TIDMASCI
RNS Number : 4194Q
abrdn Smaller Companies Inc Tst plc
17 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, 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 of
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.
17 October 2023
abrdn Smaller Companies Income Trust plc
Publication of Circular and Related Party Transaction
The Board of abrdn Smaller Companies Income Trust plc ("ASCI" or
the "Company") announces that it has today published a circular
(the "Circular") setting out proposals for the voluntary winding-up
of the Company and combination with Shires Income plc ("Shires" or
"SHRS").
Introduction
As announced by the Company on 26 July 2023, the Board has agreed
terms with the board of Shires for a combination of the assets
of the Company with Shires. If approved, the combination will
be implemented by way of a scheme of reconstruction and members'
voluntary winding up of the Company under section 110 of the
Insolvency Act 1986 (the "Scheme") and the associated transfer
of the Company's cash, assets and undertaking to Shires in exchange
for the issue of New SHRS Shares to Shareholders who elect,
or are deemed to have elected, to roll over their investment
in the Company into Shires. As noted below, Shires' participation
in the Scheme will, in the context of these proposals, constitute
a related party transaction (the "Related Party Transaction")
and, as a result, will require the approval of Independent Shareholders.
The Scheme and the Related Party Transaction are together referred
to as the "Proposals".
The Scheme will be implemented by way of a members' voluntary
liquidation and a scheme of reconstruction of the Company under
which Shareholders will be entitled to elect to receive in respect
of some or all of their Ordinary Shares:
(a) New SHRS Shares (the "Rollover Option"); and/or
(b) cash (the "Cash Option").
The Proposals are conditional upon, amongst other things, the
approval of Shareholders at the General Meetings and the approval
by SHRS Shareholders of the issue of the New SHRS Shares.
Shareholders can make different Elections in respect of different
parts of their holdings of Ordinary Shares and there is no limit
on the number of Ordinary Shares which may be elected for the
Cash Option. A discount of 1.5 per cent. will be applied to
the Residual Net Asset Value attributable to Ordinary Shares
which are elected, or deemed to be elected, to receive cash
under the Cash Option (the "Cash Option Discount"). The value
arising from the application of the Cash Option Discount will
be allocated to the Rollover Pool for the benefit of the enlarged
Shires and Shareholders electing, or who are deemed to have
elected, for the Rollover Option.
The Rollover Option is the default option under the Scheme.
As a result Shareholders (other than Overseas Shareholders)
who, in respect of all or part of their holding of Ordinary
Shares, do not make a valid election, or who do not make an
election at all, under the Scheme will be deemed to have elected
for New SHRS Shares in respect of such holding. As New SHRS
Shares will be issued to those Shareholders who elect, or are
deemed to elect, for the Rollover Option on a formula asset
value ("FAV") for FAV basis as described in Part 4 of the Circular,
i.e. at a 0.80 per cent. premium to the SHRS NAV per SHRS Share,
Shareholders should note that such issue price may be above
the market price of the SHRS Shares if the SHRS Shares continue
to trade at a discount to the SHRS NAV per SHRS Share, which
was 7.8 per cent. as at 13 October 2023 (being the latest practicable
date prior to the publication of the Circular).
Shires is the largest beneficial owner of the Company's Ordinary
Shares, holding approximately 13.6 per cent. of the Company's
issued Ordinary Share capital as at 13 October 2023. Shires'
entitlements as an investor in the Company under the Scheme
will be satisfied on the Company's entering winding up by the
transfer of the Rollover Pool to Shires, which will include
the transfer of Shires' pro rata share of the Rollover Pool
by way of a distribution in specie. This means that Shires will
not receive any New SHRS Shares pursuant to the Scheme and will
be deemed under the terms of the Scheme to receive only Reclassified
Shares with "C" rights (as set out in detail in Part 4 of the
Circular).
Shires' participation in the Scheme will, in the context of
the proposals, constitute a related party transaction under
the Listing Rules and, as a result, will require the approval
of Independent Shareholders. If Independent Shareholders do
not approve the Company's entry into the Related Party Transaction,
the Scheme will not proceed.
