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, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION FOR
WHICH THE SAME COULD BE UNLAWFUL.
13 March 2024
ABRDN CHINA INVESTMENT COMPANY LIMITED
LEI: 213800RIA1NX8DP4P938
Result of Second General Meeting and Scheme
Entitlements
At the Extraordinary General Meeting
of abrdn China Investment Company Limited (the "Company") held earlier today in
connection with the proposals for a combination of
the assets of the Company with Fidelity China Special Situations
plc ("FCSS") to be effected
by way of a Guernsey scheme of reconstruction and winding up of the
Company (the "Scheme"), the
Resolution set out in the notice of the Second General Meeting sent
to Shareholders dated 16 February 2024 (the "Notice") was duly
passed.
As a result of the passing of the
Resolution, the Company has been placed into voluntary winding up
pursuant to Section 391(1)(b) of the Companies (Guernsey) Law, 2008
and Gareth Morris and Jonathan Dunn, both of FRP Advisory Trading
Limited, have been appointed as joint liquidators of the
Company.
Details of the proxy voting results
which should be read alongside the Notice are noted below and will
also be published on the Company's website:
www.abrdnchina.co.uk.
|
For (inc
Discretionary)
|
Against
|
Total
|
Special Resolution
|
Votes
|
%
|
Votes
|
%
|
|
THAT, subject to the fulfilment
of the conditions set out in the Circular, the Company is wound up
voluntarily and Gareth Rutt Morris and Jonathan Dunn, each licensed
insolvency practitioners of FRP Advisory Trading Limited, are
appointed joint liquidators of the Company for the purposes of such
winding up and distributing the assets of the Company in accordance
with the Scheme and any power conferred on them by law, the
Articles of Incorporation of the Company or this resolution may be
exercised by them jointly or by each of them alone.
|
27,384,431
|
99.99
|
3,883
|
0.01
|
27,388,314
|
Note - A vote withheld is not a vote
in law and has not been counted in the votes for and against a
resolution.
The full text of the Resolution can
be found in the notice of the Second General Meeting contained in
the circular to Shareholders dated 16 February 2024 (the
"Circular"). The Circular
is available for viewing at the National Storage Mechanism which
can be located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website at https://www. https://www.abrdnchina.co.uk.
Scheme Entitlements
As at the Calculation Date the
scheme entitlements calculated in accordance with the terms of the
Scheme were as follows:
· Rollover FAV per Share: 443.025120 pence
· Cash
Pool FAV per Share: 428.569451 pence
· FCSS
FAV per FCSS Share: 214.559732 pence
Therefore, Shareholders will receive
the cash and/or the number of FCSS Shares stipulated
below.
For Shareholders that elected for
the Cash Option:
· each
Share with "B" rights attached to it will receive 428.569451 pence
in cash.
For Shareholders that are
deemed to have elected to receive New FCSS Shares:
· each
Share with "A" rights attached to it will roll over into 2.064810
FCSS Shares.
Liquidation
As noted in the Circular, the
Directors have set aside sufficient assets in the Liquidation Pool
to meet all estimated liabilities and contingencies, including the
costs of the winding up of the Company and the costs of
implementing the Scheme. The Directors have also provided in the
Liquidation Pool for the cost of the stamp duty due on the transfer
of the Rollover Pool to FCSS, the Illiquid Investment and a
retention of £100,000 which they, together with the Liquidators,
consider sufficient to meet any unknown or unascertained
liabilities of the Company.
The Liquidation Pool will be applied
by the Liquidators in discharging all current and future, actual
and contingent liabilities of the Company and, any balance
remaining after discharging such liabilities from the Liquidation
Pool, including as a result of the realisation of the Illiquid
Investment, will in due course be distributed to Shareholders on
the Register on the Record Date pro rata to their respective
holdings of Shares in accordance with the terms of the
Scheme.
Following the appointment of the
Liquidators, all further enquiries regarding the Company should be
made to the Liquidators, whose contact details are
below.
In accordance with the Circular,
Shareholders who were deemed to have elected for the Rollover
Option will receive their new FCSS Shares via CREST on 14 March
2024 or, in relation to certificated Shareholders, by no later than
27 March 2024. Shareholders who elected, or were deemed to have
elected, for the Cash Option will receive their entitlements by no
later than 27 March 2024 via CREST and/or cheque.
Cancellation
Application has been made to the
Financial Conduct Authority for the cancellation of the listing of
the Company's Shares, such cancellation to take effect from 8.00
a.m. on 14 March 2024. The Company has also notified the London
Stock Exchange of its intention to cancel the Company's admission
to trading of its Shares at 8:00 a.m. on 14 March 2024.
Defined terms used in this
announcement have the meanings given in the Circular unless the
context otherwise requires.
ENQUIRIES
FRP, Liquidators Gareth
Morris, Susan Evans
|
T: 0117 203 3700
Email: bristol@frpadvisory.com
|
Link Registrars, Receiving Agent
|
0371 664
0321
|
Shore Capital, Financial Adviser and
Broker
Rose Ramsden, Angus Murphy (Corporate Advisory)
Henry Willcocks, Fiona Conroy (Corporate Broking)
|
+44 20
7408 4090
|
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 US
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.