RNS Number:2205N
Smaller Companies Inv Trust PLC
07 July 2003
The Smaller Companies Investment Trust PLC (the "Company")
7 July 2003
Recommended Proposals for the Reconstruction of the Company
The Directors announce the posting today of a Circular to Shareholders relating
to the proposed reconstruction of The Smaller Companies Investment Trust PLC".
SUMMARY OF THE PROPOSALS
Under the Articles, the Board is required to propose an ordinary resolution on
or before 31 December 2003 that the Company shall continue as an investment
trust for a specified period thereafter and, if such resolution is not passed,
the Directors are required to draw up proposals for the voluntary liquidation or
reorganisation of the Company to be considered at the Annual General Meeting in
2004. However, in the Company's annual report and accounts for the year ended 31
December 2002, it was stated that the Directors and advisers were considering
options regarding the future of the Company and that an announcement would be
made in due course.
On 13 May 2003 it was announced that proposals were being considered which might
lead to an early liquidation of the Company. These proposals, which have been
approved by the Board, envisage a scheme of reconstruction of the Company under
section 110 of the Insolvency Act 1986 whereby:
- the Company will be placed into members' voluntary liquidation; and
- Shareholders will be able to make the elections referred to below.
The Loan Stock will be repaid upon the liquidation of the Company in accordance
with the original terms of the Loan Stock Instrument.
Entitlements under the Proposals
Shareholders can elect, subject to the Scheme becoming unconditional, to
participate in one or more of the following alternatives:
Aberdeen Roll-over Option
Shareholders who elect (or are deemed to elect) for the Aberdeen Roll-over
Option will receive in respect of each Ordinary Share to which such election
applies units in the Aberdeen UK Emerging Companies Unit Trust ("Aberdeen
Units") whose value at the AUT Issue Price is equal to the AUT Pool NAV. The
redemption or calculation prices for Aberdeen Units are at a discount to their
creation price. On 2 July 2003, (being the latest practicable date prior to the
publication of the Circular) the differential between the creation price
(excluding any initial charge) and the cancellation price for Aberdeen Units was
approximately 4.3 per cent. Upon any Aberdeen Units issued pursuant to the
Scheme being redeemed within 12 months of their issue (but not after that
period) an accrued initial charge of 4.25 per cent. of the relevant AUT Issue
Price will be deducted from the redemption proceeds.
VCF Roll-over Option
Shareholders who elect for the VCF Roll-over Option will receive (subject to any
scaling back and to the conditions of the VCF Roll-over Option) in respect of
each Ordinary Share to which such election applies shares in The Value Catalyst
Fund Limited ("VCF Shares") whose value at the VCF Issue Price is equal to the
VCF Pool NAV. Based on the terms of the VCF Pool NAV calculation, Shareholders
will receive VCF Shares on the basis of a discount of 2.5 per cent. to the bid
price of the relevant assets. It is not possible to determine what price would
be realised by any Shareholder wishing to dispose of any VCF Shares acquired
pursuant to the Scheme.
Immediate Cash Option
Shareholders who elect for the Immediate Cash Option will receive, subject to
the conditions of the Immediate Cash Option, in respect of each Ordinary Share
to which such election applies cash equal to the Cash Pool NAV. Based on the
terms of the Cash Pool NAV calculation, Shareholders will receive an immediate
cash exit at a discount of 6.5 per cent. to the bid price of the relevant
assets.
Realisation Option
Shareholders who elect (or are deemed to elect) for the Realisation Option will
participate in a phased realisation of their investment by retaining an interest
in the Company following its liquidation when the Company will dispose of its
remaining investments over a period of time, expected to be up to approximately
9 months. This realisation process will be managed by Aberdeen.
Attention is drawn to the definitions of the defined terms used above which set
out the different valuation and discount bases for the various alternatives and
the illustrative examples set out below. The residual net asset value per
Ordinary Share used in determining the allocation between the various elections
will be equal to the net asset value of an Ordinary Share after providing for
all of the Company's liabilities (including the Loan Stock, contingent
liabilities and other costs of implementing the Proposals, to be covered by the
Liquidation Fund). The costs of implementing the Proposals are not expected to
exceed #650,000, being 1.38 per cent. of the Company's net assets as at the
close of business on 2 July 2003 (being the latest practicable date prior to
publication of the Circular). The final net asset value attributable to an
Ordinary Share may be lower than the residual net asset value depending on the
alternative chosen.
Holders of outstanding Loan Stock will be repaid upon liquidation of the
Company, in accordance with the original terms of the Loan Stock Instrument as
part of the reconstruction.
Deemed elections
UK Shareholders who do not return a Form of Election will be deemed to have
elected for the Aberdeen Roll-over Option.
Overseas Shareholders will be deemed to have elected for the Realisation Option
unless they are able to satisfy VCF and/or AUTM (as applicable) that they are
permitted to hold VCF Shares and/or Aberdeen Units without breaching the laws of
any relevant jurisdiction.
Shareholders who have elected for the VCF Roll-over Option and/or Immediate Cash
Option will be deemed to have elected for the Realisation Option if the VCF
Resolutions are not passed by VCF Shareholders.
Holders of outstanding Loan Stock will be repaid upon liquidation in accordance
with the original terms of the Loan Stock Instrument as part of the
reconstruction.
Scheme implementation
Implementation of the Scheme requires the passing of a number of Shareholder
resolutions. The resolutions at the First Extraordinary General Meeting consist
of a special resolution (to approve the Scheme) and an ordinary resolution,
which is required to approve the VCF Agreement (which relates to the VCF
Roll-over Option and the Immediate Cash Option) as a related party transaction,
since VCF is a substantial shareholder in the Company. The resolutions at the
Second Extraordinary General Meeting (which are conditional inter alia upon the
special resolution at the First Extraordinary General Meeting being passed)
will, if passed, put the Company into liquidation, appoint the Liquidators and
authorise them to implement the Scheme. If the ordinary resolution at the First
EGM is not passed, the VCF Roll-over Option and the Immediate Cash Option will
cease to be available and those Shareholders who have elected for the VCF
Roll-over Option and/or Immediate Cash Option will be deemed to have elected for
the Realisation Option.
If the special resolution at the First EGM or either of the resolutions at the
Second EGM are not passed, or the Scheme otherwise does not become
unconditional, the Company will continue in its current form and, as described
above, a continuation resolution (and/or alternative proposals) will be put to
Shareholders prior to the end of 2003.
