Publication of Circular and Notice of Meetings
Summary by AI BETAClose X
6 November 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.
Brown Advisory US Smaller Companies PLC (“BASC” or the “Company”)
Recommended proposals for the voluntary winding-up of the Company and combination with JPMorgan US Smaller Companies Investment Trust plc
Publication of Circular, Notices of General Meetings and Notice of AGM
LEI: 549300HKKL9K1NY4TW55
Introduction
Further to the announcement on 7 October 2026, the board of directors of the Company (the “Board”) is pleased to announce that the Company has today published a circular (the “Circular”) setting out details of the recommended proposals for the combination of the Company with JPMorgan US Smaller Companies Investment Trust plc (“JUSC”). The combination is to be implemented through a 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 issue of New JUSC Shares to Shareholders who elect, or are deemed to elect, to roll over their investment (together, the “Proposals”). The enlarged JUSC will be the ongoing company (the "Enlarged JUSC").
Under the Scheme, Shareholders may elect to receive, in respect of some or all of their Shares:
(a) New JUSC Shares (the “Rollover Option”); and/or
(b) cash (the “Cash Option”).
The Cash Option is unlimited, with all valid Elections accepted, and will be at the Company’s Residual NAV less a discount of 0.75 per cent. (the “Cash Option Discount”). The Rollover Option is the default option under the Scheme: Shareholders (other than Excluded Shareholders) who do not make a valid Election will be deemed to have elected for New JUSC Shares in respect of their entire holding.
The Proposals are conditional upon, amongst other things, the approval of Shareholders at the General Meetings and the approval of JUSC Shareholders to the issue of the New JUSC Shares. Subject to the conditions being satisfied, the Scheme is expected to become effective on 15 December 2026.
The Circular contains notices convening the two general meetings of the Company required to implement the Proposals (the “General Meetings”) and the Company’s annual general meeting (the “AGM”).
The Board considers the Proposals to be in the best interests of the Company and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meetings and the AGM, as the Directors intend to do in respect of their own beneficial holdings of Shares, which in aggregate amount to 25,821 Shares (representing approximately 0.24 per cent. of the Company’s issued share capital, excluding treasury shares).
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 per cent. 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, the boards of both BASC and JUSC believe that the investment trust structure provides significant advantages when investing in this asset class. 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 81 per cent. of rolling 5-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 cost efficiencies. As a result of a combination, rolling BASC Shareholders could benefit from estimated annual cost savings of approximately 0.2 per cent. (on the assumption that 50 per cent. of Shareholders choose the Cash Option).
● Ability to stay invested in a tax efficient manner: Eligible BASC Shareholders who elect or are deemed to elect for the Rollover Option are expected to be able to do so without crystallising a charge to UK taxation of chargeable gains, with HMRC having provided a clearance in respect of the transaction.
● 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 per cent. Cash Option Discount.
● JPMF’s extensive resources and commitment: JPMF 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. JPMF would make a substantial financial contribution, equivalent to a minimum of 12 months’ management fees 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 Proposals. In addition, JPMF 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 JUSC: BASC will have director representation on the Board of the combined entity, maintaining continuity of oversight for BASC Shareholders.
Information on JUSC
Further information on JUSC, including its investment objective and policy, portfolio management team, performance and dividend policy, is set out in Parts 1 and 2 of the Circular and in the JUSC Information Document, which will be available on JUSC’s website at www.jpmussmallercompanies.co.uk.
The Scheme
Entitlements under the Scheme
As described above, under the Scheme, Shareholders on the Register on the Record Date may elect, or may be deemed to have elected, to receive in respect of some or all of their Shares:
(a) such number of New JUSC Shares as is calculated in accordance with paragraph 8.1 of Part 4 of the Circular, being the Rollover Option; and/or
(b) cash, being the Cash Option.
Shareholders can make different Elections in respect of different parts of their holdings. The default option under the Scheme (other than for Excluded Shareholders) is to receive New JUSC Shares, meaning that Shareholders who, in respect of all or part of their holding of Shares, do not make an Election, or who do not make a valid Election, will be deemed to have elected for New JUSC Shares in respect of such holding.
Fractions of New JUSC Shares will not be issued under the Scheme and entitlements to such New JUSC Shares will be rounded down to the nearest whole number. The treatment under the Scheme of Excluded Shareholders (i.e. Overseas Shareholders and Sanctions Restriction Shareholders) is described in the Circular.
It is expected that on 16 December 2026 the Liquidators, via the Registrars, will distribute to Shareholders who have elected for the Cash Option for all or part of their holding their Cash Entitlements, rounded down to the nearest penny.
