TIDMSCIN
RNS Number : 8761Q
Scottish Investment Trust PLC
30 June 2022
To: RNS
From: The Scottish Investment Trust PLC
LEI: 549300ZL6XSHQ48U8H53
Date: 30 June 2022
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED). NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA.
The Scottish Investment Trust PLC
Announcement of Consent Solicitation and Notice of Bondholder
Meeting
in respect of its outstanding 5 3/4 per cent. secured bonds due
2030 (of which GBP82,827,000 remains outstanding) (ISIN:
GB0002616471 / XS0109354075)
Further to the announcement of 29 March 2022 by the Board of The
Scottish Investment Trust PLC ("SIT" or the "Company") with regard
to the proposed combination of the assets of the Company with
JPMorgan Global Growth & Income plc ("JGGI") by means of a
scheme of reconstruction and voluntary winding up of the Company
pursuant to section 110 of the Insolvency Act 1986, as amended (the
"Transaction"), the Board today announces a consent solicitation
(the "Consent Solicitation") inviting holders (the "Bondholders")
of the Company's outstanding 5 3/4 per cent. secured bonds due 2030
(the "Bonds") to consent to the substitution of JGGI in place of
the Company as the issuer and sole debtor of the Bonds (the
"Substitution").
A meeting of the Bondholders will be held by videoconference at
10.00 a.m. on 29 July 2022 (the "Meeting") to consider and, if
thought fit, approve the Substitution and related amendments to the
terms of the Bonds and the trust deed constituting the Bonds (the
"Trust Deed" and together the "Proposals") by way of an
extraordinary resolution (the "Extraordinary Resolution"). The
Consent Solicitation is being made on the terms, and subject to the
conditions, set out in the consent solicitation memorandum (the
"Consent Solicitation Memorandum") and the notice of the Meeting
(the "Notice of Meeting") both dated 30 June 2022 and, in
particular, the terms of the Substitution Documents (as defined in
the Consent Solicitation Memorandum). Further details of the
Consent Solicitation, including an expected timetable, are set out
in the Appendix to this announcement.
The Proposals, as set out in the Consent Solicitation
Memorandum, have already been considered by a special committee
(the "Special Committee") consisting of certain Bondholders and
convened by The Investment Association at the request of the
Company. Members of the Special Committee, who hold in aggregate
approximately 38.8 per cent. of the principal amount of the Bonds
currently outstanding, have examined the Proposals and have
informed the Company that they find the Proposals acceptable.
Subject to internal and other approvals (including those of the
relevant Bondholder's underlying investors) and the relevant
Bondholder exercising their voting rights in the best interests of
their underlying investors at the point of voting, they intend to
vote in favour of the Proposals in respect of their holdings of the
Bonds.
It should be noted that, whilst Bondholders are asked by The
Investment Association to confirm, after due enquiry, the amount of
their holdings they will be able to commit to vote in favour of the
Proposals, any indication given by a Bondholder of its intention to
vote is not binding on the Bondholder. The Special Committee has
advised SIT that this recommendation relates only to the Proposals
set out in the Consent Solicitation Memorandum with respect to the
Bonds and not to any future offers or proposals which SIT may
make.
Provided that the requisite majority of Bondholders pass the
Extraordinary Resolution, it is anticipated that documentation
convening general meetings of each of SIT and JGGI to seek
shareholder approval for the Transaction and to implement the
winding-up of the Company will be sent out shortly after the
Meeting.
Further Information
Any questions from any person regarding the terms of the
Proposals or the Consent Solicitation should contact Centrus
Financial Advisors Limited ("Centrus") at the addresses or
telephone number specified below:
Centrus Financial Advisors Limited
85 Queen Victoria Street
London EC4V 4AB
Telephone: +44 (0)20 3846 5676
Attention: Robert St John
Email: robert.stjohn@centrusadvisors.com
Centrus is not acting through a U.S. broker-dealer affiliate
and, accordingly, will not discuss the Consent Solicitation or the
contents of the Consent Solicitation Memorandum or the Notice of
Meeting with any Bondholder who is unable to confirm that it is not
located or resident in the United States.
