Conditional Tender Offer

Scottish Oriental Smlr Co Tst PLC

02 September 2026

 

The Scottish Oriental Smaller Companies Trust plc (the "Company")

LEI: 213800DBSW6WJXKNXL87

Conditional Tender Offer

On 23 November 2021, the Board of the Company announced the introduction of a performance-related conditional tender offer linked to the Company's investment performance over the five-year period commencing on 1 September 2021.

Under the terms announced, a tender offer for up to 25 per cent. of the Company's outstanding share capital will be put to shareholders if, over the five-year period, the Company's NAV total return in sterling on a cum-income basis does not exceed the total return of the MSCI AC Asia ex Japan Small Cap Index (in sterling) (the "Comparator Index") over the same period.

The five-year measurement period ended on 31 August 2026. Over this period, the Company's NAV total return was 28.04 per cent., compared with a total return of 48.45 per cent. for the Comparator Index.

Accordingly, the performance condition has not been met, and the conditional tender offer has been triggered.

The tender offer will be made at a 2 per cent. discount to formula asset value ("FAV"), being the net asset value attributable to the tendered shares less the costs and expenses of the tender offer, and will be conditional upon the approval of shareholders at a general meeting of the Company.

A circular to shareholders containing further details regarding the tender offer, including the expected timetable, arrangements for shareholders wishing to participate and notice of general meeting, will be published in due course with the expectation that, subject to the timely realisation of the assets comprising any tender pool, the tender proceeds will be paid to shareholders before the end of 2026.

In accordance with the arrangements announced in November 2021, the next five-year performance measurement period commenced on 1 September 2026 and will end on 31 August 2031. The same performance condition will apply.

The Board recognises the disappointing returns over the performance measurement period and is considering whether additional actions are required to ensure that the Company meets the needs of investors. As part of that exercise, the Board and its advisers are currently engaging with a number of the Company's shareholders.

Contact details:

Juniper Partners Limited (Company Secretary)            [phone]

[e-mail]

Investec Bank plc                                                                 [phone]

Helen Goldsmith

Denis Flanagan

 

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