AberforthSplit Level Statement re Issue Update
June 29 2017 - 2:00AM
UK Regulatory
TIDMASLI 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 Split Level Income Trust plc ("ASLIT") or
Aberforth Geared Income Trust plc ("AGIT") 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.
29 June 2017
Aberforth Split Level Income Trust plc ("ASLIT") and Aberforth Geared Income
Trust plc ("AGIT")
Further to AGIT's announcements dated 20 June 2017 and 27 June 2017, the demand
for Ordinary Shares and ZDP Shares in ASLIT at 100 pence each was as follows:
Demand for ASLIT Ordinary Demand for ASLIT ZDP Shares
Shares
AGIT Ordinary Shareholders GBP162.1m Not applicable
under the Scheme
AGIT ZDP Shareholders under GBP5.6m GBP58.0m
the Scheme
ASLIT Placing GBP15.0m GBP19.8m
ASLIT Offer for Subscription GBP3.1m GBP2.0m
Total demand GBP185.8m GBP79.8m
185.8 million ASLIT Ordinary Shares will be issued under the Scheme, Placing
and Offer for Subscription in aggregate, to satisfy demand under the table
above.
46.5 million ASLIT ZDP Shares will be issued to satisfy the aggregate demand
for ASLIT ZDP Shares shown in the table above. The ASLIT Board has been
required to scale back elections and subscriptions for ASLIT ZDP Shares and, in
doing so, has sought to give preference, so far as practicable, to those
investors who subscribed for or rolled into ASLIT Ordinary Shares in accordance
with the policy described in the ASLIT Prospectus.
Certain AGIT ZDP Shareholders elected to receive ASLIT Ordinary Shares and
ASLIT ZDP Shares in the Ratio to the extent that any element of their election
for ASLIT ZDP Shares would otherwise have been satisfied in cash as a
consequence of scaling back. An additional 4.5 million ASLIT Ordinary Shares
and 1.1 million ASLIT ZDP Shares will be issued in this regard.
Accordingly, application is being made for 190,250,000 ASLIT Ordinary Shares
and 47,562,500 ASLIT ZDP Shares to be admitted to listing on the Official List
of the UK Listing Authority and to trading on the main market of the London
Stock Exchange at 8.00 a.m. on 3 July 2017. The Admission and completion of the
scheme remain subject also to the passing of the resolution at the second
general meeting of AGIT to be held at 11am on 30 June 2017.
EXPECTED TIMETABLE
All references are to UK time. 2017
Amendment to the Offcial List and dealings in 8.00 a.m. on Thursday, 29 June
Reclassifed Shares commence on the London Stock
Exchange
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 Friday, 30 June
and commencement of the liquidation of AGIT
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 uncertifcated form credited 8.00 a.m. on Monday, 3 July
to CREST accounts of Shareholders under the Scheme
ASLIT Shares issued in uncertifcated 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
Defnitive certifcates in respect of ASLIT Shares week commencing Monday, 10 July
issued in certifcated form pursuant to the Scheme
despatched to Shareholders entitled thereto
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
Prospectus issued by ASLIT and the Circular published by AGIT 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 AGIT
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 AGIT 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 AGIT 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 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 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 AGIT'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 AGIT, 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 AGIT 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. AGIT, 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 AGIT 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 published by
ASLIT on 19 May 2017.
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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