NOT
FOR
RELEASE,
PUBLICATION
OR
DISTRIBUTION,
IN
WHOLE
OR
IN
PART,
DIRECTLY
OR INDIRECTLY, IN OR INTO THE
UNITED STATES, OR INTO OR FROM CANADA, AUSTRALIA, JAPAN, NEW
ZEALAND AND THE REPUBLIC OF SOUTH
AFRICA.
This announcement does not constitute or form part of,
and should not be construed as, any offer for sale or subscription
of, or solicitation of any offer to buy or subscribe for, any
securities in Aberforth Split Level Income Trust plc (the
"Company")
or Aberforth Geared Value & Income Trust plc
(“AGVIT”) or securities in any other entity, in any jurisdiction,
including the United States, nor
shall it, or any
part
of
it,
or
the
fact
of
its
distribution,
form
the
basis
of,
or
be
relied
on
in
connection
with, any contract or investment decision whatsoever,
in any jurisdiction. This announcement does not constitute a
recommendation regarding any securities. Any investment decision
must be made
exclusively
on
the
basis
of
the
final
prospectus
published
by AGVIT
and
any
supplement thereto or the final circular published by
the Company.
Aberforth
Split
Level
Income
Trust plc
Result
of Elections and Reclassification of the Shares
|
Result
of Elections
In
connection with the proposals for a combination of the assets of
Aberforth Split Level Income Trust plc (the “Company”)
with Aberforth Geared Value & Income Trust plc
("AGVIT")
by means of a scheme of reconstruction and members' voluntary
liquidation of the Company under section 110 of the Insolvency Act
1986 (the "Scheme"),
the Board of the Company announces that the results of Elections
under the Scheme were as follows:
Elections
for AGVIT Ordinary Shares were made, or deemed to have been made,
in respect of:
-
123,133,500
of the Company’s Ordinary Shares (representing approximately 64.7
per cent. of the Company’s Ordinary Shares in issue);
and
-
168,108
of the Company’s ZDP Shares (representing approximately 0.3 per
cent. of the Company’s ZDP Shares in issue).
Elections
for AGVIT ZDP Shares were made, or deemed to have been made, in
respect of:
-
22,056,562
of the Company’s ZDP Shares (representing approximately 46.4 per
cent. of the Company’s ZDP Shares in issue).
Elections
for Cash were made, or deemed to have been made, in respect
of:
-
67,116,500
of the Company’s Ordinary Shares (representing 35.3 per cent. of
the Company’s Ordinary Shares in issue; and
-
25,337,830
of the Company’s ZDP Shares (representing approximately 53.3 per
cent. of the Company’s ZDP Shares in issue).
|
|
Reclassification
of Shares
|
|
Elections
for AGVIT Shares pursuant to the Scheme are subject to any scaling
back required under the terms of the Proposals, in particular, to
ensure that AGVIT will have a ratio of AGVIT Ordinary Shares to
AGVIT ZDP Shares of 8:3. Following the application of this scaling
back, the Company’s Shares will be reclassified as
follows:
190,250,000
Ordinary Shares will be reclassified as:
-
67,116,500
shares with “A” rights (being Ordinary Shares in respect of which
Elections were made, or were deemed to have been made, for
cash);
-
123,133,500
shares with “C” rights (being Ordinary Shares in respect of which
Elections were made, or were deemed to have been made, for AGVIT
Ordinary Shares); and
-
0 shares
with “D” rights (being Ordinary Shares in respect of which
Elections were deemed to have been made for AGVIT ZDP
Shares).
47,562,500
ZDP Shares will be reclassified as:
-
25,337,830
shares with “B” rights (being ZDP Shares in respect of which
Elections were made, or were deemed to have been made, for
cash);
-
22,056,562
shares with “E” rights (being ZDP Shares in respect of which
Elections were made, or were deemed to have been made, for AGVIT
ZDP Shares); and
-
168,108
shares with “F” rights (being ZDP Shares in respect of which
Elections were made, or were deemed to have been made, for AGVIT
Ordinary Shares).
