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The Board
of Aberforth Split Level Income Trust plc ("ASLIT"
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 Aberforth Geared Value & Income Trust plc
("AGVIT").
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Introduction
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As
announced by the Company on 29 April 2024 and in connection with
the planned end of life of the Company, the Board is proposing a
combination of the assets of the Company with the assets of a newly
formed investment trust, also managed by Aberforth Partners LLP,
being AGVIT. The combination, if approved by the Company’s Ordinary
Shareholders, will be effected 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"),
pursuant to which AGVIT will act as a roll over option for
investors in the Company. The proposed Scheme is in accordance with
the requirements of the Articles.
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The
Circular explains the effects of the Proposals, which are
conditional on, among other matters, the approval by Ordinary
Shareholders at general meetings of the Company to be held on 20
June 2024 and 28 June 2024.
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Under the
terms of the proposed Scheme, Ordinary Shareholders (other than
Overseas Holders) will be able to exchange some or all of their
investment in the Company for AGVIT Ordinary Shares and ZDP
Shareholders (other than Overseas Holders) will be able to exchange
some or all of their investment in the Company for AGVIT Ordinary
Shares and/or AGVIT ZDP Shares. Shareholders will also be able to
realise some or all of their investment in the Company for cash.
Overseas Holders will, if the Proposals become effective, receive
cash in respect of their holdings.
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AGVIT is a
new closed-ended investment trust which will launch on 1 July 2024.
It will have two classes of Shares in issue, ordinary shares and
zero dividend preference shares and the AGVIT Board is comprised of
three of the existing ASLIT Directors and one new director. AGVIT
has a similar investment policy to that of the Company and it will
also be managed by Aberforth Partners. AGVIT's investment objective
is to provide the AGVIT Ordinary Shareholders with high total
returns, incorporating an attractive level of income, and to
provide AGVIT ZDP Shareholders with a pre-determined final capital
entitlement of 160.58 pence on its planned winding up date of 30
June 2031.
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On the
basis of the Assumptions and in the absence of unforeseen
circumstances, the AGVIT Directors anticipate that AGVIT will
target total dividends in the range of 4.0 and 5.0 pence per AGVIT
Ordinary Share, in respect of the period from Admission to 30 June
2025. Please note that this is not a profit forecast and there can
be no guarantee that any dividends or distributions will be paid by
AGVIT. The level of dividend will be based inter
alia on the
dividends paid by the investee companies in AGVIT's underlying
portfolio.
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AGVIT is
proposing to issue AGVIT Ordinary Shares and AGVIT ZDP Shares to
Shareholders who elect (or are deemed to elect) to participate in
the Rollover Options in consideration for the transfer to it of the
Rollover Funds.
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Under the
terms agreed with AGVIT, but subject to the success of a placing
and offer for subscription by AGVIT (the "AGVIT
Placing and Offer"), AGVIT
is also expecting to acquire part or all of the Company's remaining
assets including securities and cash. The consideration for these
assets will be paid by AGVIT in cash. AGVIT is not seeking to raise
new capital under the AGVIT Placing and Offer in excess of the
amount which, when taken with the value transferred under the
Scheme, would result in AGVIT being larger than the Company as at
30 April 2024, when the Company had total assets of approximately
£222 million. In the event that the net proceeds of the AGVIT
Placing and Offer exceed the value of the Remaining ASLIT
Portfolio, applications under the AGVIT Placing and Offer will be
scaled back accordingly. On launch, AGVIT will therefore not be
larger than the Company. Furthermore, the total number of AGVIT
Ordinary Shares and AGVIT ZDP Shares issued pursuant to the
Proposals and the AGVIT Placing and Offer will be in the ratio of
8:3 respectively.
