TIDMHDIA TIDMHDIB
RNS Number : 8860Z
Henderson Diversified Income Trust
16 January 2024
16 January 2024
Henderson Diversified Income Trust plc
Legal Entity Identifier: 213800RV2228EO1JEN02
Result of Second General Meeting & Scheme Entitlements
In connection with the proposals for a combination of the assets
of Henderson Diversified Income Trust plc (the "Company") with
Henderson High Income Trust plc ("HHI") by means of a scheme of
reconstruction and winding up of the Company under section 110 of
the Insolvency Act 1986 (the "Scheme"), the Board is pleased to
announce the result of the Second General Meeting and the Scheme
entitlements.
Defined terms used in this announcement have the meanings given
in the Company's circular to Shareholders dated 12 December 2023
(the "Circular") unless the context otherwise requires.
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 www.hendersondiversifiedincome.com .
Result of Second General Meeting
The Company announces that the special resolution to place the
Company into members' voluntary liquidation was voted on and
approved by Shareholders at the Second General Meeting held earlier
today. Accordingly, Stuart Arthur Gardner and Derek Neil Hyslop
(together the "Liquidators"), both of Ernst & Young LLP of 1
More London Place, London, SE1 2AF have been appointed as joint
liquidators of the Company. Details of the number of votes cast
for, against and withheld in respect of the resolution, which was
held on a poll, is set out below and will also be published on the
Company's website www.hendersondiversifiedincome.com .
Votes
Votes for cast (excl.
(including Votes Total votes votes
Resolution discretionary) % against % cast withheld)(1) Votes withheld
To place the Company
into members' voluntary
liquidation and
appoint the Liquidators 35,891,331 99.2 302,866 0.8 36,194,217 19.9 442,791
---------------- ----- --------- ---- ------------ -------------- ---------------
(1) As a percentage of total voting rights
For the purposes of section 341 of the Companies Act 2006, the
votes validly cast are expressed in the table above as a percentage
of the Company's total voting rights as at 6.30 p.m. on 12 January
2024 (182,072,717), being the time at which a shareholder had to be
registered in the Register of Members in order to vote at the
Second General Meeting. A vote "withheld" is not a vote in law and
has not been counted as a vote "for" or "against" a resolution.
The number of Shares in issue at the date of this announcement
is 182,072,717. There are no Shares held in treasury. Therefore, as
at the date of this announcement the number of voting rights in the
Company are 182,072,717.
The full text of the special resolution can be found in the
notice of Second General Meeting contained in the Circular.
Suspension and Cancellation of Reclassified Shares
The Company's Reclassified Shares were suspended from listing on
the Official List of the Financial Conduct Authority and from
trading on the London Stock Exchange at 7.30 a.m. this morning, 16
January 2024, in anticipation of the Second General Meeting.
The Company, through its advisers, has notified the Financial
Conduct Authority and the London Stock Exchange of the Company's
intention to cancel the Company's admission of the Reclassified
Shares to listing and trading at 8:00 a.m. on 17 January 2024.
Scheme Entitlements
As at the Calculation Date the entitlements calculated in
accordance with the terms of the Scheme were as follows:
-- HDIV FAV per Share: 72.055120 pence
-- Cash NAV per Share: 71.080106 pence
-- HHI FAV per Share: 170.245412 pence
Therefore, Shareholders will receive the following cash and/or
number of New HHI Shares.
For Shareholders that elected (or are deemed to have elected) to
receive New HHI Shares:
-- each Reclassified Share with "A" rights attached to it will
receive 0.423242 New HHI Shares.
Fractional entitlements to New HHI Shares will not be issued
under the Scheme and entitlements will be rounded down to the
nearest whole number. No cash payment will be made or returned in
respect of any fractional entitlements, which will be retained for
the benefit of HHI.
For Shareholders that elected for the Cash Option:
-- each Reclassified Share with "B" rights attached to it will
receive 71.080106 pence in cash.
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 a
retention of GBP50,000 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. Any balance remaining after discharging
such liabilities from the Liquidation Pool will in due course be
distributed to Shareholders pro rata to their respective holdings
of Shares in accordance with the terms of the Scheme.
In accordance with the Circular, Shareholders who elected, or
were deemed to have elected, for the Rollover Option will receive
their New HHI Shares via CREST on 17 January 2024 and, in relation
to certificated Shareholders, share certificates in respect of New
HHI Shares will be despatched in the week commencing 22 January
2024. Shareholders who elected, or were deemed to have elected, for
the Cash Option will have their entitlements despatched in the week
commencing 22 January 2024 via CREST and/or cheque.
Following the appointment of the Liquidators, all further
enquiries regarding the Company should be made to the Liquidators,
whose contact details are below.
For further information please
contact:
Liquidators +44 (0) 131 240 2597
Stuart Arthur Gardner
Derek Neil Hyslop
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END
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