REG-Aberforth Split Level Income Trust Plc: Statement re Result of Elections and Reclassification of the Shares
26/06/2024 12:30
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 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 (the "Company") or Aberforth Geared Value & Income Trust plc
(“AGVIT”) 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 AGVIT and any supplement thereto or the final circular
published by the Company.
Aberforth Split Level Income Trust plc
Result of Elections and Reclassification of the Shares
Result of Elections In connection with the proposals for a combination of the assets of Aberforth Split Level Income Trust plc (the “ Company ”) with Aberforth Geared Value & Income Trust plc (" AGVIT ") by means of a scheme of reconstruction and members' voluntary liquidation of the Company under section 110 of the Insolvency Act 1986 (the " Scheme "), the Board of the Company announces that the results of Elections under the Scheme were as follows: Elections for AGVIT Ordinary Shares were made, or deemed
to have been made, in respect of: * 123,133,500 of the Company’s Ordinary Shares (representing approximately 64.7 per cent. of the Company’s Ordinary Shares in issue); and
* 168,108 of the Company’s ZDP Shares (representing approximately 0.3 per cent. of the Company’s ZDP Shares in issue).
Elections for AGVIT ZDP Shares were made, or deemed to have been made, in respect of: * 22,056,562 of the Company’s ZDP Shares (representing approximately 46.4 per cent. of the Company’s ZDP Shares in issue).
Elections for Cash were made, or deemed to have been made, in respect of: * 67,116,500 of the Company’s Ordinary Shares (representing 35.3 per cent. of the Company’s Ordinary Shares in issue; and
* 25,337,830 of the Company’s ZDP Shares (representing approximately 53.3 per cent. of the Company’s ZDP Shares in issue).
Reclassification of Shares
Elections for AGVIT Shares pursuant to the Scheme are subject to any scaling back required under the terms of the Proposals, in particular, to ensure that AGVIT will have a ratio of AGVIT Ordinary Shares to AGVIT ZDP Shares of 8:3. Following the application of this scaling back, the Company’s Shares will be reclassified as follows: 190,250,000 Ordinary Shares will be reclassified as: * 67,116,500 shares with “A” rights (being Ordinary Shares in respect of which Elections were made, or were deemed to have
been made, for cash);
* 123,133,500 shares with “C” rights (being Ordinary Shares in respect of which Elections were made, or were deemed to have been made, for AGVIT Ordinary Shares); and
* 0 shares with “D” rights (being Ordinary Shares in respect of which Elections were deemed to have been made for AGVIT ZDP Shares).
47,562,500 ZDP Shares will be reclassified as: * 25,337,830 shares with “B” rights (being ZDP Shares in respect of which Elections were made, or were deemed to have been made, for cash);
* 22,056,562 shares with “E” rights (being ZDP Shares in respect of which Elections were made, or were deemed to have been made, for AGVIT ZDP Shares); and
* 168,108 shares with “F” rights (being ZDP Shares in respect of which Elections were made, or were deemed to have been made, for AGVIT Ordinary Shares).
Applications have been made to the Financial Conduct Authority and to the London Stock Exchange for the listing in respect of the Company's Shares to be amended to reflect the reclassification of its Shares as Reclassified Shares. It is expected that such amendment will become effective from 8.00 a.m. on 27 June 2024. The Reclassified Shares will be suspended from listing at 7.30 a.m. on 28 June 2024. 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 General Meeting of the Company convened for 28 June 2024. The Scheme will not become effective unless that resolution is passed.
Expected timetable
2024
Announcement of the results of the Elections and Reclassification of the Shares 26 June
Reclassification of the Shares and admission of the Reclassified Shares to the London Stock Exchange 8.00 a.m. on 27 June
Announcement of (i) the results of the AGVIT Placing and Offer, (ii) the TAV per ZDP Share and the FAV per Ordinary Share and (iii) the number of AGVIT Ordinary Shares and AGVIT ZDP Shares to be issued pursuant to the Scheme 27 June
Suspension of listing of and dealing in Reclassified Shares and Company’s Register closes 7.30 a.m. on 28 June
Second General Meeting 10.00 a.m. on 28 June
Effective Date for implementation of the Proposals and commencement of the liquidation of the Company 28 June
Admission to listing of, and dealings commence in, (i) the AGVIT Shares issued pursuant to the Scheme and (ii) the AGVIT Shares issued pursuant to the AGVIT Placing and Offer 8.00 a.m. on 1 July
AGVIT Shares issued in uncertificated form credited to CREST accounts of Shareholders under the Scheme as soon as is reasonably practicable on 1 July
AGVIT Shares issued in uncertificated form credited to CREST accounts of AGVIT Shareholders under the AGVIT Placing and Offer as soon as is reasonably practicable on 1 July
CREST payments made in respect of cash entitlements of Shareholders under the Scheme 12 July
Cheques despatched in respect of cash entitlements of Shareholders under the Scheme 12 July
Definitive certificates in respect of AGVIT Shares issued in certificated form pursuant to the Scheme despatched to Shareholders entitled thereto 12 July
Cancellation of listing of the Reclassified Shares as soon as practicable after the Effective Date
All references to time in this announcement are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meetings) may be extended or brought forward without further notice. If any of the above times and/or dates changes, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service provider.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning as given to them in the Circular. Copies of the Circular are available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information, please contact:
Investment Managers
Aberforth Partners LLP +44 (0) 131 220 0733
Euan Macdonald
Peter Shaw
Financial Advisers to the Company and Sponsor & Placing Agent to AGVIT
J.P. Morgan Cazenove (JPMC) +44 (0) 203 493 8000
William Simmonds Rupert Budge
Solicitors to the Company and AGVIT Dickson Minto LLP +44 (0) 207 649 6823
Douglas Armstrong
Legal Entity Identifier: 21380013QYWO82NZV529
Important notices
This announcement does not constitute a prospectus relating to AGVIT, 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 AGVIT 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 AGVIT Prospectus (which is
available from Aberforth Partners LLP's website at www.aberforth.co.uk).
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 U.S.
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.
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