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Under the
Proposals and in accordance with the Articles, ASLIT ZDP
Shareholders will be entitled to receive a cash amount in respect
of their final capital entitlement of 127.25 pence per ZDP Share,
but may instead make an Election for AGVIT Shares in respect of all
or part of their holding of ZDP Shares. ZDP Shareholders who do not
make a valid Election for AGVIT Shares under the Proposals will be
deemed to have elected for the ZDP Cash Option. This being the case
and in accordance with the Articles, ZDP Shareholders are not
entitled to vote on the Proposals, save where the Proposals have
not become unconditional as explained below.
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Shareholders
will have the opportunity to acquire additional AGVIT Shares
through the AGVIT Placing and Offer. Shareholders (other than
Overseas Holders) who wish to participate in the AGVIT Placing and
Offer should refer to the AGVIT Prospectus.
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The Board
considers the Proposals to be in the best interests of Shareholders
as a whole and recommends Shareholders, who are eligible to do so,
to vote in favour of the Scheme Resolutions required to implement
the Proposals at the General Meetings.
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If the
Proposals have not become unconditional, the Second Resolution will
be proposed at the Second General Meeting and, in accordance with
the weighted voting rights under the Articles, is expected to be
passed. The Company would then enter into liquidation without the
benefit of the Proposals, its entire portfolio would be realised
and the cash proceeds distributed to all Shareholders in accordance
with the provisions of the Articles. In such event, Shareholders
should note that there may not be a liquid market in some or all of
the securities held by the Company and the Company could incur
material realisation costs, both of which could have a material
adverse effect on the returns available to the Ordinary
Shareholders.
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Background
to the Proposals
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The
Articles require the Directors to convene a general meeting of the
Company, for no later than 1 July 2024, at which a special
resolution is proposed to wind up the Company voluntarily by not
later than 1 July 2024, unless a reconstruction proposal such as
the Proposals is put forward. In determining the structure and
timing of the Proposals, the Board has sought to balance the
interests of the Ordinary Shareholders and the ZDP Shareholders. A
straightforward liquidation of the Company (in the absence of a
rollover alternative) would require the Company's entire investment
portfolio to be realised in the market in advance of 1 July 2024.
It is expected that the portfolio realisation costs in these
circumstances would be significantly higher than under the
Proposals and this additional cost would be borne by the Ordinary
Shareholders. Under the Proposals, it is anticipated that a
material proportion of the investments of the Company will be
transferred to AGVIT at significantly lower cost to Ordinary
Shareholders than would be the case under a straightforward
liquidation. There is no guarantee that AGVIT will raise sufficient
cash under the AGVIT Placing and Offer to acquire all of the
Remaining ASLIT Portfolio, and as a result the Company is likely to
incur costs in realising such part of its portfolio which is not
acquired by AGVIT.
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For
illustrative purposes only, the costs of the Proposals (excluding
any portfolio realisation costs) which are expected to be incurred
by the Company would be expected to represent a reduction of 0.34
pence or 0.38 per cent. in the NAV per Ordinary Share of 89.60
pence as at the Latest Practicable Date after taking into account
the final capital entitlement of the ZDP Shares.
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Based on
the Assumptions, Ordinary Shareholders who subscribe for Ordinary
Shares through the AGVIT Placing and Offer and/or elect, or are
deemed to elect, to roll over into AGVIT Ordinary Shares under the
Scheme will suffer costs in respect of the launch of AGVIT (net of
the Aberforth Cost Contribution referred to below), which would be
expected to represent a reduction of 1.47 pence or 1.47 per cent.
of their investment into AGVIT Ordinary Shares. For Ordinary
Shareholders who elect, or are deemed to elect, to roll over into
AGVIT Ordinary Shares under the Scheme, the illustrative cumulative
costs of the Proposals and launch of AGVIT, as at the Latest
Practicable Date and after taking into account the final capital
entitlement of the ZDP Shares, is 1.85 per cent of the NAV per
Ordinary Share.
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Based on
the Assumptions, ZDP Shareholders who elect to roll over into AGVIT
Ordinary Shares under the Scheme will suffer costs in respect of
the launch of AGVIT (net of the Aberforth Cost Contribution
referred to below), which would be expected to represent a
reduction of 1.47 per cent. of their investment into AGVIT Ordinary
Shares.
