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 (“AGIT” or “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 AGIT.
27 June
2017
Aberforth Geared Income Trust plc
Scheme Calculations
Further to the election results in connection with the
reconstruction and winding up of the Company announced on
20 June 2017, the Board confirms the
Formula Asset Value (FAV) per Ordinary Share and the Terminal Asset
Value (TAV) per Zero Dividend Preference Share that will be used
for the calculation of entitlements under the recommended Scheme
(the "Scheme") and to determine the number of shares in Aberforth
Split Level Income Trust plc ("ASLIT") to be issued to AGIT
Shareholders.
Under the terms of the Scheme, details of which were set out in
the circular to Shareholders dated 19 May
2017:
- the FAV per Ordinary Share (being the entitlement of an
Ordinary Share pursuant to the Scheme, calculated on the basis of
the net asset value of the Company as at close of business on
23 June 2017 (the "Calculation
Date")) was 251.34p; and
- the TAV per Zero Dividend Preference Share (being the
entitlement of a Zero Dividend Preference Share pursuant to the
Scheme) was 159.70p.
In accordance with the Scheme, PricewaterhouseCoopers LLP have
performed specific procedures over the calculations of the FAV per
Ordinary Share and the TAV per Zero Dividend Preference Share and
no exceptions were reported. The procedures performed by
PricewaterhouseCoopers LLP did not constitute an audit of the
Company.
For the purposes of the Scheme, the ASLIT Ordinary Shares will
be issued at 100p and the ASLIT Zero Dividend Preference Shares
will be issued at 100p.
Based on the FAV per Ordinary Share and the TAV per Zero
Dividend Preference Share set out above:
-
an AGIT Ordinary Shareholder who elected or was deemed to have
elected for the Ordinary Rollover Option in respect
of any Ordinary Shares shall receive approximately 2.5134 ASLIT
Ordinary Shares under the Scheme in respect of each such Ordinary
Share held;
-
an AGIT Ordinary Shareholder who elected for the Ordinary
Cash Option in respect of any Ordinary Shares shall receive
251.34p under the Scheme in respect of each such Ordinary Share
held;
-
an AGIT Zero Dividend Preference Shareholder who elected for the
ZDP Rollover ZDP Option in respect of any Zero
Dividend Preference Shares shall receive approximately 1.597 ASLIT
Zero Dividend Preference Shares under the Scheme in respect of each
such Zero Dividend Preference Share held;
-
an AGIT Zero Dividend Preference Shareholder who elected for the
ZDP Rollover Ordinary Option in respect of any Zero
Dividend Preference Shares shall receive approximately 1.597 ASLIT
Ordinary Shares under the Scheme in respect of each such Zero
Dividend Preference Share held;
- an AGIT Zero Dividend Preference Shareholder who elected or was
deemed to have elected for the ZDP Cash Option in
respect of any Zero Dividend Preference Shares shall receive
159.70p under the Scheme in respect of each such Zero Dividend
Preference Share held.
Fractions of Shares which would otherwise arise will be rounded
down to the nearest whole number of Shares.
In accordance with the Scheme, and as described in the ASLIT
Prospectus and AGIT Circular, the ASLIT Board shall have discretion
(after consultation with the Investment Managers and J.P.Morgan
Cazenove) to scale back elections and/or applications under the
Issues to ensure that ASLIT: (i) will not be larger than the
Company; and (ii) will have a ratio of ASLIT Ordinary Shares to
ASLIT ZDP Shares of 4:1. In exercising its discretion, the ASLIT
Board intends to seek to ensure a fair allocation between
Shareholders who elect for the Rollover Options and, in allocating
ASLIT Ordinary Shares, give preference, as far as practicable, to
those existing Ordinary Shareholders who have elected (or are
deemed to elect) for the Ordinary Rollover Option and, in
allocating ASLIT ZDP Shares, the ASLIT Board intends to give
preference, so far as practicable, to those investors who have
subscribed for or rolled into ASLIT Ordinary Shares.
In accordance with the timetable a Regulatory Information
Service announcement of the results of the Placing and Offer and
the number of Ordinary Shares and ZDP Shares to be issued pursuant
to the Scheme will be released 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
general 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 |
Amendment to the
Offcial List and dealings in Reclassi?ed Shares commence on the
London Stock Exchange |
8.00 a.m. on Thursday,
29 June |
Dealings in Reclassifed
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 and commencement of the liquidation
of the Company |
Friday, 30 June |
Admission to listing of
the ASLIT Shares to be issued pursuant to the Scheme and of the
ASLIT Shares to be issued pursuant to the ASLIT Placing and
Offer |
8.00 a.m. on Monday, 3
July |
ASLIT Shares issued in
uncertifcated form credited to CREST accounts of Shareholders under
the Scheme |
8.00 a.m. on Monday, 3
July |
ASLIT Shares issued in
uncertifcated form credited to CREST accounts of ASLIT Shareholders
under the Placing and Offer |
11.00 a.m. on Monday,
3 July |
CREST payments made in
respect of cash entitlements of Shareholders under the Scheme |
Friday, 7 July |
Cheques despatched in
respect of cash entitlements of Shareholders under the Scheme |
Friday, 7 July |
Defnitive certifcates
in respect of ASLIT Shares issued in certi?cated form pursuant to
the Scheme despatched to Shareholders entitled thereto |
week commencing
Monday, 10 July |
Cancellation of listing
of the Reclassifed 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 notifed to Shareholders by an announcement through
a Regulatory Information Service provider.
Terms used in this announcement shall have the same meaning as
set out in the Circular published by AGIT on 19 May 2017.
For further information, please contact:
Investment Managers
Aberforth Partners LLP
0131 220 0733
Euan Macdonald
Alistair Whyte
Advisers to the Company
Dickson
Minto W.S.
0207 649 6823
Douglas Armstrong
Advisers to ASLIT
J.P. Morgan Cazenove (JPMC)
0207 742 4000
William Simmonds
Edward Gibson-Watt
Oliver Kenyon
Kepler Partners
LLP
0203 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.