Bondholders may obtain copies of the Consent Solicitation
Memorandum, the Notice of Meeting, the Substitution Documents and
any announcements in connection with the Consent Solicitation from
the Tabulation Agent:
Tabulation Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Telephone: +44 (0) 20 7704 0880
Attention: Owen Morris
Email: sitplc@kroll.com
Website: https://deals.is.kroll.com/sitplc
Appendix - Details of the Consent Solicitation
The Consent Solicitation Memorandum, the Notice of Meeting and
the Substitution Documents contain important information which
Bondholders should read carefully before any decision is made with
respect to the Consent Solicitation.
Capitalised terms used but not defined in this announcement have
the same meaning ascribed to them in the Consent Solicitation
Memorandum.
The Consent Solicitation Memorandum sets out the impact that the
Substitution and the Transaction, if implemented, will have on
Bondholders, the Proposals to be considered by the Bondholders and
the actions required to be taken in order to implement such
Proposals. In particular, if approved, the Substitution will
involve certain consequential or related amendments to the Trust
Deed, the amendment of the agency agreement in relation to the
Bonds and the release of the existing Scots law floating charge
granted by the Company in favour of The Law Debenture Trust
Corporation p.l.c. and its replacement with an English law floating
charge. These changes, as set out in the Substitution Documents,
take account of the change of issuer and address, principally, the
interaction of the Bonds with (i) the existing financing
arrangements of JGGI and the holders of such debt instruments; (ii)
the revised security to be granted by JGGI in support of the Bonds
and its other debt instruments; and (iii) the related security
trust and intercreditor agreement.
All of the statements and information contained in this
announcement and the Consent Solicitation Memorandum are subject to
and are qualified in their entirety by reference to the
Substitution Documents and any other documents referred to in the
Consent Solicitation Memorandum (including, without limitation, any
amendments, restatements, supplements or variations thereto). For a
complete description of the rights and obligations of the parties
and the amendments and supplements proposed in connection with the
Proposals and the Consent Solicitation Memorandum, Bondholders
should refer to the Substitution Documents.
For the avoidance of doubt, the implementation of the
Transaction (and, therefore, the Proposals) remains conditional,
amongst other things, upon the approval of both SIT and JGGI
shareholders and regulatory and tax approvals.
Copies of the Consent Solicitation Memorandum, the Notice of
Meeting and the Substitution Documents are available to eligible
persons in full on the website of the Tabulation Agent at
https://deals.is.kroll.com/sitplc and at any time during normal
business hours on any weekday (Saturdays, Sundays and bank and
other public holidays excepted) prior to and during the Meeting, at
the registered office of the Company at 16 Charlotte Square,
Edinburgh EH2 4DF.
Instruction Fee
Subject to the terms and conditions set out in the Consent
Solicitation Memorandum, SIT will pay to each Bondholder who has
delivered a valid Electronic Voting Instruction or Ineligible
Bondholder Instruction in respect of the Extraordinary Resolution
which has been received by the Tabulation Agent at or prior to the
Instruction Fee Deadline, which has not been validly withdrawn
following the Instruction Fee Deadline and/or at or prior to the
Expiration Deadline and which remains in full force and effect
until the conclusion of the Meeting, an Instruction Fee equal to
0.10 per cent. of the outstanding principal amount of such Bonds
held by the relevant Bondholder and which are the subject of the
relevant Electronic Voting Instruction or Ineligible Bondholder
Instruction.
The Company's obligation to pay the Instruction Fee is
conditional on, amongst other things, the Extraordinary Resolution
being passed by Eligible Bondholders.
Expected Timetable
Bondholders should take note of the times and dates set out
below in connection with the Consent Solicitation. Each of the
times and dates in the expected timetable (other than in relation
to the Meeting) may be extended or brought forward. If any of the
above times and/or dates change, the revised time(s) and/or date(s)
will be noti ed to Bondholders by an announcement through a
Regulatory Information Service. All references to times in this
announcement are to UK time.
All notices to Bondholders will be given by delivery through the
Clearing Systems. Bondholders are advised to check with any
Intermediary through which they hold their Bonds when such
Intermediary would need to receive instructions from a Bondholder
in order for such Bondholder to participate in the Consent
Solicitation and/or vote in respect of the Proposals prior to the
deadline specified above.
