TIDMABD
RNS Number : 4084N
abrdn New Dawn Invest Trust plc
22 September 2023
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 OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE
EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
This announcement is not an offer to sell, or a solicitation of
an offer to acquire, securities in the United States or in any
other jurisdiction in which the same would be unlawful. Neither
this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
22 September 2023
abrdn New Dawn Investment Trust plc
Legal Entity Identifier: 5493002K00AHWEME3J36
Proposals for the Voluntary Winding-up of the Company and
combination with Asia Dragon Trust plc
The Board of abrdn New Dawn Investment Trust plc ("ABD" or the
"Company") announces that it has today published a shareholder
circular (the "Circular") setting out proposals for the voluntary
winding-up of the Company and combination with Asia Dragon Trust
plc ("Asia Dragon" or "DGN").
On 21 July 2023, the Board announced that it had agreed heads of
terms with Asia Dragon in respect of a proposed combination of the
Company with Asia Dragon to be effected by way of a scheme of
reconstruction of the Company under Section 110 of the Insolvency
Act 1986 (referred to as the "Proposals").
Asia Dragon is an investment trust which aims to achieve
long-term capital growth principally through investment into
companies in the Asia Pacific (ex-Japan) region which are believed
by the investment manager to have above-average prospects for
growth. abrdn Fund Managers Limited is the alternative investment
fund manager of both Asia Dragon and the Company ("AIFM"). The AIFM
delegates portfolio management of both the Company and Asia Dragon
to abrdn Asia Limited.
The Proposals, which are unanimously recommended by the Board,
comprise a members' voluntary liquidation (solvent liquidation) and
a scheme of reconstruction of the Company pursuant to which
Shareholders will be entitled, in respect of their shareholdings,
to:
(a) receive New DGN Shares (the "Rollover Option"); and/or
(b) elect to receive cash (subject to an overall limit of 25 per
cent. of the Ordinary Shares in issue) (the "Cash Option").
The Cash Option will be offered at a discount of 2 per cent. to
the ABD FAV per Share, for the benefit of the Shareholders electing
for the Cash Option (the "Cash Option Discount"). The Cash Option
Discount will be for the benefit of the enlarged Asia Dragon.
Shareholders can make different Elections in respect of
different parts of their holdings. The default option under the
Scheme is for eligible Shareholders to receive New DGN Shares
meaning that Shareholders who, in respect of all or part of their
holding of Shares, do not make a valid Election or who do not make
an Election at all will be deemed to have elected for New DGN
Shares in respect of such holding.
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, read carefully all
the information in the Circular and in the DGN Prospectus. The key
features of Asia Dragon are set out below and in the Circular.
Implementation of the Proposals is subject to a number of
conditions. Please refer to the section of this announcement headed
"Conditions of the Proposals". In order to effect the Scheme and
the proposed amendments to the Articles in relation to the Scheme,
Shareholder approval is required at the First General Meeting. If
the Scheme is approved at the First General Meeting, Shareholder
approval is required at the Second General Meeting to wind up the
Company voluntarily and to appoint and grant authority to the
Liquidators to implement the Scheme and to apply for the
cancellation of the listing of the Reclassified Shares on the
Official List pursuant to the Listing Rules. The Scheme Resolutions
are special resolutions and therefore require the approval of 75
per cent. of Shareholders who vote at the meeting.
The purpose of the Circular is to explain the Proposals and the
actions required to be taken in order for them to be implemented
and to convene the General Meetings and the Annual General Meeting,
notices of which are set out at the end of the Circular. Further
details of the Scheme Resolutions will be proposed at the General
Meetings and the Resolutions will be proposed at the Annual General
Meeting are set out below. The expected timetable associated with
the Proposals is set out at the end of this announcement.
The Board considers the Proposals to be in the best interests of
Shareholders as a whole and recommends that Shareholders vote in
favour of the Scheme Resolutions required to implement the
Proposals at the General Meetings as they will be doing with their
own holdings.
