Publication of Circular and Notices of GMs
Summary by AI BETAClose X
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.
29 October 2026
Aberdeen UK Smaller Companies Growth Trust plc
Legal Entity Identifier: 213800UUKA68SHSJBE37
Publication of Circular and Notices of General Meetings
The Board of Aberdeen UK Smaller Companies Growth Trust plc ("AUSC" or the "Company") announced on 18 September 2026 that it had agreed heads of terms with the board of JPMorgan UK Small Cap Growth & Income plc (“JUGI”) in respect of a proposed combination with JUGI to be implemented through a members' voluntary winding up of AUSC by way of a scheme of reconstruction of the Company under Section 110 of the Insolvency Act 1986 (the “Scheme”) and the issue of New JUGI Shares to those Shareholders who elect, or are deemed to elect, to rollover their holding.
Further to that announcement, the Board of AUSC is pleased to announce the publication of a Circular in relation to the Scheme (the "Circular").
The Circular contains notices of: (i) a general meeting of the Company to be held at 10.00 a.m. on 23 November 2026 (the "First General Meeting"); and (ii) a general meeting of the Company to be held at 10.00 a.m. on 8 December 2026 (the "Second General Meeting" and together with the First General Meeting, the "General Meetings"). The General Meetings will each be held at Dentons UK and Middle East LLP, One Fleet Place, London EC4M 7WS.
A copy of 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 and on the Company's website at https://www.aberdeeninvestments.com/en-gb/ausc.
JUGI has also published a Shareholder Information Document, which is available on the JUGI’s website at https://am.jpmorgan.com/gb/en/asset-management/adv/products/jpmorgan-uk-smaller-companies-investment-trust-plc-gb00bf7l8p11 under “Documents”, or in hard copy on request to invtrusts.cosec@jpmorgan.com.
EXPECTED TIMETABLE
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2026 | ||
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Pre-liquidation dividend to be announced |
28 October |
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Ex-dividend date for the pre-liquidation dividend to Shareholders |
5 November |
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Record date for the pre-liquidation dividend to Shareholders |
6 November |
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Latest time and date for receipt of Forms of Proxy in respect of the First General Meeting |
10 a.m. on 19 November |
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First General Meeting |
10 a.m. on 23 November |
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JUGI AGM |
3 p.m. on 23 November |
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JUGI General Meeting |
3.30 p.m. on 23 November or, if later, as soon thereafter as the JUGI AGM convened at 3.00 p.m. has concluded |
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Payment date for the pre-liquidation dividend to Shareholders |
27 November |
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Latest time and date for receipt of Forms of Election, elections via the Computershare Portal and TTE Instructions |
1 p.m. on 30 November |
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Record Date for entitlements under the Scheme |
6 p.m. on 30 November |
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Shares disabled in CREST for settlement |
Record Date |
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Calculation Date |
Close of business on 3 December |
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Latest time and date for receipt of Forms of Proxy in respect of the Second General Meeting |
10 a.m. on 4 December |
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Reclassification of the Shares |
8 a.m. on 7 December |
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Suspension of listing of the Shares and Company's Register closes |
7.30 a.m. on 8 December |
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Second General Meeting |
10 a.m. on 8 December |
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Appointment of the Liquidators |
At the end of the Second General Meeting |
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Effective Date for implementation of the Scheme |
8 December |
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Announcement of the results of Elections, AUSC Rollover FAV per Share, the Cash Pool FAV per Share and the JUGI FAV per Share |
8 December |
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Shareholders CREST accounts credited with, and dealings commence in, New JUGI Shares |
9 December |
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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 |
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Share certificates in respect of New JUGI Shares despatched to Shareholders |
No later than 14 calendar days after the Effective Date |
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Cancellation of listing of Reclassified Shares |
as soon as practicable after the Effective Date |
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Note: All references to time in this document are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meetings) may be extended or brought forward. 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 a Regulatory Information Service.
Enquiries:
Aberdeen UK Smaller Companies Growth Trust plc Contact via Winterflood
Liz Airey (Chairman)
Winterflood, a division of Marex +44 (0) 20 3100 0000
Neil Morgan
Haris Khawaja (Corporate Finance)
Innes Urquhart (Sales)
Aberdeen Corporate Secretary Limited cef.cosec@aberdeenplc.com
Gordon Hay Smith (Company Secretary)
Capitalised terms used in this announcement have the meaning as defined in the Circular, unless otherwise defined in this announcement.
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 JUGI 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 JUGI 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, JUGI 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.
None of AUSC or any of its 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 AUSC and its 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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