AGIT Aberforth Geared Income Trust

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, AUSTRALIA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA.

This announcement is an advertisement and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in Aberforth Geared Income Trust plc (the "Company") or Aberforth Split Level Income Trust plc ("ASLIT") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities. Any investment decision must be made exclusively on the basis of the final prospectus published by ASLIT and any supplement thereto or the final circular published by the Company.

20 June 2017

Aberforth Geared Income Trust plc (the “Company”) – Elections under Scheme

Further to the proposals for the reconstruction and winding up of the Company which were announced on 19 May 2017, the results of elections under the Scheme were as follows:  

• elections for ordinary shares in Aberforth Split Level Income Trust plc (“ASLIT”) were made, or deemed to have been made in respect of:
  • 64,492,056 of the Company’s Ordinary Shares (representing approximately 58.9 per cent. of the Company’s Ordinary Shares in issue); and
  • 3,492,087 of the Company’s Zero Dividend Preference Shares (representing approximately 4.8 per cent. of the Company’s Zero Dividend Preference Shares in issue).

• elections for zero dividend preference shares in ASLIT were made in respect of:
  • 36,314,439 of the Company’s Zero Dividend Preference Shares (representing approximately 49.7 per cent. of the Company’s Zero Dividend Preference Shares in issue).

• elections for cash were made, or deemed to have been made in respect of:
  • 45,007,944 of the Company’s Ordinary Shares (representing approximately 41.1 per cent. of the Company’s Ordinary Shares in issue); and
  • 33,193,474 of the Company’s Zero Dividend Preference Shares (representing approximately 45.5 per cent. of the Company’s Zero Dividend Preference Shares in issue).

The elections for ASLIT Shares pursuant to the Scheme may be subject to any scaling back required under the terms of the Proposals.  

A further announcement in respect of the reclassification of the Company’s Shares, the result of ASLIT’s Placing and Offer and the number of ASLIT Ordinary Shares and ASLIT ZDP Shares to be issued will be made on 29 June 2017.

The Scheme remains conditional on, among other conditions, the passing of the special resolution to place the Company into members' voluntary liquidation which will be proposed at the Second Meeting of the Company convened for 30 June 2017. The Scheme will not become effective unless the resolution is passed.

EXPECTED TIMETABLE

Each of the times and dates in the above expected timetable (other than in relation to the Meetings) may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be noti?ed to Shareholders by an announcement through a Regulatory Information Service provider.

*The Directors may, with the prior approval of J.P. Morgan Cazenove, alter such dates and thereby lengthen the period for returning Application Forms under the Offer making commitments under the Placing to a date no later than 30 June 2017 and/or the date of Admission to a date or dates no later than 31 July 2017. The Company will notify investors of any such changes to these dates by making an announcement via a Regulatory Information Service. All references in the announcement to times are to London times.

Terms used in this announcement shall have the same meaning as set out in the Circular published by the Company on 19 May 2017. 

For further information, please contact:

Investment Managers

Aberforth Partners LLP                        +44 (0) 131 220 0733
Euan Macdonald
Alistair Whyte

Advisers to the Company

Dickson Minto W.S.                            +44 (0) 207 649 6823
Douglas Armstrong                  

Advisers to ASLIT

J.P. Morgan Cazenove (JPMC)             +44 (0) 207 742 4000
William Simmonds
Edward Gibson-Watt
Oliver Kenyon

Kepler Partners LLP                           +44 (0) 203 384 8796
Hugh van Cutsem         

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time.

Dickson Minto W.S., which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dickson Minto W.S. or advice to any other person in relation to the matters contained herein.

J.P. Morgan Cazenove, which is authorised and regulated by the Financial Conduct Authority, is acting only for ASLIT in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible to anyone other than the ASLIT for providing the protections afforded to clients of J.P. Morgan Cazenove or advice to any other person in relation to the matters contained herein.

Kepler Partners LLP, which is authorised and regulated by the Financial Conduct Authority, is acting only for ASLIT in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible to anyone other than the ASLIT for providing the protections afforded to clients of Kepler Partners LLP or advice to any other person in relation to the matters contained herein.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements on historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, ASLIT's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Aberforth Partners LLP and Dickson Minto W.S. expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

None of the Company, ASLIT, Aberforth Partners LLP, J.P. Morgan Cazenove or Dickson Minto W.S., or any of their respective affiliates, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of this information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, ASLIT, Aberforth Partners LLP and Dickson Minto W.S., and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

This announcement does not constitute a prospectus relating to ASLIT, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or ASLIT in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus being considered for publication by ASLIT in due course. The contents of such prospectus will, if published, supersede the information in this announcement.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. Copies of the prospectus are available from www.morningstar.co.uk/uk/nsm.