Benefits of the Proposals
The Directors believe that the principal benefits of the Proposals are that they
offer Shareholders a range of alternatives and have a number of advantages:
- they achieve greater choice and flexibility than if the Company was simply
wound up, allowing Shareholders to make different elections in respect of
different parts of their holdings;
- they provide for a choice of roll-over vehicles and provide both shorter and
longer term cash exit options;
- they enable those Shareholders who wish to receive an immediate cash payment
to do so, at a defined discount to net asset value;
- they provide Shareholders with the ability to participate in a phased
realisation of the Company's remaining assets, in the hope of realising their
investments at a value closer to the net asset value than that available under
the Immediate Cash Option but over a longer time scale;
- they allow for continued exposure to UK smaller companies, albeit through a UK
emerging companies authorised unit trust, through the Aberdeen Roll-over Option;
- the initial charge on Aberdeen Units issued pursuant to the Scheme will be
waived by AUTM if the relevant Aberdeen Units are held for at least 12 months;
and
- the Roll-over Options are designed to be tax efficient for UK shareholders.
Subject to the relevant tax clearances being obtained (which is a pre-condition
to implementation of the Scheme), the Proposals should enable Shareholders to
"roll-over" their investment in the Company into one or more of the Roll-over
Funds without crystallising any potential liability to UK capital gains tax.
THE PROPOSALS
Under the Articles, the Board is required to propose an ordinary resolution on
or before 31 December 2003 that the Company shall continue as an investment
trust for a specified period thereafter and that, if such resolution is not
passed, the Directors are required to draw up proposals for the voluntary
liquidation or reorganisation of the Company to be considered at the Annual
General Meeting in 2004. However, in the Company's annual report and accounts
for the year ended 31 December 2002, it was stated that the Directors and
advisers were considering options regarding the future of the Company and that
an announcement would be made in due course.
On 13 May 2003 it was announced that following an approach from a major
shareholder, and mindful of the requirement to propose a continuation resolution
before the end of the year, the Directors were considering proposals which might
lead to an early liquidation of the Company. It was further stated that it was
anticipated that the proposals would involve a scheme of reconstruction which,
if implemented, would enable shareholders to elect to receive an early cash exit
(at a material discount to the then net asset value of an ordinary share), to
roll-over their holding into one (or more) ongoing investment alternatives or to
participate in a managed realisation of the Company's remaining assets.
Following due consideration of the approach from that major shareholder and,
bearing in mind the need to propose a continuation resolution before the end of
the year and to repay the Loan Stock, the Board is writing to Shareholders to
set out information about the Proposals, the Scheme required for their
implementation and to convene the two Extraordinary General Meetings required to
effect the Scheme.
The Proposals envisage a scheme of reconstruction of the Company under section
110 of the Insolvency Act 1986 whereby:
- the Company will be placed into members' voluntary liquidation; and
- Shareholders will be able to make the elections referred to below.
The Proposals require the approval of Shareholders at two extraordinary general
meetings of the Company convened for 31 July 2003 and 8 August 2003.
As stated above, if the Proposals are approved by Shareholders the Company will
be placed into members' voluntary liquidation. The Board would like to take the
opportunity to thank the Manager (which will continue to manage the realisation)
for its efforts and the good performance since its appointment to date. Since
Aberdeen Asset Managers Limited was appointed as Manager of the Company it has
performed strongly (although past performance is not an indicator of future
performance). Between 1 September 1991 and 12 October 1998, the date of the
reorganisation of the Company, the net asset value per Ordinary Share rose by
75.5 per cent., which compares with a rise in the then benchmark index, the
Hoare Govett Smaller Companies Index (excluding Investment Trusts) of 40.5 per
cent. over the same period. From the time of the reorganisation until 2 July
2003 the net asset value of the Company's Ordinary Shares has risen by 38.9 per
cent., which compares very favourably with the rise in the current benchmark
index, the FTSE Small Cap Index excluding Investment Trusts, of 16.7 per cent.
over the same period.
The Proposals
Options available to Shareholders
Under the Proposals, the Company will be put into members' voluntary liquidation
and Shareholders will be able to elect to make the following elections, whose
implementation is subject to the Scheme becoming unconditional.
Aberdeen Roll-over Option
Shareholders who elect (or are deemed to elect) for the Aberdeen Roll-over
Option will receive in respect of each Ordinary Share to which such election
applies Aberdeen Units whose value at the AUT Issue Price is equal to the AUT
Pool NAV. This means that Shareholders will receive Aberdeen Units on the market
offer price of the relevant assets. The Aberdeen Emerging Companies Unit Trust
operates dual pricing with different creation and redemption or cancellation
prices as described more fully in the Circular. The level of this spread can
vary depending on a number of factors (including market spreads) and the number
of units being redeemed. On 2 July 2003, the differential between the creation
price (excluding any initial charge) and the cancellation price for Aberdeen
Units was approximately 4.3 per cent. Redemption of any of these Aberdeen Units
within 12 months after their issue but not thereafter will result in a deduction
of the accrued initial charge, as described below. The Aberdeen Roll-over Option
will be implemented pursuant to the Aberdeen Agreement.
The Aberdeen UK Emerging Companies Unit Trust is managed by AUTM which, as the
manager of the fund, is allowed to apply a preliminary charge of 4.25 per cent.
of the issue price of the relevant Aberdeen Units on the issue or purchase of
Aberdeen Units. Where a Shareholder elects for the Aberdeen Roll-over Option, an
initial charge (the "Initial Charge") equivalent to 4.25 per cent. of the
Aberdeen Units issued to the Shareholder will be accrued and will be outstanding
in respect of that Shareholder's Aberdeen Units. Although accrued, the Initial
Charge will remain outstanding and shall not be receivable by AUTM unless and
until the Aberdeen Units are redeemed within 12 months of the date of issue
pursuant to this Scheme, in which case AUTM will set off the Initial Charge
accrued and outstanding on the Aberdeen Units redeemed against the redemption
proceeds. If Aberdeen Units are held for a period of 12 months or more
commencing from the day upon which the Aberdeen Units are issued, AUTM has
unconditionally agreed to waive its right to receive the outstanding Initial
Charge.
Fractional entitlements in relation to Aberdeen Units will be rounded down to
the nearest one-hundredth of a unit. Assets representing fractional entitlements
will be retained by the Company and so represent an accretion to the assets
available for the Realisation Option.
Shareholders electing for the Aberdeen Roll-over Option either by election or
deemed election will receive full details of the Aberdeen Units issued, and the
Initial Charge potentially receivable by AUTM, in their confirmation of
transaction to be issued by AUTM following the issue.
