Proposed Scheme of Reconstruction

Brown Advisory US Smaller Cos. PLC

07 October 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person responsible for arranging for the release of this announcement on behalf of the Company is FundRock Partners Limited as Company Secretary.

Brown Advisory US Smaller Companies PLC (“BASC” or the “Company”)

Result of Strategic Review

Proposed reconstruction with options to roll over into JPMorgan US Smaller Companies Investment Trust plc (“JUSC”) and/or a cash exit

LEI: 549300HKKL9K1NY4TW55

7 October 2026

Result of Strategic Review and Summary of the Proposals

• Further to the Company’s announcement on 8 July 2026, the BASC Board has completed a comprehensive strategic review of the future of the Company.
• The Board has concluded that a scheme of reconstruction of BASC under section 110 of the Insolvency Act 1986 offering shareholders the option to rollover into JUSC and/or elect for cash is the best outcome for shareholders as a whole.
• The Board believes the Proposals provide an attractive solution for shareholders who wish to retain exposure to US smaller companies through a larger investment trust with lower ongoing costs, while also providing a full cash exit for those seeking liquidity.
• All BASC Shareholders will be offered the choice of rolling their investment into new ordinary shares to be issued by JUSC as the default option and/or to realise some or all of their holding for cash at a discount of 0.75% to BASC’s Residual NAV.
• Heads of terms have been agreed with JUSC. JUSC’s investment manager, JPMorgan Funds Limited (which has delegated the management of the Company's portfolio to JPMorgan Asset Management (UK) Limited (together “JPMorgan”)), will continue to manage the enlarged JUSC portfolio in accordance with JUSC’s existing investment objective and policy.

Stephen White, Chairman of BASC, commented: "Throughout the Strategic Review, the Board’s priority has been to secure the best possible outcome for all shareholders. We considered a broad range of options and potential partners, and believe the proposed combination with JUSC provides the right balance of choice and long-term opportunity.

“For shareholders who wish to remain invested, it preserves exposure to US smaller companies through an investment trust structure, while offering the benefits of a larger vehicle, improved liquidity and lower ongoing costs. At the same time, shareholders who would prefer to realise their investment will have the option of a full cash exit.

“Despite the unsettled geopolitical backdrop, we continue to see a favourable outlook for US smaller companies. The macroeconomic background remains supportive, valuations are attractive and there are signs that investors are revisiting the asset class as they take profits in other parts of their portfolios that have performed strongly. We believe the proposed combination creates a stronger vehicle through which shareholders can retain exposure to that opportunity over the long-term.”

Dominic Neary, Chairman of JUSC, commented: "I am delighted to announce a proposed combination with BASC and look forward to welcoming those shareholders who participate in the rollover option. I believe that US smaller companies are some of the most exciting in the world, with JUSC’s investment trust structure providing a marked advantage in accessing these opportunities.

There are significant benefits of this combination for all shareholders. With increased scale ever more important in the investment trust market, shareholders in the combined JUSC will benefit from an enlarged vehicle, with improved liquidity and lower ongoing costs. This provides a compelling platform for shareholders to ‘Invest in the Heart of America’, accessing an asset class that offers attractive long-term opportunities through a structure that offers enhanced returns, strong governance oversight and shareholder representation."

Introduction to the Proposals

The Board of BASC PLC is pleased to announce that non-binding heads of terms have been agreed for a proposed members' voluntary winding up of the Company by way of a scheme of reconstruction under section 110 of the Insolvency Act 1986 (the "Scheme") and the associated transfer of certain of the assets and undertaking of BASC to JUSC (together the “Transaction” and the "Proposals").

Highlights of the Proposals include:

• A rollover option into JUSC which may be attractive to BASC Shareholders who have expressed support for continued exposure to US smaller companies and who would like to remain invested in an investment trust structure.
• An uncapped cash exit option which will allow investors to realise part or all of their investment in BASC. The cash exit will be offered at a 0.75% discount to BASC’s Residual NAV.
• An irrevocable undertaking from Saba Capital Management, L.P. ("Saba") (together with its managed funds and clients) to, amongst other things, vote, or procure a vote, in favour of the Scheme in respect of the BASC shares beneficially owned by it and to elect, or procure an election, for the Cash Option in respect of Saba’s entire beneficial holding of BASC shares representing approximately 16% of BASC's issued share capital.
• The Scheme is expected to become effective towards the end of Q4 2026 subject to, amongst other things, obtaining the relevant shareholder approvals and regulatory and tax clearances.