Background to and Rationale for the Proposals
The Company and DGN both invest in the Asia Pacific (ex-Japan)
region and both are managed by abrdn Fund Managers Limited with a
high level of commonality across their shareholder bases. In light
of these similarities, the Board and the DGN Board believe a
combination of the companies will create an enlarged vehicle that
offers similar investment exposure for each set of shareholders
while offering shareholders in the enlarged DGN certain
benefits.
The AIFM will, following implementation of the Scheme, continue
to manage the enlarged DGN. The DGN Board are proposing certain
amendments to DGN's investment policy to DGN shareholders which
principally align DGN's investment policy with the current
investment policy of the Company in order to permit investment into
Australasia and provide the management team with equivalent
geographic flexibility. DGN's existing benchmark comparative index
(MSCI AC Asia (ex-Japan) Index) will be retained. The portfolio
managers of the enlarged Asia Dragon will be Pruksa Iamthongthong
and James Thom. Pruksa has been Co-Manager of Asia Dragon since
2017 and James Thom has been part of abrdn's Asia equity team since
2010.
Benefits and features of the Proposals
The Directors believe that the Proposals will have the following
benefits for Shareholders who elect, or are deemed to elect, for
the Rollover Option:
(a) Enhanced profile - The enlarged DGN is expected to have net
assets in excess of GBP700 million (as at the Latest Practicable
Date), creating a leading closed-ended vehicle for investment in
the Asia Pacific (ex-Japan) region. On the basis of the current
market capitalisations of the Company and DGN, the enlarged DGN is
expected to qualify for inclusion in the FTSE 250 Index which is
expected to raise the profile and enhancing the marketability of
the enlarged DGN.
(b) Lower tiered management fee - AFML has agreed that, with
effect from the admission to listing and trading of the New DGN
Shares ("Admission"), the management fee payable by DGN to AFML
will be reduced to 0.75 per cent. (currently 0.85 per cent.) on the
initial GBP350 million of DGN's net assets and 0.5 per cent. on
DGN's net assets in excess of GBP350 million. In addition, the
enlarged DGN will benefit from lower costs following implementation
of the Proposals as DGN's tiered fee structure will have the effect
of reducing the weighted average fee given the increase in DGN's
net assets.
(c) Lower ongoing charges - Existing and new shareholders in DGN
are expected to benefit from a lower ongoing charges ratio with the
enlarged DGN's fixed costs spread over a larger asset base.
(d) Enhanced Liquidity - The scale of the enlarged DGN is
expected to improve the secondary market liquidity of DGN's
shares.
(e) Contribution to costs - As described below, AFML has agreed
to make a cost contribution in respect of the Proposals which, in
addition to the contribution to the costs from the Cash Option
Discount, is expected to offset the direct transaction costs for
DGN shareholders, including Shareholders who rollover.
(f) Shareholder register - The Proposals will allow a number of
Shareholders to consolidate their holdings across the two companies
while also creating a more diversified shareholder base through a
combination of the balance of the two share registers.
(g) Conditional tender offer - DGN offers a five-yearly
performance related conditional tender ("Conditional Tender") with
the current performance period running from 1 September 2021 to 31
August 2026 ("2026 CTO"). It is proposed that, in the light of the
Proposals and conditional on the Scheme being implemented, the 2026
CTO will be amended such that, in the event DGN underperforms the
Benchmark over the performance period, DGN will offers shareholders
the opportunity to tender up to a maximum of 15 per cent. of their
shares; a reduction from the maximum of 25 per cent. previously
proposed. This reflects the revised Conditional Tender being of
broadly a similar size to that previously proposed for the 2026
CTO, given the greater scale of the enlarged DGN.
(h) Continuation vote - DGN shareholders will have the
opportunity to vote on the continuation of DGN at every fifth
annual general meeting ("Continuation Vote") with the next
Continuation Vote to be put forward at the DGN annual general
meeting in December 2026.