In order to effect the Scheme, and the proposed amendments to
the Articles of Association that will need to be made in connection
with the Scheme, Shareholder approval is required at the First
General Meeting. If the Scheme and the Related Party Transaction
are approved at the First General Meeting, Shareholder approval
is required at the Second General Meeting to wind up the Company
voluntarily, and to appoint and grant authority to the Liquidators
to implement the Scheme. In addition, the issue of New SHRS
Shares pursuant to the Scheme is subject to the approval of
the SHRS Shareholders.
The Board considers the Proposals to be in the best interests
of Shareholders as a whole and recommends that Shareholders
vote in favour of the Resolutions required to implement the
Proposals at the General Meetings.
Background to, and rationale for, the Proposals
Despite the Company continuing to provide a high and growing
dividend from a portfolio invested principally in UK smaller
companies and UK fixed income securities, the Company's Ordinary
Shares have continued to trade at a material discount to their
net asset value for a prolonged period of time. This, coupled
with the Company being of a relatively small scale, has created
challenges in generating improved liquidity in the Ordinary
Shares and has restricted the Company's ability to grow. As
a result, o n 13 February 2023, the Board announced that it
was undertaking a strategic review to consider the future of
the Company (the "Strategic Review Announcement").
Following the Strategic Review Announcement, the Board conducted
a thorough and extensive review of options for the future of
the Company with a view to maximising value for Shareholders.
The Board was very pleased with the interest shown, with proposals
being received from more than a dozen candidates. Most of the
proposals received envisaged a combination of the Company's
assets with another investment trust, an outcome the Board expected
to consider as part of the Strategic Review.
Consequently, and as announced by the Company on 26 July 2023,
after detailed negotiations the Board agreed, in principle,
the terms for a combination of the assets of the Company with
Shires by means of the Scheme, which will also provide Shareholders
with the option of a full cash exit (subject to the application
of the Cash Option Discount). As noted in the announcement on
26 July, during these negotiations the terms of the proposals
were improved, substantially so in relation to the Cash Option,
from a proposal that Shires presented to the Company in February
prior to the commencement of the Strategic Review.
If the Scheme becomes effective, Shires will continue to be
managed by abrdn Fund Managers Limited ("AFML"), in accordance
with its existing investment objective: namely to provide a
high level of income together with the potential for growth
of both income and capital from a diversified portfolio, substantially
invested in UK equities but also in preference shares, convertibles
and other fixed income securities. Management of Shires' portfolio
will continue to be led by Iain Pyle and Charles Luke. Shires
will also have access to abrdn's Smaller Companies team, including
drawing on the expertise of the Company's current portfolio
managers Abby Glennie and Amanda Yeaman. Shires will continue
to have exposure to UK smaller companies (the expectation is
that UK small cap exposure will represent up to 20 per cent.
of Shires' portfolio on an ongoing basis); although, following
the implementation of the Scheme it will hold such assets directly
rather than indirectly via its shareholding in the Company.
Further information on Shires is provided in the SHRS Prospectus
which is available on the Shires website at www.shiresincome.co.uk
.
Dividends
Pre-liquidation dividend
In connection with the Proposals, the Board intends, subject
to the passing of all Resolutions to be proposed at the First
General Meeting, to pay a pre-liquidation interim dividend of
not less than 14.0 pence per Ordinary Share to reflect a distribution
of substantially all of the Company's accumulated revenue reserves.
This interim dividend will be paid to Shareholders prior to
the Effective Date.
All Shareholders will be entitled to receive the pre-liquidation
dividend, regardless of whether they elect (or are deemed to
elect) for the Rollover Option or the Cash Option under the
Scheme.
Future Shires' dividends
New SHRS Shares issued in connection with the Scheme will rank
fully pari passu with existing SHRS Shares for all dividends
declared by Shires with a record date falling after the date
of the issue of those New SHRS Shares.
For the avoidance of doubt, Shareholders receiving New SHRS
Shares in connection with the Scheme will not be entitled to
receive Shires' first interim dividend in relation to the financial
year ending 31 March 2024, which was announced by the Shires
Board on 13 September 2023 and is due to be paid on 27 October
2023 to SHRS Shareholders whose names appear on Shires' register
of members on 6 October 2023 (the "SHRS First Interim Dividend").