Benefits of the Proposals

The benefits of the Proposals are expected to include:

• Opportunity for continued exposure to US smaller companies: BASC Shareholders who have expressed support for exposure to US smaller companies in an investment trust structure can continue to do so. Valuations of high-quality US smaller companies are attractive, following a two-year period in which unprofitable US smaller companies have outperformed profitable companies by 20%. The JUSC portfolio management team remains focused on identifying high-quality companies trading at attractive valuations, that are significantly differentiated from the wider market, which the Board believes provides a compelling opportunity for long-term investors.
• A solution for both exiting and continuing shareholders: The Proposals are designed to be simple, equitable, and attractive to BASC Shareholders, providing both liquidity to those that want it and a compelling rollover opportunity into JUSC for those that desire to remain invested in a US smaller companies investment trust mandate.
• Create a stronger investment trust positioned to deliver attractive long-term returns from US smaller companies: As the only two dedicated UK-listed US smaller companies trusts, BASC and JUSC are both believers in this asset class operating in the investment trust structure. This is an opportunity to create a strengthened proposition for the benefit of both companies’ long-term shareholders and for future cohorts of investors.
• Well-resourced team with a robust investment process: JUSC is managed by an experienced portfolio management team of Don San Jose, Dan Percella, and Jon Brachle. The co-portfolio managers benefit from the insights of over 70 research analysts in the US and 130 globally. JUSC is managed using a rigorous investment process focused on bottom-up, fundamental research. The co-portfolio managers seek to identify high-quality smaller cap companies in the US market, trading at reasonable valuations, to build a portfolio that aims to deliver outperformance through a cycle, and since the portfolio managers’ inception, JUSC has outperformed the Russell 2000 Index in 75% of rolling 3-year periods over their tenure.
• Scale: Post Transaction, the increased scale of JUSC should offer improved secondary market liquidity for shareholders in the enlarged JUSC and result in further cost efficiencies. As part of the Proposals, JUSC and JPMorgan have agreed a further reduction in the annual management fee for the combined vehicle to 0.65% on the first £200m of net assets, and 0.60% on net assets thereafter. As a result of a combination, rolling BASC Shareholders and JUSC shareholders could benefit from estimated annual cost savings of c.20 basis points and c.13 basis points, respectively[1].
• Discount management: Post Transaction JUSC would continue to operate a robust discount management policy through share buybacks and its regular 5-yearly continuation votes. As part of the Proposals, JUSC will supplement this policy by introducing a 5-yearly conditional tender offer from 1 January 2027 for 30% of its own shares occurring at a 2% discount to NAV, triggered under two conditions: if JUSC underperforms its benchmark, the Russell 2000 Index total return with net dividends, expressed in Sterling, reinvested over the trailing five-year period; and if the average share price discount to NAV over the preceding twelve months is wider than 5%.
• Complementary shareholder base: There is a significant overlap between BASC’s and JUSC’s top shareholders, allowing BASC Shareholders the opportunity to consolidate their investments into a larger, more liquid investment trust.
• Ability to stay invested in a tax efficient manner: UK BASC Shareholders who roll over their investment in the Company into JUSC are expected to be able to do so without triggering a charge to UK capital gains tax.
• Full cash exit available: BASC Shareholders will have the option to realise some or all of their holding in the Company for cash, at the Company’s Residual NAV less the 0.75% Cash Option Discount.
• JPMorgan’s extensive resources and commitment: JPMorgan is highly supportive of its investment trust business and has a dedicated client team of over 40 individuals responsible for the servicing of its investment trust clients. JPMorgan would make a substantial financial contribution, equivalent to a minimum of 12 months’ management fee on the net assets transferred to the enlarged JUSC by BASC in order to insulate JUSC shareholders and rolling BASC Shareholders from a significant proportion of the costs of the Transaction. In addition, JPMorgan is making a separate contribution, post-Transaction, to the enlarged JUSC’s marketing and promotional activities, which will benefit all shareholders of the enlarged JUSC.
• Board of enlarged trust: BASC will have director representation on the Board of the combined entity, maintaining continuity of oversight for BASC Shareholders.

Background to the Proposals

On 8 July 2026, the Board announced it was conducting a Strategic Review of the future of the Company. The Board noted it continued to have confidence in the Portfolio Manager’s philosophy and process, as demonstrated historically. However, the Board also recognised that more recent performance, despite being positive in absolute terms, had lagged the Company’s benchmark by a wide margin. 

In the past 18 months, the Board has taken a number of actions aimed at enhancing the attractiveness of the Company and delivering value for shareholders. These have included a reduction in the management fees payable, effective from 1 January 2025. The Board has also remained committed to the use of share buybacks with the aim of reducing discount volatility.