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Aberforth
Partners has agreed to contribute to the launch costs of AGVIT by
settling the costs of some or all external suppliers and advisors
supporting the launch for costs incurred up to, in aggregate,
£450,000.
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The
Proposals
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Under the
Proposals, the Company will be wound up voluntarily and a scheme of
reconstruction under section 110 of the Insolvency Act 1986 will be
implemented. Under the terms of the Scheme, Shareholders may elect
for the options set out below. Shareholders can make different
Elections in respect of different Shares which they hold. Overseas
Holders will, if the Proposals become effective, receive cash in
respect of their holdings.
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Ordinary Shareholders may
elect to:
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roll over some or all of
their investment in the Company into AGVIT Ordinary Shares at 100
pence per AGVIT Ordinary Share (the "Ordinary Rollover
Option"); or
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receive cash in respect of
some or all of their investment in the Company (the
"Ordinary Cash
Option").
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Ordinary
Shareholders (other than Overseas Holders) who do not make a valid
Election under the Proposals will be deemed to have elected to roll
over into AGVIT Ordinary Shares and, in the event of a scaling back
of allocations of AGVIT Ordinary Shares, will receive AGVIT
Ordinary Shares and AGVIT ZDP Shares in the ratio of 8:3 to the
extent deemed elections for AGVIT Ordinary Shares are unfulfilled
(the "Ordinary
Scale Back Ratio").
Accordingly, Ordinary Shareholders who wish to receive AGVIT
Ordinary Shares under the Proposals in respect of their entire
holding of Ordinary Shares and who wish, in the event of a scaling
back, to receive the Ordinary Scale Back Ratio to the extent deemed
elections for Ordinary Shares cannot be fulfilled, need not submit
a Form of Election or submit a TTE instruction in CREST.
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Ordinary
Shareholders will have the option to elect that, if they are scaled
back in respect of any part of their deemed election for AGVIT
Ordinary Shares, they receive cash to the extent such deemed
election for AGVIT Ordinary Shares is unfulfilled (the
"Ordinary
Cash Scale Back Option").
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Ordinary
Shareholders will have the opportunity to acquire additional AGVIT
Ordinary Shares and AGVIT ZDP Shares through the AGVIT Placing and
Offer. Shareholders (other than Overseas Holders) who wish to
participate in the AGVIT Placing and Offer should refer to the
AGVIT Prospectus.
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ZDP Shareholders may elect
to:
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roll over some or all of
their investment in the Company into AGVIT ZDP Shares at 100 pence
per AGVIT ZDP Share (the "ZDP Rollover Zero
Option");
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roll over some or all of
their investment in the Company into AGVIT Ordinary Shares at 100
pence per AGVIT Ordinary Share (the "ZDP Rollover
Ordinary Option"); or
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receive cash in respect of
some or all of their investment in the Company (the
"ZDP Cash
Option").
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ZDP
Shareholders who do not make a valid Election under the Proposals
will be deemed to have elected for the ZDP Cash Option.
Accordingly, ZDP Shareholders who wish to receive cash under the
Proposals in respect of their entire holding of ZDP Shares need not
submit a Form of Election or submit a TTE instruction in
CREST.
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ZDP
Shareholders will have the option to elect that, if they are scaled
back in respect of any part of their election for AGVIT Shares
(such scaled back elections being the Scaled
Back ZDP Election), they
receive, in respect of the Scaled Back ZDP Election, (i) AGVIT
Ordinary Shares and AGVIT ZDP Shares in the Ratio (8:3) (the
"ZDP
Scale Back Ratio Option") and/or
(ii) cash.