On the basis of the expected timetable, only existing SHRS Shareholders
will be entitled to receive the SHRS First Interim Dividend.
Benefits of the Proposals
Under the Scheme all Shareholders can elect to receive cash,
subject to the application of the Cash Option Discount of 1.5
per cent. of the Residual Net Asset Value attributable to Ordinary
Shares which are elected (or deemed to be elected) to receive
cash under the Cash Option, in respect of their entire holding
of Ordinary Shares.
Those Shareholders who elect, or are deemed to elect, for the
Rollover Option are expected to benefit [1] from, amongst other
things:
* Increased dividend : An expected increase of 31.7 per
cent. per annum in dividend income based on the last
four quarterly dividends for each company (i.e. a
full year's dividend).
* Reduced costs [2] : An expected decrease of 31.4 per
cent. in the ongoing charges ratio ("OCR") based on
the pro forma OCR of Shires, as enlarged, as compared
with the most recent OCR of the Company as at 30 June
2023.
* Improved average rating : Over the twelve months to
24 July 2023 (being the latest practicable date prior
to the release of the Strategic Review results
announcement) SHRS Shares traded at an average 1.5
per cent. discount to the NAV per SHRS Share,
compared to the Ordinary Shares which traded at an
average 13.2 per cent. discount to the NAV per
Ordinary Share. As at 13 October 2023, the discounts
to NAV per share at which the Company's Ordinary
Shares and the SHRS Shares traded were, respectively,
2. 7 per cent. and 7. 8 per cent.
* Shires' historic investment performance : Shires' NAV
total return over 1, 3 and 5 years to 13 October 2023
was 9.2 per cent., 22.8 per cent. and 25.3 per cent.
respectively, and its share price total return over
the same periods was 2.8 per cent., 25.8 per cent.
and 2 2.9 per cent., respectively. Further details in
relation to Shires' relative returns are set out in
Part 2 of the Circular .
* Continued UK smaller companies exposure : A material
proportion of the Rollover Pool transferred to Shires
will comprise existing investments of the Company ,
ensuring continued UK small cap exposure for all S
HRS Shareholders, with the expectation being that UK
small cap exposure will represent up to 20 per cent.
of Shires' portfolio on an ongoing basis. By way of
illustration, had 25 per cent. of Shareholders
elected, or been deemed to have elected, for the Cash
Option as at 13 October 2023 (being the latest
practicable date prior to the publication of the
Circular) approximately 54 per cent. of the Rollover
Pool FAV would have comprised existing UK small cap
assets.
Management of the Company's portfolio prior to implementation
of the Scheme
Following the Strategic Review results announcement, the Board
instructed the Company's AIFM and investment manager to consider
the potential realignment of the Company's investment portfolio
so that by the Calculation Date it contains assets that are
suitable for transfer to Shires and also to ensure that the
Company has sufficient cash to meet the amounts expected to
be due in respect of Elections for the Cash Option, as well
as meeting any remaining indebtedness and/or liabilities. This
process is underway and since the Strategic Review results announcement
the Company has repaid and closed its revolving credit facility
and sold a number of the more illiquid holdings in the Company's
portfolio.
Costs of implementing the Proposals
The Company and Shires have each agreed to bear their own costs
in relation to the Proposals.
The fixed costs of the Proposals payable by the Company are
expected to be approximately GBP7 24,000 inclusive of VAT (which
is assumed to be irrecoverable where applicable). This estimate
of costs excludes the Liquidators' retention (estimated at GBP100,000)
to cover unknown or unascertained liabilities of the Company
(the "Liquidators' Retention"), and does not take account of
any dealing costs (including UK SDRT) which will be incurred
by the Company in disposing of assets in order to meet Elections
made or deemed to have been made and in realigning the Company's
portfolio after the approval of the Scheme and prior to the
Effective Date so as to result in the Rollover Pool containing
assets that are suitable for transfer to Shires.
The fixed direct costs of the Proposals payable by Shires are
expected to be approximately GBP8 08,000 inclusive of VAT (which
is assumed to be irrecoverable where applicable). As part of
Shires' fee arrangements, there is scope for an additional discretionary
payment to be made to Shires' sponsor, which will be subject
to the outcome of, and the extent of work required in order
to implement, the Proposals. In any event, this will not exceed
in aggregate GBP3 50,000 . In addition, Shires, as enlarged,
will also incur listing fees in respect of the listing of the
New SHRS Shares and UK SDRT based on the value and constitution
of the Rollover Pool.
