29 August 2006
SMALL COMPANIES DIVIDEND TRUST plc (the "COMPANY")
SMALL COMPANIES PLC (the "subsidiary")
RESULT OF ADJOURNED ZERO DIVIDEND PREFERENCE SHARE CLASS MEETING
Results of Shareholder Meeting
The Board of Small Companies PLC announces that both resolutions due to be
proposed at the adjourned meeting held earlier today were withdrawn following
discussions with shareholders.
As a consequence, all of the resolutions passed at the Subsidiary's EGM held on
14 August 2006 (conditional inter alia upon the approval of ZDP Shareholders at
the adjourned meeting held today) will not become effective.
Furthermore, the Board of Small Companies Dividend Trust PLC announces that
resolution 2 passed at the Company's EGM held on 14 August 2006 (conditional
inter alia upon the approval of ZDP Shareholders at the adjourned meeting held
today) will also not become effective.
Placing and Tender Offer
The Board of the Subsidiary also announces that, in view of the disappointing
outcome of the class meeting of Zero Dividend Preference Shareholders referred
to above, the proposed Placing and Tender Offer will not proceed.
Accordingly, the Zero Dividend Preference Shares will be repaid following the
liquidation of the Subsidiary on 30 April 2007.
Going forward, given the overwhelming support of the Ordinary Shareholders of
the Company and its strong asset performance, the Board of the Company will
consider the future structure of the Group after April 2007 which may or may
not include the placing of new zero dividend preference shares.
Enquiries
William van Heesewijk
Chelverton Asset Management Limited 020 7222 8989
Paul Richards
Fairfax I.S. Limited 020 7568 5368
Dr Azhic Basirov
Smith & Williamson Corporate Finance Limited 020 7131 4000
Fairfax I.S. Limited and Smith & Williamson Corporate Finance Limited, each of
which is authorised and regulated in the United Kingdom by the Financial
Services Authority, are acting exclusively for the Company and the Subsidiary
and for no one else in connection with the Proposals or any matter referred to
in this announcement and will not be responsible to anyone other than the
Company and the Subsidiary for providing the protections afforded to clients of
Fairfax I.S. Limited and Smith & Williamson Corporate Finance Limited or for
affording advice in relation to the Proposals or any matter referred to in this
announcement. This announcement does not constitute, or form part of, any offer
for, or any solicitation of any offer for, securities.
Terms used in this announcement shall, unless the context otherwise requires,
bear the meanings given to them in the circular issued by Small Companies
Dividend Trust plc and Small Companies plc dated 20 July 2006.
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