VCF Roll-over Option
Shareholders who elect for the VCF Roll-over Option will receive (subject to any
scaling back and to the conditions of the VCF Roll-over Option) in respect of
each Ordinary Share to which such election applies VCF Shares whose value at the
VCF Issue Price is equal to the VCF Pool NAV. This means that Shareholders will
receive VCF Shares on the basis of a discount of 2.5 per cent. to the bid price
of the relevant assets. It is not possible to determine what price would be
realised by any Shareholder wishing to dispose of any VCF Shares acquired
pursuant to the Scheme.
Fractions of VCF Shares will not be issued to Shareholders. Shareholders will
receive cash payments (made by cheque to the registered holder) in respect of
fractional entitlements unless the sum is less than #3 in which event it will be
retained by the Company and so represent an accretion to the assets available
for the Realisation Option. VCF is managed by Laxey.
Elections for VCF Shares:
- will be conditional on the passing of the VCF Resolutions and entry into the
VCF Agreement;
- will be subject to scaling down (on a basis to be determined by the Company in
consultation with VCF) if the elections would result in the issued share capital
of VCF being increased by more than 10 per cent.; and
- will be further conditional on admission to the Irish Stock Exchange of the
VCF Shares issued pursuant to the Scheme.
Shareholders may only elect for VCF Shares under the VCF Roll-over Option if at
the time of implementation of the Scheme:
(1) the holding in respect of which the election is made is worth at least
US$100,000 (this is due to the minimum subscription level for VCF Shares imposed
by the Irish Stock Exchange on Cayman domiciled funds). For illustrative
purposes only, as at 2 July 2003, this would be equivalent to 33,149 Ordinary
Shares; and
(2) they are able to warrant that he/she/it is (i) a natural person with a
minimum individual or joint net worth with that investor's spouse in excess of
US$1,000,000 or (ii) an institution (being an entity other than a natural
person) (a) whose ordinary business or professional activity includes the buying
and selling of investments, whether as principal or agent or (b) which invests
on a discretionary basis US$5,000,000 or more.
If as a result of any of these provisions, the VCF Roll-over Option does not
become unconditional or an election for VCF Shares cannot be satisfied in whole
or in part, the election in respect of the relevant Ordinary Shares (or balance
thereof) will be deemed to have been made for the Realisation Option. It should
be noted that if the VCF Roll-over Option does not become unconditional, the
Scheme will still proceed with the other elections (other than the Immediate
Cash Option if the first of the above conditions is not satisfied) being
available.
By making any election for the VCF Roll-over Option Shareholders are deemed to
warrant for the benefit of the Company and VCF that they (i) satisfy the minimum
criteria in (1) above, (ii) have the knowledge, expertise and experience in
financial matters to evaluate the risks of investing in VCF, (iii) are aware of
the risks inherent in investing in the VCF Shares and the method by which the
assets of VCF are held and/or traded, and (iv) can bear the risk of loss of
their entire investment in VCF. If the holding in respect of which this election
is made does not satisfy the criteria in (1), which may not be known until the
date on which liquidation takes place, the election shall be deemed to have been
made for the Realisation Option.
Immediate Cash Option
Shareholders who elect for the Immediate Cash Option will receive in respect of
each Ordinary Share to which such election applies cash equal to the Cash Pool
NAV. This means that Shareholders will receive an immediate cash exit at a
discount of 6.5 per cent. to the bid price valuation of the Cash Pool.
The elections for the Immediate Cash Option will be conditional upon the passing
of the VCF Resolutions and entry into the VCF Agreement.
Realisation Option
Shareholders who elect (or are deemed to elect) in respect of any Ordinary
Shares for the Realisation Option will participate in a phased realisation of
their investment by retaining an interest in the Company following its
liquidation when the Company will dispose of its remaining investments over a
period of time, expected to be up to approximately 9 months. This realisation
process will be managed by Aberdeen on behalf of the Liquidators.
Subject to the relevant tax clearances being obtained (which is a pre-condition
to the Scheme becoming effective), the Proposals should offer a tax efficient
means of roll-over into the two Roll-over Funds.
Shareholders may make different elections in respect of different parts of their
holdings of Ordinary Shares. In assessing the different alternatives, attention
is drawn to the definitions of the relevant issue prices and pool values and the
different bases on which they are to be prepared, including the percentage
discounts and whether the pre-discount price is determined using offer, mid or
bid prices. For securities of the type in which the Company invests, the bid
price is currently, typically, approximately some 1.5 per cent. below mid price
and the offer price is currently, typically, approximately some 1.5 per cent.
above the mid price, however this differential varies for different securities
and changes from time to time. The residual net asset value per Ordinary Share
used in determining the election pool valuations will be equal to the net asset
value of an Ordinary Share after providing for all of the Company's liabilities
(including the Loan Stock, the Liquidation Fund, contingent liabilities and
other costs of implementing the Proposals). The costs of implementing the
Proposals are not expected to exceed #650,000 being 1.38 per cent. of the
Company's net assets as at the close of business on 2 July 2003 (being the
latest practicable date prior to the publication of the Circular).
Those Shareholders who "roll-over" their entitlement to the Company's net assets
into an existing UK authorised unit trust and/or an offshore investment company
will do so without the paying of any commission, brokerage or (in the case of
Aberdeen Units subject to their being held for a minimum of twelve months)
initial charge or (subject to the relevant tax clearances being obtained), the
crystallising of any potential liability to UK capital gains tax.
Shareholders (apart from Overseas Shareholders) who do not make a valid election
under the Scheme will be deemed to have elected to receive Aberdeen Units. Any
Shareholders who elect for, but are subsequently unable to take up, VCF Shares
or the Immediate Cash Option will be deemed to have elected for the Realisation
Option. Overseas Shareholders will be deemed to have elected for the Realisation
Option unless they are able to satisfy VCF and/or AUTM (as applicable) that they
are permitted to hold VCF Shares and/or Aberdeen Units without breaching the
laws of any relevant jurisdictions. Shareholders' elections are also subject to
certain other conditions.
Implementation of the Proposals
As part of the reconstruction of the Company, it is necessary to reorganise its
ordinary share capital. Accordingly, subject to the passing of the special
resolution set out in the notice convening the First EGM, the Ordinary Shares
will be reclassified with different rights, depending on elections made by
Shareholders under the Scheme. If the special resolution at the First EGM or
either of the resolutions at the Second EGM are not passed or, the Scheme
otherwise does not become unconditional, the Company will continue in its
current form and a continuation resolution (and/or alternative proposals) will
be put to Shareholders prior to the end of 2003.
Subject, inter alia, to the passing of the relevant resolutions at the Meetings,
the Company will be placed into members' voluntary liquidation and the Scheme
will take effect. However, before any assets are transferred to the AUT Pool,
the VCF Pool, the Cash Pool or retained in the Realisation Pool, the Liquidators
will set aside cash and other assets in a Liquidation Fund in an amount which
they consider sufficient to provide for all liabilities (including repayment of
the Loan Stock, tax and contingent liabilities) of the Company.
