TIDMSCIN
RNS Number : 2667U
Scottish Investment Trust PLC
29 July 2022
To: RNS
From: The Scottish Investment Trust PLC
LEI: 549300ZL6XSHQ48U8H53
Date: 29 July 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 AMENDED). 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
("SIT" or the "Company")
Results of Bondholder Meeting
in respect of its outstanding GBP150,000,000 5 3/4 per cent.
secured bonds due 2030 (of which GBP82,827,000 remains outstanding)
(ISIN: GB0002616471 / XS0109354075)
(the "Bonds")
The Company is pleased to announce that its Bondholders have
today given their consent to the substitution of JPMorgan Global
Growth & Income plc ("JGGI") in place of the Company as the
issuer and sole debtor of the Bonds (the "Substitution") in
connection with the proposed combination of the assets of the
Company with 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").
Background
On 30 June 2022 the Company announced a consent solicitation
(the "Consent Solicitation") and convened a meeting of the
Bondholders (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 was made on the terms, and subject to
the conditions, set out in the consent solicitation memorandum (the
"Consent Solicitation Memorandum") and the notice of meeting both
dated 30 June 2022 and, in particular, the terms of the
Substitution Documents. Capitalised terms used but not defined in
this announcement have the same meaning given to them in the
Consent Solicitation Memorandum.
The Meeting was attended by proxies or persons holding voting
certificates representing, in aggregate, approximately 99.76 per
cent. in principal amount of the Bonds presently outstanding and
the Meeting was therefore quorate in accordance with the terms of
the Trust Deed.
Bondholders representing approximately 89.45 per cent. of the
outstanding Bonds voted in favour of the Extraordinary Resolution
at the Meeting and the Company hereby gives notice that the
Extraordinary Resolution was duly passed by the required
majority.
Implementation of the Substitution and the Transaction
As set out in the Consent Solicitation Memorandum, it is
intended that the Substitution (including the Substitution
Documents) will take effect on the same date as the Transaction.
Having received Bondholder consent to the Substitution, the Board
of the Company believes that it is now appropriate to move forward
with the remainder of the Transaction and the Company will
therefore, in conjunction with JGGI, provide further information
and documentation to shareholders shortly.
Subject, inter alia, to the approval of the Transaction by the
shareholders of both SIT and JGGI, it is expected that the
Substitution and the Transaction will take effect on or around 31
August 2022.
Payment of Revised Instruction Fee
As announced on 26 July 2022, the Board (i) extended the
Instruction Fee Deadline under the Consent Solicitation Memorandum
to 4.00 p.m. on 26 July 2022 and (ii) increased the Instruction Fee
under the Consent Solicitation Memorandum to 0.20 per cent. of the
outstanding principal amount of the Bonds held by the relevant
Bondholder and which were the subject of the relevant Electronic
Voting Instruction or Ineligible Bondholder Instruction (the
"Revised Instruction Fee").
It is intended that payment of the Revised Instruction Fee to
those Bondholders who are eligible, in accordance with the
conditions set out in the Consent Solicitation Memorandum, will be
made by SIT on or around 4 August 2022.
Further Information
Any persons with questions 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.
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.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or forms part of, and should not be
construed as, an offer for sale or subscription of, or a
solicitation of any offer to buy or subscribe for, any securities
of the Company or any other entity. None of the Company, the
Trustee, the Tabulation Agent or Centrus Financial Advisers Limited
will incur any liability for the failure of any person or persons
to comply with the provisions of any such restrictions.
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.
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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