(i) Cash Option - Under the terms of the scheme an up to 25 per
cent. cash exit opportunity is offered to the Company's
Shareholders to realise part of their investment in the Company at
a 2 per cent. discount to FAV (less the costs of realising the
portfolio). The Cash Option Discount will be for the benefit of the
enlarged Asia Dragon.
Conditions of the Proposals
Implementation of the Proposals is subject to a number of
conditions, including:
(a) the recommendation of the boards of the Company and DGN to
proceed with the Proposals which may be withdrawn at any time
(including, without limit, for material adverse change
reasons);
(b) the passing of the Scheme Resolutions to be proposed at the
First General Meeting and the Scheme Resolution to be proposed at
the Second General Meeting, or any adjournment of those meetings
and upon any conditions of such Scheme Resolutions being
fulfilled;
(c) the passing of the DGN Resolutions to be proposed at the DGN
General Meeting, or any adjournment of that meeting and upon any
conditions of such DGN Resolutions being fulfilled; and
(d) the FCA agreeing to admit the New DGN Shares to the Official
List and the London Stock Exchange agreeing to admit the New DGN
Shares to trading on the Main Market, subject only to
allotment.
Any Scheme Condition may, subject to compliance with legal
requirements, be waived with the mutual agreement of both the
Company and DGN at any time up to completion of the Scheme.
If any Scheme Condition is not satisfied (or waived), the
Proposals will not become effective and the Company will not
proceed with the winding-up and instead will continue in existence.
In these circumstances, the Company will bear its own abort costs.
The Directors will reassess the options available to the Company at
that time.
Summary of Information on DGN
Asia Dragon is a closed-ended investment company incorporated in
Scotland on 12 August 1987 as a public limited company with
registered number SC106049. It is an investment company as defined
by section 833 of the Companies Act 2006 and operates as an
investment trust within the meaning of Chapter 4 of Part 24 of the
Corporation Tax Act 2010.
Asia Dragon's share capital comprises ordinary shares of 20
pence each. DGN is managed by abrdn Fund Managers, which is also
the manager of the Company.
Asia Dragon's investment objective is to achieve long-term
capital growth through investment in Asia, with the exception of
Japan and Australasia. Investments are made primarily in stock
markets in the region, principally in large companies. Where
appropriate, Asia Dragon will utilise gearing to maximise long-term
returns.
As noted above, Asia Dragon is proposing certain amendments to
its investment policy at the DGN General Meeting. The proposed
amendments to the Asia Dragon investment policy principally align
Asia Dragon's policy with the Company's current investment policy
in order to permit investment into Australasia and provide the
management team with equivalent geographic flexibility.
As at the Latest Practicable Date, the net asset value of Asia
Dragon was GBP481,999,707.
Further details on Asia Dragon are set out in the DGN Prospectus
(which will be available on 22 September on the Asia Dragon website
at www.asiadragontrust.co.uk ).
It is expected that Donald Workman, Stephen Souchon and Nicole
Yuen (the "Proposed DGN Directors") will join the DGN Board upon
the Scheme becoming effective.
Please note that neither the Board (other than the Proposed DGN
Directors) nor the Company takes any responsibility for the
contents of the DGN Prospectus. The DGN Board takes no
responsibility for the content of the Circular.
Upon the Scheme becoming effective, it is proposed that:
(a) DGN will continue to benchmark performance by reference to
the MSCI AC Asia ex Japan index; and
(b) the enlarged DGN portfolio will be managed by AFML with the
named investment managers being Pruksa Iamthongthong and James
Thom.
Costs of implementing the scheme
The costs of the Scheme payable by the Company are expected to
be approximately GBP655,000 inclusive of VAT which, for the
purposes of this calculation, is assumed to be irrecoverable where
applicable.
The estimate of the Company's costs excludes the Liquidators'
retention to cover unknown liabilities (estimated at GBP100,000),
and does not take account of any dealing costs which will be
incurred by the Company in order to fund the Cash Option and the
Liquidation Pool.