Applications
have been made to the Financial Conduct Authority and to the London
Stock Exchange for the listing in respect of the Company's Shares
to be amended to reflect the reclassification of its Shares as
Reclassified Shares. It is expected that such amendment will become
effective from 8.00 a.m. on 27 June 2024. The Reclassified Shares
will be suspended from listing at 7.30 a.m. on 28 June 2024.
The
Scheme remains conditional on, among other conditions, the passing
of the special resolution to place the Company into members'
voluntary liquidation which will be proposed at the Second General
Meeting of the Company convened for 28 June 2024. The Scheme will
not become effective unless that resolution is passed.
|
|
Expected
timetable
|
|
|
2024
|
|
Announcement
of the results of the Elections and Reclassification of the
Shares
|
26
June
|
|
Reclassification
of the Shares and admission of the Reclassified Shares to the
London Stock Exchange
|
8.00 a.m.
on 27
June
|
|
Announcement
of (i) the results of the AGVIT Placing and Offer, (ii) the TAV per
ZDP Share and the FAV per Ordinary Share and (iii) the number of
AGVIT Ordinary Shares and AGVIT ZDP Shares to be issued pursuant to
the Scheme
|
27
June
|
|
Suspension
of listing of and dealing in Reclassified Shares and Company’s
Register closes
|
7.30 a.m.
on 28
June
|
|
Second
General Meeting
|
10.00 a.m. on
28
June
|
|
Effective
Date for implementation of the Proposals and commencement of the
liquidation of the Company
|
28
June
|
|
Admission
to listing of, and dealings commence in, (i) the AGVIT Shares
issued pursuant to the Scheme and (ii) the AGVIT Shares issued
pursuant to the AGVIT Placing and Offer
|
8.00 a.m.
on 1
July
|
|
AGVIT
Shares issued in uncertificated form credited to CREST accounts of
Shareholders under the Scheme
|
as soon
as is reasonably practicable on 1
July
|
|
AGVIT
Shares issued in uncertificated form credited to CREST accounts of
AGVIT Shareholders under the AGVIT Placing and Offer
|
as soon
as is reasonably practicable on 1
July
|
|
CREST
payments made in respect of cash entitlements of Shareholders under
the Scheme
|
12
July
|
|
Cheques
despatched in respect of cash entitlements of Shareholders under
the Scheme
|
12
July
|
|
Definitive
certificates in respect of AGVIT Shares issued in certificated form
pursuant to the Scheme despatched to Shareholders entitled
thereto
|
12
July
|
|
Cancellation
of listing of the Reclassified Shares
|
as soon
as practicable after the Effective Date
|
|
All
references to time in this announcement are to UK time. Each of the
times and dates in the above expected timetable (other than in
relation to the General Meetings) may be extended or brought
forward without further notice. If any of the above times and/or
dates changes, the revised time(s) and/or date(s) will be notified
to Shareholders by an announcement through a Regulatory Information
Service provider.
|
|
Unless
otherwise defined, all capitalised terms used but not defined in
this announcement shall have the meaning as given to them in the
Circular. Copies of
the Circular are available for inspection on the National Storage
Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
|
For
further information, please
contact:
Investment
Managers
Aberforth
Partners
LLP +44
(0) 131 220
0733
Euan
Macdonald
Peter Shaw
Financial
Advisers
to
the
Company and
Sponsor & Placing Agent to AGVIT
|
J.P.
Morgan Cazenove
(JPMC)
|
+44
(0) 203 493 8000
|
|
William
Simmonds
Rupert
Budge
|
|
|
Solicitors
to
the
Company
and AGVIT Dickson Minto LLP
|
+44
(0)
207
649
6823
|
|
Douglas
Armstrong
|
|
Legal
Entity Identifier: 21380013QYWO82NZV529
Important
notices
This
announcement does not constitute a prospectus relating to AGVIT, or
form part of, any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, any shares
in the
Company or AGVIT in any jurisdiction nor shall it, or any part of
it, or the fact of its distribution, form the
basis
of,
or
be
relied
on
in
connection
with
or
act
as
any
inducement
to
enter
into,
any
contract
therefor. Investors should not purchase or subscribe for any
transferable securities referred to in this announcement except on
the basis of information contained in the AGVIT Prospectus (which
is available from Aberforth Partners LLP's website at
www.aberforth.co.uk).
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 U.S. 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.