After provision has been made for the Liquidation Fund, the remainder of the
Company's assets will then be transferred to the AUT Pool, the VCF Pool, the
Cash Pool and the Realisation Pool in proportions corresponding to the elections
made or deemed made by the Shareholders under the Scheme. In consideration for
the transfers to the Roll-over Funds, VCF Shares and Aberdeen Units will be
issued to Shareholders reflecting the elections made by them under the Scheme
and on the basis summarised above.
To the extent that any part of the Liquidation Fund is not subsequently required
to discharge liabilities, the surplus will be paid in cash to holders of
Reclassified Shares on the registers of members on the Effective Date as one or
more liquidation distributions, save that no payment of less than #3 per
Shareholder will be made, with any balance being paid to a charity of the
Liquidators' choice.
Redemption of the Loan Stock
The Loan Stock will be redeemed at the price determined in accordance with the
original terms of the Loan Stock Instrument at, in summary, the indexed value on
the date of Liquidation together with accrued interest.
Illustrative example of the implementation of the Scheme
Set out below is an example for the purposes of illustration only, of the
implementation of the Scheme, showing the effect for Shareholders of making the
different elections. This example is based on a mid market net asset value of
the Company on the Effective Date of #47,075,112 (being the figure on 2 July
2003 (the latest practicable date prior to the publication of the Circular)) and
expenses (including VAT) of #650,000. It also assumes that the level of the FTSE
Small Cap (excluding Investment Trusts) Index (the "Index") is 2122.00 (being
the figure on 2 July 2003) and that 3,054,835 Loan Stock units remain in issue.
These assumptions result in net assets of #39,513,752 which are available for
appropriation between the separate and distinct funds attributable to each
election.
Shareholders should note that the above figures and the following examples are
produced for the purposes of illustration only and actual results will differ
from those given. None of these figures or examples should be construed as a
forecast of the actual amounts and returns. This example does not take into
account any revenues, expenses, dividends on Ordinary Shares and/or interest
accrued on the Loan Stock accrued in respect of the period up to the Effective
Date. It does however, take into account the revenue reserves to 31 December
2002 which (less the anticipated costs of implementation of the Proposals) will
be paid out as an interim dividend prior to the First EGM.
The following calculation of entitlements under each of the four available
options is based on there being 20,862,801 Ordinary Shares in issue.
Shareholders electing for the Aberdeen Roll-over Option
Shareholders electing (or who are deemed to elect) to receive Aberdeen Units in
exchange for their Ordinary Shares will receive Aberdeen Units to the value (at
the AUT Issue Price) of 191.808 pence per Ordinary Share. The Aberdeen Units
will be issued at the AUT Issue Price - being the Creation Price of 96.33 pence
(as at 2 July 2003, the latest date practicable prior to the publication of the
Circular) - and applying this to the AUT Pool NAV for the Company's portfolio, a
Shareholder would receive 1.9911 Aberdeen Units for each Ordinary Share.
Based on a cancellation price of an AUT Unit (as at 2 July 2003, the latest date
practicable prior to the publication of the Circular) of 92.17 pence, a
Shareholder redeeming such units would, in the event the AUT Units are held for
12 months, receive 183.52 pence in cash for each Ordinary Share thus elected or
175.72 pence if they are redeemed with 12 months (in both cases assuming there
has been no change in the underlying value of an AUT Unit from the time of
issue) and ignoring the effect of management and other charges. This represents
a total effect of all charges of the reconstruction of 2.80 per cent where the
units are held for 12 months and 6.93 per cent. where the units are redeemed
within the 12 month period.
Shareholders electing for the VCF Roll-over Option
Shareholders electing to receive VCF Shares in exchange for their Ordinary
Shares will receive VCF Shares to the value (at the VCF Issue Price) of 181.317
pence per Ordinary Share. The VCF Shares will be issued at the VCF Issue Price -
being 100.5 per cent. of the net asset value per VCF Share of 6,783.87 pence
(being the net asset value per VCF Share as at 26 June 2003, the latest date
practicable prior to the publication of the Circular). Applying this to the VCF
Pool NAV for the Company's portfolio, a Shareholder would receive 0.026594 VCF
Shares for each Ordinary Share. The net asset value of VCF is published in US
dollars; for the purposes of these illustrative figures, a conversion rate of
#1:$1.66 has been used.
Shareholders electing for the Immediate Cash Option
Shareholders electing to receive cash in exchange for their Ordinary Shares
would receive 173.879 pence per Ordinary Share, being the applicable Cash Pool
NAV.
Shareholders electing for the Realisation Option
Shareholders electing (or who are deemed to elect) to participate in an orderly
realisation of the Company would retain an interest in assets representing (at
mid market prices) 188.798 pence per retained Ordinary Share. The total amount
finally distributed to a Shareholder electing for the Realisation Option may be
different from the value of the underlying assets on the Effective Date due to a
variety of factors, including inter alia, movement in the value of the
underlying assets, the level at which the assets can be realised and also
ongoing costs associated with the realisation process which includes ongoing
liquidation fees.
Loan Stock holders
Loan Stock holders would receive #2.122 for every Loan Stock unit.
Benefits of the Proposals
The Directors consider the Proposals to have a number of advantages:
- they achieve greater choice and flexibility than if the Company was simply
wound up, allowing Shareholders to make different elections in respect of
different parts of their holdings;
- they provide for a choice of roll-over vehicles and provide both shorter and
longer term cash exit options;
- they enable those Shareholders who wish to do so to receive an immediate cash
payment, albeit at a defined discount to net asset value;
- they provide Shareholders with the ability to participate in a phased
realisation of the Company's remaining assets, in the anticipation of realising
their investments at a value closer to the net asset value than that available
under the Immediate Cash Option but over a longer time scale;
- they allow for a level of continued exposure to UK smaller companies, albeit
through a UK emerging companies authorised unit trust, the Aberdeen Roll-over
Option;
- the initial charge on Aberdeen Units will be waived by AUTM on Aberdeen Units
if they are held for at least 12 months; and
- the Roll-over Options are designed to be tax efficient for UK shareholders.
Subject to the relevant tax clearances being obtained (which is a pre-condition
to implementation of the Scheme), the Proposals should enable Shareholders to
"roll-over" their investment in the Company into one or more of the Roll-over
Funds without crystallising any potential liability to UK capital gains tax.
