Invesco Perpetual UK Smaller Co's Investment Trust Plc - Correction: Return of Capital - Publication of Circular
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO,
The following amendment has been made to the 'Return of Capital - Publication of Circular' announcement released
The Record date for first interim dividend in the announcement is
All other details remain unchanged.
The full amended text is shown below.
Return of Capital by way of a proposed elective Special Dividend
Notice of General Meeting
Introduction
Further to its announcement on
On the condition that they give up the corresponding part of their shareholdings, all Shareholders will be offered an opportunity to elect to receive the Special Dividend in respect of each Share so elected, amounting to 97.5 per cent. of the Net Asset Value per Share as at the Net Asset Value Certification Date.
The Company has today published a Circular which contains the background to the Special Dividend Proposals, and explains the Special Dividend Proposals in detail (including the terms of the Special Dividend Offer and how Shareholders can elect to receive the Special Dividend, if they wish to do so). The Circular also includes a notice convening a General Meeting of the Company, to be held at
Capitalised terms used in this announcement shall have the meaning given to them in the Circular. The Circular can be viewed on the Company's website at www.invesco.co.uk/ipukscit and will shortly be submitted to the National Storage Mechanism and available for inspection at: https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
Expected Timetable
Publication of this Circular19 July 2024 Record date for first interim dividend2 August 2024 Latest time for receipt of Forms of Proxy11.00 a.m. on1 August 2024 General Meeting11.00 a.m. on5 August 2024 Results of General Meeting announced5 August 2024 Latest time for receipt of Forms of Election and1.00 p.m. on19 August 2024 TTE Instructions in CREST Payment of first interim dividend30 August 2024 Special Dividend Record Date6.00 p.m. on17 September 2024 * Net Asset Value Certification Date6.00 p.m. on17 September 2024 * Announcement of (i) Net Asset Value per Share as at the Net Asset Value Certification Date and18 September 2024 * (ii) amount of Special Dividend per Share Reduction of Capital Hearing Date24 September 2024 * Reduction of Capital Effective Date1 October 2024 * Payment of Special Dividend8 October 2024 * Despatch of balance Share certificates (in respect of Shares held in certificated form) / Shares not cancelled pursuant to the Special8 October 2024 * Dividend Offer returned to CREST accounts (in respect of Shares held in uncertificated form)
All references are to
Each of the times and dates in the expected timetable of events may be extended or brought forward without further notice. 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 an RIS.
* These dates are provisional only. The exact dates may vary depending on the Court timetable for the Reduction of Capital.
Terms of the Special Dividend Offer
The Special Dividend Offer is subject to the satisfaction (or, where applicable, waiver) of certain conditions as set out in paragraph 2 of Part III of the Circular, and may be suspended or terminated in certain circumstances as set out in paragraph 9 of Part III of the Circular.
Subject to all conditions of the Special Dividend Offer being satisfied (or waived), Shareholders (other than Restricted Shareholders) will be entitled to receive the Special Dividend on a number of Shares up to their Basic Entitlement. The Basic Entitlement is such number of Shares, rounded down to the nearest whole number, as represents 10 per cent. of the Shares they held as at the Special Dividend Record Date. Shareholders may elect to receive the Special Dividend on a number of Shares in excess of their Basic Entitlement, but any such excess elections will be satisfied pro rata in proportion to the amount elected in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares), to the extent that other Shareholders elect to receive the Special Dividend on a number of Shares which is less than their aggregate Basic Entitlement, or do not elect to receive the Special Dividend at all.
Under the Special Dividend Offer, all Shareholders will have the choice either to:
-- do nothing and therefore continue to hold all their Shares and benefit from any increase in capital value delivered by the Company's future investment performance, alongside any future income from regular dividends on their holding; or -- elect to receive the Special Dividend, which will provide an opportunity to participate in the one-off return of funds by the Company, on the basis that they give up a part of their holding and the entitlement to future regular dividends on such part of their holding.
The Special Dividend will be paid to electing Shareholders in Sterling and in the same manner as other dividends paid by the Company, including for the purposes of
All Shareholders are being given the chance to elect to receive the Special Dividend. However, it is up to Shareholders to decide whether they wish to elect to receive the Special Dividend or not, and there is no obligation to do so. Shareholders may make this choice in the light of their own circumstances and individual tax considerations.
The amount of the Special Dividend per Share will represent an amount equal to 97.5 per cent. of the Net Asset Value per Share as at the Net Asset Value Certification Date (expected to be
Each Shareholder who has elected to receive the Special Dividend will have their Shares on which the Special Dividend is paid cancelled for no payment pursuant to the Reduction of Capital, thereby reducing the number of Shares owned by the Shareholder. While the Shareholder will receive the Special Dividend on the Shares in respect of which their Election has been accepted, they will not be entitled to receive any dividend declared after the Special Dividend Record Date by the Company on those Shares. For the avoidance of doubt, all Shareholders, whether or not they participate in the Special Dividend Offer, will be entitled to the first interim dividend which will be paid on
Shareholders should note that all Shares in respect of which Shareholders have made an election to participate in the Special Dividend Offer will be held in escrow by the Receiving Agent,
This summary should be read in conjunction with the full text of the Circular. Capitalised terms shall have the meaning attributed to them in the Circular unless otherwise defined in this announcement.
For further information, please contact:
For and on behalf of
Corporate Secretary to
Email: investmenttrusts@invesco.com
+44 (0)20 7543 3591
Invesco Asset Management
+44 (0)20 7543 3500
J.P. Morgan Cazenove
+44 (0)20 3493 8000
LEI: 549300K1D1P23R8U4U50
Important notices
This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Shares or other securities.
Shareholders are advised to read, with care and in full, the Circular and the Notice of General Meeting (to be made available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism), which contains the terms and conditions of the matters dealt with in this announcement. Any decision to elect to participate in the Special Dividend should be made only on the basis of the information included in the Circular and the Notice of General Meeting.
The Directors make no recommendation to Shareholders as to whether or not they should elect to participate in the Special Dividend Offer. Whether or not Shareholders decide to elect to participate in the Special Dividend Offer will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position.
Shareholders who are in any doubt as to the contents of the Circular or as to the action to be taken should immediately consult an appropriately qualified independent financial adviser authorised under FSMA if in the
Notice for US Shareholders
The Special Dividend Offer relates to securities in a non-US company which is registered in the
The Special Dividend Offer will be made in the US in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable and otherwise in accordance with the requirements of
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Special Dividend Offer under US federal securities laws since the Company is located outside the US and most of its officers and directors may reside outside the US. 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 federal 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.
In accordance with normal
The Circular does not address the US federal income tax considerations applicable to any investment in the Shares or any participation in the Special Dividend Offer. US shareholders should consult their own tax advisers regarding the US federal income tax consequences of any such investment or participation.
This announcement has not been approved, disapproved or otherwise recommended by the