Circular to Subscription Shar

RNS Number : 2201P

Schroder UK Growth Fund PLC

12 July 2010

 



12 July 2010

Circular re Conversion of Subscription Shares

The Board has sent to holders of Subscription Shares a circular (the "Circular") reminding them that they have the right ("Subscription Right") (but not the obligation) to convert their Subscription Shares into ordinary shares of 25p each of the Company (the "Ordinary Shares") on subscription dates set out below. The next subscription date is 31 July 2010, however, as that date falls on a Saturday the next business day being 2 August 2010 will count as the subscription date. There is only one subscription date left at which the exercise price is 113 pence per share. The Subscription Price will then rise to 119 pence per share if exercised on either 31 January 2011 or 31 July 2011 before rising to 129 pence per share if exercised on either 31 January 2012 or 31 July 2012.

Each Subscription Share confers the right, exercisable by notice to the Company in the 28 days preceding each of 31 January and 31 July (each a "Subscription Date") up to and including July 2012 (the "Subscription Period") and upon payment of the relevant subscription price (the "Subscription Price"), to convert the Subscription Share into one Ordinary Share in the Company on the same terms throughout the Subscription Period.

The Company's directors make no recommendation as to whether a holder of Subscription Shares should exercise their Subscription Shares. To the extent that holders do not convert their Subscription Shares on this occasion, they will have the right (subject to the Subscription Share terms and conditions) to do so in the 28 days preceding the relevant Subscription Date(s) of 31 January and 31 July up to and including 31 July 2012, after which date the right to convert their Subscription Shares will lapse. Subscription Shareholders should, however, note the relevant Subscription Prices that will apply on each of the occasions as explained above.

The terms and conditions of the Subscription Shares allow for the Subscription Shares to be held in certificated form, by which they are evidenced by a Subscription Share certificate, or in uncertificated form (i.e. in CREST), in accordance with the Uncertified Securities Regulations 2001. Accordingly, the procedure for exercising Subscription Rights depends on whether the Subscription Shares are held in certificated form or uncertificated form. Full details of the procedure are set out in the Circular.

The Ordinary Shares resulting from the exercise of the Subscription Rights will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares).

The Ordinary Shares arising on the exercise of Subscription Rights will be allotted and issued within 14 days of the relevant Subscription Date (and with effect from the Subscription Date) or such later date as may be necessary to ensure the correct treatment of entitlement to dividends.

The information in this announcement should be read in conjunction with the full text of the Circular dated 6 July 2010. Capitalised terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Circular.

Copies of the Circular have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Tel. [phone]

Telephone number: 020 7066 1000

A copy of the Circular will also shortly be available to view and download from the company's website, www.schroderukgrowthfund.com.

Enquiries:

John Spedding

Schroder Investment Management Limited                                            Tel: [phone]

 

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