Announcement of Consent Solicitation 2022
Notice of Meeting delivered to the 30 June
Clearing Systems for communication
to Direct Participants and an announcement
released on the regulatory news service
of the London Stock Exchange
Electronic copies of the Consent Solicitation
Memorandum and the Substitution Documents
to be made available from the Tabulation
Agent
Instruction Fee Deadline
Latest time and date for receipt of 4.00 p.m. on 19 July
valid Electronic Voting Instructions
or Ineligible Bondholder Instructions
by the Tabulation Agent through the
Clearing Systems for Bondholders to
be eligible for payment of the Instruction
Fee
Expiration Deadline
Final deadline for receipt by the Tabulation 4.00 p.m. on 26 July
Agent of valid Electronic Voting Instructions
or Ineligible Bondholder Instructions,
in accordance with the procedures of
Clearstream, Luxembourg and/or Euroclear,
to be represented at the Meeting
This will also be the deadline for
making any other arrangements to attend
(via videoconference) or be represented
at the Meeting
Final time by which Bondholders must
have given notice to the Tabulation
Agent (via the Clearing Systems) of
any intended revocation of, or amendment
to, Electronic Voting Instructions
or Ineligible Bondholder Instructions
previously given by them
Meeting
Meeting held by videoconference 10.00 a.m. on 29 July
Announcement of the results of the
Meeting
Delivery of notice of such results As soon as reasonably
to the Clearing Systems for communication practicable after the
to their account holders and an announcement Meeting
released on the regulatory news service
of the London Stock Exchange
If the Extraordinary Resolution is
passed
First general meeting of SIT shareholders 22 August
to approve the Transaction
Second general meeting of SIT shareholders 31 August
to approve the voluntary winding up
of SIT, the appointment of the liquidators
and implementation of the Transaction
Execution and delivery of the Substitution 31 August
Documents
Effective Date for implementation of 31 August
the Substitution and the Transaction
Payment of the Instruction Fee to those On the Payment Date,
Bondholders who are eligible for payment which is expected to
in accordance with the conditions set be on or about the fifth
out in the Consent Solicitation Memorandum Business Day following
the passing of the Extraordinary
Resolution
If a quorum is not achieved at the initial Meeting, the Meeting
will be adjourned and the adjourned Meeting will be held at such
time as will be notified to the Bondholders in the notice of
adjourned Meeting. The adjourned Meeting will be held in accordance
with the terms of the Trust Deed and any votes cast in respect of
the initial Meeting shall remain valid for the adjourned Meeting
unless validly revoked. The Effective Date and the Payment Date are
subject to change in the case of an adjourned Meeting.
Important Information
Within the United Kingdom, this announcement is directed only at
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 ("relevant
persons"). The investment or investment activity to which this
announcement relates is only available to and will only be engaged
in with relevant persons and persons who receive this announcement
who are not relevant persons should not rely or act upon it.
None of the Company, JGGI, Centrus, the Tabulation Agent, the
Trustee or any of their respective directors, employees or
affiliates makes any representation or recommendation whatsoever
regarding the Consent Solicitation, or any recommendation as to
whether Bondholders should provide their consent in the Consent
Solicitation. This announcement must be read in conjunction with
the Consent Solicitation Memorandum. This announcement and the
Consent Solicitation Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Consent Solicitation.
If Bondholders are in any doubt about the action they should
take or the contents of this announcement, the Consent Solicitation
Memorandum or the Substitution Documents they are recommended to
seek their own independent financial advice immediately from their
stockbroker, bank manager, solicitor, accountant or other
appropriate independent financial adviser who is authorised under
the Financial Services and Markets Act 2000 (as amended) if they
are in the United Kingdom, or from another appropriately authorised
independent financial adviser if they are in a territory outside
the United Kingdom. Any person whose Bonds are held on their behalf
by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to participate in the
Consent Solicitation or otherwise participate in the Meeting
(including the adjourned Meeting, if applicable) at which the
Extraordinary Resolution is to be considered.
This announcement is not a solicitation of consent with respect
to any Bonds and does not constitute an invitation to participate
in the Consent Solicitation in or from any jurisdiction in or from
which, or to or from any person to or from whom, it is unlawful to
make such invitation under applicable securities laws. The Consent
Solicitation is being made solely pursuant to the Consent
Solicitation Memorandum, which sets forth a detailed statement of
the terms of the Consent Solicitation.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, any such restrictions.
The Bonds have not been, and will not be, registered under the
U.S. Securities Act of 1933 (the "Securities Act") or the
securities law of any state or jurisdiction of the United States
and may not be reoffered or resold except pursuant to an applicable
exemption from the registration requirements of the Securities Act.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved of any Bonds, or determined if the Consent
Solicitation Memorandum is accurate or complete. Any representation
to the contrary is a criminal offence.
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END
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