The Company will bear the costs of liquidation and realignment
of its portfolio prior to the Calculation Date and any sale costs
(including any commissions, taxes and market changes) associated
with the transfer of the Company's portfolio to DGN.
The Liquidators' retention is estimated at GBP100,000 and will
be retained by the Liquidators to meet any unknown or unascertained
liabilities of the Company. To the extent some or all of the
Liquidators' retention remains when the Liquidators decide to close
the liquidation, this will be returned to Shareholders that were on
the Register as at the Record Date.
AFML has agreed to make a contribution to the costs of
implementing the Scheme by means of a waiver of the management fee
otherwise payable by DGN to AFML on the assets transferred by the
Company to DGN for the first six months following the completion of
the Scheme, which will be for the benefit of the shareholders of
the enlarged DGN, including those Shareholders who elect or are
deemed to elect for the Rollover Option. The AFML Contribution is
subject to Asia Dragon not terminating the management agreement
(other than for cause as provided under such agreement) for three
years from the Effective Date of the Scheme, in which event the
enlarged DGN will be obliged to repay all or part (depending on the
point of termination and on a stepped basis annually) of the AFML
Contribution. Please refer to the section headed "Management Fee"
in Part 5 of the Circular.
In the event that the Scheme does not proceed then each party
will bear their own costs in connection with the Proposals.
Entitlements under the scheme
Under the Scheme, each Shareholder on the Register on the Record
Date may elect to receive:
(a) such number of New DGN Shares as have a value equal to the
ABD FAV per Share multiplied by the number of Ordinary Shares so
elected, or deemed elected, for the Rollover Option; or
(b) subject to an overall 25 per cent. cap on such Elections (in
aggregate), an amount of cash equal to the Cash Pool NAV per Share
multiplied by the number of Ordinary Shares so elected, being the
Cash Option.
Shareholders can make different Elections in respect of
different parts of their holdings.
The default option under the Scheme is to receive New DGN
Shares, meaning that Shareholders who, in respect of all or part of
their holding of Ordinary Shares, do not make a valid Election, or
who do not make an Election, will be deemed to have elected for New
DGN Shares in respect of such holding. If shareholders wish to
receive New DGN Shares in respect of all of their Ordinary Shares,
there is no need to complete and return a Form of Election (which
they will receive if they hold their Ordinary Shares in
certificated form), Form of Instruction (if they hold their
Ordinary Shares through a Share Plan) or to submit a TTE
Instruction (if they hold their Ordinary Shares in uncertificated
form).
If a shareholder wishes to receive cash in respect of all or
part of their holding of Shares (subject to the potential scaling
back of Elections for the Cash Option), they must either complete
and return a Form of Election, Form of Instruction or submit a TTE
Instruction (depending on how their Shares are held) in respect of
the number of Shares for which they wish to make an Election for
the Cash Option. They will be deemed to have elected to receive New
DGN Shares in respect of the remainder of their holding, as well as
any scaled back Elections for the Cash Option.
After allocating cash and other assets to the Liquidation Pool
to meet all known and unknown liabilities of the Company and other
contingencies, including the retention and the entitlements of any
Dissenting Shareholders, there shall be appropriated to the Cash
Pool and the Rollover Pool the remaining assets of the Company in
the manner described in paragraph 3.2 in Part 3 of the Circular.
Such appropriation includes the application of a discount of 2 per
cent. to the ABD FAV per Share, in relation to those Shares in
respect of which Shareholders have elected to receive cash. The
value arising from the application of the Cash Option Discount
shall be allocated for the benefit of the enlarged DGN. In the week
commencing 20 November 2023, it is expected that the Liquidators
shall distribute to Shareholders who have elected for the Cash
Option their Cash Entitlements, being rounded down to the nearest
penny.
For illustrative purposes only , had the Calculation Date been
5.00 p.m. on the Latest Practicable Date and assuming that no
Shareholders exercise their right to dissent from participation in
the Scheme, and assuming that the maximum amount is elected for the
Cash Option, the ABD FAV per Share would have been 285.674759 pence
and the Cash Pool NAV per Share would have been 279.961264 pence.
