Correction: Return of Capital - Publication of Circular
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
The following amendment has been made to the 'Return of Capital - Publication of Circular' announcement released 19 July 2024 at 07:00am.
The Record date for first interim dividend in the announcement is 2 August 2024 and not 1 August 2024 as stated in the previous announcement and in the Circular.
All other details remain unchanged.
The full amended text is shown below.
Invesco Perpetual UK Smaller Companies Investment Trust PLC
Return of Capital by way of a proposed elective Special Dividend
Notice of General Meeting
Introduction
Further to its announcement on 22 May 2024, the Board is pleased to offer a return of capital to Shareholders in respect of up to 10 per cent. of the Company's issued shares (excluding treasury shares). The return of capital will be effected by way of an elective Special Dividend together with the cancellation of the shares on which the dividend is paid.
On the condition that they give up the corresponding part of their shareholdings, all Shareholders will be offered an opportunity to elect to receive the Special Dividend in respect of each Share so elected, amounting to 97.5 per cent. of the Net Asset Value per Share as at the Net Asset Value Certification Date.
The Company has today published a Circular which contains the background to the Special Dividend Proposals, and explains the Special Dividend Proposals in detail (including the terms of the Special Dividend Offer and how Shareholders can elect to receive the Special Dividend, if they wish to do so). The Circular also includes a notice convening a General Meeting of the Company, to be held at 11.00 a.m. on 5 August 2024 at 43-45 Portman Square, London, W1H 6LY, at which the Company will seek Shareholder approval to pay the Special Dividend and, conditional upon the approval of the Court, to cancel for no consideration the Shares on which the Special Dividend is paid.
Capitalised terms used in this announcement shall have the meaning given to them in the Circular. The Circular can be viewed on the Company's website at www.invesco.co.uk/ipukscit and will shortly be submitted to the National Storage Mechanism and available for inspection at: https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
Expected Timetable
| Publication of this Circular | 19 July 2024 |
| Record date for first interim dividend | 2 August 2024 |
| Latest time for receipt of Forms of Proxy | 11.00 a.m. on 1 August 2024 |
| General Meeting | 11.00 a.m. on 5 August 2024 |
| Results of General Meeting announced | 5 August 2024 |
| Latest time for receipt of Forms of Election and TTE Instructions in CREST | 1.00 p.m. on 19 August 2024 |
| Payment of first interim dividend | 30 August 2024 |
| Special Dividend Record Date | 6.00 p.m. on 17 September 2024* |
| Net Asset Value Certification Date | 6.00 p.m. on 17 September 2024* |
| Announcement of (i) Net Asset Value per Share as at the Net Asset Value Certification Date and (ii) amount of Special Dividend per Share | 18 September 2024 * |
| Reduction of Capital Hearing Date | 24 September 2024 * |
| Reduction of Capital Effective Date | 1 October 2024 * |
| Payment of Special Dividend | 8 October 2024 * |
| Despatch of balance Share certificates (in respect of Shares held in certificated form) / Shares not cancelled pursuant to the Special Dividend Offer returned to CREST accounts (in respect of Shares held in uncertificated form) | 8 October 2024 * |
All references are to London time unless otherwise stated.
Each of the times and dates in the expected timetable of events may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through an RIS.
* These dates are provisional only. The exact dates may vary depending on the Court timetable for the Reduction of Capital.
Terms of the Special Dividend Offer
The Special Dividend Offer is subject to the satisfaction (or, where applicable, waiver) of certain conditions as set out in paragraph 2 of Part III of the Circular, and may be suspended or terminated in certain circumstances as set out in paragraph 9 of Part III of the Circular.
Subject to all conditions of the Special Dividend Offer being satisfied (or waived), Shareholders (other than Restricted Shareholders) will be entitled to receive the Special Dividend on a number of Shares up to their Basic Entitlement. The Basic Entitlement is such number of Shares, rounded down to the nearest whole number, as represents 10 per cent. of the Shares they held as at the Special Dividend Record Date. Shareholders may elect to receive the Special Dividend on a number of Shares in excess of their Basic Entitlement, but any such excess elections will be satisfied pro rata in proportion to the amount elected in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares), to the extent that other Shareholders elect to receive the Special Dividend on a number of Shares which is less than their aggregate Basic Entitlement, or do not elect to receive the Special Dividend at all.
Under the Special Dividend Offer, all Shareholders will have the choice either to:
- do nothing and therefore continue to hold all their Shares and benefit from any increase in capital value delivered by the Company's future investment performance, alongside any future income from regular dividends on their holding; or
- elect to receive the Special Dividend, which will provide an opportunity to participate in the one-off return of funds by the Company, on the basis that they give up a part of their holding and the entitlement to future regular dividends on such part of their holding.