The Board was cognisant of the Company’s forthcoming three-yearly continuation vote, currently due to be held at this year’s Annual General Meeting (“AGM”) and has been actively engaging with shareholders to understand their views.

Feedback from shareholders has been broadly supportive of the Company’s investment objective and policy, as well as the processes and resources of the Investment Manager. There is also significant support for the Company’s existing discount control mechanisms, including the three-yearly continuation vote, the five-year performance-related tender offer, scheduled for 2028, and the use of buybacks.

However, a number of larger shareholders have indicated a preference for a liquidity opportunity in the shorter term. In addition, some shareholders have raised concerns regarding the scale of the Company and its future appeal to a broader investor base.

As part of the Strategic Review, the Board undertook a competitive process, considering a number of proposals across a range of potential structures and mandates. In assessing the options, the Board placed particular weight on providing shareholders who wished to remain invested with continued exposure to US smaller companies through an investment trust structure. Following this process, the Board concluded that the Proposals with JUSC represented the most attractive overall outcome for shareholders.

Information on JUSC

JUSC’s investment objective is to achieve capital growth from investing in US smaller companies. JUSC has a long track record of investment in US smaller capitalisation stocks, employing a consistent and disciplined process.

The lead portfolio manager of the Company is Don San Jose, who has 29 years’ experience and has been managing the Company since 2008. He is assisted in the management of the Company by co-portfolio managers Dan Percella and Jon Brachle. The investment team has an average of 20 years’ experience. In addition, the investment team can leverage the vast resources at JPMorgan which include over 70 equity analysts in the US and over 130 research analysts globally.

Don San Jose and the team are bottom-up managers and select stocks based on company fundamentals and proprietary fundamental analysis to construct portfolios. It is through independent research focused on high-quality stocks, together with a disciplined approach to valuation that the team aims to add value for investors over the long term. The team exercises a fundamental approach to investing in companies with an emphasis on durable business models, quality management, consistent earnings, high return on invested capital and sustainable free cash flow.

With effect from 1st January 2026, the JUSC management fee was reduced to 0.70% per annum on net assets up to £300 million, and 0.60% on all assets above that value. As part of the Proposals, JUSC and JPMorgan have agreed a further reduction in annual management fee for the enlarged JUSC to 0.65% on the first £200m of net assets, and 0.60% on net assets thereafter (the "Revised JUSC Management Fee").

Both JPMorgan and the JUSC Board recognise that JUSC’s focus on high‑quality companies has lagged the market’s enthusiasm for stocks aligned with a variety of themes, such as AI, cryptocurrency, and quantum computing, and a strong relative outperformance of high beta and high volatility stocks relative to those with higher profitability.

Nevertheless, JPMorgan and the JUSC Board remain positive on the outlook for US small-cap equities: while recent returns have been driven by a narrow group of AI-related companies, earnings momentum is showing signs of broadening across cyclical industries, with strengthening fundamentals in areas such as banks, industrial real estate, transportation, capital equipment and analogue semiconductors. Small-cap earnings are also expected to grow slightly faster than those of large-cap companies, which, together with attractive valuations for high‑quality small caps and depressed long‑term relative performance versus large caps, supports the investment case.

Against this backdrop, the JUSC Board and JPMorgan believe the asset class offers compelling long-term opportunities for patient investors to participate in any resulting style tailwinds.

Structure of the Transaction

The Transaction will be implemented by way of a scheme of reconstruction and members' voluntary liquidation of BASC pursuant to section 110 of the Insolvency Act 1986 (the "Scheme"). The Transaction will be implemented on a formula asset value ("FAV")-to-FAV basis, as set out below.

Pursuant to the Scheme, shareholders in BASC ("BASC Shareholders") will be given the option to roll over their shareholding in BASC into JUSC in exchange for the issue of new ordinary shares of 2.5 pence each in JUSC ("New JUSC Shares") to them (the "Rollover Option") or to receive cash (the "Cash Option"). The Cash Option will be for up to 100% of BASC's shares in issue (excluding treasury shares). The Cash Option will be subject to a discount of 0.75% (the "Cash Option Discount") as set out in the section titled "Allocation of Cash Option Discount" below.

The assets of BASC will be split into three pools comprising (i) the interests of continuing BASC Shareholders who wish to roll over into JUSC (the "Rollover Pool"), (ii) cash to satisfy the Cash Option (the "Cash Pool"); and (iii) cash, assets and undertakings (including any assets not suitable to be transferred to JUSC) that the proposed liquidators consider sufficient to meet the current and future, actual and contingent liabilities of, and any other amounts payable by, BASC, including any Transaction Costs (as defined below) not already paid (in each case, including any VAT in respect thereof), together with a retention for the proposed liquidators to provide for any unascertained, unknown or contingent liabilities of BASC (such amount not expected to exceed £100,000 in aggregate) (the "Liquidators' Retention") (the "Liquidation Pool").

