REG - abrdn Euro Logistics - Publication of Circular/Notice of General Meeting

abrdn European Logistics IncomeAnnouncement

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RNS Number : 6226Q  abrdn European Logistics Income plc  28 January 2026

abrdn European Logistics Income plc
LEI: 213800I9IYIKKNRT3G50

28 January 2026

Publication of Circular and Notice of Requisitioned General Meeting

The Board of abrdn European Logistics Income plc (the "Company" or "ASLI")
announces that it has today published a circular (the "Circular") in
connection with the request to requisition a general meeting of the Company
(the "Requisition") from Vidacos Nominees Limited, as nominee on behalf of DL
Invest Group ISR SARL ("DL Invest").

The Circular contains a notice convening a general meeting of the Company
which will be held at 18 Bishops Square, London E1 6EG on 20 February 2026 at
10.00 a.m. (the "Requisitioned General Meeting"). The Circular will shortly be
made available on the Company's website at  www.eurologisticsincome.co.uk
(http://www.eurologisticsincome.co.uk) .

The Circular includes the background to, and reasons for, the Requisitioned
General Meeting and why the Board unanimously recommends that Shareholders
vote AGAINST each of the resolutions that will be proposed at the
Requisitioned General Meeting.

The Requisition and the DL Invest proposals

As announced on 12 January 2026, the Requisition received from DL Invest, who
became a Shareholder in the Company in October 2025 when the disposal
programme was already significantly advanced, requests that the Directors
convene the Requisitioned General Meeting for the purpose of allowing
Shareholders to consider the requisitioned business (the "Requisitioned
Business") which was stated in the Requisition to be:

(a)       "the replacement of the Company's investment policy dated 23
July 2024 (the "Existing Investment Policy") with a replacement investment
policy on terms substantially similar to the investment policy of the Company
which was in effect prior to the adoption of the Existing Investment Policy,
subject to approval of the Financial Conduct Authority where required, and the
Company's ongoing disposal strategy to implement the current Investment Policy
shall be terminated" and

(b)       "that the Company shall seek to negotiate the replacement of
the Company's existing investment manager with DL Invest Group, including
negotiating the terms of a new investment management agreement with DL Invest
Group and the termination of the Company's existing investment management
agreement".

This Requisitioned Business, when presented as Shareholder resolutions which
can be voted on by Shareholders, represents instructions to the Board to take
certain management actions.

Article 108 of the Company's Articles (Powers of the Board) provides that:

"Subject to the provisions of the Companies Act, these Articles and to any
directions given by special resolution of the Company, the business of the
Company shall be managed by the Board, which may exercise all the powers of
the Company, whether relating to the management of the business or not."

Consequently, in order to have any binding effect on the Board, resolutions to
implement the Requisitioned Business must be proposed as special resolutions
which will require at least 75 per cent. of the votes cast in person or by
proxy to be voted in favour of them.

The resolutions to be proposed, therefore, at the Requisitioned General
Meeting will be:

1.   THAT, the Directors be instructed to: (i) subject to the approval of
the Financial Conduct Authority, where required, replace the Company's
investment objective and investment policy dated 23 July 2024 (the "Existing
Investment Objective and Investment Policy") with a replacement investment
objective and investment policy on terms substantially similar to the
investment objective and investment policy of the Company which was in effect
prior to the adoption of the Existing Investment Objective and Investment
Policy, and (ii) terminate the Company's ongoing disposal strategy to
implement the Existing Investment Objective and Investment Policy.

2.   THAT, the Directors be instructed to: (i) seek to negotiate the
replacement of the Company's existing investment manager with DL Invest Group
S.A., including negotiating the terms of a new investment management agreement
with DL Invest Group S.A., and (ii) serve notice of termination on the
Company's existing alternative investment fund manager, abrdn Fund Managers
Limited.

(the "Resolutions").

The first proposed resolution seeks to replace the Company's current
investment objective and investment policy, adopted in July 2024, to implement
the managed wind-down, with a new investment objective and investment policy
on terms substantially similar to the investment objective and investment
policy in effect prior to the adoption of the managed wind-down. If approved,
this resolution would terminate the Company's existing disposal strategy and
require the Company to cease implementation of the Shareholder-approved
wind-down. Any such change would also be subject to FCA approval of the
amended investment policy, which introduces potential uncertainty as to timing
and outcome.

The second proposed resolution seeks to compel the Company to negotiate the
replacement of its existing investment manager with DL Invest Group S.A.,
including negotiating the terms of a new investment management agreement and
the termination of the current investment management agreement. This
resolution is not self-executing so, even if passed, would not result in the
immediate appointment of DL Invest Group S.A. as investment manager. Any
change to the Company's management arrangements would require further detailed
negotiations and approvals, again with no certainty as to either timing or
outcome.