In the event that either Shareholders or SHRS Shareholders resolve
not to proceed to implement the Scheme (including if the Company's
Independent Shareholders do not approve the Related Party Transaction)
or the SHRS Directors or the Company's Directors decide not
to implement the Scheme on the terms described in the Circular
, then each party will bear its own abort costs.
For the avoidance of doubt, in any event where the Scheme is
not implemented, the listing fees and UK SDRT that would have
been payable by Shires, as enlarged, will not be payable, but
dealing costs (including UK SDRT) may still have been incurred
by the Company in disposing of assets in order to meet Elections
made or deemed to have been made and in realigning the Company's
portfolio in respect of the Rollover Pool to be established
pursuant to the Scheme.
The Liquidators' Retention is estimated at GBP100,000 and will
be retained by the Liquidators to meet any unknown or unascertained
liabilities of the Company. This retention is in addition to
any provisions made in the calculation of the ASCI FAV per Share
in respect of known and ascertained liabilities of the Company.
To the extent that some or all of the Liquidators' Retention
remains at the conclusion of the liquidation, this will be returned
to Shareholders on the Register as at the Record Date (excluding
Dissenting Shareholders). If, however, any such amount payable
to any Shareholder is less than GBP5.00, it shall not be paid
to the Shareholders but instead shall be paid by the Liquidators
to the Nominated Charity.
AFML, in its capacity as the AIFM of Shires, has agreed to make
a contribution to the costs of the Scheme by means of a reduction
in the management fee payable by Shires to AFML. The fee reduction
will constitute a waiver of the management fee that would otherwise
be payable by Shires to AFML in respect of the assets transferred
by the Company to Shires pursuant to the Scheme for the first
six months following the completion of the Scheme (the "AFML
Contribution"). The financial value of this amount (which is
estimated at GBP8 7,051 based on Shires' NAV as at 13 October
2023, assuming there are no Dissenting Shareholders and that
25 per cent. of Shareholders elect for the Cash Option) will
be satisfied by AFML by means of a waiver of its fees for the
benefit of the shareholders of the enlarged Shires. For the
avoidance of doubt, this amount will not be taken into account
in the calculation of either the ASCI FAV per Share or the SHRS
FAV per Share. The AFML Contribution is subject to Shires not
terminating its management agreement (other than for cause as
provided for under such agreement) for three years from the
Effective Date of the Scheme, failing which the enlarged Shires
will be obliged to repay all or part (depending on the point
of termination) of the AFML Contribution. In addition, a new
administration fee of GBP120,000 plus VAT per annum, effective
from the completion of the Scheme, will be payable by Shires
to abrdn.
In addition, in anticipation of the Scheme becoming effective,
AFML, in its capacity as the AIFM of the Company, has undertaken
to waive, in full, the period of notice to which it is contractually
entitled under the ASCI AIFM Agreement and has agreed that no
compensation will be payable by the Company to AFML in respect
of such waiver, provided that the Scheme is implemented.
Further details of the Scheme
Entitlements under the Scheme
Under the Scheme, each Shareholder on the Register on the Record
Date may elect or may be deemed to have elected to receive:
* such number of New SHRS Shares as have a value (at
the SHRS FAV per Share) equal to the proportion of
the Rollover Pool attributable to the number of
Ordinary Shares so elected, being the Rollover
Option; and/or
* an amount of cash equal to the Cash NAV per Share
attributable to the number of Ordinary Shares so
elected, being the Cash Option.
Shareholders can make different Elections in respect of different
parts of their holdings of Ordinary Shares. There is no limit
on the amount of Ordinary Shares which may be elected for the
Cash Option.
The default option under the Scheme is for Shareholders to receive
New SHRS Shares. As a result, Shareholders who, in respect of
all or part of their holding of Ordinary Shares, do not make
a valid election, or who do not make an election at all, under
the Scheme will be deemed to have elected for New SHRS Shares
in respect of such holding. However, Overseas Shareholders should
ensure they have read the s ection titled "Overseas Shareholders"
in Part 3 and paragraph 16 of Part 4 of the Circular .