Summary of the Roll-over Funds
Aberdeen UK Emerging Companies Unit Trust
Aberdeen UK Emerging Companies Unit Trust was authorised on 26 April 1993 and is
a UK authorised unit trust scheme categorised as a securities fund. Aberdeen UK
Emerging Companies Unit Trust is managed by AUTM, which, like Aberdeen, is
authorised and regulated by the FSA, and is a subsidiary company of Aberdeen
Asset Management PLC. AUTM has appointed Aberdeen as the investment adviser to
the Aberdeen UK Emerging Companies Unit Trust. Aberdeen UK Emerging Companies
Unit Trust and the Company have the same primary fund manager and therefore, the
Aberdeen UK Emerging Companies Unit Trust should be managed using a similar
investment process, the emphasis being on stock selection.
Whereas the objective of the Company is "to secure a high level of long term
total return for its shareholders through a diversified portfolio of quoted
securities, issued by smaller companies incorporated in the UK or the Republic
of Ireland, including those which have been admitted to the Alternative
Investment Market'', the objective of Aberdeen UK Emerging Companies Unit Trust
is to "provide capital growth with a moderate level of income from investment in
UK companies being companies which are not included within the 200 largest UK
companies, in terms of market capitalisation".
As such, the investment objectives of Aberdeen UK Emerging Companies Unit Trust
and the Company are not the same but are broadly similar in that the investment
universe excludes larger UK companies. Whereas, in accordance with the
investment objective, the fund manager of the Company could look to investment
in the Republic of Ireland this is not the case for the Aberdeen UK Emerging
Companies Unit Trust. The Aberdeen UK Emerging Companies Unit Trust therefore
has the ability to invest in smaller companies and as such is likely to carry
higher risks than most general unit trusts. As both funds have this ability
their risk profiles are broadly similar but the manager of an authorised unit
trust has the additional control and requirement of having to invest the assets
of the unit trust in accordance with the requirements of the CIS Sourcebook.
The Aberdeen UK Emerging Companies Unit Trust is regulated for the purposes of
the investment of its property by the CIS Sourcebook and the Aberdeen UK
Emerging Companies Unit Trust trust deed (as amended) (the "Trust Deed"). AUTM
is under a duty to manage the Aberdeen UK Emerging Companies Unit Trust in
accordance with the provisions of the CIS Sourcebook, the Trust Deed and the
scheme particulars setting out the terms of the Aberdeen UK Emerging Companies
Unit Trust dated 15 April 2003.
The Aberdeen UK Emerging Companies Unit Trust has only income units in issue and
distributes income (if any) to holders of income units bi-annually on 28
February (final) and 31 August (interim) of each year. Only income units will be
issued as a result of these proposals. Shareholders should note that if they
elect to adopt the Aberdeen Roll-over Option then where income is re-invested an
initial charge of 4.25 per cent. will be applied on the re-investment of such
income (for the avoidance of doubt this charge will not be waived).
Aberdeen UK Emerging Companies Unit Trust will, under normal circumstances, be
capable of purchase or sale of units on a daily basis through AUTM at a price
determined by reference to the net asset value of the fund. Accordingly,
Shareholders who elect for the Aberdeen Roll-over Option and have Aberdeen Units
issued to them and who choose to sell those units in the future will receive an
amount which may be more or less than the amount they would have received had
they sold earlier depending on market movements in the interim period affecting
the value of the Aberdeen UK Emerging Companies Unit Trust investments.
Shareholders who choose the Aberdeen Roll-over Option will have no cancellation
rights in respect of the Aberdeen Units issued to them.
The Value Catalyst Fund Limited
VCF is an investment company incorporated in the Cayman Islands which has been
designed to allow investors to take advantage of certain investment
opportunities in Closed-end Funds and similar investment entities. The VCF
Shares are listed on the Irish Stock Exchange.
VCF's investment objective is to provide its shareholders with an absolute
return through capital appreciation from investment in Closed-end Funds, similar
investment entities and other companies where the board of Directors of VCF
believes such investment to be in line with VCF's overall objective and with a
regular income equating to LIBOR plus 1 per cent. Its investment manager, Laxey,
seeks to enhance returns and reduce risk through the selective use of gearing,
up to a maximum of 100 per cent. of VCF's net asset value, and various hedging
strategies.
VCF has generated a total return of 27.05 per cent. from inception in July 2000
to 30 June 2003, compared to a fall of 32.51 per cent. for the S&P 500 and a
fall of 30.4 per cent. (in $US terms) for the FTSE 100 in each case over the
same period.
The VCF directors will propose a reconstruction resolution at a general meeting
of VCF to be convened within 60 days of 30 June 2005 and, if not passed at such
meeting, at every subsequent annual general meeting until passed. Additionally,
if the discount of the Closed-end Funds sector is below 10 per cent. on any 30
June, the VCF directors will propose a Reconstruction Resolution at the next
following annual general meeting of VCF.
Laxey is a private limited liability company incorporated under the laws of the
Isle of Man and regulated by the Isle of Man Financial Supervision Commission.
VCF currently owns approximately 5.48 per cent. of the Company's issued share
capital and other funds managed by Laxey own a further 24.25 per cent.
Deemed elections
Shareholders, other than Overseas Shareholders, who do not make valid elections
by the required times will be deemed to have elected for Aberdeen Units, save
that the Directors reserve the right (at their sole discretion) to treat any
elections received late and/or which contain defects as nonetheless valid and
binding on the Shareholders, in which event the relevant Shareholders shall be
so bound.
Overseas Shareholders will be deemed to have elected for the Realisation Option
unless they are able to satisfy VCF and/or AUTM respectively that they are
permitted to hold VCF Shares, and/or Aberdeen Units (as applicable) without
breaching the laws of any relevant jurisdictions.
Due to the minimum subscription level for VCF Shares imposed by the Irish Stock
Exchange, only those Shareholders who elect in respect of holdings of Ordinary
Shares worth at least US$100,000 will be eligible to apply for VCF Shares. Those
Shareholders who elect for VCF Shares but do not satisfy this minimum
requirement or who have elected for VCF Shares and subsequently one of the other
conditions are not satisfied, will be deemed to have elected for the Realisation
Option. Those Shareholders who elect for VCF Shares will be required to warrant
that they meet specific criteria.
The number of VCF Shares to be issued will be subject to a limit of 97,300
shares (being 9.99 per cent. of the current issued share capital of VCF and with
a net asset value of approximately #6,600,704 million at the net asset value for
VCF as at 26 June 2003, being the latest practicable date prior to the
publication of the Circular) and will be conditional upon those shares being
admitted to listing on the Irish Stock Exchange. For the purposes of these
illustrative figures, a conversion rate of #1:$1.66 has been used. In the event
that Shareholders elect for the VCF Option which would result in more than
97,300 VCF Shares being issued, Shareholders electing for VCF Shares will be
scaled back (on a basis to be determined by the Company in consultation with
VCF) into the Realisation Option. Any new VCF Shares will be issued credited as
fully paid and will rank pari passu in all respects with the existing shares in
issue on the date of allotment save that they will not rank for any dividend
declared, paid or made before the final dividend in respect of the financial
year in which they were allotted.