New JUSC Shares will be issued as the default option in the event that BASC Shareholders do not make a valid election under the Scheme.

Further details and definitions of capitalisation terms are set out in the section titled “Calculation of Formula Asset Value” below.

Saba Support

The Company has received an irrevocable undertaking from Saba (together with its managed funds and clients) to, amongst other things, vote, or procure a vote, in favour of the Scheme in respect of the BASC shares beneficially owned by it and to elect, or procure an election, for the Cash Option in respect of Saba’s entire beneficial holding of BASC shares representing approximately 16% of BASC's issued share capital.

In addition, Saba, BASC and JUSC have signed a standstill agreement (together with the irrevocable undertaking above, the “Irrevocable Undertaking and Standstill Agreement”) whereby Saba has given a number of undertakings including that it will not put forward proposals to JUSC Shareholders or requisition a general meeting of JUSC, such undertakings to expire on 7 October 2027. Saba (together with its managed funds and clients) does not currently hold any interest in JUSC.

Calculation of Formula Asset Value

The FAV of the JUSC Rollover Pool and JUSC will be calculated as at a specified calculation date in accordance with each of BASC's and JUSC's normal accounting policies (as appropriate) and will take into account the adjustments outlined below:

(a) the Residual NAV shall be equal to the NAV of BASC (as determined in accordance with BASC's normal accounting policies), less the BASC Transaction Costs as defined below not already reflected in the NAV, less the value of the cash, assets and undertaking appropriated to the Liquidation Pool together with the Liquidators' Retention;

(b) the Cash FAV shall be equal to the Residual NAV multiplied by the percentage of BASC shares that are elected or deemed elected, for the Cash Option, less the Cash Option Discount;

(c) the Rollover Pool FAV shall be equal to the Residual NAV multiplied by the percentage of BASC Shares that are elected or deemed elected for the Rollover Option (the "Rollover Proportion"), plus the benefit of the relevant part of the Cash Option Discount and the relevant part, if any, of the Management Fee Waiver (as defined below) (in each case, to the extent applicable to the Rollover Pool FAV as set out below);

(d) the JUSC FAV shall be equal to the NAV of JUSC (as determined in accordance with JUSC's normal accounting policies) less the JUSC Transaction Costs as defined below not already reflected in JUSC's NAV, plus the benefit of the relevant part of the Management Fee Waiver and the relevant part, if any, of the Cash Option Discount (in each case, to the extent applicable to the JUSC FAV as set out below); and

(e) each of which will be reviewed by an independent accountant. 

Manager cost contribution

JPMorgan will contribute the following amounts, calculated by reference to the Revised JUSC Management Fee at the relevant marginal management fee rate on the value of the assets rolling into JUSC (the Incremental Management Fees), comprising:

1.             an amount equivalent to a minimum of 12 months Incremental Management Fees (the "Management Fee Waiver"), the exact period (which for the avoidance of doubt may include a fraction of a month) being such period that will prevent NAV dilution from the transaction for all ongoing shareholders in the enlarged JUSC, determined in accordance with the remainder of this paragraph, to be applied first to offset the costs incurred by JUSC in connection with the Proposals (the “JUSC Transaction Costs”) in determining the JUSC FAV, then, to the extent that any of the Rollover Proportion of the costs incurred by BASC in connection with the Proposals (the “BASC Transaction Costs”) remain after allocation of the relevant part of the Cash Option Discount in accordance with "Allocation of Cash Option Discount" below, to offset such remaining Rollover Proportion of the BASC Transaction Costs in determining the Rollover Pool FAV, and then to meet any remaining amount of the LSE listing and admission fees payable in connection with the issue of New JUSC Shares to BASC Shareholders after the application of the Cash Option Discount referred to below. To the extent that the above operations use up less than 12 months Incremental Management Fees, the Management Fee Waiver shall be exactly 12 months Incremental Management Fees and any part of the Management Fee Waiver in excess of that which, when taken together with the relevant part of the Cash Option Discount, is not needed to meet the JUSC Transaction Costs or the Rollover Proportion of the BASC Transaction Costs would be for the benefit of all shareholders in the enlarged JUSC; and
2.             a contribution post-Transaction to the enlarged JUSC marketing expenses equal to an amount equivalent to three months of Incremental Management Fees for the benefit of all shareholders in the enlarged JUSC.

