Conversion of Subscription Shares

RNS Number : 1970J

Schroder UK Growth Fund PLC

27 June 2011

 



27 June 2011

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 2011. As this date falls on a Sunday, the actual subscription date will be 1 August 2011. There is only 1 subscription date left, being 1 August 2011, at which the exercise price is 119 pence per share. As set out below, the Subscription Price will then rise to 129 pence per share if exercised between 31 January 2012 and 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 convert 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 on the same terms in the 28 days preceding the relevant Subscription Date(s) up to and including 31 July 2012. Subscription Shareholders should, however, note the relevant Subscription Prices that will apply on each of those 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 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 24 June 2011. Capitalised terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Circular.

The Company has submitted its Circular to the National Storage Mechanism and it will shortly be available for inspection at www.Hemscott.com/nsm.do.

Enquiries:

Jonathan McGuire

Schroder Investment Management Limited                                            Tel: [phone]

 

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