General
Implementation of the Scheme is conditional, inter alia, upon the relevant tax
clearances being obtained, the special resolution at the First EGM being passed
and thereafter both the resolutions being passed at the Second EGM. In the event
that these conditions are not satisfied, the Scheme will not be implemented. If
the ordinary resolution at the First EGM is not passed, the VCF Roll-over Option
and Immediate Cash Option will cease to be available and those who have elected
for the VCF Roll-over Option and/or the Immediate Cash Option will be deemed to
have elected for the Realisation Option.
Interim dividend
For the financial period ending 30 June 2003, an interim dividend will be
declared on 10 July 2003 and will be paid before 31 July 2003 to all
Shareholders on the register at the close of business on 18 July 2003. The
interim dividend will cover net revenue for the financial period together with
accumulated revenue reserves of the Company less the anticipated costs of the
Proposals. Shareholders should note that the declaration of an interim dividend
is not a profit forecast. Although unlikely, a further dividend(s) may be paid
until the Effective Date in order to retain investment trust status. Based on
the expected timetable it is not currently the Board's expectation that any
interim results will be published.
Settlement
Those Shareholders who elect for the Immediate Cash Option will be sent cheques
(unless the redemption proceeds are over #100,000 and the relevant account
details have been inserted in the Form of Election to enable payment by
telegraphic transfer), which are expected to be despatched by 15 August 2003.
Any payments made by telegraphic transfer to Shareholders who have elected for
the Immediate Cash Option are also expected to be made by 15 August 2003 and
will be made at the expense of the Shareholders entitled thereto.
Liquidation distributions will be made on the "D" Shares which will result from
elections (or deemed elections) for the Realisation Option. It is currently
anticipated that such distributions will be made periodically subject to there
being sufficient liquid funds to make the distributions economic. If, as
currently anticipated, the realisation process takes some 9 months, the final
distribution would be made 10 months following the Second EGM.
Costs and commissions
The costs of the Proposals, including all advisory costs and the other costs of
the Proposals to be borne by the Company but excluding repayment of the Loan
Stock and the Liquidation Fund are not expected to exceed 1.38 per cent. of the
Company's net assets as at the close of business on 2 July 2003 (being the
latest practicable date prior to publication of the Circular). The costs of the
Proposals will be borne pro rata by all Shareholders irrespective of the
election(s) made. Any stamp duty/stamp duty reserve tax payable on the transfer
of assets to the VCF Roll-over Fund will be borne by the transferee fund and has
been taken into account in the pricing arrangements. Any stamp duty/stamp duty
reserve tax payable and dealing costs associated with the transfer of assets to
Aberdeen UK Emerging Companies Unit Trust are taken into account in the Creation
Price.
Shareholders electing for the Realisation Option should note that any additional
costs specifically associated with the ongoing realisation, such as the
Liquidator's ongoing fees, costs and expenses will affect the total amount
finally receivable.
In the event that the Proposals are not implemented, each participant entity
will be liable for its own costs.
Listing of and Dealings in Ordinary Shares and Reclassified Shares
The Company's register of members will be closed from the close of business on
29 July 2003. The Company's register of members in respect of the Reclassified
Shares is expected to open at 8.00 a.m. on 7 August 2003 and close at 5.00 p.m.
on 7 August 2003. Application for Admission of the Reclassified Shares will be
made and it is expected that such admission will become effective and that
dealings on the London Stock Exchange in respect of the Reclassified Shares will
commence at 8.00 a.m. on 7 August 2003. It is expected that dealings on the
London Stock Exchange in the Reclassified Shares will be suspended at 8.00 a.m.
on 8 August 2003.
If Shareholders dispose of their Ordinary Shares otherwise than through the
London Stock Exchange, they must make their own arrangements with the other
parties concerned as regards entitlements to VCF Shares or Aberdeen Units.
The intention is to maintain the listing for the Reclassified Shares in issue
following the Liquidation for up to a further twelve months but, provided that
the Scheme becomes unconditional, no further dealings on the London Stock
Exchange will take place after the suspension of dealings in the Reclassified
Shares referred to above. It is however expected that periodic announcements of
the net assets attributable to the "D" Shares will be made (identifying the
level of cash separately).
Overseas Shareholders
To ensure that there is no breach of any applicable securities laws, the
Circular will not be accompanied by a Form of Election when sent to any
Shareholder whose address in the Company's register of members is outside the
UK.
Any such Shareholder may specify an address in the UK to which such documents
may be despatched. If the Scheme becomes effective, such Shareholders who elect
for the VCF Roll-over Option and/or the Aberdeen Roll-over Option will, unless
they are able to satisfy VCF and/or AUTM respectively that they are permitted to
hold VCF Shares and/or Aberdeen Units without breaching the laws of any relevant
jurisdictions, be deemed to have elected for the Realisation Option.
Extraordinary General Meetings
The Proposals require the approval of Shareholders at two Extraordinary General
Meetings. Notices convening the Meetings are set out in the Circular. Both
Meetings will be held at One Bow Churchyard, Cheapside, London EC4M 9HH.
First EGM
The First EGM will be held at 10.30 a.m. on 31 July 2003. The special resolution
will, if passed, amend the Articles for the purposes of the Scheme, approve the
Scheme and authorise its implementation by the Liquidators. The resolution will
require the approval of at least 75 per cent. of the votes cast in respect of
it. The Scheme will not become effective until the first and second resolutions
to be proposed at the Second EGM have been passed.
As VCF and its associates (as at 2 July 2003) holds 6,201,354 Ordinary Shares
representing 29.73 per cent. of the issued share capital of the Company and are
thus major shareholders in the Company the transactions involving VCF, relating
to the VCF Roll-over Option and the Immediate Cash Option, are related party
transactions. Accordingly, their implementation is, under the Listing Rules,
conditional on the passing of a separate ordinary resolution at the First
Extraordinary General Meeting. VCF and its associates are not permitted to vote
on that resolution and hence VCF will abstain, and has undertaken to take all
reasonable steps to ensure that its associates will abstain, from voting on that
resolution at the First EGM. This ordinary resolution will require the approval
of at least 50 per cent. of the votes cast.
If the special resolution to be put to the First Extraordinary General Meeting
is not passed at that meeting the Scheme cannot become unconditional. If the
Ordinary Resolution is not passed, the VCF Roll-over Option and Immediate Cash
Option will not be available.
