THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF
COLUMBIA) AUSTRALIA,
CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, ANY MEMBER STATE OF THE EEA, OR ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL.
This
announcement is not an offer to sell or a solicitation or an offer
to acquire, securities in the United
States or in any other jurisdiction in which the same would
be unlawful.
Neither
this announcement, nor any part of it, shall form the basis of, or
be relied upon in connection with, or act as an inducement to enter
into, any contract or commitment whatsoever.
Aberforth
Split
Level
Income
Trust plc (“ASLIT”) and Aberforth Geared Value & Income Trust
plc (“AGVIT”)
Scheme
Calculations & Issue Update
Scheme
Calculations
Further
to the election results in connection with the reconstruction and
winding up of ASLIT announced on 26 June
2024, the Board of ASLIT confirms the Formula
Asset
Value (FAV) per Ordinary Share and the Terminal Asset
Value (TAV) per Zero Dividend Preference Share that will be used
for the calculation of entitlements under the recommended scheme of
reconstruction and members' voluntary liquidation of ASLIT under
section 110 of the Insolvency Act 1986 (the "Scheme")
and to determine the number of new AGVIT Ordinary Shares and new
AGVIT Zero Dividend Preference Shares in
the capital of AGVIT to
be issued
pursuant to the Scheme.
Under
the
terms
of
the
Scheme,
details
of
which
were
set
out
in
the
circular
to
ASLIT Shareholders
dated
28 May 2024:
-
the
FAV
per Ordinary Share (being the
entitlement of an Ordinary Share pursuant to the Scheme, calculated
on the basis of the net asset value of ASLIT as at close of
business on 21 June 2024 (the
"Calculation Date")) was 84.84p;
and
-
the
TAV
per Zero Dividend Preference Share (being the
entitlement of a Zero Dividend Preference Share calculated on the
basis of the net asset value of ASLIT as at the Calculation Date)
was 127.25p.
In
accordance with the Scheme, Johnston Carmichael LLP have performed
specific procedures over the calculations of the FAV per Ordinary
Share and the TAV per Zero Dividend Preference Share and no issues
were reported. The procedures performed by Johnston Carmichael LLP
did not constitute an audit of ASLIT.
For the
purposes of the Scheme, the AGVIT
Ordinary Shares will be issued at 100p and the AGVIT
Zero Dividend Preference Shares will be issued at 100p.
Based
on
the
FAV
per
Ordinary
Share
and
the
TAV
per
Zero
Dividend
Preference
Share
set
out
above:
-
an
ASLIT
Ordinary Shareholder who elected or was deemed to have elected for
the
Ordinary Rollover Option
in respect
of any ASLIT Ordinary Shares shall receive approximately 0.8484
AGVIT Ordinary Shares under the Scheme in respect of each such
ASLIT Ordinary Share held;
-
an
ASLIT
Ordinary Shareholder who elected for the
Ordinary Cash Option
in respect of any ASLIT Ordinary Shares shall receive 84.84p under
the Scheme in respect of each such ASLIT Ordinary Share
held;
-
an ASLIT
Zero Dividend Preference Shareholder who elected for the
ZDP Rollover Zero Option
in respect
of any ASLIT Zero
Dividend Preference Shares shall receive approximately 1.2725 AGVIT
Zero Dividend Preference Shares under the Scheme in respect of each
such ASLIT Zero Dividend Preference Share held;
-
an
ASLIT Zero
Dividend Preference Shareholder who elected for the
ZDP Rollover Ordinary Option
in respect
of any ASLIT Zero Dividend Preference Shares shall receive
approximately 1.2725 AGVIT Ordinary Shares under the Scheme in
respect of each such ASLIT Zero Dividend Preference Share
held;
-
an ASLIT
Zero Dividend Preference Shareholder who elected or was deemed to
have elected for the
ZDP Cash Option in respect
of any ASLIT Zero Dividend Preference Shares shall receive 127.25p
under the Scheme in respect of each such
ASLIT Zero
Dividend
Preference
Share
held.
Fractions
of
Shares
which
would
otherwise
arise
will
be
rounded
down
to
the
nearest
whole
number
of
Shares.
The
Scheme remains conditional on, among other conditions, the passing
of the special resolution to place ASLIT into members' voluntary
liquidation (the "Resolution"),
which will be proposed at the general meeting of ASLIT to be held
at 10.00 a.m. on 28 June 2024 (the "General
Meeting").
The
Scheme will not become effective unless the Resolution is
passed.
