TIDMASCA TIDMASCB TIDMASCC
RNS Number : 4175V
abrdn Smaller Companies Inc Tst plc
01 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM 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, ANY MEMBER STATE
OF THE EEA, OR ANY 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 upon in connection with, or act as an inducement to enter
into, any contract or commitment whatsoever.
1 December 2023
ABRDN SMALLER COMPANIES INCOME TRUST PLC
Legal Entity Identifier: 213800J6D2TVHRGKBG24
Result of Second General Meeting and Scheme Entitlements
In connection with the proposals for a combination of abrdn
Smaller Companies Income Trust plc ("ASCI" or the "Company") with
Shires Income plc ("Shires" or "SHRS") by way of a scheme of
reconstruction of the Company under Section 110 of the Insolvency
Act 1986 (the "Scheme"), the Board of the Company announces the
result of the Second General Meeting and Scheme entitlements.
Defined terms used in this announcement have the meanings given
in the Company's circular to Shareholders dated 17 October 2023
(the "Circular").
The Circular is available for viewing on the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website at
www.abrdnsmallercompaniesincome.co.uk .
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, Gareth Rutt Morris and Andrew Martin Sheridan,
both of FRP Advisory Trading Limited of Kings Orchard, 1 Queen
Street, Bristol BS2 0HQ, have been appointed as joint liquidators
of the Company. 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 www.abrdnsmallercompaniesincome.co.uk .
Resolution Votes For % Votes % Votes % Issued Votes
(including Against Total Share Capital Withheld(2)
Discretionary) represented
by Votes
Total(1)
To appoint
the Liquidators,
place the
Company
into members'
voluntary
liquidation
in accordance
with the
Scheme and
grant the
Liquidators
certain
powers. 7,346,706 99.04 71,001 0.96 7,417,707 33.55 22,052
---------------- ------ --------- ----- ---------- -------------- -------------
(1.) The number of Ordinary Shares in issue as at the voting
record time of 6.30 p.m. (London time) on 29 November 2023 (the
"Voting Record Time") was 22,109,765 . 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 22,109,765
.
(2.) 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 a resolution.
The full text of the special resolution can be found in the
Notice of Second General Meeting contained in the Circular.
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, 1
December 2023, 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 at 8:00 a.m. on 4 December 2023.
Scheme Entitlements
As at the Calculation Date the entitlements calculated in
accordance with the terms of the Scheme were as follows:
-- ASCI FAV per Share: 244.910837 pence
-- Cash NAV per Share: 239.309183 pence
-- SHRS FAV per Share: 247.121655 pence
Therefore, Shareholders will receive the following cash and/or
number of SHRS Shares.
For Shareholders that elected (or are deemed to have elected) to
receive SHRS Shares:
-- each Reclassified Share with "A" rights attached to it will receive 0.991054 SHRS Shares.
Fractional entitlements to New SHRS Shares will not be issued
under the Scheme and entitlements will be rounded down to the
nearest whole number. No cash payment will be made or returned in
respect of any fractional entitlements, which will be retained for
the benefit of Shires.
For Shareholders that elected for the Cash Option:
-- each Reclassified Share with "B" rights attached to it will receive 239.309183 pence in cash.
Shires, as the only beneficial holder of Reclassified Shares
with "C" rights, will receive a distribution in specie with an
aggregate value of GBP7,380,941.57, being Shires' pro rata share of
the Rollover Pool.
As noted in the Circular, the Directors have set aside
sufficient assets in the Liquidation Pool to meet all estimated
liabilities and contingencies, including the costs of the winding
up of the Company and the costs of implementing the Scheme. The
Directors have also provided in the Liquidation Pool for a
retention of GBP100,000 which they, together with the joint
Liquidators, consider sufficient to meet any unknown or
unascertained liabilities of the Company.
The Liquidation Pool will be applied by the joint Liquidators in
discharging all current and future actual and contingent
liabilities of the Company. Any balance remaining after discharging
such liabilities from the Liquidation Pool will in due course be
distributed to Shareholders pro rata to their respective holdings
of Ordinary Shares in accordance with the terms of the Scheme.
In accordance with the Circular, Shareholders who elected, or
were deemed to have elected, for the Rollover Option will receive
their new SHRS Shares via CREST on 4 December 2023 and, in relation
to certificated Shareholders, by no later than 10 Business Days
from the Effective Date of 1 December 2023. Shareholders who
elected, or were deemed to have elected, for the Cash Option will
receive their entitlements within 10 Business Days from the
Effective Date via CREST and/or cheque.
As announced on 30 October 2023, the pre-liquidation dividend of
14.75 pence per Ordinary Share was paid on 24 November 2023 to
those Shareholders who were on the register as at close of business
on 10 November 2023.
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 Shires should be made to abrdn
Fund Managers Limited, whose contact details are below.
For further information please contact:
Liquidators
Gareth Morris
Susan Evans +44(0) 117 203 3700
abrdn Fund Managers Limited +44 (0) 131 372 2200
General
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referred to above, is neither incorporated into nor forms part of
the above announcement.
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END
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