Scheme mechanics
In order to implement the Scheme, on the Calculation Date (being close of business on 10 December 2026), or as soon as practicable thereafter, the Directors and the Company’s investment manager, in consultation with the proposed Liquidators, shall finalise the division of the Company’s cash, assets and undertaking into three separate and distinct pools, as follows and in the following order:
(a) first, there shall be appropriated to the Liquidation Pool cash and other assets of the Company (including, without limitation, any illiquid and hard to value assets in the portfolio of the Company (which shall be valued at nil) and the right to receive any and all interest and dividends due but not paid to the Company by the Calculation Date), which the Liquidators may call in, realise and convert into cash as they consider necessary, of a value calculated in accordance with paragraph 4.1 of Part 4 of the Circular and estimated by the Liquidators to be sufficient to meet the current and future, actual and contingent liabilities of the Company, together with an amount considered by the Liquidators to be appropriate to provide for any unascertained, unknown or contingent liabilities of the Company following its entry into liquidation (such amount not expected to exceed £100,000 in aggregate) (the “Liquidators’ Retention”);
(b) secondly, there shall be appropriated to the Cash Pool such proportion of the cash, assets and undertaking of the Company as shall equal the Cash Pool FAV (which is expected to be constituted entirely of cash as at the Calculation Date); and
(c) thirdly, there shall be apportioned to the Rollover Pool the remaining cash, assets and undertaking of the Company.
At the Calculation Date, the Residual NAV will be calculated and shall be equal to the gross assets of the Company as at the Calculation Date, less the value of the cash, undertaking and other assets appropriated to the Liquidation Pool. The Cash Pool FAV will be an amount equal to the proportion of the Residual NAV attributable to those Shareholders who have elected, or have been deemed to have elected, for the Cash Option, less the Cash Option Discount applied to such value (the “Cash Option Discount Amount”). The Cash Option Discount Amount will be applied as set out in the Circular, first being applied in respect of the BASC Proposal Costs. Separately, the Management Fee Waiver (as described in the Circular) would first be applied to offset the JUSC Proposal Costs.
The issue of New JUSC Shares under the Rollover Option will be effected on a formula asset value for formula asset value basis as at the Calculation Date, after making adjustments for the Cash Option Discount Amount and the Management Fee Waiver, as described above and in detail in Part 4 of the Circular. The Calculation Date for determining the value of the Rollover Pool is expected to be close of business on 10 December 2026. The Record Date for the basis of determining Shareholders’ entitlements under the Scheme is 6 p.m. on 2 December 2026.
For illustrative purposes only, had the Calculation Date been 5 p.m. on 4 November 2026 and assuming a fifty per cent. election under the Cash Option, the BASC Rollover FAV per Share would have been 1,752.85 pence and the JUSC FAV per Share would have been 471.13 pence. The Cash Pool FAV per Share would have been 1,733.79 pence. These terms are as defined in Part 4 of the Circular.
This would have produced a conversion ratio of 3.720519 and, in aggregate, 20,405,376 New JUSC Shares would have been issued to Shareholders under the Scheme, representing approximately 30.43 per cent. of the issued ordinary share capital of the Enlarged JUSC, calculated using the issued ordinary share capital of JUSC as at 4 November 2026.
To the extent that some or all of the Liquidators’ Retention remains when the Liquidators are in a position to close the liquidation, such amount together with any other funds remaining in the Liquidation Pool will be distributed at the conclusion of the liquidation to Shareholders on the Register as at the Effective Date. If, however, any such amount payable to any Shareholder is less than £5.00, it shall not be paid to the Shareholders but instead shall be paid by the Liquidators to the Nominated Charity.
Conditions
Implementation of the Proposals is subject to a number of conditions, including:
(a) the passing of the Scheme Resolutions to be proposed at the General Meetings, or any adjournment of those General Meetings, and any conditions of such Scheme Resolutions being fulfilled;
(b) the JUSC Resolution being passed and becoming unconditional in all respects;
(c) the approval of the London Stock Exchange to the Admission of the New JUSC Shares to trading on the Main Market of the London Stock Exchange, occurring before 16 December 2026, or such other date as may be agreed between the Company, JUSC and Deutsche Numis; and
(d) the boards of JUSC and BASC continuing to recommend the Proposals and resolving to proceed with the implementation of the Scheme.
Unless each condition is satisfied or waived (to the extent permitted) prior to the Second General Meeting, the Proposals will not become effective, the Company will not proceed with the winding-up and instead the Company will continue in existence managed in accordance with its current investment policy. In such circumstances, the Directors would reassess the options available to the Company at that time. Any condition may, subject to compliance with legal requirements, be waived with the mutual agreement of the Company, JUSC and JPMF at any time up to completion of the Scheme.
General Meetings and AGM
The First General Meeting will be held at 10 a.m. on 2 December 2026 and the Second General Meeting at 10 a.m. on 15 December 2026. The AGM will be held at 10.15 a.m. on 2 December 2026 (or as soon as possible after the First General Meeting has concluded). Each meeting will be held at the offices of Dentons UK and Middle East LLP, One Fleet Place, London EC4M 7WS.