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Under the
Proposals:
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the Company will be placed
into members' voluntary liquidation and its business and assets
will be divided into three pools on the basis of a valuation
undertaken as at the Calculation Date, namely:
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the Liquidation Fund,
which will comprise such of the cash and other assets of the
Company as are estimated by the Liquidators to be sufficient to
provide for all current and future, actual and contingent
liabilities of the Company, including a retention (estimated at
£50,000) in respect of unascertained and unknown liabilities, and
the entitlements of those Shareholders who have elected (or are
deemed to have elected) for the Cash Options;
and
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the Ordinary Rollover Fund
and the (separate) ZDP Rollover Fund, each of which will comprise
investments and other assets (including cash) which are capable of
being held by AGVIT in order to facilitate the transfer of assets
to AGVIT and which will represent the respective entitlements of
holders of Ordinary Shares and ZDP Shares in respect of which
elections have been made (or are deemed to have been made) for the
Rollover Options.
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AGVIT will acquire part or
all of the investments and other assets of the Company (including
cash), the consideration for which will be satisfied
by:
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the issue by AGVIT of
AGVIT Ordinary Shares and AGVIT ZDP Shares to those Shareholders
who elect (or are deemed to have elected) for the Rollover Options
under the Proposals; and
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a cash payment by AGVIT to
the Company in an amount equal to the AGVIT Net Issue
Proceeds.
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As noted
above, in order to finance its intended acquisition of all or part
of the Remaining ASLIT Portfolio, AGVIT is proposing to issue new
AGVIT Ordinary Shares and AGVIT ZDP Shares through the AGVIT
Placing and Offer. AGVIT is not seeking to raise new capital beyond
the amount required to purchase up to all of the Remaining ASLIT
Portfolio and to meet certain costs. Accordingly, AGVIT will not be
larger than the Company and the ratio of AGVIT Ordinary Shares to
AGVIT ZDP Shares immediately following the implementation of the
Proposals will be 8:3. AGVIT Ordinary Shares and AGVIT ZDP Shares
will be issued under the AGVIT Placing and Offer at 100 pence
each. Under the
Proposals, the Company will bear all of its own costs in relation
to the Proposals.
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Information
on Aberforth Geared Value & Income Trust
plc
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AGVIT is a
new closed-ended investment trust launching on 1 July 2024 which
will invest in a diversified portfolio of small UK quoted
companies. AGVIT will have two classes of shares in issue: the
AGVIT Ordinary Shares and the AGVIT ZDP Shares. On Admission, there
will be 8 AGVIT Ordinary Shares in issue for every 3
AGVIT ZDP
Shares. AGVIT's investment objective is to provide the AGVIT
Ordinary Shareholders with high total returns, incorporating an
attractive level of income, and to provide AGVIT ZDP Shareholders
with a pre-determined final capital entitlement of 160.58 pence on
its planned winding up date of 30 June 2031. AGVIT has a similar
investment policy to that of the Company and it will also be
managed by Aberforth Partners, the Company's investment manager.
The AGVIT Board is comprised of three of the existing ASLIT
Directors and one new director. On its launch, AGVIT will not be
larger than the Company as at 30 April 2024, when its total assets
were £222 million.
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AGVIT's
dividend policy, similar to that of the Company, is to distribute a
significant proportion of its net revenue (after the payment of
expenses and taxation) in the form of dividends paid in Sterling to
AGVIT Ordinary Shareholders, who will be entitled to receive all
such dividends. On the basis of the Assumptions and in the absence
of unforeseen circumstances, the AGVIT Directors anticipate that
AGVIT will target total dividends in the range of 4.0 and 5.0 pence
per AGVIT Ordinary Share, in respect of the period from Admission
to 30 June 2025. Please note that this is not a profit forecast and
there can be no guarantee that any dividends or distributions will
be paid by AGVIT. The level of dividend will be based
inter
alia on the
dividends paid by the investee companies in AGVIT's underlying
portfolio. The AGVIT ZDP Shareholders will not be entitled to
receive dividend payments. The final capital entitlement for AGVIT
ZDP Shareholders on AGVIT's planned winding up date of 30 June 2031
will be 160.58 pence, being a redemption yield of 7.0 per
cent.
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Further
information on AGVIT is set out in Part 3 of the Circular and the
AGVIT Prospectus.
