Scottish Oriental Smlr Co Tst PLC Introduction of conditional tender offers (2896T)
23 Noviembre 2021 - 4:52AM
UK Regulatory
TIDMSST
RNS Number : 2896T
Scottish Oriental Smlr Co Tst PLC
23 November 2021
Introduction of conditional tender offers
To: RNS
From: The Scottish Oriental Smaller Companies Trust plc
LEI: 213800DBSW6WJXKNXL87
Date: 23 November 2021
This announcement contains inside information as defined under
the Market Abuse Regulation (EU) No. 596/2014
Performance of the Company
As noted in the recent annual reports and accounts, having
suffered a period of underperformance, t he Board is pleased to
announce that over the six months to 31 October 2021, the NAV total
return of the Company has exceeded the MSCI AC Asia ex Japan Index
by 17.0% and the MSCI AC Asia ex Japan Small Cap Index by 6.7%.
The Board is encouraged by this improvement in relative
performance following its detailed review of FSSA (the "Manager")
and having given active consideration to conducting a search to
replace the Manager. In light of this review and the subsequent
implementation of a plan targeted at improving investment
performance, the Board believes that the Manager's performance
should be assessed over an appropriate time period and against a
suitable comparator index. Accordingly, the Board intends to adopt
the MSCI AC Asia ex Japan Small Cap Index (in sterling) as its
principal comparator index (the "Comparator index").
Conditional five-yearly tender offers
The Board also intends to introduce a performance-related
conditional tender offer. Under the proposal, a tender offer will
be made to shareholders for up to 25 per cent. of the Company's
outstanding share capital at a 2 per cent. discount to formula
asset value ("FAV"), being the net asset value of the tendered
shares less the costs and expenses of the tender offer. The offer
would be made if, over the next five years (from the start of the
current financial year being 1 September 2021), and five yearly
thereafter, the Company's NAV total return in sterling on a cum
income basis does not exceed the total return of the Comparator
index net of fees over the five year period on a cumulative basis.
If the tender offer is triggered, it will be subject to shareholder
approval at the relevant time. The five-yearly period has been
chosen as this best corresponds with the Manager's typical
investment time horizon.
Fixed rate borrowings
The Company has in place GBP30 million of long-term fixed rate
borrowings repayable in 2041. In the event that these borrowings
were to be repaid at today's date, the cost of doing so would be
GBP35 million. This has been calculated based on a discounted
principal amount and includes all future interest, discounted by a
comparable US Treasury Bond yield plus a margin. The Board and the
Manager will carefully consider the level of gearing (and potential
repayment costs) prior to any conditional tender offer.
Share buy backs
The introduction of conditional tender offers will not affect
the Board's current approach to discount management. The Board will
continue to exercise its right to buy back shares when it believes
this to be value accretive and in shareholders' interests. Since 1
January 2021 the Board has bought back 1,893,343 shares,
representing 7.1% of the issued share capital.
The Board
As noted in the Chairman's statement in the recent annual
report, succession planning is a regular item on the Board agenda,
with the balance between diverse experience and longevity of
service a consistent focus of discussions. The Chairman has
indicated his intention to retire within the next 12 months and the
Board will continue to evolve and be replenished with the best
interests of shareholders as its primary objective.
Contact:
Juniper Partners Limited
Company Secretary
0131 378 0500
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END
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November 23, 2021 05:52 ET (10:52 GMT)
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