Invesco Perpetual UK Smaller Co's Investment Trust Plc - Result of Special Dividend Offer
PR Newswire
LONDON, United Kingdom, August 20
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
Invesco Perpetual UK Smaller Companies Investment Trust PLC
Result of Special Dividend Offer
The Board of Invesco Perpetual UK Smaller Companies Investment Trust PLC (the "Company") announces that as at 1.00 p.m. on 19 August 2024, being the latest time for receipt of forms of election under the terms of the Special Dividend Offer described in the circular published by the Company on 19 July 2024 (the "Circular"), the Company had received valid elections to receive the Special Dividend on 12,450,915 Shares, representing 36.8 per cent. of the Company's issued ordinary share capital.
As more than 3,382,692 Shares (being equal to 10 per cent. of the Company's issued share capital as at the date of the Circular (excluding treasury shares, rounded down to the nearest whole number) have elected to receive the Special Dividend, a scaling back exercise will be undertaken in accordance with the process described in the Circular.
It is expected that the (i) Net Asset Value per Share as at the Net Asset Value Certification Date and (ii) amount of Special Dividend per Share; and (iii) details of the outcome of the scaling back process will announced be on 18 September 2024.
The implementation of the Special Dividend Offer remains conditional on the Court's approval of the reduction of capital, the hearing for which is scheduled for 24 September 2024. An announcement of the results of the Court hearing will also be made following the hearing.
Capitalised terms used in this announcement shall have the meaning given to them in the Circular.
Expected Timetable
Payment of first interim dividend | 30 August 2024 |
Special Dividend Record Date | 6.00 p.m. on 17 September 2024* |
Net Asset Value Certification Date | 6.00 p.m. on 17 September 2024* |
Announcement of (i) Net Asset Value per Share as at the Net Asset Value Certification Date and (ii) amount of Special Dividend per Share | 18 September 2024 * |
Reduction of Capital Hearing Date | 24 September 2024 * |
Reduction of Capital Effective Date | 1 October 2024 * |
Payment of Special Dividend | 8 October 2024 * |
Despatch of balance Share certificates (in respect of Shares held in certificated form) / Shares not cancelled pursuant to the Special Dividend Offer returned to CREST accounts (in respect of Shares held in uncertificated form) | 8 October 2024 * |
All references are to London time unless otherwise stated.
Each of the times and dates in the expected timetable of events may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through an RIS.
* These dates are provisional only. The exact dates may vary depending on the Court timetable for the Reduction of Capital.
For further information, please contact:
James Poole / Naomi Rogers
For and on behalf of Invesco Asset Management Limited
Corporate Secretary to Invesco Perpetual UK Smaller Companies Investment Trust plc
Email:investmenttrusts@invesco.com
+44 (0) 20 7543 3559
Will Ellis / John Armstrong-Denby
Invesco Asset Management
+44 (0)20 7543 3500
William Simmonds / Rupert Budge
J.P. Morgan Cazenove
+44 (0)20 3493 8000
20 August 2024
LEI: 549300K1D1P23R8U4U50
Important notices
This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Shares or other securities.
Shareholders are advised to read, with care and in full, the Circular and the Notice of General Meeting (to be made available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism), which contains the terms and conditions of the matters dealt with in this announcement. Any decision to elect to participate in the Special Dividend should be made only on the basis of the information included in the Circular and the Notice of General Meeting.
The Directors make no recommendation to Shareholders as to whether or not they should elect to participate in the Special Dividend Offer. Whether or not Shareholders decide to elect to participate in the Special Dividend Offer will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position.
Shareholders who are in any doubt as to the contents of the Circular or as to the action to be taken should immediately consult an appropriately qualified independent financial adviser authorised under FSMA if in the United Kingdom, or from another appropriately authorised independent financial adviser if in a territory outside of the United Kingdom.
Notice for US Shareholders
The Special Dividend Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the US in certain material respects. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with English law, and US Shareholders should read the entire Circular. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the US and thus may not be comparable to financial information relating to US companies.
The Special Dividend Offer will be made in the US in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable and otherwise in accordance with the requirements of UK legislation. Accordingly, the Special Dividend Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that may be different from those applicable under US domestic tender offer procedures and law. US Shareholders should note that the Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Special Dividend Offer under US federal securities laws since the Company is located outside the US and most of its officers and directors may reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
In accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Company, its nominees, its brokers (acting as agents) or any of their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, other than pursuant to the Special Dividend Offer, before or during the period in which the Special Dividend Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and, if required, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.
The Circular does not address the US federal income tax considerations applicable to any investment in the Shares or any participation in the Special Dividend Offer. US shareholders should consult their own tax advisers regarding the US federal income tax consequences of any such investment or participation.
This announcement has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.