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Second
Interim Dividend
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The Board
has declared a second interim dividend of 3.25 pence per Ordinary
Share. This dividend will be paid on 24 June 2024 to Ordinary
Shareholders on the Company's register of members on 7 June 2024.
No further dividends are expected to be paid by the Company after
the payment of this Second Interim Dividend. Ordinary Shareholders
are entitled to the undistributed revenue reserves of the Company.
These will form part of the Ordinary FAV and will therefore either
be rolled over into AGVIT Ordinary Shares or paid out as cash under
the Ordinary Cash Option.
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Benefits
of the Proposals
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The
Directors consider that the Proposals have the following benefits
for Shareholders:
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they offer Shareholders
(depending on individual circumstances) the opportunity to roll
over their investments in a tax efficient manner (without incurring
an immediate liability to UK capital gains tax) into AGVIT
Shares;
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they enable Shareholders
to maintain their exposure to a diversified portfolio of small UK
quoted companies through a closed-ended investment vehicle with a
fixed life without incurring significant realisation costs or
portfolio reorganisation costs;
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they allow Ordinary
Shareholders to maintain geared exposure to a portfolio of
attractively valued small UK quoted companies;
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they enable Shareholders
who elect for the Rollover Options to continue to benefit from the
management expertise of Aberforth Partners;
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they offer Ordinary
Shareholders who wish to realise some or all of their investment
the opportunity to do so at close to NAV;
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they avoid the need to
realise all of the Company's small cap investment portfolio in the
market, to the extent that all or part of it is transferred to
AGVIT under the Proposals, thereby saving potential realisation
costs which would otherwise be borne by Ordinary Shareholders on
the winding up of the Company; and
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Shareholders who elect for
AGVIT Ordinary Shares will benefit from a cost contribution (of up
to £450,000) from Aberforth Partners to the launch costs of
AGVIT.
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The choice
between the options available under the Proposals will be a matter
for each Shareholder to decide and will be influenced by his or her
investment objectives and by his or her personal, financial and tax
circumstances. Accordingly, Shareholders should, before making any
Election (and in the case of Ordinary Shareholders deciding not to
make an Election), read carefully all the information in the
Circular and in the AGVIT Prospectus.
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Scaling
back
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The AGVIT
Board will have an overriding discretion (after consultation with
the ASLIT Board, the Investment Manager and JPMC) to scale back
Elections under the Scheme and/or applications under the AGVIT
Placing and Offer to ensure that AGVIT: (i) will not be larger than
the Company as at 30 April 2024, when its total assets were £222
million; and (ii) will have a ratio of AGVIT Ordinary Shares to
AGVIT ZDP Shares of 8:3. In exercising its discretion, the AGVIT
Board intends to seek to ensure a fair allocation between
Shareholders who elect for the Rollover Options and, in allocating
AGVIT Ordinary Shares, give preference, so far as is practicable,
to those existing Ordinary Shareholders who have elected (or are
deemed to elect) for the Ordinary Rollover Option and, in
allocating AGVIT ZDP Shares, the AGVIT Board intends to give
preference, so far as is practicable, to those investors who have
rolled into AGVIT Ordinary Shares and/or AGVIT ZDP
Shares.
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It
should be noted that in the event that a Shareholder receives cash
under the Scheme (whether by Election or as a result of scaling
back or default), they may incur a liability to UK taxation of
chargeable gains in respect of such disposal of Shares depending on
the particular circumstances of the Shareholder
concerned.
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Management
of the Company’s portfolio prior to implementation of the
Scheme
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Following
the announcement of 29 April 2024, the Board instructed Aberforth
Partners to consider the realignment of the Company’s investment
portfolio so that by the Calculation Date it contains assets that
are suitable for transfer to AGVIT 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 Options, as well as meeting
any remaining indebtedness and/or liabilities. This process is
underway.
