REG - abrdn New Dawn IT - Publication of Circular
22/09/2023 14:00
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RNS Number : 4084N abrdn New Dawn Invest Trust plc 22 September 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO, 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, IN ANY
MEMBER STATE OF THE EEA OR IN ANY OTHER 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 on in connection with or act as an inducement
to enter into any contract or commitment whatsoever.
22 September 2023
abrdn New Dawn Investment Trust plc
Legal Entity Identifier: 5493002K00AHWEME3J36
Proposals for the Voluntary Winding-up of the Company and combination with
Asia Dragon Trust plc
The Board of abrdn New Dawn Investment Trust plc ("ABD" or the "Company")
announces that it has today published a shareholder circular (the "Circular")
setting out proposals for the voluntary winding-up of the Company and
combination with Asia Dragon Trust plc ("Asia Dragon" or "DGN").
On 21 July 2023, the Board announced that it had agreed heads of terms with
Asia Dragon in respect of a proposed combination of the Company with Asia
Dragon to be effected by way of a scheme of reconstruction of the Company
under Section 110 of the Insolvency Act 1986 (referred to as the "Proposals").
Asia Dragon is an investment trust which aims to achieve long-term capital
growth principally through investment into companies in the Asia Pacific
(ex-Japan) region which are believed by the investment manager to have
above-average prospects for growth. abrdn Fund Managers Limited is the
alternative investment fund manager of both Asia Dragon and the Company
("AIFM"). The AIFM delegates portfolio management of both the Company and Asia
Dragon to abrdn Asia Limited.
The Proposals, which are unanimously recommended by the Board, comprise a
members' voluntary liquidation (solvent liquidation) and a scheme of
reconstruction of the Company pursuant to which Shareholders will be entitled,
in respect of their shareholdings, to:
(a) receive New DGN Shares (the "Rollover Option"); and/or
(b) elect to receive cash (subject to an overall limit of 25 per cent. of
the Ordinary Shares in issue) (the "Cash Option").
The Cash Option will be offered at a discount of 2 per cent. to the ABD FAV
per Share, for the benefit of the Shareholders electing for the Cash Option
(the "Cash Option Discount"). The Cash Option Discount will be for the benefit
of the enlarged Asia Dragon.
Shareholders can make different Elections in respect of different parts of
their holdings. The default option under the Scheme is for eligible
Shareholders to receive New DGN Shares meaning that Shareholders who, in
respect of all or part of their holding of Shares, do not make a valid
Election or who do not make an Election at all will be deemed to have elected
for New DGN Shares in respect of such holding.
The choice between the options available under the Proposals will be a matter
for each Shareholder to decide and will be influenced by his or her investment
objectives and by his or her personal, financial and tax circumstances.
Accordingly, Shareholders should, before making any Election, read carefully
all the information in the Circular and in the DGN Prospectus. The key
features of Asia Dragon are set out below and in the Circular.
Implementation of the Proposals is subject to a number of conditions. Please
refer to the section of this announcement headed "Conditions of the
Proposals". In order to effect the Scheme and the proposed amendments to the
Articles in relation to the Scheme, Shareholder approval is required at the
First General Meeting. If the Scheme is approved at the First General Meeting,
Shareholder approval is required at the Second General Meeting to wind up the
Company voluntarily and to appoint and grant authority to the Liquidators to
implement the Scheme and to apply for the cancellation of the listing of the
Reclassified Shares on the Official List pursuant to the Listing Rules. The
Scheme Resolutions are special resolutions and therefore require the approval
of 75 per cent. of Shareholders who vote at the meeting.
The purpose of the Circular is to explain the Proposals and the actions
required to be taken in order for them to be implemented and to convene the
General Meetings and the Annual General Meeting, notices of which are set out
at the end of the Circular. Further details of the Scheme Resolutions will be
proposed at the General Meetings and the Resolutions will be proposed at the
Annual General Meeting are set out below. The expected timetable associated
with the Proposals is set out at the end of this announcement.
The Board considers the Proposals to be in the best interests of Shareholders
as a whole and recommends that Shareholders vote in favour of the Scheme
Resolutions required to implement the Proposals at the General Meetings as
they will be doing with their own holdings.
