NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW.
17 May 2017
Invesco Perpetual UK Smaller Companies Investment Trust plc
Publication of Circular
Further to the announcement of 26 April 2017, the Company today announces the publication of a Circular in respect of the proposed tender offer for up to 40 per cent. of the Shares in issue for those on the share register at the Record Date (being 28 April 2017) who wish to realise part or all of their investment in the Company at the Tender Price. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Terms used in this announcement shall have the same meaning as set out in the Circular.
Expected Timetable
References to times in this announcement and the expected timetable below are to London time. Save for the General Meeting, the dates set out in the expected timetable may be adjusted by J.P. Morgan Cazenove, with the consent of the Company, in which event details of the new dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.
| 2017 | |
| Record Date for the Tender Offer | close of business on 28 April |
| Latest time and date for the receipt of Forms of Proxy | 1.00 p.m. on 6 June |
| General Meeting | 1.00 p.m. on 8 June (or if later as soon as the annual general meeting convened for 12 noonon the same day has concluded or been adjourned) |
| Results of General Meeting announced | 8 June |
| Latest time and date for receipt of Tender Forms from Shareholders and submission of TTE Instructions | 1.00 p.m. on 15 June |
| Calculation Date | close of business on 16 June |
| Results of Tender Offer elections announced | 19 June |
| Establishment of Tender Pool and Continuing Pool | 19 June |
| Realisation of the Tender Pool commences | 19 June |
| Tender Price announced; acquisition of the Exit Shares by J.P. Morgan Cazenove and repurchase of the Exit Shares by the Company; cheques despatched and payments through CREST made in respect of the Exit Shares | as soon as practicable after all of the assets contained in the Tender Pool have been realised |
Enquiries
Invesco Asset Management Limited +44 (0)20 3753 1000
Andrew Watkins
J.P. Morgan Cazenove +44 (0)20 7742 4000
William Simmonds
J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which is authorised and regulated by the Prudential Regulation Authority and by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the tender offer and the contents of this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in connection with the tender offer and the contents of this announcement or any other matter referred to herein.
J.P. Morgan Cazenove is not responsible for the contents of this announcement.
NOTICE FOR US SHAREHOLDERS
The Tender Offer relates to securities in a non-US company which is registered in England and Wales and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. This document has been prepared in accordance with UK style and practice for the purpose of complying with English law and the rules of the London Stock Exchange, and US Shareholders should read the entire Circular, including the "Certain Taxation Considerations in relation to the Tender Offer" section of the Circular. The financial information relating to the Company included in the Circular has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Securities and Exchange Act of 1934, as amended (the "US Exchange Act"). The Tender Offer will be made in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the US Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(d) under the US Exchange Act. US Shareholders should note that the Company is not listed on a US securities exchange, subject to the periodic reporting requirements of the US Exchange Act or required to, and does not, file any reports with the SEC thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and most of its officers and directors may reside outside the United States. 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 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.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company, J.P. Morgan Cazenove, or any of their affiliates, may make certain purchases of, or arrangements to purchase, Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Shares effected by J.P. Morgan Cazenove acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the listing rules of the Financial Conduct Authority, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at http://www.londonstockexchange.com.
