Aberdeen Asian Smaller Co's Inv Tst CULS Prospectus & Circular, and Placing Results (6795L)

TIDMAAS

RNS Number : 6795L

Aberdeen Asian Smaller Co's Inv Tst

20 April 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

This announcement is an advertisement and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in Aberdeen Asian Smaller Companies Investment Trust plc or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

Aberdeen Asian Smaller Companies Investment Trust PLC (the "Company")

Legal Entity Identifier (LEI): 5493000FBZP1J92OQY70

20 April 2018

Convertible Unsecured Loan Stock - publication of a Prospectus and Stockholder Circular relating to the Issue, update of results of the related Placing and dispatch of document regarding Half Yearly Report

Further to the announcement made by the Company on 16 April 2018 regarding the proposed issue of up to GBP37 million new Convertible Unsecured Loan Stock ("2025 CULS") (the "Issue"), the Company today publishes a prospectus (the "Prospectus") containing a notice of general meeting of shareholders of the Company ("Shareholders") and also a separate circular to the holders of the existing 2019 CULS ("Stockholders") containing a notice of meeting of Stockholders (the "Stockholder Circular").

As previously announced, it is intended that 2025 CULS will be issued pursuant to (a) a reinvestment scheme under which proceeds of sale of existing 2019 CULS by Stockholders may be rolled into 2025 CULS (the "Reinvestment Scheme"); (b) an open offer providing Shareholders with the opportunity to participate in the Issue by subscribing for up to GBP10 million nominal of 2025 CULS (the "Open Offer"), and (c) a placing of 2025 CULS to on behalf of the Company by Panmure Gordon (the "Placing"), with the Reinvestment Scheme, the Open Offer and the Placing being conditional, amongst other things, on the passing of relevant resolutions of Shareholders and Stockholders, respectively at the relevant meetings.

As of today, Panmure Gordon has conditionally placed GBP17 million nominal of 2025 CULS with institutional investors and private client stockbrokers at the issue price of 100p per GBP1 nominal, subject to scaling back. In addition holders of the existing 2019 CULS worth GBP15 million have indicated their intention to participate in the Reinvestment Scheme. In the event of scaling back, those participating under the Reinvestment Scheme will have first priority followed, in order, by those applying under the Open Offer and the Placing.

Applications will be made to the UK Listing Authority and to the London Stock Exchange for the 2025 CULS to be admitted to the Standard Debt segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective, and that dealings in 2025 CULS will commence at 8.00 a.m. on 29 May 2018.

Both the Prospectus and Stockholder Circular will shortly be available to view at www.asian-smaller.co.uk and, in the case of the Prospectus, the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm. Copies of the Prospectus and the Stockholder Circular will also be available from the Company's registered office at Bow Bells House, 1 Bread Street, London EC4M 9HH.

In addition, a copy of the Half Yearly Report to 31 January 2018 has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm. The document will shortly be available for download from the Company's website, www.asian-smaller.co.uk and will be posted to Shareholders.

Terms used and not defined in this announcement shall have the meanings ascribed to them in the Prospectus unless the context otherwise requires.

Expected Timetable

   Record date for entitlements under the Open Offer                       6.00 p.m. on 18 April 2018 
   Prospectus and Stockholder Circular published                             20 April 2018 
   Open Offer opens and the Prospectus, Application                        20 April 2018 

Forms and Forms of Proxy despatched

   Period for exercise of the Special Conversion Right opens            20 April 2018 

Ex-entitlement Date 8.00 a.m. on 23 April 2018

   Open Offer Entitlements and Excess CREST Open Offer              6.00 p.m. on 24 April 2018 

Entitlements credited to stock accounts in CREST of

Qualifying CREST Shareholders

   Latest recommended time and date for requested                          4.30 p.m. on 14 May 2018 

withdrawal of Open Offer Entitlements and Excess

CREST Open Offer Entitlements from CREST

Latest time and date for depositing Open Offer 3.00 p.m. on 15 May 2018

Entitlements and Excess CREST Open Offer

Entitlements into CREST

Latest time and date for splitting Application 3.00 p.m. on 16 May 2018

Forms (to satisfy bona fide market claims)

Latest time and date for receipt of completed 11.00 a.m. on 18 May 2018

Application Forms and payment in full under the

Open Offer and settlement of relevant CREST

instructions (as appropriate) and Open Offer closed

   Last time and date for the exercise of 2019 CULS Holders            11.00 a.m. on 18 May 2018 

of their Special Conversion Right

Record date for the Reinvestment Scheme 6.00 p.m on 18 May 2018

Latest time and date for receipt of Forms of 9.00 a.m. on 21 May 2018

Proxy and electronic proxy appointments via CREST

system for use at General Meeting

Latest time and date for receipt of Forms of 9.05 a.m. on 21 May 2018

Proxy and electronic proxy appointments

via CREST system for use at Stockholder Meeting

   Result of the Reinvestment Scheme, Placing and Open Offer        22 May 2018 

and conversion premium announced through an RIS

   General Meeting to approve, inter alia, matters in connection        9.00 a.m. on 23 May 2018 

with the Issue

   Stockholder Meeting to approve matters in connection                  9.05 a.m. on 23 May 2018 

with the Reinvestment Scheme Offer

   Record Date for final interest payment on 2019 CULS                  6.00 p.m. on 25 May 2018 
   Admission and commencement of dealings in 2025                      8.00 a.m on 29 May 2018 

CULS on London Stock Exchange's Main Market

Cancellation of listing of 2019 CULS 8.00 a.m on 29 May 2018

   CREST stock accounts credited with 2025 CULS                         29 May 2018 

issued in uncertificated form

Definitive certificates for 2025 CULS issued in week commencing 4 June 2018

certificated form despatched

Notes:

1. References are to London time.

2. All times and dates are indicative only and may be adjusted by the Company (with the agreement of Panmure Gordon).

3. 2019 CULS Holders who hold their securities in CREST should inform themselves of CREST's requirements in relation to electronic proxy appointments.

Enquiries:

Aberdeen Asset Managers Limited

William Hemmings

020 7463 6000

Panmure Gordon

Rob Naylor/ Paul Fincham, 0207 886 2500

Jonathan Crabtree 0207 886 2720

Important Information

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon (UK) Limited nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Panmure Gordon (UK) Limited is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Panmure Gordon (UK) Limited may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.

This information is provided by RNS

The company news service from the London Stock Exchange

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April 20, 2018 11:14 ET (15:14 GMT)