Shires' entitlements as a Shareholder under the Scheme will
be satisfied on the Company's entering winding up by the transfer
of the Rollover Pool to Shires, which will include the transfer
of Shires' pro rata share of the Rollover Pool by way of a distribution
in specie. This means that Shires will receive no New SHRS Shares
pursuant to the Scheme and will be deemed under the terms of
the Scheme to receive only Reclassified Shares with "C" rights
(as set out in detail in Part 4 of the Circular).
Cash Entitlements payable to Shareholders who elect (or are
deemed to elect) for the Cash Option (being the holders of Reclassified
Shares with "B" rights under the Scheme) shall be distributed
by the Liquidators, through the Receiving Agent and pursuant
to the Scheme, in cash to each such Shareholder in proportion
to their respective holdings of Reclassified Shares with "B"
rights which shall be equal to such Shareholder's entitlement
to the net realisation proceeds of the Cash Pool pursuant to
the Scheme (the "Cash Entitlement") and rounded down to the
nearest penny.
If a Shareholder wishes to receive cash in respect of all or
part of their holding of Ordinary Shares they must complete
and return a Form of Election, Form of Instruction or submit
a TTE Instruction (depending on how their Ordinary Shares are
held) in respect of the number of Ordinary Shares for which
they wish to make an Election for the Cash Option. They will
be deemed to have elected to receive New SHRS Shares in respect
of the remainder of their holding.
Overseas Shareholders are entitled to participate in the Scheme.
However, to the extent that Shires, and/or the Liquidators,
acting reasonably, consider that any issue of New SHRS Shares
to an Overseas Shareholder would or may involve a breach of
the securities laws or regulations of any jurisdiction, or may
violate any applicable legal or regulatory requirements or may
require Shires to become subject to additional regulatory requirements
(to which it would not be subject but for such issue) and Shires
and/or the Liquidators, as the case may be, have not been provided
with evidence reasonably satisfactory to them that the relevant
Overseas Shareholder is permitted to hold New SHRS Shares under
any relevant securities laws or regulations of such overseas
jurisdictions (or that Shires will not be subject to any additional
regulatory requirements to which it would not be subject but
for such issue), such Overseas Shareholder will be deemed to
have elected for the Cash Option in respect of their entire
holding of Ordinary Shares. Overseas Shareholders who wish to
receive New SHRS Shares under the Scheme should contact the
Company directly as soon as possible and, in any event, by no
later than 5.00 p.m. on 17 November 2023 if they are able to
demonstrate, to the satisfaction of the Directors, the SHRS
Directors and the Liquidators, that they can be issued New SHRS
Shares without breaching any relevant securities laws.
If an Overseas Shareholder does not contact the Company and
provide the required evidence as noted above, such Overseas
Shareholder will be deemed to have elected for the Cash Option
in respect of their entire holding of Ordinary Shares in accordance
with paragraph 16 of Part 4 of the Circular.
After allocating cash and other assets to the Liquidation Pool
to meet all known and unknown liabilities of the Company and
other contingencies, including the Liquidators' Retention and
the entitlements of any Dissenting Shareholders, there shall
be appropriated to the Cash Pool and the Rollover Pool the remaining
assets of the Company in the manner described in paragraph 3.2
of Part 4 of the Circular. Such appropriation includes the application
of the Cash Option Discount. The value arising from the application
of the Cash Option Discount will be allocated to the Rollover
Pool for the benefit of the enlarged Shires and Shareholders
electing, or who are deemed to have elected, for the Rollover
Option.
The issue of New SHRS Shares under the Scheme will be effected
on a FAV for FAV basis as at the Calculation Date as described
in detail in Part 4 of the Circular. In determining the SHRS
FAV, the SHRS NAV will (i) have applied to it a 0.80 per cent.
premium and (ii) not be adjusted for the costs of the proposals
incurred by Shires, so as to reduce the asset and income dilutive
effect of the costs of the proposals on Shires.
