REG - abrdn Euro Logistics - Publication of B Share Circular and Notice of GM

abrdn European Logistics IncomeAnnouncement

06/11/2024 07:00

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RNS Number : 0115L  abrdn European Logistics Income plc  06 November 2024

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO MAY RESULT IN THE
CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH
JURISDICTION

6 November 2024

abrdn European Logistics Income plc

Publication of B Share Scheme Circular and Notice of General Meeting

The Board of abrdn European Logistics Income plc (the "Company") today
announces details of its proposal to implement a B Share mechanism to
facilitate the return of capital to Shareholders as part of the managed
wind-down which the Company is now undergoing.

At a general meeting of the Company held on 23 July 2024, Shareholders
approved a change to the investment objective and policy of the Company.
Following this change, the Company's objective is now to realise all existing
assets in the Company's portfolio in an orderly manner. The net proceeds from
realisations will be used to repay borrowings and make timely returns of
capital to Shareholders.

Since the general meeting, with the assistance of professional tax advice, the
Board has examined possible methods to structure the planned return of
capital.

B Share Scheme

After careful consideration, the Board believes that one of the fairest and
most efficient ways of returning substantial amounts of cash to Shareholders
is by means of a bonus issue of redeemable B Shares (with a nominal value of
one penny each) which would then be immediately redeemed by the Company in
consideration for a cash payment equal to the amount treated as paid up on the
issue of the B Shares.

The use of B Shares will enable the Company to return capital on a strictly
pro rata basis, ensuring that no individual Shareholder or group of
Shareholders is disadvantaged.

The Board believes that returning capital via the issuance and redemption of B
Shares, rather than via a tender offer, offers the following benefits to
Shareholders:

·      Lower costs - it is currently anticipated that additional
circulars will not need to be prepared to effect any future returns of capital
in contrast to what would be the case with tender offers.  Furthermore,
subject to any change in existing United Kingdom tax law, no stamp duty will
be payable on a return of capital under the redemption of B Shares, compared
to a tender offer where stamp duty at the rate of 0.5 per cent. of the tender
price would be payable.

 

·      Simplicity - Shareholders are not expected to be required to take
any further action to give effect to the first return of capital or any
subsequent returns of capital (although this will be dependent on the amount
and nature of the Company's distributable reserves from time to time). Given
that the capital returns arising through the redemption of B Shares will be
mandatory and applicable to all Shareholders on a pro rata basis, all
Shareholders will be treated equally and no further action will be required
from any Shareholders in order for them to be able to participate in, and
benefit from, such distributions.

 

·      Certainty - there will be greater certainty for the Company and
Shareholders regarding the amount of capital that will be returned to
Shareholders as, unlike tender offers, capital returns made through the
issuance and redemption of B Shares will be made to all Shareholders on a pro
rata basis, without the need for an election.

 

Returns of Capital

Subject to the Resolutions being passed at the General Meeting, the B Share
mechanism will provide the Company with a mechanism to return capital to
Shareholders at such time or times as the Board may, at its absolute
discretion, determine. B Shares will be issued to Shareholders (at no cost to
Shareholders) pro rata to their holdings of Ordinary Shares at the time of
issue of the B Shares and, shortly thereafter, redeemed and cancelled in
accordance with their terms for an amount not exceeding the amount treated as
paid up on the issue of the B Shares. The Company will not allot any fractions
of B Shares, and the entitlement of each Shareholder will be rounded down to
the nearest whole B Share.

Following the redemption and cancellation of the B Shares, the redemption
proceeds will be sent to Shareholders, either through CREST to uncertificated
Shareholders or via cheque or electronic payment (if there is an electronic
payment mandate on file) to certificated Shareholders. Each issue and
redemption of B Shares will be announced via a Regulatory Information Service.

The implementation of the B Share mechanism will not limit the ability of the
Company to return capital to Shareholders by other means and, if the Scheme is
adopted, the Board will continue to review its effectiveness over time.

Circular and Notice of General Meeting

The implementation of the B Share mechanism is subject to Shareholder approval
of the required Resolutions at the General Meeting. The Company has today
published a circular (the "Circular") containing further details of the B
Share proposal and convening a General Meeting of Shareholders to be held at
10.00 a.m. on 22 November 2024 at 18 Bishops Square, London E1 6EG.

A copy of the Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also
be available on the Company's website (https://www.abrdn.com/en-gb/asli).
Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Circular.

 

Enquiries

abrdn Fund Managers Limited
InvestmentTrustInvestorRelations-UK@abrdn.com

 

Investec Bank
plc                                 +44 (0) 20
7597 4000

David Yovichic

Denis Flanagan

 

LEI Number

The Company's LEI Number is 213800I9IYIKKNRT3G50

 

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