The ABD FAV per Share and the Cash Pool NAV per Share may be
compared with the Company's share price and cum-income NAV per
Share as at 19 September 2023 which were 254.00 pence and 286.39
pence, respectively.
For illustrative purposes only , the DGN FAV per Share would
have been 424.292143 pence, which may be compared with the DGN
share price and cum-income NAV per DGN share as at 19 September
2023 which were 355.00 pence and 424.95 pence, respectively. On the
basis of the above, the Rollover Option would have produced a
Conversion Ratio of 0.673297 and, in aggregate, 52,752,659 New DGN
Shares would have been issued to Shareholders who elected for the
Rollover Option under the Scheme, representing approximately 31.74
per cent. of the issued ordinary share capital of the enlarged DGN
immediately following the completion of the Scheme. The enlarged
DGN would also then pay listing fees in relation to the listing of
the New DGN Shares and any acquisition costs and taxes on the
transfer of the Rollover Pool.
The above figures are for illustrative purposes only and do not
represent forecasts. The ABD FAV per Share and DGN FAV per Share
and Shareholders' entitlements under the Proposals may materially
change up to the Effective Date as a result of, inter alia, changes
in the value of investments. For details of the Scheme, please
refer to Part 3 of the Circular.
Excluded Shareholders should read the section headed "Excluded
Shareholders" below.
Scaling back of Elections for the Cash Option
The maximum number of Ordinary Shares (in aggregate) that can be
elected for the Cash Option is 25 per cent. of the total number of
Ordinary Shares in issue (excluding Ordinary Shares held in
treasury). Shareholders are entitled to elect for the Cash Option
in respect of more than 25 per cent. of their individual holdings
of Ordinary Shares (the " Basic Entitlement ", such excess amount
being an " Excess Application "). However, if aggregate Elections
are made for the Cash Option which exceed 25 per cent. of the
issued Ordinary Shares (excluding Ordinary Shares held in
treasury), Shareholders who have made an Election for the Cash
Option in excess of their Basic Entitlement shall have their Excess
Applications scaled back in a manner which is, as near as
practicable, pro rata to the number of Shares elected under such
Excess Applications, resulting in such Shareholders (other than
Excluded Shareholders) receiving New DGN Shares instead of cash in
respect of part of their holding of Ordinary Shares.
D ividend
As an investment trust, the Company is not permitted to retain
more than 15 per cent. of its income in any accounting period. In
order to meet this requirement, the Company paid, on 8 September
2023, an interim dividend of 3.3 pence per Ordinary Share in
respect of the financial year ended 30 April 2023, to Shareholders
on the Register as at 11 August 2023.
It is not anticipated that there will be any further dividends
paid by the Company in relation to the current financial period or
for the period up to the liquidation of the Company.
For the avoidance of doubt, Shareholders receiving New DGN
Shares under the Scheme will not, in respect of those New DGN
Shares, be entitled to the dividend payable by DGN in respect of
its financial year ended 31 August 2023.
Borrowings
The Company has a GBP20 million fixed rate facility which
expires on 14 December 2023 and a GBP20 million revolving credit
facility which expires on 28 June 2024, both with The Royal Bank of
Scotland International Limited. It is proposed that these
facilities will not transfer to DGN and will be cancelled and
repaid prior to the liquidation of the Company.
Risk factors
Shareholders are strongly urged to read carefully the risk
factors contained in Part 4 of the Circular which sets out the
material risks known to the Directors at the date of the Circular
in relation to the Proposals. Shareholders are also strongly urged
to read the sections containing risk factors in the DGN
Prospectus.
Taxation
Shareholders are advised to read carefully the section headed
"Taxation" in paragraph 8 of Part 2 of the Circular which sets out
a general guide to certain aspects of current UK tax law and HMRC
published practice.
Shareholders who are in any doubt as to their tax position or
who may be subject to tax in any jurisdiction other than the UK are
strongly advised to consult their own professional advisers.