The Calculation Date for determining the value of the Rollover
Pool and Cash Entitlements under the Scheme is expected to be
5.00 p.m. on 27 November 2023. The Record Date for the basis
of determining Shareholders' entitlements under the Scheme is
6.00 p.m. on 24 November 2023. It is expected that the Liquidators
will distribute Cash Entitlements (rounded down to the nearest
penny) not later than 10 Business Days following the Effective
Date.
Illustrative entitlements
For illustrative purposes only , had the Calculation Date been
5.00 p.m. on 13 October 2023 and assuming that there are no
Dissenting Shareholders, after deduction of the pre-liquidation
interim dividend of 1 4.0 pence per Ordinary Share and assuming
2 5 per cent. of the Company's current issued Ordinary Share
capital is elected or deemed to be elected for the Cash Option,
the Cash NAV per Share would have been 2 30.514533 pence and
the ASCI FAV per Share would have been 235.195032 pence. The
Cash NAV per Share and the ASCI FAV per Share may be compared
with the Company's share price and cum-income NAV per Share
as at 13 October 2023 which, when adjusted on a pro forma basis
for the deduction of the pre-liquidation interim dividend of
14.0 pence per Share, were 231.00 pence and 237.75 pence, respectively.
For illustrative purposes only , on the basis of the assumptions
above, the SHRS FAV per Share would have been 243.865440 pence
which, for the Rollover Option, would have produced a conversion
ratio of 0.964446 and, in aggregate, 13,086,179 New SHRS Shares
would have been issued to Shareholders under the Scheme, representing
approximately 30.0 per cent. of the issued ordinary share capital
of Shires, as enlarged, immediately following completion of
the Scheme. Had the Calculation Date been 5.00 p.m. on 13 October
2023, and after taking account of Shires' costs in connection
with the Scheme, the effect of Shires receiving its pro rata
share of the Rollover Pool by way of a distribution in specie,
the application of the AFML Contribution and the listing fees
in respect of the listing of the New SHRS Shares and UK SDRT
to be paid by Shires, as enlarged, Shires' pro forma cum-income
NAV per SHRS Share would have been 240.74 pence. This may be
compared with Shires' share price and cum-income NAV per SHRS
Share as at 13 October 2023 which were 223.00 pence and 241.93
pence, respectively.
Related Party Transaction
Having sought guidance from the FCA, Shires is deemed to be
a related party of the Company under the Listing Rules in the
context of the proposals. Therefore, under the Listing Rules,
Shires' participation in the Scheme will constitute a related
party transaction for the purposes of LR11.1.5(1) and, as a
result, must be approved by the Company's Independent Shareholders
by way of an ordinary resolution of such Shareholders. The Company
is proposing to obtain such approval of Independent Shareholders
by proposing Resolution 1 at the First General Meeting.
In accordance with the Listing Rules, Shires will not vote on
Resolution 1 to be proposed at the First General Meeting and
has undertaken to take all reasonable steps to ensure that its
associates will not vote on Resolution 1. If Independent Shareholders
do not approve the entry into of the Related Party Transaction
by passing Resolution 1 at the First General Meeting, the Scheme
will not proceed.
The maximum potential value of the Related Party Transaction
to Shires would arise in the event that all Shareholders elect,
or are deemed to elect, for the Rollover Option and there are
no Dissenting Shareholders. In this scenario, all of the Company's
assets other than those appropriated to the Liquidation Pool,
having a value equal to the Residual Net Asset Value as at the
Calculation Date, would transfer to Shires. For illustrative
purposes only, had the Calculation Date been 5.00 p.m. on 13
October 2023, the Residual Net Asset Value would have been GBP51.7
million and therefore GBP51.7 million of the Company's assets
would have transferred to Shires pursuant to the Scheme.
Conditions of the Proposals
Implementation of the Proposals is subject to a number of conditions,
including:
* the passing of the Resolutions to be proposed at the
First General Meeting and the Resolution to be
proposed at the Second General Meeting (or any
adjournment of those General Meetings), and any
conditions of such Resolutions being fulfilled;
* the SHRS Resolution being passed and becoming
unconditional in all respects;
* the FCA agreeing to admit the New SHRS Shares to the
Official List and the London Stock Exchange agreeing
to admit the New SHRS Shares to trading on the Main
Market, subject only to allotment; and
* the Directors and SHRS Directors resolving to proceed
with the Scheme.