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Management
of the Company’s portfolio if the Scheme is not
implemented
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If the
Scheme is not implemented, the Company will go into liquidation in
accordance with its Articles and the Company, acting through its
liquidators, will realise its remaining securities in an orderly
manner and return cash to Shareholders in accordance with the terms
of the Articles. In such circumstances it is anticipated that it
may take up to 6 months to realise the remaining investments of the
Company, assuming normal market conditions.
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Costs
and expenses
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The
Company will bear all of its own costs in relation to the
Proposals. It is estimated that the costs of the Proposals (which
would be borne entirely by the Ordinary Shareholders and exclude
any portfolio realisation costs) will be approximately £650,000
(including the Liquidators' Retention of £50,000 and irrecoverable
VAT) in aggregate (amounting to approximately 0.34 pence per
Ordinary Share).
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Aberforth
Partners LLP has agreed to contribute to the launch costs of AGVIT
by settling the costs of some or all external suppliers and
advisors supporting the launch for costs incurred up to, in
aggregate, £450,000.
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If the
Proposals do not become effective, the Company will proceed to
liquidation in accordance with the provisions of its Articles, will
suffer the abort costs in relation to the Proposals and is also
expected to suffer increased portfolio realisation
costs.
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Taxation
and ISA status
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Shareholders
should refer to the section entitled "Taxation"
in paragraph 11 of Part 2 of the Circular for a summary of the tax
consequences of electing for the Rollover Options or the Cash
Options.
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AGVIT
Shares are eligible for inclusion within a SIPP or an ISA.
Accordingly, where Shares are held within a SIPP or an ISA, any
AGVIT Shares obtained pursuant to the Scheme in respect of those
Shares can be retained, subject to the specific terms applicable to
the relevant SIPP or ISA.
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Shareholder
meetings
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The
notices convening the First General Meeting (to be held at 10.00
a.m. on 20 June 2024) and the Second General Meeting (to be held at
10.00 a.m. on 28
June 2024) are set out at the end of the Circular. Both General
Meetings will be held at the offices of Aberforth Partners LLP, 14
Melville Street, Edinburgh EH3 7NS. In accordance with the
Articles, only Ordinary Shareholders are entitled to vote on the
special resolution to be proposed at the First General Meeting and
the First Resolution at the Second General Meeting. Ordinary
Shareholders and ZDP Shareholders are entitled to vote on the
Second Resolution to wind up the Company without the Scheme of
reconstruction which may be proposed at the Second General Meeting.
The Second Resolution will not be proposed at the Second General
Meeting if the First Resolution is passed.
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First
General Meeting
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The
resolution to be considered at the First General Meeting (which
will be proposed as a special resolution) will, if passed, amend
the Articles for the purposes of the Scheme and will reclassify the
Shares according to Shareholders' Elections, approve the Scheme and
authorise its implementation by the Liquidators. An explanation and
details of the required amendments to the Articles are set out in
Part 4 of the Circular. This resolution will require the approval
of at least 75 per cent. of the votes cast in respect of it. The
Scheme will not become effective unless and until,
inter
alia, the
First Resolution to be proposed at the Second General Meeting has
also been passed. Only Ordinary Shareholders are entitled to vote
on the special resolution to be proposed at the First General
Meeting.
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Second
General Meeting
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The First
Resolution to be considered at the Second General Meeting (which
will be proposed as a special resolution) will be to wind up the
Company voluntarily under the Scheme and appoint the Liquidators.
The First Resolution is conditional on the conditions set out in
paragraph 16 of Part 4 of the Circular (other than the passing of
the First Resolution) being fulfilled. The First Resolution will
also authorise the Liquidators to exercise certain powers for which
the express sanction of Shareholders is required. The First
Resolution will require the approval of at least 75 per cent. of
the votes cast in respect of it. Only Ordinary Shareholders are
entitled to vote on the First Resolution.
