Conditional Tender Offer
On 23 November 2021, the Board of the Company announced the introduction of a performance-related conditional tender offer linked to the Company's investment performance over the five-year period commencing on 1 September 2021.
Under the terms announced, a tender offer for up to 25 per cent. of the Company's outstanding share capital will be put to shareholders if, over the five-year period, the Company's NAV total return in sterling on a cum-income basis does not exceed the total return of the MSCI AC Asia ex Japan Small Cap Index (in sterling) (the "Comparator Index") over the same period.
The five-year measurement period ended on 31 August 2026. Over this period, the Company's NAV total return was 28.04 per cent., compared with a total return of 48.45 per cent. for the Comparator Index.
Accordingly, the performance condition has not been met, and the conditional tender offer has been triggered.
The tender offer will be made at a 2 per cent. discount to formula asset value ("FAV"), being the net asset value attributable to the tendered shares less the costs and expenses of the tender offer, and will be conditional upon the approval of shareholders at a general meeting of the Company.
A circular to shareholders containing further details regarding the tender offer, including the expected timetable, arrangements for shareholders wishing to participate and notice of general meeting, will be published in due course with the expectation that, subject to the timely realisation of the assets comprising any tender pool, the tender proceeds will be paid to shareholders before the end of 2026.
In accordance with the arrangements announced in November 2021, the next five-year performance measurement period commenced on 1 September 2026 and will end on 31 August 2031. The same performance condition will apply.
The Board recognises the disappointing returns over the performance measurement period and is considering whether additional actions are required to ensure that the Company meets the needs of investors. As part of that exercise, the Board and its advisers are currently engaging with a number of the Company's shareholders.
Risk factors
Capital at risk. The value of investments and any income from them may go down as well as up and are not guaranteed. Investors may get back significantly less than the original amount invested.
Important Information
This document has been prepared for informational purposes only and is only intended to provide a summary of the subject matter covered and does not purport to be comprehensive. The views expressed are the views of the writer at the time of issue and may change over time. It does not constitute investment advice and/or a recommendation and should not be used as the basis of any investment decision.
This document is not an offer document and does not constitute an offer or invitation or investment recommendation to distribute or purchase securities, shares, units or other interests or to enter into an investment agreement. No person should rely on the content and/or act on the basis of any material contained in this document.
Net Asset Value (NAV) performance is not the same as share price performance and shareholders may realise returns that are lower or higher than NAV performance.
This document is confidential and must not be copied, reproduced, circulated or transmitted, in whole or in part, and in any form or by any means without our prior written consent. The information contained within this document has been obtained from sources that we believe to be reliable and accurate at the time of issue but no representation or warranty, express or implied, is made as to the fairness, accuracy, or completeness of the information. We do not accept any liability whatsoever for any loss arising directly or indirectly from any use of this information.
References to "we" or "us" are references to First Sentier Group. In the UK, issued by First Sentier Investors (UK) Funds Limited which is authorised and regulated by the Financial Conduct Authority (registration number 143359). Registered office Finsbury Circus House, 15 Finsbury Circus, London, EC2M 7EB number 2294743.
Scottish Oriental Smaller Companies Trust plc ("Company") is an investment trust, incorporated in Scotland with registered number SC0156108, whose shares have been admitted to the Official List of the London Stock Exchange plc. The Company is an alternative investment fund and has appointed First Sentier Investors (UK) Funds Limited as the alternative investment fund manager for the Company. Further information is available from Client Services, First Sentier Group, Finsbury Circus House, 15 Finsbury Circus, London, EC2M 7EB or by telephoning 0800 587 4141 between 9am and 5pm Monday to Friday or by visiting www.scottishoriental.com. Telephone calls with First Sentier Group may be recorded.
First Sentier Group entities referred to in this document are part of First Sentier Group, a member of MUFG, a global financial group. First Sentier Group includes a number of entities in different jurisdictions. MUFG and its subsidiaries do not guarantee the performance of any investment or entity referred to in this document or the repayment of capital. Any investments referred to are not deposits or other liabilities of MUFG or its subsidiaries, and are subject to investment risk including loss of income and capital invested.
© First Sentier Group
Follow us
Keep up-to-date with the latest research and developments by subscribing to email updates or follow us on LinkedIn.
Managed by
