Issue of Equity

Aberforth Smaller Companies Tst PLC 29 September 2003 Aberforth Smaller Companies Trust plc Proposals for the participation of the Company in the reconstruction of Aberforth Split Level Trust plc Introduction The board of Aberforth Split Level Trust plc ('ASLeT') today announced proposals for a scheme of reconstruction of ASLeT in advance of its planned winding up in June 2004. It was also announced that New ASCoT Shares would be offered as one of the roll over options for ASLeT Shareholders under the terms of the Scheme. ASLeT is also managed by Aberforth Partners ('Aberforth') and its investment portfolio is virtually identical to that of Aberforth Smaller Companies Trust plc ('ASCoT'). The ASLeT assets received by ASCoT under the Scheme will therefore be compatible with its existing portfolio. Under ASLeT's articles, the directors of ASLeT are required to put a resolution to the ASLeT Shareholders to consider the winding up or reconstruction of ASLeT no later than 30 June 2004. Following discussions between the boards of ASCoT and ASLeT and their respective advisers, it is proposed that ASLeT should be wound up pursuant to a scheme of reconstruction and that ASLeT Shareholders should be offered the opportunity to roll over their investment in ASLeT into New ASCoT Shares. Under the Scheme, ASLeT Shareholders are also being offered the opportunity to roll their investment into units in a unit trust, Aberforth UK Small Companies Fund, or to realise their investment in ASLeT under the Realisation Option. Benefits of the Proposals for ASCoT The Proposals provide an opportunity to increase ASCoT's net assets in a cost efficient manner not otherwise available to ASCoT in present market conditions. Such an increase will enhance ASCoT's profile by consolidating its position as the largest investment trust in its sector and one of the largest investment trusts overall. In turn, the enhanced size and profile of ASCoT may make it more attractive to investors and may increase liquidity in ASCoT Shares. Furthermore, ASCoT will be established as Aberforth's leading quoted product for accessing the recognised smaller companies expertise at Aberforth and disruption to ASCoT's underlying investment portfolio will be minimised by potentially significantly reducing the amount of ASLeT's overlapping portfolio that requires realisation through the market. ASCoT's participation as a roll over option under the Scheme will not result in any dilution to the net asset value of the Existing ASCoT Shares because: • the New ASCoT Shares being issued pursuant to the Scheme will be issued at a price that is not lower than the net asset value (including all revenue reserves and current net revenue) of an Existing ASCoT Share; • the consideration received by ASCoT for the issue of New ASCoT Shares will consist of a portfolio of investments from ASLeT which will be valued at mid prices; • ASLeT will bear all costs reasonably incurred by ASCoT in connection with the implementation of the Scheme, including the stamp duty payable; and • Aberforth has agreed to bear any costs which ASCoT may incur and, for any reason, not be able to recover from ASLeT should no New ASCoT Shares be issued pursuant to the Scheme. The Scheme Details of the Scheme Under the terms of the Scheme, ASLeT will be put into members' voluntary liquidation and ASLeT Shareholders may: • roll over their investment into New ASCoT Shares (the '' ASCoT Option''); or • roll over their investment into units in Aberforth UK Small Companies Fund (the ''AFund Option''); or • receive cash through an orderly realisation of the assets representing their investment (the ''Realisation Option''); or • select any combination of the above as suits each ASLeT Shareholder's personal investment requirements. The Company's participation as a roll over vehicle under the terms of the Scheme is conditional, however, on the ASCoT Shareholders passing resolutions to approve the Company's participation in the Scheme and authorising the issue of New ASCoT Shares at the Extraordinary General Meeting of ASCoT and the New ASCoT Shares being admitted to the Official List and to trading on the main market of the London Stock Exchange. Realisation Pool In addition to the investments which ASCoT will acquire pursuant to the Scheme, it is possible that ASCoT may seek to acquire further investments for cash from ASLeT's Realisation Pool. Dividends Under the Scheme, in calculating the number of New ASCoT