Aberforth Gd Inc Tt Statement re Elections under Scheme
20 Juni 2017 - 12:29PM
UK Regulatory
TIDMAGIT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR INTO OR FROM
CANADA, AUSTRALIA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA.
This announcement is an advertisement and not a prospectus. 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 Geared Income Trust plc (the "Company") or
Aberforth Split Level Income Trust plc ("ASLIT") 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 ASLIT and any supplement thereto or the
final circular published by the Company.
20 June 2017
Aberforth Geared Income Trust plc (the "Company") - Elections under Scheme
Further to the proposals for the reconstruction and winding up of the Company
which were announced on 19 May 2017, the results of elections under the Scheme
were as follows:
* elections for ordinary shares in Aberforth Split Level Income Trust plc
("ASLIT") were made, or deemed to have been made in respect of:
+ 64,492,056 of the Company's Ordinary Shares (representing approximately
58.9 per cent. of the Company's Ordinary Shares in issue); and
+ 3,492,087 of the Company's Zero Dividend Preference Shares
(representing approximately 4.8 per cent. of the Company's Zero
Dividend Preference Shares in issue).
* elections for zero dividend preference shares in ASLIT were made in respect
of:
+ 36,314,439 of the Company's Zero Dividend Preference Shares
(representing approximately 49.7 per cent. of the Company's Zero
Dividend Preference Shares in issue).
* elections for cash were made, or deemed to have been made in respect of:
+ 45,007,944 of the Company's Ordinary Shares (representing approximately
41.1 per cent. of the Company's Ordinary Shares in issue); and
+ 33,193,474 of the Company's Zero Dividend Preference Shares
(representing approximately 45.5 per cent. of the Company's Zero
Dividend Preference Shares in issue).
The elections for ASLIT Shares pursuant to the Scheme may be subject to any
scaling back required under the terms of the Proposals.
A further announcement in respect of the reclassification of the Company's
Shares, the result of ASLIT's Placing and Offer and the number of ASLIT
Ordinary Shares and ASLIT ZDP Shares to be issued will be made on 29 June 2017.
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 Meeting of the Company convened for 30
June 2017. The Scheme will not become effective unless the resolution is
passed.
EXPECTED TIMETABLE
All references are to UK time. 2017
Calculation Date the close of business on
Friday, 23 June
Latest time and date for receipt of applications 3.00 p.m. on Monday, 26 June
under the Placing*
Latest time and date for receipt of green forms of 11.00 a.m. on Wednesday, 28
proxy for the Second Meeting June
Shares disabled in CREST 7.30 a.m. on Wednesday, 28 June
Regulatory Information Service announcement of the 29 June
results of the ASLIT Placing and Offer and the
number of ASLIT Ordinary Shares and ASLIT ZDP Shares
to be issued pursuant to the Scheme
Amendment to the Of?cial List and dealings in 8.00 a.m. on Thursday, 29 June
Reclassi?ed Shares commence on the London Stock
Exchange
Dealings in Reclassi?ed Shares suspended 7.30 a.m. on Friday, 30 June
Second Meeting 11.00 a.m. on Friday, 30 June
Effective Date for implementation of the Proposals Friday, 30 June
and commencement of the liquidation of the Company
Admission to listing of the ASLIT Shares to be 8.00 a.m. on Monday, 3 July
issued pursuant to the Scheme and of the ASLIT
Shares to be issued pursuant to the ASLIT Placing
and Offer
ASLIT Shares issued in uncerti?cated form credited 8.00 a.m. on Monday, 3 July
to CREST accounts of Shareholders under the Scheme
ASLIT Shares issued in uncerti?cated form credited 11.00 a.m. on Monday, 3 July
to CREST accounts of ASLIT Shareholders under the
Placing and Offer
CREST payments made in respect of cash entitlements Friday, 7 July
of Shareholders under the Scheme
Cheques despatched in respect of cash entitlements Friday, 7 July
of Shareholders under the Scheme
De?nitive certi?cates in respect of ASLIT Shares week commencing Monday, 10 July
issued in certi?cated form pursuant to the Scheme
despatched to Shareholders entitled thereto
Cancellation of listing of the Reclassi?ed Shares Monday, 10 July
Each of the times and dates in the above expected timetable (other than in
relation to the Meetings) may be extended or brought forward without further
notice. If any of the above times and/or dates change, the revised time(s) and/
or date(s) will be noti?ed to Shareholders by an announcement through a
Regulatory Information Service provider.