Shareholder meetings
The implementation of the Proposals will require two general
meetings of the Company. The notices convening the First General
Meeting (to be held at 2:00 p.m. on 23 October 2023) and the Second
General Meeting (to be held at 10:00 a.m. on 8 November 2023) are
set out at the end of this announcement.
The Scheme Resolutions to be proposed at the General Meetings,
on which all Shareholders may vote, are as follows:
First General Meeting
The resolutions to be considered at the First General Meeting
(which will be proposed as special resolutions) will, if passed,
approve the terms of the Scheme and associated amendments to the
Company's Articles set out in Part 3 of the Circular, authorise the
Liquidators to enter into and give effect to the Transfer Agreement
with DGN to renounce New DGN Shares in favour of Shareholders in
accordance with the Scheme, purchase the interests of any
dissentients to the Scheme and authorise the Liquidators to apply
to cancel the listing of the Shares with effect from such date as
the Liquidators may determine.
Each resolution will require at least 75 per cent. of the votes
cast in respect of it to be voted in favour, whether in person or
by proxy, in order for it to be passed. The Scheme will not become
effective unless and until, inter alia, the resolution to be
proposed at the Second General Meeting has also been passed.
Second General Meeting
At the Second General Meeting, a special resolution will be
proposed which, if passed, will place the Company into liquidation,
appoint the Liquidators, agree the basis of their remuneration,
instruct the Company Secretary to hold the books to the
Liquidators' order and provide the Liquidators with appropriate
powers to carry into effect the amendments to the Articles made at
the First General Meeting. The resolution to be proposed at the
Second General Meeting is conditional upon the Scheme Conditions
being satisfied.
The resolution will require at least 75 per cent. of the votes
cast in respect of it to be voted in favour, whether in person or
by proxy, in order for it to be passed.
If relevant, the Company will notify Shareholders of any changes
to the proposed format for the General Meetings as soon as possible
via a Regulatory Information Service and its website.
Annual general meeting
The Board did not propose to hold a formal AGM prior to the
Scheme becoming effective. However, in light of the statutory
deadline for holding an AGM and in order to deal with the various
technical matters that are required to be dealt with at an AGM, the
Company will convene an AGM at 2:15 p.m. on 23 October 2023 at
Dentons UK and Middle East LLP, 1 Fleet Place, London EC4M 7WS. Due
to the technical nature of the AGM, the Company is not providing 20
working days' notice of the AGM as recommended by the UK Corporate
Governance Code and the Financial Reporting Council's Guidance on
Board Effectiveness. In accordance with the requirements of the
Companies Act, the Company is providing 21 clear days' notice of
the AGM.
The Resolutions to be proposed at the AGM, on which all
Shareholders may vote, are set out in the notice convening the AGM
at the end of the Circular. Further details of each of the
Resolutions are set out in the appendix to the notice of AGM. The
Board recommends voting in favour of each of the Resolutions which
they believe are for the benefit of the Shareholders as a
whole.
Action to be taken by Shareholders
Before taking any action, Shareholders are recommended to read
the further information set out in the Circular and in the DGN
Prospectus.
Elections
Shareholders are requested to complete the Form of Election in
accordance with the instructions printed thereon and return it to
the Receiving Agent, Equiniti, using the enclosed reply-paid
envelope (for use within the UK only) at Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as
possible, but in any event so as to be received no later than 1.00
p.m. on 1 November 2023 or in the event they hold their Shares in a
Share Plan, they are requested to complete the Form of Instruction
in accordance with the instructions printed thereon and return it
to the Receiving Agent, Equiniti, using the enclosed reply-paid
envelope (for use within the UK only) at Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as
possible, but in any event so as to be received no later than 1.00
p.m. on 1 November 2023.
Form of Proxy
All Shareholders are encouraged to vote in favour of the Scheme
Resolutions to be proposed at the General Meetings and the
Resolutions to be proposed at the Annual General Meeting, and, if
the Shares are not held directly, to arrange for their nominee to
vote on their behalf.