Shares to which an ASLeT Shareholder electing for the ASCoT Option is entitled, the net asset value of an ASCoT Share will include all ASCoT's revenue reserves and current net revenue up to the ASCoT Calculation Date. Accordingly, ASLeT Shareholders who acquire New ASCoT Shares shall be entitled to any dividends or distribution paid by ASCoT with reference to a record date after the date of issue of the New ASCoT Shares (including the dividend referred to below). Whether or not the Proposals become effective, it is anticipated that the Company's next dividend will be the final dividend for 2003 which, in the absence of unforeseen circumstances, is anticipated to be 6.6p (as compared with 6.2p in the previous year) and is expected to be payable in March 2004. This is an estimate calculated on the basis of certain assumptions, is for illustrative purposes only and does not represent a forecast of profits. FUTURE BOARD STRUCTURE It is the Board's objective that it should be at the forefront of good corporate governance. For that reason, it is the Board's wish to go beyond the current minimum requirements of the Association of Investment Trust Companies and The Combined Code by having all Directors seek re-election each year, rather than every three years or after a specified term. In addition, the Board wishes to alert Shareholders to some changes which, in the absence of unforeseen circumstances, it expects to make to its composition, including the appointment of Hamish Buchan, who is currently a director of ASLeT. By the time of the 2005 annual general meeting (which is expected to be held in February of that year), William Hughes will have served Shareholders as Chairman for 14 years; since ASCoT's inception. Mr Hughes will not seek re-election at that 2005 annual general meeting and it is anticipated that David Shaw will then assume the role of Chairman. Keith Miller will not seek re-election at the annual general meeting expected to be held in February 2004, having served Shareholders for 13 years; since ASCoT's inception. During 2004 a further independent Director will be sought in order to ensure the Board comprises no less than five and no more than six members. Extraordinary General Meeting The Proposals require the approval of Shareholders. Accordingly, an Extraordinary General Meeting of the Company will be held at 10.00 am on Wednesday, 29 October 2003 at 14 Melville Street, Edinburgh EH3 7NS. Dealings Applications have been made to the UK Listing Authority for the New ASCoT Shares to be admitted to the Official List and to the London Stock Exchange for the New ASCoT Shares to be admitted to trading. If the Scheme becomes effective and all the conditions of Issue are satisfied, it is expected that the New ASCoT Shares will be admitted to the Official List on, and that the first day of dealings in such shares on the London Stock Exchange will be, Tuesday, 11 November 2003. Expected Timetable For The Company Latest time for receipt of forms of proxy for use in relation 10.00 am on Monday, 27 October to the Extraordinary General Meeting 2003 Extraordinary General Meeting 10.00 am on Wednesday, 29 October 2003 ASCoT Calculation Date 5.00 pm on Friday, 7 November 2003 Effective Date for implementation of the Scheme Monday, 10 November 2003 New ASCoT Shares issued and dealings commence in New ASCoT Tuesday, 11 November 2003 Shares New ASCoT Shares issued in uncertificated form credited to Tuesday, 11 November 2003 stock accounts in CREST of ASLeT Shareholders entitled thereto Certificates for New ASCoT Shares despatched Monday, 17 November 2003 Expected Timetable For The Scheme First extraordinary general meeting of ASLeT to approve the Wednesday, 29 October 2003 Scheme and announcement of the result of elections Second extraordinary general meeting of ASLeT to put ASLeT into Monday, 10 November 2003 liquidation and Effective Date of the Scheme Enquiries: David Warnock 0131 220 0733 Aberforth Partners David Ross 0131 220 0733 Aberforth Partners Gordon Young 0131 220 0733 Aberforth Partners David Holland 0131 220 0733 Aberforth Partners END Capitalised words and expressions used in this announcement shall bear the same meanings as in the prospectus, a copy of which will available in full from 30 September 2003 at the document viewing facility of the UK Listing Authority. This information is provided by RNS The company news service from the London Stock Exchange
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