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Henderson Smllr Cos (HSL)

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Tuesday 02 December, 2008

Henderson Smllr Cos

Receipt of AGM Requisition No

RNS Number : 3614J
Henderson Smaller Cos Inv Tst PLC
02 December 2008



2 December 2008


Receipt of AGM Requisition Notice

The Board of The Henderson Smaller Companies Investment Trust plc ('the Company') hereby announces that it has received a requisition notice from Carrousel Capital Ltd ('Carrousel'). This requires a resolution to be put to shareholders at the next Annual General Meeting of the Company, which is expected to be held towards the end of September 2009.  The resolution reads as follows:

'THAT the Directors of the Company are herby requested to bring forward proposals ('Proposals') whereby the Company's share capital is reorganised so that all shareholders are able to realise their investment in the Company for cash by requesting the redemption of all or any of their shareholding on a quarterly basis at a valuation determined by reference to the realisation value of the Company's portfolio less associated costs and a discount, not exceeding two per cent., determined by the Board.  It is expected that this would be achieved by the ordinary shares in the authorised but unissued share capital of the Company being redesignated as redeemable ordinary shares. Subject to court approval, each and every issued ordinary share ('Existing Ordinary Share') in the Company would then be cancelled and extinguished and the nominal value thereof applied in paying up new redeemable ordinary shares ('Redeemable Ordinary Shares') (credited as fully paid up) to be issued to shareholders on the basis of one Redeemable Ordinary Share for every Existing Ordinary Share held by such shareholders.'  

The Company received from Carrousel a draft of the resolution in the week beginning 17 November 2008 and the directors have considered carefully the proposals now set out in the requisition notice. The Board has concluded that it would be against the interests of the Company's shareholders as a whole for Carrousel's proposalto be implemented.  The structure of the type suggested by Carrousel would, in the context of the Company's smaller company portfolio and use of gearing, place significant constraints on the investment management of the Company. This is likely to lead to a materially adverse effect on the Company's long term investment performance to the detriment of ongoing shareholders.  Accordingly, the Board will be recommending the Company's shareholders to vote against the resolution when it is put to the Annual General Meeting next autumn.

The Board has noted that in September 2007 the shareholders votedby an overwhelming majority, for the continuation of the Company in its current form. A similar vote is scheduled for the Annual General Meeting in 2010 and for the Annual General Meeting in every third year thereafter.  

- ENDS -

For further information, please contact:

Neil Hermon

Fund Manager

The Henderson Smaller Companies Investment Trust plc

Telephone: 020 7818 4351

James de Sausmarez

Head of Investment Trusts

Henderson Global Investors

Telephone: 020 7818 3349

Robbie Robertson/Andrew Zychowski/David Yovichic

Collins Stewart

Telephone: 020 7523 8000

This information is provided by RNS
The company news service from the London Stock Exchange