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 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 upon in connection with, or act as
an inducement to enter into, any contract or commitment
whatsoever.
28 June 2024
Aberforth
Split Level Income Trust plc
Legal
Entity Identifier:
21380013QYWO82NZV529
Result
of Second General Meeting
In
connection with the proposals for the voluntary winding up of
Aberforth Split Level Income Trust plc (the "Company"
or "ASLIT") and
combination with Aberforth
Geared Value & Income Trust plc ("AGVIT")
by way of a scheme of reconstruction of the Company under section
110 of the Insolvency Act 1986 (the "Scheme"),
the Company is pleased to announce the result of the Second General
Meeting.
Defined
terms used in this announcement have the meanings given in the
Company's circular to shareholders dated 28
May 2024 unless the context otherwise requires.
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, Derek Neil Hyslop and
Richard Peter Barker, both of Ernst
& Young LLP, have been appointed as joint liquidators of the
Company and the Scheme has become unconditional. Accordingly, the
second special resolution set out in the Notice of Second General
Meeting was withdrawn. 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
https://www.aberforth.co.uk/trusts-and-funds/aberforth-split-level-income-trust-plc.
Special Resolution
|
Votes For (including Discretionary)
|
%
|
Votes Against
|
%
|
Votes Total
|
% Issued Share Capital represented by Votes
Total
1
|
Votes Withheld
2
|
To appoint the Liquidators, place the Company into members'
voluntary liquidation in accordance with the Scheme and grant the
Liquidators certain powers.
|
79,213,523
|
99.8%
|
125,876
|
0.2%
|
79,339,399
|
41.7%
|
8,718
|
-
Only
Ordinary Shareholders were entitled to vote on this resolution. The
number of Ordinary Shares in issue as at the voting record time of
6.30 p.m. (London time) on 26 June
2024 (the "Voting
Record Time") was
190,250,000. As at that date no Ordinary Shares were held in
treasury. Therefore, the total number of voting rights in the
Company as at the Voting Record Time was
190,250,000.
-
A
"vote withheld" is not a vote in law and will not be counted in the
calculation of the proportion of the votes for and against the
resolution.
The full
text of the special resolution proposed at the Second General
Meeting is set out in the Notice of Second General Meeting
contained in the Company's circular to Shareholders dated
28 May 2024 (the "Circular").
The
Circular is available for viewing on the Company's website
at
https://www.aberforth.co.uk/trusts-and-funds/aberforth-geared-value-income-trust-plc
and at the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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, 28 June
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 as soon as practicable after the Effective
Date.
Scheme
Calculations and Issue Update
A
statement on the Scheme calculations and an update on the Issue
were set out in the announcements made by ASLIT and AGVIT on 26 and
27 June 2024.
Following
the appointment of the joint Liquidators, all further enquiries
regarding the Company should be made to the joint Liquidators,
whose contact details are below.
All
further queries regarding AGVIT should be made to Aberforth
Partners LLP, whose contact details are below.
For
further information please contact:
Liquidators
Derek
Hyslop
Richard
Barker
|
+44 20
7783 0293
|
Aberforth
Partners LLP
Euan
Macdonald
Peter
Shaw
|
+44 (0)
131 220 0733
|
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.