SLS.L Regulatory News (SLS)

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21 June 2018

Standard Life UK Smaller Companies Trust plc

(Legal Entity Identifier: 213800UUKA68SHSJBE37)

Merger with Dunedin Smaller Companies Investment Trust plc

The Board of Standard Life UK Smaller Companies Trust plc (the "Company") is pleased to announce that terms have been agreed in principle for a merger with Dunedin Smaller Companies Investment Trust plc ("Dunedin") following a strategic review conducted by the Board of Dunedin.

The proposed merger would, based on the current net assets of the Company and Dunedin, increase the assets of the Company to over £550 million. Following the merger it is intended that the Company's enlarged portfolio will continue to be managed using the investment process developed by Harry Nimmo that has served the Company so well since 2003.

The transaction would be effected by way of a scheme of reconstruction under section 110 of the Insolvency Act 1986, resulting in the voluntary liquidation of Dunedin and a roll-over of its assets into the Company, for which new shares in the Company will be issued to the shareholders of Dunedin. The merger would be conducted on a NAV for NAV basis with the costs of the transaction being borne by Dunedin's shareholders. The transaction would be subject to, inter alia, approval by the respective shareholders of the Company and of Dunedin. In accordance with customary practice for such transactions involving investment trusts, the City Code on Takeovers and Mergers will not apply to the transaction.

Allister Langlands, Chairman of the Company, commented:

"We are delighted to announce our proposed merger with Dunedin and we believe that this reflects the excellent performance record of Harry Nimmo and his team. The merger with Dunedin will benefit the Company's shareholders, through increased scale, a reduction in the ongoing charges ratio and increased liquidity. This is the second merger that the Company has undertaken in the last 10 years and demonstrates the Board's intention to grow the Company by a combination of performance and carefully considered corporate activity."

A circular to shareholders of the Company convening a general meeting and a prospectus providing further details on the transaction will be published as soon as practicable. 

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