Publication of Prospectus - CULS

RNS Number : 2175C

Standard Life UK Small.Co's Tst PLC

02 March 2011

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, AUSTRALIA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA.

This announcement is an advertisement and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in Standard Life UK Smaller Companies Trust plc (the "Company") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities. Any investment decision must be made exclusively on the basis of the final prospectus published by the Company and any supplement thereto.

2 March 2011

STANDARD LIFE UK SMALLER COMPANIES TRUST PLC

Placing and Open Offer of up to £25 million nominal of 3.5 per cent. Convertible Unsecured Loan Stock 2018 ("CULS") at 100p per £1 nominal unit

Standard Life UK Smaller Companies Trust PLC (the "Company") is proposing to raise up to £25 million through a Placing and Open Offer of CULS.  A Prospectus containing the details of the Placing and Open Offer is being published today. 

The Board believes that introducing structural gearing, which will replace the existing debt facility which is repayable this year, will further enhance the Manager's ability to increase capital returns. The net proceeds of the Issue will be used to repay the existing debt facility and the balance will be able to be invested by the Manager in accordance with the Company's investment policy without any change in the Company's approach to investing in UK small cap opportunities.

Shareholders can participate in the Open Offer on a pre-emptive basis by applying for their pro rata entitlement of CULS.  Under their Open Offer Entitlements, Qualifying Shareholders will have the opportunity to apply for 0.19616288 nominal units of CULS for each Ordinary Share held or deemed to be held on the Record Date being 28 February 2011.  Qualifying Shareholders will also be able to apply for up to a maximum amount equal to 100 per cent. of their Open Offer Entitlements under the Excess Application Facility.  The Excess Application Facility will apply to the extent that other Qualifying Shareholders do not take up their Open Offer Entitlements in full. 

Winterflood Securities Limited has conditionally placed £25 million available under the Issue, including the £12.5 million of CULS that is available under the Open Offer, with institutional investors and private client stockbrokers at 100 pence per £1 nominal unit, subject to clawback in respect of valid applications made by Qualifying Shareholders under the Open Offer including the Excess Application Facility.

The Open Offer of CULS will provide Qualifying Shareholders, who choose to apply, with an attractive yield of 3.5 per cent. per annum which is above the dividend yield on the Ordinary Shares, currently 1.2 per cent. based on the most recent annual dividend of 2.5 pence per Share and a share price of 212.00 pence per Share at close of business on 28 February 2011. 

The interest rate of 3.5 per cent. will be payable semi-annually in arrears on 30 September and 31 March in each year, with the first interest payment on 30 September 2011, in respect of the period from (and including) the date of Admission of the CULS (anticipated to be 29 March 2011) to (but excluding) the date of final repayment of the CULS (anticipated to be 31 March 2018).

CULS Holders will be entitled to convert their CULS into Ordinary Shares every six months from 30 September 2011 until 31 March 2018. The initial Conversion Price will be set at a 10 per cent. premium to the (unaudited) NAV per Ordinary Share on 23 March 2011, rounded up to the nearest penny. The Company will announce the initial Conversion Price to an RIS as soon as practicable following its calculation. 

The Issue will be conditional, inter alia, on Shareholder approval at the General Meeting to be held at 11.00 a.m. on Monday 28 March 2011, notice of which is included in the Prospectus.  At the General Meeting Shareholders will also be asked to approve the proposed amendments to the Company's investment policy to increase the Company's gearing limit from 20 per cent. to 25 per cent. of its net assets at the time of drawdown and to state that the Company may use derivatives for portfolio hedging purposes (i.e. only for the purpose of reducing, transferring or eliminating investment risk in its investments in order to protect the Company's portfolio).

The Issue will also be conditional, inter alia, on the Placing Agreement not having been terminated and admission of the CULS to the standard debt segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.  It is expected that admission will occur at 8.00 a.m. on Tuesday 29 March 2011.

Expected Timetable of principal events

Event	2011
Record Date for entitlements under the Open Offer	6.00 p.m. 28 February
Open offer opens, despatch of Prospectus, Application Forms and Forms of Proxy	Wednesday 2 March
Ex-entitlement Date (expected to be)	8.00 a.m. Thursday 3 March
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	Thursday 3 March
Record Date for Interim Dividend	Friday 11 March
Latest recommended time and date for requested withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. Thursday 17 March
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. Friday 18 March
Payment of Interim Dividend	Friday 18 March
Latest time and date for splitting Application Forms (to satisfy bona fide market claims)	3.00 p.m. Monday 21 March
Placing closes	Tuesday 22 March
Open Offer closes, latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. Wednesday 23 March
Latest time and date for receipt of completed Forms of Direction, Savings Plans Application Forms and payment in full from Savings Plans Participants	11.00 a.m. Wednesday 23 March
Latest time and date for receipt of Forms of Proxy for use at the General Meeting	11.00 a.m. Thursday 24  March
Latest time and date for receipt of electronic proxy appointments via the CREST system	11.00 a.m. Thursday 24 March
Commitments undertaken by investors pursuant to the Placing on a T + 3 basis	Thursday 24 March
General Meeting of the Company to approve matters in connection with the issue	11.00 a.m. Monday 28  March
Results of the Placing and Open Offer announced through a Regulatory Information Service	Monday 28 March
Admission and commencement of dealings in CULS on the London Stock Exchange expected to commence	8.00 a.m. Tuesday 29 March
CULS issued to investors and CREST stock accounts expected to be credited for the CULS	Tuesday 29 March
CULS issued to investors and definitive certificates for CULS expected to be despatched	on or around 4 April

Further information

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do *

Copies of the Prospectus are also available from the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

*Neither the NSM website nor the Company's website nor the content of any website accessible from hyperlinks on those websites (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.

Enquiries

Gordon Humphries, Standard Life Investments Limited	Tel. [phone]
James Moseley/Robin Archibald Winterflood Securities	Tel. [phone]

 

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