Shareholders are requested to complete and return proxy
appointments to the Registrar by completing and signing the PINK
Form of Proxy for use in relation to the First General Meeting; the
WHITE Form of Proxy for use in relation to the Annual General
Meeting; and the GREEN Form of Proxy for use in relation to the
Second General Meeting, in accordance with the instructions printed
thereon and returning by post; or in the case of CREST members, by
utilising the CREST electronic proxy appointment service in
accordance with the procedures set out in the notes to the
respective notices of the General Meetings and the Annual General
Meeting.
If any of the Scheme Resolutions to be proposed at the General
Meetings are not passed, the Proposals will not proceed and the
Company will not be wound up. In these circumstances, the Board
will reassess the options available to the Company at that
time.
Letters of Direction
Shareholders holding Shares through a Share Plan will receive a
PINK Letter of Direction for use in relation to the First General
Meeting; a WHITE Letter of Direction for use in relation to the
Annual General Meeting; and a GREEN Letter of Direction for use in
relation to the Second General Meeting.
Excluded Shareholders
The attention of Excluded Shareholders is drawn to the paragraph
titled "Excluded Shareholders" in Part 3 of the Circular.
Overseas Shareholders will not receive a copy of the DGN
Prospectus unless they have satisfied the Directors and the DGN
Directors that they are entitled to receive and hold New DGN Shares
without breaching any relevant securities and without the need for
compliance on the part of the Company or DGN with any overseas
laws, regulations, filing requirements or the equivalent. Sanctions
Restricted Persons will not be entitled to receive a copy of the
DGN Prospectus in any circumstance.
Any US Shareholder (or any persons acting for the account or
benefit of such US Shareholder) receiving the Circular where
applicable is requested to execute the US Investor Representation
Letter which can be requested from Equiniti Limited, Corporate
Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99
6JA.
Non-US Shareholders are deemed to represent to the Company and
DGN that they are located outside of the United States and are not
US Persons (and are not acting for the account or benefit of a US
Person).
Subject to certain exceptions described herein, no action has
been taken or will be taken in any jurisdiction other than the UK
where action is required to be taken to permit the distribution of
the Circular and/or the DGN Prospectus. Accordingly, such documents
may not be used for the purpose of, and do not constitute, an offer
or solicitation by anyone in any jurisdiction or in any
circumstances in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation.
Overseas Shareholders and Sanctions Restricted Persons (together
"Excluded Shareholders") will be deemed to have elected for their
Basic Entitlement in respect of the Cash Option and to receive New
DGN Shares for the remainder of their shareholding. Such New DGN
Shares will be issued to the Liquidators as nominees for the
relevant Excluded Shareholder and sold by the Liquidators as
nominees for the relevant Excluded Shareholder in the market (which
shall be done by the Liquidators without regard to the personal
circumstances of the relevant Excluded Shareholder and the value of
the Shares held by the relevant Excluded Shareholder) and the net
proceeds of such sale (after deduction of any costs incurred in
effecting such sale) will be paid (i) to the relevant Overseas
Shareholder entitled to them as soon as reasonably practicable and
in any event no later than 10 Business Days after the date of sale,
save that entitlements of less than GBP5.00 per Overseas
Shareholder will be retained in the Liquidation Pool; or (ii) in
respect of Sanctions Restricted Persons at the sole and absolute
discretion of the Liquidators and will be subject to applicable
laws and regulations.
Recommendation
The Board considers the Proposals and the Scheme Resolutions to
be proposed at the General Meetings to be in the best interests of
Shareholders as a whole.
Accordingly, the Board unanimously recommends Shareholders to
vote in favour of the Scheme Resolutions, as Directors who hold
shares intend to do in respect of their own beneficial holdings
(being all Directors bar Nicole Yuen), which total 166,320 Ordinary
Shares (representing 0.16 per cent. of the Company's total voting
rights) as at the Latest Practicable Date. The Directors who hold
Ordinary Shares and will be joining the board of Asia Dragon (being
Donald Workman and Stephen Souchon) intend to roll over their
entire beneficial holdings of Shares into New DGN Shares.
