Brown Advisory US Smaller Companies PLC (BASC) has published a formal circular setting out recommended proposals for the voluntary winding-up of the company and its combination with JPMorgan US Smaller Companies Investment Trust plc (JUSC). The proposals, first flagged in an announcement on 7 October 2026, will be implemented through a members' voluntary winding-up under section 110 of the Insolvency Act 1986. Shareholders face a deadline of 1 p.m. on 2 December 2026 to submit elections, with the scheme expected to become effective on 15 December 2026.

Key Points

  • Brown Advisory US Smaller Companies PLC (BASC) is a UK-listed investment trust focused on US smaller companies.
  • BASC's board unanimously recommends a voluntary wind-up and reconstruction to combine with JPMorgan US Smaller Companies Investment Trust plc (JUSC).
  • Shareholders may elect a cash exit at Residual NAV less a 0.75% discount, or roll over into new JUSC shares; the rollover is the default option.
  • Investors should watch the First General Meeting on 2 December 2026 and the Scheme's effective date of 15 December 2026 for confirmation that all conditions have been satisfied.

BASC Shareholders Offered Cash Exit or Rollover into Enlarged JUSC Under Section 110 Scheme

Under the scheme of reconstruction, BASC shareholders on the register at 6 p.m. on 2 December 2026 may elect to receive new JUSC shares via the Rollover Option or take cash via the Cash Option at the company's Residual NAV less a 0.75% discount. The Cash Option is unlimited, with all valid elections accepted. Shareholders who do not make a valid election will be deemed to have opted for new JUSC shares across their entire holding. For illustrative purposes, had the Calculation Date been 5 p.m. on 4 November 2026, the BASC Rollover FAV per share would have been 1,752.85 pence and the Cash Pool FAV per share 1,733.79 pence, producing a conversion ratio of 3.720519.

HMRC Clearance Secured and Estimated Annual Cost Savings of 0.2% Expected for Rolling Shareholders

The announcement states that eligible BASC shareholders electing the Rollover Option are expected to do so without crystallising a charge to UK taxation of chargeable gains, with HMRC having provided a clearance in respect of the transaction. Rolling shareholders could also benefit from estimated annual cost savings of approximately 0.2%, based on the assumption that 50% of shareholders choose the Cash Option. JPMorgan Fund Managers Limited (JPMF) has committed to contribute a minimum of 12 months' management fees to the Enlarged JUSC to offset a significant proportion of the costs of the proposals, alongside a separate post-transaction contribution to marketing activities.

Board Unanimously Recommends Proposals Ahead of First General Meeting on 2 December 2026

BASC's board unanimously recommends that shareholders vote in favour of the resolutions at both General Meetings and the AGM. The directors intend to vote in favour in respect of their own beneficial holdings, which in aggregate amount to 25,821 shares, representing approximately 0.24% of the company's issued share capital excluding treasury shares. Special resolutions at the First General Meeting will require at least 75% of votes cast to be in favour. If the Scheme Resolutions are passed, the Continuation Vote will not proceed at the AGM. The Second General Meeting, at which shareholders will be asked to place the company into members' voluntary liquidation, is scheduled for 10 a.m. on 15 December 2026.

Enlarged JUSC to Become Sole UK-Listed Dedicated US Smaller Companies Investment Trust

The combined entity would see BASC cease to exist as a standalone listed trust, leaving JUSC as the only dedicated UK-listed US smaller companies investment trust. JUSC is managed by co-portfolio managers Don San Jose, Dan Percella, and Jon Brachle, supported by over 70 research analysts in the US and 130 globally. The announcement states that JUSC has outperformed the Russell 2000 Index in 81% of rolling five-year periods since the portfolio managers' inception. Should any of the conditions to the scheme not be satisfied or waived, the company would not proceed with the winding-up and would instead continue under its existing investment policy.