Second EGM
The Second EGM will be held at 9.30 a.m. on 8 August 2003. A special resolution,
which is conditional upon the special resolution to be put to the First
Extraordinary General Meeting having been passed and the other conditions to the
Scheme being satisfied, will be proposed at that meeting to wind-up the Company
voluntarily and appoint the Liquidators. The second resolution (an extraordinary
resolution) is conditional on the first resolution being passed and the other
conditions to the Scheme being satisfied, and if passed will authorise the
Liquidators to exercise certain powers for which the express sanction of
Shareholders is required under the Insolvency Act 1986, such as repaying classes
of creditors in full.
The first and second resolutions to be proposed at the Second EGM will require
the approval of at least 75 per cent. of the votes cast in respect of each of
them.
Resolutions not passed
If the special resolution to be put to the First EGM or either of the
resolutions at the Second EGM is or are not passed at the relevant meeting (or
at any adjournment thereof), the Scheme will not proceed and the Company will
continue in its current status as an investment trust and, as described in the
Circular, a continuation resolution (and/or alternative proposals) will be put
to Shareholders prior to the end of 2003.
If the ordinary resolution at the first EGM is not passed, the VCF Roll-over
Option and Immediate Cash Option will cease to be available.
Enquiries:
Robert Hoskin 020 7463 6322
Aberdeen Asset Management
Tom Durie 020 7621 5564
Close Brothers Securities
APPENDIX 1
DEFINITIONS
The following definitions apply throughout this document unless the context
requires otherwise:
"Aberdeen" or Aberdeen Asset Managers Limited
"Manager"
"Aberdeen the Transfer Agreement between the Company, AUTM, Aberdeen UK
Agreement" Emerging Companies Unit Trust Trustee and the Liquidators,
providing for the Aberdeen Roll-over Option
"Aberdeen the Aberdeen Investment Trust Share Plan, the Aberdeen
Investment Trust Investment Trust ISA and the Aberdeen Investment Trust PEP
Savings
Schemes"
"Aberdeen the option for Shareholders to receive Aberdeen Units under the
Roll-over Scheme
Option"
"Aberdeen UK State Street Trustees Limited, which is the trustee for
Emerging Aberdeen UK Emerging Companies Unit Trust and which is
Companies Unit authorised by the FSA
Trust Trustee"
"Aberdeen units in the Aberdeen UK Emerging Companies Unit Trust
Units"
"Act" the Companies Act 1985 as amended
"Admission" admission of the Reclassified Shares to the Official List and
to trading on the London Stock Exchange becoming effective
"Articles" the articles of association of the Company
"AUT Issue the Creation Price of an Aberdeen Unit on the day upon which
Price" Aberdeen Units are issued in accordance with the Scheme
"AUTM" Aberdeen Unit Trust Managers Limited, the manager of Aberdeen
UK Emerging Companies Unit Trust
"AUT Pool" the assets comprising the portfolio attributable to the "A'"
Shares (as reclassified pursuant to the First Resolution)
"AUT Pool NAV" the residual net asset value per Ordinary Share used for
calculating entitlement to Aberdeen Units, determined for this
purpose using the market offer price of the relevant assets of
the Company
"Board" or the board of directors of the Company (or any duly authorised
"Directors" committee thereof)
"Business Day" any day on which banks in each of the United Kingdom, the
Cayman Islands, Ireland and the Isle of Man are open for normal
banking business excluding Saturdays and Sundays
"Cash Pool" the assets from time to time comprising the portfolio
attributable to the "C" Shares (as reclassified pursuant to
the First Resolution)
"Cash Pool the residual net asset value per Ordinary Share used for
NAV" calculating the quantum of the Immediate Cash Option,
determined by applying a discount of 6.5 per cent. to the bid
price of the relevant assets of the Company
"certificated" a share which is not in Uncertificated Form (that is a share
or "in not held in CREST)
certificated
form"
"CIS the Collective Investment Schemes sourcebook
Sourcebook"
"Close Brothers Close Brothers Securities, a division of Winterflood Securities
Securities" Limited
"Closed-end Investment companies with a fixed capital, such as UK
Funds" investment trusts, US closed-end funds and other offshore
domiciled funds which, in general, neither redeem or reissue
their shares
"Creation the creation price of an Aberdeen Unit, determined in
Price" accordance with the CIS Sourcebook and which takes into account
dealing costs and stamp duty (but, for the avoidance of doubt,
does not in relation to the Scheme include the current initial
charge of 4.25 per cent.), to be used in determining the AUT
Issue Price
"CREST" the relevant system (as defined in CREST Regulations) in
respect of which CRESTCo is the Operator (as defined in CREST
Regulations)
"CRESTCo" CRESTCo Limited
"CREST the Uncertificated Securities Regulations 2001
Regulations"
"Directors'" the directors of The Smaller Companies Investment Trust PLC
"Effective the date on which the Company is placed into members' voluntary
Date" liquidation and the Scheme becomes effective (which is expected
to be 8 August 2003)
"Election" includes, where appropriate, a deemed election under the
Scheme
"FSA" Financial Services Authority
"First EGM" or the extraordinary general meeting of the Company to be held
"First at10.30 a.m. on 31 July 2003, notice of which is set out in the
Extraordinary Circular, or any adjournment thereof
General
Meeting"
"First the first resolution to be put to the First EGM
Resolution"
"Form of the white form of election for use by Shareholders in relation
Election" to the Proposals or (where applicable) the election forms for
utilisation by participants in the Aberdeen Investment Trust
Savings Schemes
"Forms of the green form of proxy for use by Shareholders in relation to
Proxy" the First EGM and the blue form of proxy for use by
Shareholders in relation to the Second EGM
"Immediate Cash the option for an immediate cash exit at a discount of 6.5 per
Option" cent. to the bid price valuation of the Cash Pool on the
Effective Date
"ISA" an individual savings account
"ISA Manager" Aberdeen Asset Managers Limited
"Key Features the document setting out the key features of the Aberdeen UK
Document" Emerging Companies Unit Trust
"Laxey" Laxey Partners Limited
"Letters of letters of direction to the plan manager of the Aberdeen
Direction" Investment Trust Savings Schemes as to exercise of voting
rights and Scheme elections
"Liquidation the liquidation fund to be retained by the Liquidators as
Fund" described in the Circular
"Liquidators" the liquidator(s) for the time being of the Company (and being,
initially, the persons so appointed at the Second EGM)
"Loan Stock" Equity Linked Unsecured Loan Stock 2003 of the Company
"Loan Stock the instrument which created the Loan Stock
Instrument"
"London Stock the London Stock Exchange plc