Allocation of Cash Option Discount

The benefit of the Cash Option Discount will be applied in the following order until it is used up:

1.               first to offset the Rollover Proportion of the BASC Transaction Costs in determining the Rollover Pool FAV;
2.               secondly to the extent that any JUSC Transaction Costs remain after allocation of the relevant part of the Management Fee Waiver in accordance with the "Manager cost contribution" above, to offset such remaining JUSC Transaction Costs in determining the JUSC FAV;
3.                thirdly to pay the listing and admission fees payable in connection with the issue of New JUSC Shares to BASC Shareholders;
4.               fourthly to reduce the Management Fee Waiver (not below 12 months); and
5.               finally to be transferred to JUSC on completion of the Scheme and for the benefit of all shareholders in the enlarged JUSC.

Dividends

Each company’s NAV will be adjusted as at the Calculation Date for any dividends which have been declared prior to the Scheme Effective Date but not paid to the respective company's shareholders and not accounted for in the respective NAVs as at the Calculation Date.

BASC does not typically generate revenue reserves and therefore does not anticipate the declaration of any dividend prior to the Scheme Effective Date, subject to any requirements to maintain investment trust status.

BASC Shareholders will have no right to any JUSC dividends having a record date prior to the Scheme Effective Date but the New JUSC Shares will rank fully pari passu with the existing ordinary shares of JUSC for all dividends declared by JUSC on or after the date of issue of the New JUSC Shares. JUSC anticipates declaring a pre-Scheme interim dividend to existing JUSC shareholders.

AGM and Continuation Vote

The Company is obliged to hold its Annual General Meeting by the end of the year, at which it must hold a continuation vote in accordance with its Articles. Under the Proposals, BASC Shareholders will be asked to amend the Articles to remove the continuation vote provision, given that the Proposals already provide for the Company's discontinuation. The AGM will then be held at around the same time as the first Transaction general meeting.

Conditions and expected timetable

Implementation of the Proposals is subject to a number of conditions, including:

• the passing of the necessary resolutions of BASC Shareholders to approve the Scheme and to place BASC into members' voluntary liquidation;
• the passing of the necessary resolution by JUSC shareholders to approve the issue of New JUSC Shares; and
• certain regulatory and tax approvals.

The Company will publish a circular setting out full details of the Proposals and to convene the necessary general meetings to implement the Scheme. At the same time, JUSC will publish a circular to convene a general meeting of JUSC shareholders to approve the issue of New JUSC Shares pursuant to the Proposals. It is anticipated that such shareholder documentation will be published by mid-November 2026.

Subject to the relevant conditions being satisfied, it is expected that the Scheme would be completed in December 2026 or shortly thereafter.

The expected timetable in respect of the Scheme remains subject to change.

All references to the Company’s shares in issue or issued share capital exclude treasury shares.

Enquiries:

Brown Advisory US Smaller Companies PLC  

Via Lansons

Stephen White (Chairman)

Singer Capital Markets (Corporate Broker)  020 7496 3000

Mark Bloomfield / Alaina Wong / James Fischer (Investment Banking)

Alan Geeves / Sam Greatrex / William Gumpel (Sales)

Lansons     

Ed Hooper    07783 387713 

[e-mail] 

FundRock Partners Limited (Company Secretary)

[e-mail]

City Code

In accordance with customary practice for such schemes of reconstruction pursuant to section 110 of the Insolvency Act 1986 involving investment companies, the City Code on Takeovers and Mergers is not expected to apply to the combination.

Important Information

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of such jurisdictions.

The New JUSC Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from registration under the Securities Act. Moreover, the New JUSC Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any member state of the EEA (other than any member state of the EEA where the shares are lawfully marketed). Further, JUSC is not, and will not be, registered under the US Investment Company Act of 1940, as amended.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to, inter alia, stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement contains statements about the Company that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that includes the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance of the negative thereof, may be forward looking statements. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding financial position, strategy, plans, proposed acquisitions and objectives of BASC or the enlarged JUSC, are forward looking statements.

These forward looking statements are not guarantees of future performance. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statement. Due to such uncertainties and risks, readers should not rely on such forward looking statements, which speak only as of the date of this announcement, except as required by applicable law. Subject to their respective legal and regulatory obligations, each of BASC and Brown Advisory LLC expressly disclaim any obligations or undertaking to update or revise any forward looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules, the Public Offers and Admission to Trading Regulations 2024 and MAR.

None of BASC, Brown Advisory LLC or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of BASC, Brown Advisory LLC and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

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[1] On the assumption that 50 per cent. of shareholders choose the Cash Option

 

END