Taken together, the Resolutions would require the Company to abandon the
managed wind-down at a point when it is near to its conclusion, and to enter a
period of strategic and operational uncertainty. This would involve additional
cost and Board time and would delay any further return of capital to
Shareholders, while the Company explored outcomes that are, at present,
materially undefined and contingent on further steps.

The Board believes it is important that Shareholders understand that approving
the Resolutions would not, of itself, deliver a definitive alternative
strategy, certainty of capital return or clarity on future management
arrangements.

Why the Board Unanimously Recommends Voting AGAINST each of the Resolutions

The Board has given careful consideration to the Requisition and the
Resolutions being put forward. Having done so, the Board unanimously
recommends that Shareholders vote AGAINST both Resolutions for the following
reasons.

The Managed Wind-Down Is Well Advanced and Near Conclusion

The managed wind-down approved by Shareholders in July 2024 is now well
advanced and approaching completion. Since the adoption of the managed
wind-down investment policy, the Company has completed the sale of 23 of the
original 27 assets in its portfolio, generating aggregate gross sales proceeds
of over €420 million before repayment of associated debt. Significant
capital has already been returned to Shareholders via the B share scheme.

The remaining assets in the portfolio are all either under offer or subject to
advanced due diligence, with sales processes well progressed. Based on the
current status of these transactions, the Board expects the remaining
disposals to complete over the coming months.

The Board believes that completing the remaining asset sales and returning the
balance of capital to Shareholders in the near term provides the most clarity
and certainty on value. Shareholders will then be able to determine how best
to deploy those proceeds in line with their individual investment objectives,
rather than the Company retaining this capital and entering a period of
uncertainty and delay by revisiting its strategy at a late stage in the
process.

The Resolutions Would Introduce Uncertainty and Delay at a Late Stage

Approval of the Resolutions would require the Company to pause or abandon the
existing disposal strategy and enter a period of further review, negotiation
and FCA engagement. This would delay any further return of capital to
Shareholders and introduce uncertainty as to both timing and outcomes.

Importantly, the Resolutions do not of themselves deliver a definitive
alternative strategy, funding structure or management arrangement. Even if
passed, they would simply initiate a process with no certainty as to whether
or on what basis it could be completed, how long it would take, or what the
ultimate outcome for Shareholders would be.

Additional Cost and Distraction Would Reduce Value for Shareholders

Complying with the Requisition and considering the proposed Resolutions
necessarily involves additional legal, advisory and administrative costs, as
well as management and Board time. Approval of the Resolutions would result in
further costs being incurred as the Company explored alternative strategies
and management arrangements.

These costs would ultimately be borne by Shareholders and would reduce the net
proceeds available for return. The Board believes that incurring further cost
and distraction at this stage is not justified, particularly when weighed
against the certainty of completing the wind-down and returning capital to
Shareholders.

The Board's Unanimous Recommendation Is Based on the Best Interests of
Shareholders as a Whole

In recent weeks, the Board has engaged with Shareholders through the Company's
adviser, Investec Bank plc. That engagement has reinforced the Board's view
that there is no meaningful support among the wider Shareholder base for the
proposals being put forward by DL Invest or for revisiting the mandate
overwhelmingly approved by Shareholders in July 2024 at this late stage.

The Board recognises that individual Shareholders may hold differing views or
preferences, including a desire to pursue alternative strategies. However,
taking into account the feedback received, the substantial progress already
made in implementing the managed wind-down, and the clear line of sight to
completion, the Board believes that completing the strategy approved by
Shareholders remains the most appropriate course for the Company and in the
best interests of Shareholders as a whole.

Expected Timetable for Requisitioned General Meeting

 Latest time and date for receipt of Forms of Proxy and electronic proxy    10.00 a.m., 18 February 2026
 appointments for the Requisitioned General Meeting
 Requisitioned General Meeting                                              10.00 a.m., 20 February 2026
 Announcement of results of the Requisitioned General Meeting               20 February 2026

 

Tony Roper, Chairman of abrdn European Logistics Income plc, said: "The
Company has made substantial progress in executing the managed wind-down since
Shareholders provided their overwhelming support for it in July 2024. To date,
23 of the original 27 assets have been sold and over £160 million of capital
has been returned to Shareholders. The remaining assets are all under offer or
exchanged, with completions expected in the coming months.

With the managed wind-down now at a very advanced stage, the Board unanimously
believes that completing it remains the best course of action for Shareholders
as a whole and recommends that Shareholders vote against both Resolutions."

 

 

 Enquiries:

Aberdeen                                      +44 (0) 20 7156 2382

 Ben Heatley

 Investec Bank plc                             +44 (0) 20 7597 4000

 David Yovichic

 Denis Flanagan

 FTI Consulting                                +44 (0) 20 3727 1000

 Edward Knight

 Dido Laurimore

 Richard Gotla

 

 

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