Exchange"
"Meetings" the First EGM and the Second EGM
"Official the official list of the UK Listing Authority
List"
"Ordinary ordinary shares of 0.05p each in the capital of the Company,
Shares" or including, where appropriate, the Reclassified Shares
"Shares"
"Overseas Shareholders who are resident in, or citizens, residents or
Shareholders" nationals of, jurisdictions outside the UK (but excluding any
Shareholder(s) in respect of whom VCF and/or AUTM respectively
are satisfied that such Shareholder may hold VCF shares and/or
Aberdeen Units without breaching the laws of any relevant
jurisdiction)
"PEP" a Personal Equity Plan
"Proposals" the proposals for the reconstruction of the Company described
in the Circular and which are the subject of the resolutions to
be proposed to the Meetings
"Realisation the option under the Scheme whereby Shareholders may elect to
Option" have a phased realisation of their investment by retaining an
interest in the Company following its liquidation when it will
realise its remaining investments over a period of time
expected to be up to approximately 9 months
"Realisation the assets from time to time comprising the portfolio
Pool" attributable to the "D" Shares (as reclassified pursuant to the
First Resolution)
"Reconstruction an ordinary resolution, the terms and form of which will be
Resolution" drawn up by the directors of VCF in their absolute discretion,
to unitise or otherwise reorganise VCF to be proposed at a
general meeting of VCF within 60 days of 30 June 2005 and, if
not passed at such meeting, at every subsequent annual general
meeting of VCF until passed or to be proposed at the annual
general meeting of VCF next following any 30 June on which the
discount of the Closed-end Fund sector (as determined by VCF's
international placing agent from time to time) has fallen below
10 per cent. on such date
"Proposals" the proposals for the reconstruction of the Company described
in this document
"Reclassified Ordinary Shares as reclassified with "A", "B", "C" or "D"
Shares" rights for the purposes of the Scheme pursuant to the first
resolution set out in the notice convening the First EGM taking
effect
"Record Date" close of business on 29 July 2003, being the record date for
determining which Shareholders are entitled to participate in
the Scheme
"Roll-over VCF and Aberdeen UK Emerging Companies Unit Trust
Funds"
"Scheme" the scheme implementing the Proposals described in the
Circular
"Second EGM" or the extraordinary general meeting of the Company to be held at
"Second 9.30a.m. on 8 August 2003, notice of which is set out in the
Extraordinary Circular, or any adjournment of that meeting
General
Meeting"
"Shareholders" holders of Ordinary Shares
"Share Plan Aberdeen Asset Managers Limited
Manager"
"Share Plan a participant in the Aberdeen Investment Trust Share Plan
Participant"
"The Smaller The Smaller Companies Investment Trust PLC
Companies
Investment
Trust" or
"Company"
"Transfer the Aberdeen Agreement and the VCF Agreement providing, inter
Agreements" alia, for the transfer of the relevant assets from the Company
to the Roll-over Funds, the terms of which are summarised in
the Circular
"UK" the United Kingdom of Great Britain and Northern Ireland
"UK Listing the FSA acting in its capacity as the competent authority for
Authority" listing pursuant to Part VI of the Financial Services and
Markets Act 2000
"uncertificated" a share or shares recorded on the register of members as being
or "in held in uncertificated form in CREST and title to which, by
uncertificated virtue of the CREST Regulations, may be transferred by means of
form" CREST
"Unit Trust the Collective Investment Schemes Sourcebook Instrument 2001
Regulations" (as amended)
"VAT" value added tax
"VCF" The Value Catalyst Fund Limited
"VCF the Transfer Agreement with VCF, providing for the VCF
Agreement" Roll-over Option and the acquisition to fund the Immediate Cash
Option
"VCF Issue the net asset value of a VCF Share (determined utilising bid
Price" market prices on the Effective Date as increased by 0.5 per
cent. to cover stamp duty
"VCF Pool" the assets comprising the portfolio attributable to the "B"
Shares (as so reclassified pursuant to the First Resolution)
"VCF Pool NAV" the residual net asset value per Ordinary Share used for
calculating entitlement to VCF Shares, determined by applying a
discount of 2.5 per cent. to the bid price of the relevant
assets of the Company
"VCF the resolutions to be proposed at an extraordinary general
Resolutions" meeting of VCF authorising the entry into and implementation of
the VCF Agreement
"VCF Roll-over the option for Shareholders to receive VCF Shares under the
Option" Scheme
"VCF Shares" ordinary shares of US$0.001 in VCF
"VCF holders of VCF Shares
Shareholders"
APPENDIX 2
EXPECTED TIMETABLE
2003
Record Date for interim dividend 18 July
Date after which dealings in Ordinary Shares should 24 July
only be for cash settlement and immediate delivery of
documents of title
Latest time and date for receipt of Letters of 10.30 a.m. on
Direction* for the First EGM and Scheme elections 25 July
Latest time and date for receipt of Forms of Proxy for 10.30 a.m. on
the First EGM 29 July
Latest time and date for receipt of Forms of Election 5.00 p.m. on 29 July
Record Date for the purposes of the Elections, the Close of
Company's register of members closes business 29 July
First Extraordinary General Meeting 10.30 a.m. on
31 July
Latest time and date for receipt of Letters of 9.30 a.m. on 4
Direction* for the Second EGM August
Latest time for receipt of Forms of Proxy for Second 9.30 a.m. on 6
EGM August
Register of members in respect of Reclassified Shares 8.00 a.m. on 7
opens and dealings in Reclassified Shares expected to August
commence
Register of holders of Reclassified Shares closes 5.00 p.m. on 7
August
Effective Date 8 August
Dealings in Reclassified Shares suspended 8.00 a.m. on 8
August
Second Extraordinary General Meeting 9.30 a.m. on 8
August
Units in the Aberdeen UK Emerging Companies Unit Trust By close of
issued business 11
August
Contract notes in respect of new VCF Shares issued Week commencing
under Scheme despatched to Shareholders entitled 11 August
thereto
VCF Shares allotted 12 August
Cheques in relation to the Immediate Cash Option and By 15 August
the redemption of the Loan Stock dispatched
Confirmation notes in respect of Aberdeen Units issued By 18 August
under Scheme despatched to Shareholders entitled
thereto
*Applies to the Aberdeen Investment Trust Savings Schemes only, participants in
other plans should consult their plan managers.
This announcement, which has been issued by the Company, has been approved by
Close Brothers Securities, which is regulated in the United Kingdom by the
Financial Services Authority, solely for the purposes of section 21 of the
Financial Services and Markets Act 2000.
This information is provided by RNS
The company news service from the London Stock Exchange
END
REPUUUWWMUPWUMM
