Conversion of Securities

RNS Number : 0351F

Standard Life UK Small.Co's Tst PLC

16 February 2018

 



STANDARD LIFE UK SMALLER COMPANIES TRUST PLC

3.5 per cent. Convertible Unsecured Loan Stock 2018

Reminder to CULS Holders of Final Opportunity to Exercise Conversion Rights

Standard Life UK Smaller Companies Trust plc (the "Company") reminds holders ("CULS Holders") of 3.5 per cent. convertible unsecured loan stock 2018 ("CULS") constituted by the Trust Deed dated 28 March 2011 that they have the FINAL RIGHT to convert ("Conversion Rights") the whole or such part (being an integral multiple of £1 nominal) of their CULS as they may specify into fully paid Ordinary Shares of 25p each in the capital of the Company ("Ordinary Shares") at any time during the period of twenty-eight days ending on 29 March 2018 (the "Final Conversion Date") in accordance with the terms of issue of the CULS which were set out in the prospectus of the Company dated 2 March 2011.

Key Information Document

CULS Holders should note that the Company has published a Key Information Document ("KID") for the Ordinary Shares of the Company. The Company is not responsible for the information contained in the KID. The KID has been prepared by the Investment Manager and is available on the Company's website www.standardlifeuksmallercompaniestrust.co.uk. The content of the KID is highly prescriptive, both in terms of the calculations underlying the numbers and the narrative, with limited ability to add further context and explanations. The KID should therefore be read in conjunction with other materials produced by the Company including the Annual Report, the Half Yearly Reports and the Factsheets all of which are also available on the Company's website.

Basis of Conversion

The number of Ordinary Shares to be issued by the Company on the exercise of a Conversion Right shall be determined by dividing the nominal amount of the CULS to be converted by the conversion price of 237.2542 pence (the "Conversion Price"), rounded down to the nearest whole share.  Fractions of Ordinary Shares will not be issued on the exercise of Conversion Rights, and no payment of cash or other adjustment will be made in lieu thereof.

CULS held in certificated form

Holders of CULS in certificated form should refer to the instructions on their CULS certificate(s). In order to exercise the Conversion Rights which are conferred by any CULS held in certificated form, the CULS Holder must lodge the relevant CULS certificate(s) at the offices of the Company's Registrars, Computershare Priority Application, Corporate Actions, Bristol BS99 6AH by 1.00pm on 29 March 2018, having completed and signed the notice of exercise of Conversion Rights thereon. If your CULS certificate has been lost, defaced or destroyed, please write to the Registrar at the above address, advising them of such loss and requesting them to send you a letter of indemnity for completion and return. A form of nomination, if required, should be requested from the Registrar. Once lodged, a notice of exercise of Conversion Rights shall be irrevocable, save with the consent of the Company.

CULS held in uncertificated form

CREST members should refer to the CREST Manual for information on the CREST procedures and authentication required to effect conversion. The Conversion Rights which are conferred by any CULS held in uncertificated form shall be exercisable if an Uncertificated Conversion Notice is received by 1.00pm on 29 March 2018. The prescribed form of Uncertificated Conversion Notice is an Unmatched Stock Event ("USE") instruction which, on settlement will have the effect of crediting a stock account of the Registrar in accordance with the details specified below.  The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain the following details in addition to any other information required:

(a)  the nominal amount of CULS in respect of which Conversion Rights are being exercised;

(b)  the participant ID of the CULS Holder;

(c)  the member account ID of the CULS Holder;

(d)  the Registrar's participant ID:      this is: 0RA32;

(e)  the Registrar's member account ID:         this is: STANDARD;

(f)   the corporate action number, which will be allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;

(g)  the corporate action ISIN:           this is: GB00B3YX0W77; and

(h)  the intended settlement date:      this will be 29 March 2018.

The USE instruction should be input to settle by no later than 1.00pm on 29 March 2018 in order to receive Ordinary Shares arising from conversion within 14 days thereafter. Once lodged, an Uncertificated Conversion Notice shall be irrevocable, save with the consent of the Company.

Treatment of new Ordinary Shares

Ordinary Shares arising on conversion will be sent in certificated form where CULS are held in certificated form, and un-certificated form where CULS are held in un-certificated form.   

Ordinary Shares allotted pursuant to the exercise of Conversion Rights will be allotted not later than 14 days after, and with effect from, the Final Conversion Date.

Certificates for Ordinary Shares, and certificates for the balance of any CULS not converted, will be dispatched to holder(s) in accordance with their instructions not later than 28 days after 29 March 2018.

The Registrar will instruct Euroclear to credit the Participant ID and Member ID Account as specified in validly received Uncertificated Conversion Notices with the number of Ordinary Shares arising on conversion, and the balance of any CULS not converted, not later than 14 days after and with effect from the Final Conversion Date.

Interest

Interest is due on the CULS issued by the Company for the six months to 30 March 2018. The payment will be made on 29 March 2018 to CULS holders on the register on 2 March 2018.  The ex-date is 1 March 2018.

Failure to exercise Conversion Rights

This announcement is issued by way of a reminder only and is not to be read as a recommendation to CULS Holders to exercise their Conversion Rights.

You are not obliged to exercise your right to convert but in accordance with the Trust Deed, the upcoming conversion period is the last period during which CULS holders will be entitled to convert their CULS into Ordinary Shares.

If you do not exercise your Conversion Rights on this occasion you will have no further opportunity to do so.

The Trustee may, at its absolute discretion and without any responsibility for any loss occasioned thereby, at any time during the period of ten days before the Final Conversion Date, exercise all Conversion Rights not exercised by CULS Holders on or before the Final Conversion Date at the Conversion Price and sell for the benefit of the CULS Holders entitled thereto the Ordinary Shares allotted on such conversion, provided that the Trustee shall only exercise such Conversion Rights once an Independent Financial Adviser (acting as an expert and not an arbitrator) has stated in writing that in its opinion the exercise of such Conversion Rights and prompt sale by the Trustee would be in the interests of the CULS Holders concerned as a body. The proceeds of any Conversion Rights thus exercised by the Trustee will be distributed to the CULS holders who did not exercise their rights on a pro rate basis.

Enquiries

If you have any queries regarding the above procedures, these should be referred to the Company's Registrar, Computershare Investor Services PLC, on tel. [phone] (from within the UK) or on [phone] (from outside the UK). This helpline is available between 8.30am and 5.30pm (UK time) Monday to Friday (except UK public holidays). Please note that calls may be monitored or recorded.

For and on behalf of Standard Life UK Smaller Companies Trust plc

16 February 2018

Schedule 1: The market prices of Ordinary Shares and CULS (as derived from the London Stock Exchange's Daily Official List) and Net Asset Value ("NAV") of the Ordinary Shares (derived from Morningstar) are as follows:

	Ordinary Share Price (p)	CULS 2018 Price (p)	NAV (Diluted including income) per Ordinary Share  (p)
2 October 2017	462.00	183.00	484.23
1 November 2017	486.00	183.00	507.35
1 December 2017	495.00	191.56	493.01
2 January 2018	498.00	196.00	508.76
1 February 2018	518.00	208.50	519.87
12 February 2018	495.60	202.50	497.09

 

END

 

 

CONLLFLVFRIELIT