At the First General Meeting, Shareholders will be asked to approve the Scheme, to amend the Articles to give effect to the Scheme and to remove the Continuation Vote requirement. At the Second General Meeting, Shareholders will be asked to place the Company into members’ voluntary liquidation and appoint the Liquidators. Each Scheme Resolution will be proposed as a special resolution, requiring at least 75 per cent. of the votes cast to be in favour.
If the Scheme Resolutions are passed at the First General Meeting, the Continuation Vote will not be held at the AGM.
Elections and voting
Shareholders who wish to receive New JUSC Shares in respect of their entire holding do not need to make an Election. Shareholders who wish to elect for the Cash Option in respect of some or all of their Shares must, if they hold their Shares in certificated form, elect online via the Computershare Election Portal or complete and return a Form of Election or, if they hold their Shares in CREST, submit a TTE Instruction, in each case so as to be received by no later than 1 p.m. on 2 December 2026. Shareholders with queries about making an Election should contact the Receiving Agent on +44 (0)370 889 4089.
All Shareholders are encouraged to vote on the Proposals, whether or not they make an Election. Details of how to vote, and the deadlines for appointing proxies, are set out in the Circular.
Circular
Capitalised terms used but not defined in this announcement have the meanings given to them in the Circular.
The Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. It will also be available on the Company’s website at www.brownadvisory.com/basc. The Circular, together with the Forms of Proxy and, where relevant, the Form of Election, will be posted to Shareholders.
Expected timetable
|
Latest time and date for receipt of Forms of Proxy in respect of the First General Meeting |
10 a.m. on 30 November 2026 |
|
Latest time and date for receipt of Forms of Proxy in respect of the AGM |
10.15 a.m. on 30 November 2026 |
|
First General Meeting |
10 a.m. on 2 December 2026 |
|
AGM |
10.15 a.m. on 2 December 2026 (or as soon as possible following the completion of the First General Meeting) |
|
JUSC General Meeting |
2 p.m. on 2 December 2026 |
|
Latest time and date for receipt of Forms of Election, elections via the Computershare Election Portal and TTE Instructions |
1 p.m. on 2 December 2026 |
|
Record Date for entitlements under the Scheme |
6 p.m. on 2 December 2026 |
|
Shares disabled in CREST for settlement |
6 p.m. on 2 December 2026 |
|
Trading in Shares on London Stock Exchange suspended |
7.30 a.m. on 3 December 2026 |
|
Calculation Date |
Close of business on 10 December 2026 |
|
Latest time and date for receipt of Forms of Proxy in respect of the Second General Meeting |
10 a.m. on 11 December 2026 |
|
Reclassification of the Shares |
8 a.m. on 14 December 2026 |
|
Suspension of listing of the Shares and Company’s Register closes |
7.30 a.m. on 15 December 2026 |
|
Second General Meeting |
10 a.m. on 15 December 2026 |
|
Appointment of the Liquidators |
At the end of the Second General Meeting |
|
Effective Date for implementation of the Scheme |
15 December 2026 |
|
Announcement of the results of Elections, the BASC Rollover FAV per Share, the Cash Pool FAV per Share and the JUSC FAV per Share |
15 December 2026 |
|
Shareholders’ CREST accounts credited with, and dealings commence in, New JUSC Shares |
16 December 2026 |
|
Cheques and electronic payment advices despatched to Shareholders who elect for the Cash Option in accordance with their entitlements and CREST accounts credited with cash |
No later than 14 calendar days after the Effective Date |
|
Share certificates in respect of New JUSC Shares despatched to Shareholders |
No later than 14 calendar days after the Effective Date |
|
Cancellation of listing of the Reclassified Shares |
As soon as practicable after the Effective Date |
All references to times in this announcement are to UK time. If any of the expected times or dates change, the revised times and dates will be notified to Shareholders through a Regulatory Information Service.
Enquiries
|
Brown Advisory US Smaller Companies PLC Stephen White (Chair) |
Via Lansons |
|
Singer Capital Markets (Corporate Broker) Mark Bloomfield / Alaina Wong / James Fischer / Harry Littlewood (Investment Banking) Alan Geeves / Sam Greatrex / William Gumpel (Sales) |
020 7496 3000 |
|
Lansons Ed Hooper |
07783 387713 edh@lansons.com |
|
FundRock Partners Limited (Company Secretary) |
ukfundscosec@apexgroup.com |
Important information
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.
Singer Capital Markets Advisory LLP (“Singer Capital Markets”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Proposals and other matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Singer Capital Markets or for providing advice in relation to the Proposals, the contents of this announcement or any other matter referred to herein. Neither Singer Capital Markets nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this announcement, any statement contained herein or otherwise.
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