SLPE.L Regulatory News (SLPE)

22 Aug 2008 07:00



Standard Life European Private Equity Trust PLC (the "Company")

Circular regarding the convening of an extraordinary general meeting of the Company to consider the proposed adoption of new articles of association and a resolution to grant the board the authority to offer ordinary shareholders the right to elect to receive scrip dividends

Introduction

The Company has today issued a circular to its shareholders (the "Circular") giving notice of an extraordinary general meeting of the Company which is to be held on Monday, 22 September 2008 at 1.00p.m. at 1 George Street, Edinburgh EH2 2LL, at which Ordinary Shareholders will be asked to approve the adoption by the Company of new articles of association with effect from 1 October 2008. In addition, it is a technical requirement of the company's Existing Articles that the special resolution to approve the adoption of the New Articles be approved at a separate class meeting of Ordinary Shareholders and at a separate class meeting of Founder Shareholders. These Class Meetings will be held after the EGM at the same venue.

At the EGM the Ordinary Shareholders will also be asked to authorise the directors of the Company to offer Ordinary Shareholders the right to elect to receive new ordinary shares in the capital of the Company instead of cash in respect of all or part of any dividends declared or paid on ordinary shares.

Reasons for the adoption of the New Articles

Over the past year, and since the Company's articles of association were last updated in 2007, company law in the United Kingdom has undergone major reform through the coming into force of parts of the Companies Act 2006. Accordingly, the Board considers it prudent to replace the Existing Articles with the New Articles which take account of these developments. 

Therefore the New Articles include provisions which reflect changes in the law brought about by the Companies Act 2006 in respect of, amongst other things, electronic communications, notice periods for meetings, proxy voting and directors' conflicts of interest.

Authority to offer scrip dividends

Recognising that the investment objective of the Company is to achieve long-term capital gains, interest has been expressed by some shareholders in having the option for dividends to be taken in the form of ordinary shares, rather than cash. Such a move may also assist in improving liquidity in the Company's ordinary shares. The authority would offer the Company and shareholders flexibility and a resolution to this effect is accordingly proposed.

Document

Copies of the Circular have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

Financial Services Authority 25 The North ColonnadeCanary WharfLondon E14 5HS

Tel: 020 7066 1000

Copies of the Circular will be available at the offices of Dickson Minto W.S. at both Royal London House, 22-25 Finsbury Square, London EC2A 1DX and 16 Charlotte Square, Edinburgh EH2 4DF until 22 September 2008.

Definitions

Capitalised words and expressions defined in the Circular have the same meanings in this announcement.

22 August 2008

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