The Special Dividend will be paid to electing Shareholders in Sterling and in the same manner as other dividends paid by the Company, including for the purposes of UK taxation. Any Shareholder who is in any doubt about their tax position is recommended to seek appropriate independent professional advice without delay.
All Shareholders are being given the chance to elect to receive the Special Dividend. However, it is up to Shareholders to decide whether they wish to elect to receive the Special Dividend or not, and there is no obligation to do so. Shareholders may make this choice in the light of their own circumstances and individual tax considerations.
The amount of the Special Dividend per Share will represent an amount equal to 97.5 per cent. of the Net Asset Value per Share as at the Net Asset Value Certification Date (expected to be 6.00 p.m. on 17 September 2024). Shareholders should note that this date will be after the end of the Special Dividend election period, so Shareholders will not know the precise amount of the Special Dividend they will receive at the time that they make their elections. The Net Asset Value per Share will be calculated in accordance with the provisions set out in paragraph 3 of Part III of the Circular.
Each Shareholder who has elected to receive the Special Dividend will have their Shares on which the Special Dividend is paid cancelled for no payment pursuant to the Reduction of Capital, thereby reducing the number of Shares owned by the Shareholder. While the Shareholder will receive the Special Dividend on the Shares in respect of which their Election has been accepted, they will not be entitled to receive any dividend declared after the Special Dividend Record Date by the Company on those Shares. For the avoidance of doubt, all Shareholders, whether or not they participate in the Special Dividend Offer, will be entitled to the first interim dividend which will be paid on 30 August 2024.
Shareholders should note that all Shares in respect of which Shareholders have made an election to participate in the Special Dividend Offer will be held in escrow by the Receiving Agent, Link Group, and may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Special Dividend Offer.
This summary should be read in conjunction with the full text of the Circular. Capitalised terms shall have the meaning attributed to them in the Circular unless otherwise defined in this announcement.
For further information, please contact:
Naomi Rogers
For and on behalf of Invesco Asset Management Limited
Corporate Secretary to Invesco Perpetual UK Smaller Companies Investment Trust plc
Email: investmenttrusts@invesco.com
+44 (0)20 7543 3591
Will Ellis / John Armstrong-Denby
Invesco Asset Management
+44 (0)20 7543 3500
William Simmonds / Rupert Budge
J.P. Morgan Cazenove
+44 (0)20 3493 8000
19 July 2024
LEI: 549300K1D1P23R8U4U50
Important notices
This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Shares or other securities.
Shareholders are advised to read, with care and in full, the Circular and the Notice of General Meeting (to be made available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism), which contains the terms and conditions of the matters dealt with in this announcement. Any decision to elect to participate in the Special Dividend should be made only on the basis of the information included in the Circular and the Notice of General Meeting.
The Directors make no recommendation to Shareholders as to whether or not they should elect to participate in the Special Dividend Offer. Whether or not Shareholders decide to elect to participate in the Special Dividend Offer will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position.
Shareholders who are in any doubt as to the contents of the Circular or as to the action to be taken should immediately consult an appropriately qualified independent financial adviser authorised under FSMA if in the United Kingdom, or from another appropriately authorised independent financial adviser if in a territory outside of the United Kingdom.
Notice for US Shareholders
The Special Dividend Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the US in certain material respects. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with English law, and US Shareholders should read the entire Circular. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the US and thus may not be comparable to financial information relating to US companies.
The Special Dividend Offer will be made in the US in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable and otherwise in accordance with the requirements of UK legislation. Accordingly, the Special Dividend Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that may be different from those applicable under US domestic tender offer procedures and law. US Shareholders should note that the Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Special Dividend Offer under US federal securities laws since the Company is located outside the US and most of its officers and directors may reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
In accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Company, its nominees, its brokers (acting as agents) or any of their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, other than pursuant to the Special Dividend Offer, before or during the period in which the Special Dividend Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and, if required, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.
The Circular does not address the US federal income tax considerations applicable to any investment in the Shares or any participation in the Special Dividend Offer. US shareholders should consult their own tax advisers regarding the US federal income tax consequences of any such investment or participation.
This announcement has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.
Latest directors dealings
- 6 hours ago ASOS
- 7 hours ago MJ Gleeson
- 7 hours ago Rolls-Royce Holdings
- 7 hours ago Crest Nicholson Holdings
- 8 hours ago Naked Wines