TIDMSCIN
RNS Number : 6889T
Scottish Investment Trust PLC
26 July 2022
To: RNS
From: The Scottish Investment Trust PLC
LEI: 549300ZL6XSHQ48U8H53
Date: 26 July 2022
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED). NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA.
The Scottish Investment Trust PLC
("SIT" or the "Company")
Extension of Bondholder Instruction Fee Deadline and Increase of
Instruction Fee
in respect of its outstanding 5 3/4 per cent. secured bonds due
2030 (of which GBP82,827,000 remains outstanding) (ISIN:
GB0002616471 / XS0109354075)
(the "Bonds")
In accordance with the terms of the consent solicitation
memorandum published by the Company in relation to the Bonds on 30
June 2022 (the "Consent Solicitation Memorandum"), the Board of the
Company today announces certain minor changes to the terms of the
Consent Solicitation intended to afford all Bondholders the
opportunity to fully participate. Capitalised terms used but not
defined in this announcement have the same meaning ascribed to them
in the Consent Solicitation Memorandum.
In particular, the Board announces (i) the extension of the
Instruction Fee Deadline to 4.00 p.m. on 26 July 2022 (the
"Extended Instruction Fee Deadline") and (ii) the increase of the
Instruction Fee from 0.10 per cent. to 0.20 per cent. of the
outstanding principal amount of the Bonds held by the relevant
Bondholder and which are the subject of the relevant Electronic
Voting Instruction or Ineligible Bondholder Instruction (the
"Revised Instruction Fee"). For the avoidance of doubt, the Consent
Solicitation, including the terms of the Extraordinary Resolution
and the other aspects of the expected timetable set out in the
Consent Solicitation Memorandum, remains otherwise unchanged.
Practical Implications
The Extended Instruction Fee Deadline is now the latest time and
date for receipt of valid Electronic Voting Instructions or
Ineligible Bondholder Instructions by the Tabulation Agent through
the Clearing Systems for Bondholders to be eligible for the Revised
Instruction Fee. For the avoidance of doubt, those Bondholders who
have already submitted valid Electronic Voting Instructions or
Ineligible Bondholder Instructions prior to the original
Instruction Fee Deadline of 19 July 2022, do not need to submit
fresh voting instructions in order to qualify for the Revised
Instruction Fee (should it be payable under the terms of the
Consent Solicitation Memorandum).
Subject to the terms and conditions set out in the Consent
Solicitation Memorandum, SIT will pay to each Bondholder who has
delivered a valid Electronic Voting Instruction or Ineligible
Bondholder Instruction in respect of the Extraordinary Resolution
which has been received by the Tabulation Agent at or prior to the
Extended Instruction Fee Deadline, which has not been validly
withdrawn at or prior to the Expiration Deadline and which remains
in full force and effect until the conclusion of the Meeting, the
Revised Instruction Fee. The Company's obligation to pay the
Revised Instruction Fee is conditional on, amongst other things,
the Extraordinary Resolution being passed by Eligible
Bondholders.
Further Information
Any persons with questions regarding the terms of the Proposals
or the Consent Solicitation should contact Centrus Financial
Advisors Limited ("Centrus") at the addresses or telephone number
specified below:
Centrus Financial Advisors Limited
85 Queen Victoria Street
London EC4V 4AB
Telephone: +44 (0)20 3846 5676
Attention: Robert St John
Email: robert.stjohn@centrusadvisors.com
Centrus is not acting through a U.S. broker-dealer affiliate
and, accordingly, will not discuss the Consent Solicitation or the
contents of the Consent Solicitation Memorandum or the Notice of
Meeting with any Bondholder who is unable to confirm that it is not
located or resident in the United States.
The Consent Solicitation Memorandum, the Notice of Meeting and
the Substitution Documents contain important information which
Bondholders should read carefully before any decision is made with
respect to the Consent Solicitation. Bondholders may obtain copies
of the Consent Solicitation Memorandum, the Notice of Meeting, the
Substitution Documents and any announcements in connection with the
Consent Solicitation from the Tabulation Agent:
Tabulation Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Telephone: +44 (0) 20 7704 0880
Attention: Owen Morris
Email: sitplc@kroll.com
Website: https://deals.is.kroll.com/sitplc
Important Information
Within the United Kingdom, this announcement is directed only at
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 ("relevant
persons"). The investment or investment activity to which this
announcement relates is only available to and will only be engaged
in with relevant persons and persons who receive this announcement
who are not relevant persons should not rely or act upon it.
None of the Company, JGGI, Centrus, the Tabulation Agent, the
Trustee or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding the Consent Solicitation, or any recommendation as to
whether Bondholders should provide their consent in the Consent
Solicitation. This announcement must be read in conjunction with
the Consent Solicitation Memorandum. This announcement and the
Consent Solicitation Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Consent Solicitation.
If Bondholders are in any doubt about the action they should
take or the contents of this announcement, the Consent Solicitation
Memorandum or the Substitution Documents they are recommended to
seek their own independent financial advice immediately from their
stockbroker, bank manager, solicitor, accountant or other
appropriate independent financial adviser who is authorised under
the Financial Services and Markets Act 2000 (as amended) if they
are in the United Kingdom, or from another appropriately authorised
independent financial adviser if they are in a territory outside
the United Kingdom. Any person whose Bonds are held on their behalf
by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to participate in the
Consent Solicitation or otherwise participate in the Meeting
(including the adjourned Meeting, if applicable) at which the
Extraordinary Resolution is to be considered.
This announcement is not a solicitation of consent with respect
to any Bonds and does not constitute an invitation to participate
in the Consent Solicitation in or from any jurisdiction in or from
which, or to or from any person to or from whom, it is unlawful to
make such invitation under applicable securities laws. The Consent
Solicitation is being made solely pursuant to the Consent
Solicitation Memorandum, which sets forth a detailed statement of
the terms of the Consent Solicitation.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, any such restrictions.
The Bonds have not been, and will not be, registered under the
U.S. Securities Act of 1933 (the "Securities Act") or the
securities law of any state or jurisdiction of the United States
and may not be reoffered or resold except pursuant to an applicable
exemption from the registration requirements of the Securities Act.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved of any Bonds, or determined if the Consent
Solicitation Memorandum is accurate or complete. Any representation
to the contrary is a criminal offence.
This information is provided by RNS, the news service of the
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END
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