If any condition is not satisfied, the Proposals will not become
effective, the Company will not proceed with the members' voluntary
winding up and instead will continue in existence and will continue
to be managed under its current investment policy. In such circumstances
the Board will reassess the options available to the Company
at that time.
General Meetings
As noted above, the Proposals are conditional, amongst other
things, upon Shareholders' approval of the Resolutions to be
proposed at the First General Meeting and the Second General
Meeting.
Expected Timetable
2023
Latest time and date for receipt of PINK 2.00 p.m. on 13 November
Letters of Direction in respect of the
First General Meeting
Latest time and date for receipt of PINK 2.00 p.m. on 16 November
Forms of Proxy and CREST voting instructions
in respect of the First General Meeting
Latest time and date for receipt of Forms 1.00 p.m. on 17 November
of Instruction for Shareholders who hold
Ordinary Shares in a Share Plan
First General Meeting 2.00 p.m. on 20 November
Latest time and date for receipt of GREEN 9.30 a.m. on 24 November
Letters of Direction in respect of the
Second General Meeting
Latest time and date for receipt of Forms 1.00 p.m. on 24 November
of Election and TTE Instructions
Record Date for entitlements under the 6.00 p.m. on 24 November
Scheme
Settlement of Ordinary Shares disabled 6.00 p.m. on 24 November
in CREST
Trading in the Ordinary Shares on the 7.30 a.m. on 27 November
London Stock Exchange is suspended
Calculation Date 5.00 p.m. on 27 November
Latest time and date for receipt of GREEN 9.30 a.m. on 29 November
Forms of Proxy in respect of the Second
General Meeting
Reclassification of the Ordinary Shares 8.00 a.m. on 30 November
(and commencement of dealings in Reclassified
Shares)
Suspension of listing of Reclassified 7.30 a.m. on 1 December
Shares and Company's Register closes
Second General Meeting 9.30 a.m. on 1 December
Appointment of Liquidators 1 December
Effective Date for implementation of the 1 December
Scheme
Announcement of the results of Elections, 1 December
the ASCI FAV per Share, the Cash NAV per
Share and the SHRS FAV per Share
CREST accounts credited with, and dealings at, or soon after,
commence in, New SHRS Shares 8.00 a.m. on 4 December
Cheques despatched to Shareholders who not later than 10
elect or are deemed to elect for the Cash Business Days from
Option in accordance with their Cash Entitlements the Effective Date
and CREST accounts credited with cash
Share certificates in respect of New SHRS not later than 10
Shares despatched Business Days from
the Effective Date
Cancellation of listing of Reclassified as soon as practicable
Shares after the Effective
Date
Notes :
1) All references to time in this announcement and the Circular
are to London (UK) time, unless otherwise stated.
2) The timetable set out above and referred to throughout
the Circular and any accompanying documents may be subject
to change. If any of the above times and/or dates should change,
the revised times and/or dates will be notified to Shareholders
by an announcement through a Regulatory Information Service.
This announcement does not contain all the information which is
contained in the Circular and Shareholders should read the Circular
in conjunction with the SHRS Prospectus and the SHRS KID before
deciding what action to take in respect of the Proposals.
Unless otherwise defined, all capitalised terms used but not
defined in this announcement shall have the meaning as given to
them in the Circular.
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website at www.abrdnsmallercompaniesincome.co.uk .
Further information on Shires is provided in the SHRS Prospectus
which is available on the Shires website at www.shiresincome.co.uk
.
Enquiries:
abrdn Smaller Companies Income
Trust plc
Dagmar Kent Kershaw, Chair 0131 372 2200
Winterflood Securities
Neil Morgan 0203 100 0000
Legal Entity Identifier: 213800J6D2TVHRGKBG24
[1] All figures are illustrative only, using currently available
information and estimates. All figures are subject to change. Past
performance is not a guide to future performance. The value of
investments, and the income or capital entitlement which may derive
from them, if any, may go down as well as up and is not
guaranteed.
[2] Figures exclude any impact from the Company's portfolio
realisation costs in connection with the Scheme .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
CIRBXBDGSBBDGXR
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