THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION
WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION
OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION
6 November 2024
abrdn European Logistics
Income plc
Publication of B Share Scheme
Circular and Notice of General Meeting
The Board of abrdn European
Logistics Income plc (the "Company") today announces details of its
proposal to implement a B Share mechanism to facilitate the return
of capital to Shareholders as part of the managed wind-down which
the Company is now undergoing.
At a general meeting of the Company
held on 23 July 2024, Shareholders approved a change to the
investment objective and policy of the Company. Following this
change, the Company's objective is now to realise all existing
assets in the Company's portfolio in an orderly manner. The net
proceeds from realisations will be used to repay borrowings and
make timely returns of capital to Shareholders.
Since the general meeting, with the
assistance of professional tax advice, the Board has examined
possible methods to structure the planned return of
capital.
B
Share Scheme
After careful consideration, the
Board believes that one of the fairest and most efficient ways of
returning substantial amounts of cash to Shareholders is by means
of a bonus issue of redeemable B Shares (with a nominal value of
one penny each) which would then be immediately redeemed by the
Company in consideration for a cash payment equal to the amount
treated as paid up on the issue of the B Shares.
The use of B Shares will enable the
Company to return capital on a strictly pro rata basis, ensuring
that no individual Shareholder or group of Shareholders is
disadvantaged.
The Board believes that returning
capital via the issuance and redemption of B Shares, rather than
via a tender offer, offers the following benefits to
Shareholders:
· Lower
costs - it is currently anticipated that additional circulars will
not need to be prepared to effect any future returns of capital in
contrast to what would be the case with tender offers.
Furthermore, subject to any change in existing United Kingdom tax
law, no stamp duty will be payable on a return of capital under the
redemption of B Shares, compared to a tender offer where stamp duty
at the rate of 0.5 per cent. of the tender price would be
payable.
· Simplicity - Shareholders are not expected to be required to
take any further action to give effect to the first return of
capital or any subsequent returns of capital (although this will be
dependent on the amount and nature of the Company's distributable
reserves from time to time). Given that the capital returns arising
through the redemption of B Shares will be mandatory and applicable
to all Shareholders on a pro rata basis, all Shareholders will be
treated equally and no further action will be required from any
Shareholders in order for them to be able to participate in, and
benefit from, such distributions.
· Certainty - there will be greater certainty for the Company
and Shareholders regarding the amount of capital that will be
returned to Shareholders as, unlike tender offers, capital returns
made through the issuance and redemption of B Shares will be made
to all Shareholders on a pro rata basis, without the need for an
election.
Returns of Capital
Subject to the Resolutions being
passed at the General Meeting, the B Share mechanism will provide
the Company with a mechanism to return capital to Shareholders at
such time or times as the Board may, at its absolute discretion,
determine. B Shares will be issued to Shareholders (at no cost to
Shareholders) pro rata to their holdings of Ordinary Shares at the
time of issue of the B Shares and, shortly thereafter, redeemed and
cancelled in accordance with their terms for an amount not
exceeding the amount treated as paid up on the issue of the B
Shares. The Company will not allot any fractions of B Shares, and
the entitlement of each Shareholder will be rounded down to the
nearest whole B Share.
Following the redemption and
cancellation of the B Shares, the redemption proceeds will be sent
to Shareholders, either through CREST to uncertificated
Shareholders or via cheque or electronic payment (if there is an
electronic payment mandate on file) to certificated Shareholders.
Each issue and redemption of B Shares will be announced via a
Regulatory Information Service.
The implementation of the B Share
mechanism will not limit the ability of the Company to return
capital to Shareholders by other means and, if the Scheme is
adopted, the Board will continue to review its effectiveness over
time.
Circular and Notice of General Meeting
The implementation of the B Share
mechanism is subject to Shareholder approval of the required
Resolutions at the General Meeting. The Company has today published
a circular (the "Circular") containing further details of
the B Share proposal and convening a General Meeting of
Shareholders to be held at 10.00 a.m. on 22 November 2024 at 18
Bishops Square, London E1 6EG.
A copy of the Circular will be
submitted to the National Storage Mechanism and will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Circular will also be available on the Company's website
(https://www.abrdn.com/en-gb/asli). Capitalised terms used in this
announcement, unless otherwise defined, have the same meanings as
set out in the Circular.
Enquiries
abrdn Fund Managers
Limited
InvestmentTrustInvestorRelations-UK@abrdn.com
Investec Bank
plc
+44 (0) 20 7597 4000
David Yovichic
Denis Flanagan
LEI Number
The Company's LEI Number is
213800I9IYIKKNRT3G50
