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 Split Level
Income Trust plc ("ASLIT") or Aberforth Geared Income Trust plc
(“AGIT") 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 AGIT.
29 June
2017
Aberforth Split Level Income Trust plc
(“ASLIT”) and Aberforth Geared Income Trust plc (“AGIT”)
Further to AGIT’s announcements dated 20
June 2017 and 27 June 2017,
the demand for Ordinary Shares and ZDP Shares in ASLIT at
100 pence each was as follows:
|
Demand for ASLIT Ordinary
Shares |
Demand for ASLIT ZDP Shares |
AGIT Ordinary Shareholders under the
Scheme |
£162.1m |
Not applicable |
AGIT ZDP Shareholders under the
Scheme |
£5.6m |
£58.0m |
ASLIT Placing |
£15.0m |
£19.8m |
ASLIT Offer for Subscription |
£3.1m |
£2.0m |
Total demand |
£185.8m |
£79.8m |
185.8 million ASLIT Ordinary Shares will be issued under the
Scheme, Placing and Offer for Subscription in aggregate, to satisfy
demand under the table above.
46.5 million ASLIT ZDP Shares will be issued to satisfy the
aggregate demand for ASLIT ZDP Shares shown in the table above. The
ASLIT Board has been required to scale back elections and
subscriptions for ASLIT ZDP Shares and, in doing so, has sought to
give preference, so far as practicable, to those investors who
subscribed for or rolled into ASLIT Ordinary Shares in accordance
with the policy described in the ASLIT Prospectus.
Certain AGIT ZDP Shareholders elected to receive ASLIT Ordinary
Shares and ASLIT ZDP Shares in the Ratio to the extent that any
element of their election for ASLIT ZDP Shares would otherwise have
been satisfied in cash as a consequence of scaling back. An
additional 4.5 million ASLIT Ordinary Shares and 1.1 million ASLIT
ZDP Shares will be issued in this regard.
Accordingly, application is being made for 190,250,000 ASLIT
Ordinary Shares and 47,562,500 ASLIT ZDP Shares to be admitted to
listing on the Official List of the UK Listing Authority and to
trading on the main market of the London Stock Exchange at
8.00 a.m. on 3
July 2017. The Admission and completion of the scheme remain
subject also to the passing of the resolution at the second general
meeting of AGIT to be held at 11am on
30 June 2017.
EXPECTED TIMETABLE
All references are
to UK time. |
2017 |
Amendment to the
Offcial List and dealings in Reclassifed Shares commence on the
London Stock Exchange |
8.00 a.m. on Thursday,
29 June |
Dealings in Reclassifed
Shares suspended |
7.30 a.m. on Friday,
30 June |
Second Meeting |
11.00 a.m. on Friday,
30 June |
Effective Date for
implementation of the Proposals and commencement of the liquidation
of AGIT |
Friday, 30 June |
Admission to listing of
the ASLIT Shares to be issued pursuant to the Scheme and of the
ASLIT Shares to be issued pursuant to the ASLIT Placing and
Offer |
8.00 a.m. on Monday, 3
July |
ASLIT Shares issued in
uncertifcated form credited to CREST accounts of Shareholders under
the Scheme |
8.00 a.m. on Monday, 3
July |
ASLIT Shares issued in
uncertifcated form credited to CREST accounts of ASLIT Shareholders
under the Placing and Offer |
11.00 a.m. on Monday,
3 July |
CREST payments made in
respect of cash entitlements of Shareholders under the Scheme |
Friday, 7 July |
Cheques despatched in
respect of cash entitlements of Shareholders under the Scheme |
Friday, 7 July |
Defnitive certifcates
in respect of ASLIT Shares issued in certifcated form pursuant to
the Scheme despatched to Shareholders entitled thereto |
week commencing
Monday, 10 July |
Cancellation of listing
of the Reclassifed Shares |
Monday, 10 July |
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 notifed to Shareholders by an announcement through
a Regulatory Information Service provider.
Terms used in this announcement shall have the same meaning as
set out in the Prospectus issued by ASLIT and the Circular
published by AGIT 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 AGIT
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 AGIT 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 AGIT 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 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 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 AGIT'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 AGIT, 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 AGIT 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. AGIT, 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 AGIT 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 published by ASLIT on 19 May
2017.
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.