*The Directors may, with the prior approval of J.P. Morgan Cazenove, alter such
dates and thereby lengthen the period for returning Application Forms under the
Offer making commitments under the Placing to a date no later than 30 June 2017
and/or the date of Admission to a date or dates no later than 31 July 2017. The
Company will notify investors of any such changes to these dates by making an
announcement via a Regulatory Information Service. All references in the
announcement to times are to London times.
Terms used in this announcement shall have the same meaning as set out in the
Circular published by the Company on 19 May 2017.
For further information, please contact:
Investment Managers
Aberforth Partners LLP +44 (0) 131 220 0733
Euan Macdonald
Alistair Whyte
Advisers to the Company
Dickson Minto W.S. +44 (0) 207 649 6823
Douglas Armstrong
Advisers to ASLIT
J.P. Morgan Cazenove (JPMC) +44 (0) 207 742 4000
William Simmonds
Edward Gibson-Watt
Oliver Kenyon
Kepler Partners LLP +44 (0) 203 384 8796
Hugh van Cutsem
The information contained in this announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time.
Dickson Minto W.S., which is authorised and regulated by the Financial Conduct
Authority, is acting only for the Company in connection with the matters
described in this announcement and is not acting for or advising any other
person, or treating any other person as its client, in relation thereto and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Dickson Minto W.S. or advice to any other
person in relation to the matters contained herein.
J.P. Morgan Cazenove, which is authorised and regulated by the Financial
Conduct Authority, is acting only for ASLIT in connection with the matters
described in this announcement and is not acting for or advising any other
person, or treating any other person as its client, in relation thereto and
will not be responsible to anyone other than the ASLIT for providing the
protections afforded to clients of J.P. Morgan Cazenove or advice to any other
person in relation to the matters contained herein.
Kepler Partners LLP, which is authorised and regulated by the Financial Conduct
Authority, is acting only for ASLIT in connection with the matters described in
this announcement and is not acting for or advising any other person, or
treating any other person as its client, in relation thereto and will not be
responsible to anyone other than the ASLIT for providing the protections
afforded to clients of Kepler Partners LLP or advice to any other person in
relation to the matters contained herein.
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology. All statements other than statements on historical facts included
in this announcement, including, without limitation, those regarding the
Company's financial position, strategy, plans, proposed acquisitions and
objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and,
accordingly, ASLIT's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements. These forward-looking statements speak only
as at the date of this announcement and cannot be relied upon as a guide to
future performance. Aberforth Partners LLP and Dickson Minto W.S. expressly
disclaim any obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual or any change in the assumptions,
conditions or circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000, the
Prospectus Rules of the Financial Conduct Authority or other applicable laws,
regulations or rules.
None of the Company, ASLIT, Aberforth Partners LLP, J.P. Morgan Cazenove or
Dickson Minto W.S., or any of their respective affiliates, accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to this announcement, including the truth,
accuracy or completeness of this information in this announcement (or whether
any information has been omitted from the announcement) or any other
information relating to the Company or associated companies, whether written,
oral or in visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the announcement or
its contents or otherwise arising in connection therewith. The Company, ASLIT,
Aberforth Partners LLP and Dickson Minto W.S., and their respective affiliates,
accordingly disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this announcement or
its contents or otherwise arising in connection therewith.
This announcement does not constitute a prospectus relating to ASLIT, 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 ASLIT 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 prospectus being considered
for publication by ASLIT in due course. The contents of such prospectus will,
if published, supersede the information in this announcement.
Nothing in this announcement constitutes investment advice and any
recommendations that may be contained herein have not been based upon a
consideration of the investment objectives, financial situation or particular
needs of any specific recipient. Copies of the prospectus are available from
www.morningstar.co.uk/uk/nsm.
END
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