NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
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 Aberdeen Asian Smaller Companies Investment Trust plc 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.
Aberdeen Asian Smaller Companies Investment Trust PLC (the "Company")
Legal Entity Identifier (LEI): 5493000FBZP1J92OQY70
20 April 2018
Convertible Unsecured Loan Stock - publication of a Prospectus and Stockholder Circular relating to the Issue, update of results of the related Placing and dispatch of document regarding Half Yearly Report
Further to the announcement made by the Company on 16 April 2018 regarding the proposed issue of up to £37 million new Convertible Unsecured Loan Stock ("2025 CULS") (the "Issue"), the Company today publishes a prospectus (the "Prospectus") containing a notice of general meeting of shareholders of the Company ("Shareholders") and also a separate circular to the holders of the existing 2019 CULS ("Stockholders") containing a notice of meeting of Stockholders (the "Stockholder Circular").
As previously announced, it is intended that 2025 CULS will be issued pursuant to (a) a reinvestment scheme under which proceeds of sale of existing 2019 CULS by Stockholders may be rolled into 2025 CULS (the "Reinvestment Scheme"); (b) an open offer providing Shareholders with the opportunity to participate in the Issue by subscribing for up to £10 million nominal of 2025 CULS (the "Open Offer"), and (c) a placing of 2025 CULS to on behalf of the Company by Panmure Gordon (the "Placing"), with the Reinvestment Scheme, the Open Offer and the Placing being conditional, amongst other things, on the passing of relevant resolutions of Shareholders and Stockholders, respectively at the relevant meetings.
As of today, Panmure Gordon has conditionally placed £17 million nominal of 2025 CULS with institutional investors and private client stockbrokers at the issue price of 100p per £1 nominal, subject to scaling back. In addition holders of the existing 2019 CULS worth £15 million have indicated their intention to participate in the Reinvestment Scheme. In the event of scaling back, those participating under the Reinvestment Scheme will have first priority followed, in order, by those applying under the Open Offer and the Placing.
Applications will be made to the UK Listing Authority and to the London Stock Exchange for the 2025 CULS to be admitted to the Standard Debt segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective, and that dealings in 2025 CULS will commence at 8.00 a.m. on 29 May 2018.
Both the Prospectus and Stockholder Circular will shortly be available to view at www.asian-smaller.co.uk and, in the case of the Prospectus, the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm. Copies of the Prospectus and the Stockholder Circular will also be available from the Company's registered office at Bow Bells House, 1 Bread Street, London EC4M 9HH.
In addition, a copy of the Half Yearly Report to 31 January 2018 has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm. The document will shortly be available for download from the Company's website, www.asian-smaller.co.uk and will be posted to Shareholders.
Terms used and not defined in this announcement shall have the meanings ascribed to them in the Prospectus unless the context otherwise requires.
Expected Timetable
Record date for entitlements under the Open Offer 6.00 p.m. on 18 April 2018
Prospectus and Stockholder Circular published 20 April 2018
Open Offer opens and the Prospectus, Application 20 April 2018
Forms and Forms of Proxy despatched
Period for exercise of the Special Conversion Right opens 20 April 2018
Ex-entitlement Date 8.00 a.m. on 23 April 2018
Open Offer Entitlements and Excess CREST Open Offer 6.00 p.m. on 24 April 2018
Entitlements credited to stock accounts in CREST of
Qualifying CREST Shareholders
Latest recommended time and date for requested 4.30 p.m. on 14 May 2018
withdrawal of Open Offer Entitlements and Excess
CREST Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer 3.00 p.m. on 15 May 2018
Entitlements and Excess CREST Open Offer
Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 16 May 2018
Forms (to satisfy bona fide market claims)
Latest time and date for receipt of completed 11.00 a.m. on 18 May 2018
Application Forms and payment in full under the
Open Offer and settlement of relevant CREST
instructions (as appropriate) and Open Offer closed
Last time and date for the exercise of 2019 CULS Holders 11.00 a.m. on 18 May 2018
of their Special Conversion Right
Record date for the Reinvestment Scheme 6.00 p.m on 18 May 2018
Latest time and date for receipt of Forms of 9.00 a.m. on 21 May 2018
Proxy and electronic proxy appointments via CREST
system for use at General Meeting
Latest time and date for receipt of Forms of 9.05 a.m. on 21 May 2018
Proxy and electronic proxy appointments
via CREST system for use at Stockholder Meeting
Result of the Reinvestment Scheme, Placing and Open Offer 22 May 2018
and conversion premium announced through an RIS
General Meeting to approve, inter alia, matters in connection 9.00 a.m. on 23 May 2018
with the Issue
Stockholder Meeting to approve matters in connection 9.05 a.m. on 23 May 2018
with the Reinvestment Scheme Offer
Record Date for final interest payment on 2019 CULS 6.00 p.m. on 25 May 2018
Admission and commencement of dealings in 2025 8.00 a.m on 29 May 2018
CULS on London Stock Exchange's Main Market
Cancellation of listing of 2019 CULS 8.00 a.m on 29 May 2018
CREST stock accounts credited with 2025 CULS 29 May 2018
issued in uncertificated form
Definitive certificates for 2025 CULS issued in week commencing 4 June 2018
certificated form despatched
Notes:
1. References are to London time.
2. All times and dates are indicative only and may be adjusted by the Company (with the agreement of Panmure Gordon).
3. 2019 CULS Holders who hold their securities in CREST should inform themselves of CREST's requirements in relation to electronic proxy appointments.
Enquiries:
Aberdeen Asset Managers Limited
William Hemmings
020 7463 6000
Panmure Gordon
Rob Naylor/ Paul Fincham, 0207 886 2500
Jonathan Crabtree 0207 886 2720
Important Information
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon (UK) Limited nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Panmure Gordon (UK) Limited is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Panmure Gordon (UK) Limited may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.