Issue
Update
Further
to ASLIT’s
announcement dated 26 June 2024, the
demand for Ordinary Shares and ZDP Shares in AGVIT at 100 pence each was as follows:
|
|
Demand
for
AGVIT Ordinary
Shares
|
Demand
for
AGVIT ZDP
Shares
|
|
ASLIT
Ordinary Shareholders under the Scheme
|
£104.5m
|
N/A
|
|
ASLIT
ZDP Shareholders
under
the
Scheme
|
£0.2m
|
£28.1m
|
|
AGVIT
Placing
|
£0.3m
|
£9.2m
|
|
AGVIT
Offer for Subscription
|
£2.3m
|
£2.9m
|
|
Total
demand
|
£107.3m
|
£40.2m
|
Therefore,
conditional on the Resolution being passed at the General Meeting
and the Scheme becoming effective, 107,330,999 AGVIT Ordinary
Shares and 40,249,000 AGVIT ZDP Shares will be issued under the
Scheme, Placing and Offer for Subscription in aggregate, to satisfy
demand as shown in the table above.
Elections
under the Scheme, Offer for Subscription and applications under the
Placing have been met in full other than one individual investor’s
subscriptions, which were subject to marginal scale back, in order
to have a matched ratio of AGVIT Ordinary Shares to AGVIT Zero
Dividend Preference Shares of 8:3. The AGVIT Board applied this
scale back in accordance with the policy described in the AGVIT
Prospectus.
Accordingly,
applications are being made for 107,331,000 AGVIT Ordinary Shares
(which includes the one subscriber share already in issue) and
40,249,000 AGVIT ZDP Shares to be admitted to listing on the
premium and standard segments respectively of the Official List of
the Financial
Conduct Authority and to trading on the main market of the London
Stock Exchange at 8.00 a.m. on
1 July 2024 ("Admission").
The completion of the Scheme remains subject to the passing of the
Resolution at the General Meeting and Admission will only be able
to occur after the Scheme has become effective.
|
Expected
timetable
|
|
|
2024
|
|
Second
General Meeting
|
10.00 a.m. on
28
June
|
|
Effective
Date for implementation of the Proposals and commencement of the
liquidation of ASLIT
|
28
June
|
|
Admission
to listing of, and dealings commence in, (i) the AGVIT Shares
issued pursuant to the Scheme and (ii) the AGVIT Shares issued
pursuant to the AGVIT Placing and Offer
|
8.00 a.m.
on 1
July
|
|
AGVIT
Shares issued in uncertificated form credited to CREST accounts of
Shareholders under the Scheme
|
as soon
as is reasonably practicable on 1
July
|
|
AGVIT
Shares issued in uncertificated form credited to CREST accounts of
AGVIT Shareholders under the AGVIT Placing and Offer
|
as soon
as is reasonably practicable on 1
July
|
|
CREST
payments made in respect of cash entitlements of Shareholders under
the Scheme
|
12
July
|
|
Cheques
despatched in respect of cash entitlements of Shareholders under
the Scheme
|
12
July
|
|
Definitive
certificates in respect of AGVIT Shares issued in certificated form
pursuant to the Scheme despatched to Shareholders entitled
thereto
|
12
July
|
|
Cancellation
of listing of the Reclassified Shares
|
as soon
as practicable after the Effective Date
|
|
All
references to time in this announcement are to UK time. Each of the
times and dates in the above expected timetable (other than in
relation to the General Meetings) may be extended or brought
forward without further notice. If any of the above times and/or
dates changes, the revised time(s) and/or date(s) will be notified
to Shareholders by an announcement through a Regulatory Information
Service provider.
Unless
otherwise defined, all capitalised terms used but not defined in
this announcement shall have the meaning as given to them in the
Circular.
|
For
further information, please
contact:
|
Investment
Managers Aberforth
Partners
LLP
|
+44
(0) 131 220
0733
|
|
Euan
Macdonald
Peter
Shaw
|
|
Financial
Advisers
to
ASLIT
and
Sponsor & Placing Agent to AGVIT
|
J.P.
Morgan Cazenove
(JPMC)
|
+44
(0) 203 493 8000
|
|
William
Simmonds
Rupert
Budge
|
|
|
Solicitors
to
ASLIT
and AGVIT
Dickson
Minto LLP
|
+44
(0)
207
649
6823
|
|
Douglas
Armstrong
|
|
ASLIT
Legal Entity Identifier: 21380013QYWO82NZV529
AGVIT
Legal Entity Identifier: 2138006A8FCYYWSJKE32
Important
notices
This
announcement does not constitute a prospectus relating to AGVIT, 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 AGVIT 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 AGVIT Prospectus (which
is available from Aberforth Partners LLP's website at
www.aberforth.co.uk).
This announcement is not for publication or distribution, directly
or indirectly, in or into the United
States of America. This announcement is not an offer of
securities for sale into the United
States.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration.
No public offering of securities is being made in the United States.