The Board cannot, and does not, give any advice or
recommendation to Shareholders as to whether, or as to what extent,
they should elect for any of the options under the Proposals. 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 individual investment objectives and by his or her personal,
financial and tax circumstances. Accordingly, Shareholders should,
before deciding what action to take, read carefully all the
information in the Circular and in the DGN Prospectus.
Expected timetable
2023
Latest time and date for receipt of Letters 2:00 p.m. on 16 October
of Direction for Share Plan Holders in
respect of the First General Meeting
Latest time and date for receipt of Letters 2:15 p.m. on 16 October
of Direction for Share Plan Holders in
respect of the Annual General Meeting
Latest time and date for receipt of Forms 2:00 p.m. 19 October
of Proxy and CREST voting instructions
in respect of the First General Meeting
Latest time and date for receipt of Forms 2:15 p.m. on 19 October
of Proxy and CREST voting instructions
in respect of the Annual General Meeting
First General Meeting 2:00 p.m . on 23 October
Annual General Meeting 2:15 p.m . on 23 October
Latest time and date for receipt of Form 1.00 p.m. on 25 October
of Instruction for Shareholders who hold
Ordinary Shares in a Share Plan
Latest time and date for receipt of Letters 10:00 a.m. on 1 November
of Direction for Share Plan Holders in
respect of the Second General Meeting
Latest time and date for receipt of Form 1.00 p.m. on 1 November
of Election and TTE Instructions
Record date for entitlements under the 6.00 p.m. on 1 November
Scheme
Ordinary Shares disabled for settlement 6.00 p.m. on 1 November
in CREST
Calculation Date 5:00 p.m. on 2 November
Latest time and date for receipt of Forms 10:00 a.m. on 6 November
of Proxy in respect of the Second General
Meeting
Reclassification of the Ordinary Shares 8:00 a.m. on 7 November
Suspension of listing of Reclassified 7:30 a.m. on 8 November
Shares
Second General Meeting 10:00 a.m . on 8 November
Appointment of the Liquidators 8 November
Effective Date for implementation of the 8 November
Scheme
Announcement of the results of Elections, 8 November
the ABD FAV per Share, the Cash Pool NAV
per Share, and the DGN FAV per Share
CREST accounts credited with, and dealings on or soon after 8.00
commence in, New DGN Shares a.m. on 9 November
Certificates despatched in respect of not later than 10 Business
New DGN Shares during or as soon as practicable Days from the Effective
after Date
Cheques despatched to Shareholders who not later than 10 Business
elect for the Cash Option in accordance Days from the Effective
with their entitlements and CREST accounts Date
credited with cash
Cancellation of listing of Reclassified as soon as practicable
Shares after the Effective Date
Note: All references to time in this document 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. If any of the above times and/or dates change, the
revised time(s) and/or date(s) will be notified to Shareholders by
an announcement through a Regulatory Information Service.
Unless otherwise defined, all capitalised terms used but not
defined in this announcement shall have the meaning as given to
them in the Circular.
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The DGN
Prospectus will also shortly be available on Asia Dragon's website
at www.asiadragontrust.co.uk where further information on Asia
Dragon can also be found.
For further information please contact:
abrdn New Dawn Investment Trust plc Contact via AFML
Donald Workman
abrdn Fund Managers Limited
Maria Allen +44 (0) 20 3680 0305
Stephanie Hocking +44 (0) 7514 064 988
Panmure Gordon (UK) Limited
Alex Collins
Sapna Shah
Ashwin Kohli
Daphne Zhang +44 (0) 20 7886 2500
General
The content of the Company's web-pages and the content of any
website or pages which may be accessed through hyperlinks on the
Company's web-pages, other than the content of the document
referred to above, is neither incorporated into nor forms part of
the above announcement.
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.
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END
CIRUUSUROVUKUAR
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