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The Second
Resolution which may be considered at the Second General Meeting
(which would be proposed as a special resolution) will be to wind
up the Company voluntarily, without the benefit of the Scheme, and
appoint the Liquidators. The Second Resolution will not be proposed
if the First Resolution is passed and the Proposals become
unconditional. The Second Resolution will require the approval of
at least 75 per cent. of the votes cast in respect of it. Ordinary
Shareholders and ZDP Shareholders are entitled to vote on the
Second Resolution. In accordance with the Articles, Shareholders
who are present in person or by proxy at the Second General Meeting
and who vote in favour of the Second Resolution will have such
number of votes in respect of each Share held by them so that the
aggregate number of votes cast in favour of the Second Resolution
shall be three times the aggregate number of votes cast against the
Second Resolution and Shareholders who are present in person or by
proxy at the Second General Meeting and who vote against the Second
Resolution will have one vote for each Share held by them.
Therefore any Shares voted in favour of the Second Resolution will
be deemed to carry sufficient votes to pass this
resolution.
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Conditions
to the Proposals
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Implementation
of the Scheme is conditional, inter
alia, on the
Scheme Resolutions being passed. The Scheme is also conditional on
the Admission Condition being satisfied and on the other conditions
set out in paragraph 16 of Part 4 of the Circular being
satisfied.
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If the
Proposals do not become unconditional, the Second Resolution at the
Second General Meeting to wind up the Company will be proposed and,
in accordance with the weighted voting rights under the Articles
referred to above, is expected to be passed. The Company would then
enter into liquidation without the benefit of the Proposals and its
entire portfolio would be realised and the cash proceeds
distributed to all Shareholders in accordance with the provisions
of the Articles. In such event, Shareholders should note that there
may not be a liquid market in respect of some or all of the
securities held by the Company and the Company could incur material
realisation costs, both of which could have a material adverse
effect on the returns available to the Ordinary
Shareholders.
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Action
to be taken
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Full
details of the action to be taken by Shareholders in respect of the
Proposals are set out in Parts 1 and 2 of the Circular and in the
relevant Forms of Election and Forms of Proxy.
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Overseas
Holders
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The
attention of Overseas Holders is drawn to paragraph 8 of Part 2 and
paragraph 11 of Part 4 of the Circular. Shareholders who have a
registered address (or who are resident in or citizens or nationals
of jurisdictions) outside the United Kingdom, the Channel Islands
and the Isle of Man (being Overseas Holders) will not receive Forms
of Election and will not be permitted to elect for AGVIT Shares
unless they have satisfied the Directors and the AGVIT Directors
that it is lawful for AGVIT to issue AGVIT Shares to them under the
relevant overseas laws and regulations. If the Scheme becomes
effective and no such evidence has been provided by the Overseas
Holder in question, such Overseas Holder will receive cash in
respect of their entire holding of Shares.
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General
Meetings
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As noted
above, the Proposals are conditional, amongst other things, upon
Shareholders' approval of the resolution to be proposed at the
First General Meeting and the First Resolution to be proposed at
the Second General Meeting.
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Directors'
intentions
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The
Directors intend to vote in favour of the Scheme Resolutions to
approve the Proposals at the General Meetings in respect of their
own beneficial holdings of Ordinary Shares, which total 1,662,274
Ordinary Shares (representing 0.9 per cent.
of the total voting rights in the Company as at the Latest
Practicable Date). At the Second General Meeting, if the First
Resolution is not passed the Second Resolution will be proposed. In
such an event, the Directors intend to vote in favour of the Second
Resolution and, in accordance with the weighted voting rights under
the Articles, it is expected that the Second Resolution (if
proposed) will be passed.
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Aberforth
Partners' intentions
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The
partners
of Aberforth Partners have indicated that they, and their connected
persons, intend to roll over into AGVIT Ordinary Shares by virtue
of the Ordinary Rollover Option under the Scheme in respect of
their interests in Shares (valued, in aggregate, at approximately
£6 million as
at 30 April 2024). In addition, the partners and their connected
persons intend to subscribe for at least £2 million of
AGVIT Ordinary Shares under the AGVIT Placing and Offer.
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Expected
timetable
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