Background to and Rationale for the Proposals
The Company and DGN both invest in the Asia Pacific (ex-Japan) region and both
are managed by abrdn Fund Managers Limited with a high level of commonality
across their shareholder bases. In light of these similarities, the Board and
the DGN Board believe a combination of the companies will create an enlarged
vehicle that offers similar investment exposure for each set of shareholders
while offering shareholders in the enlarged DGN certain benefits.
The AIFM will, following implementation of the Scheme, continue to manage the
enlarged DGN. The DGN Board are proposing certain amendments to DGN's
investment policy to DGN shareholders which principally align DGN's investment
policy with the current investment policy of the Company in order to permit
investment into Australasia and provide the management team with equivalent
geographic flexibility. DGN's existing benchmark comparative index (MSCI AC
Asia (ex-Japan) Index) will be retained. The portfolio managers of the
enlarged Asia Dragon will be Pruksa Iamthongthong and James Thom. Pruksa has
been Co-Manager of Asia Dragon since 2017 and James Thom has been part of
abrdn's Asia equity team since 2010.
Benefits and features of the Proposals
The Directors believe that the Proposals will have the following benefits for
Shareholders who elect, or are deemed to elect, for the Rollover Option:
(a) Enhanced profile - The enlarged DGN is expected to have net
assets in excess of £700 million (as at the Latest Practicable Date),
creating a leading closed-ended vehicle for investment in the Asia Pacific
(ex-Japan) region. On the basis of the current market capitalisations of the
Company and DGN, the enlarged DGN is expected to qualify for inclusion in the
FTSE 250 Index which is expected to raise the profile and enhancing the
marketability of the enlarged DGN.
(b) Lower tiered management fee - AFML has agreed that, with
effect from the admission to listing and trading of the New DGN Shares
("Admission"), the management fee payable by DGN to AFML will be reduced to
0.75 per cent. (currently 0.85 per cent.) on the initial £350 million of
DGN's net assets and 0.5 per cent. on DGN's net assets in excess of £350
million. In addition, the enlarged DGN will benefit from lower costs following
implementation of the Proposals as DGN's tiered fee structure will have the
effect of reducing the weighted average fee given the increase in DGN's net
assets.
(c) Lower ongoing charges - Existing and new shareholders in DGN
are expected to benefit from a lower ongoing charges ratio with the enlarged
DGN's fixed costs spread over a larger asset base.
(d) Enhanced Liquidity - The scale of the enlarged DGN is
expected to improve the secondary market liquidity of DGN's shares.
(e) Contribution to costs - As described below, AFML has agreed
to make a cost contribution in respect of the Proposals which, in addition to
the contribution to the costs from the Cash Option Discount, is expected to
offset the direct transaction costs for DGN shareholders, including
Shareholders who rollover.
(f) Shareholder register - The Proposals will allow a number
of Shareholders to consolidate their holdings across the two companies while
also creating a more diversified shareholder base through a combination of the
balance of the two share registers.
(g) Conditional tender offer - DGN offers a five-yearly
performance related conditional tender ("Conditional Tender") with the current
performance period running from 1 September 2021 to 31 August 2026 ("2026
CTO"). It is proposed that, in the light of the Proposals and conditional on
the Scheme being implemented, the 2026 CTO will be amended such that, in the
event DGN underperforms the Benchmark over the performance period, DGN will
offers shareholders the opportunity to tender up to a maximum of 15 per cent.
of their shares; a reduction from the maximum of 25 per cent. previously
proposed. This reflects the revised Conditional Tender being of broadly a
similar size to that previously proposed for the 2026 CTO, given the greater
scale of the enlarged DGN.
(h) Continuation vote - DGN shareholders will have the
opportunity to vote on the continuation of DGN at every fifth annual general
meeting ("Continuation Vote") with the next Continuation Vote to be put
forward at the DGN annual general meeting in December 2026.
(i) Cash Option - Under the terms of the scheme an up to 25
per cent. cash exit opportunity is offered to the Company's Shareholders to
realise part of their investment in the Company at a 2 per cent. discount to
FAV (less the costs of realising the portfolio). The Cash Option Discount will
be for the benefit of the enlarged Asia Dragon.
Conditions of the Proposals
Implementation of the Proposals is subject to a number of conditions,
including:
(a) the recommendation of the boards of the Company and DGN to
proceed with the Proposals which may be withdrawn at any time (including,
without limit, for material adverse change reasons);
(b) the passing of the Scheme Resolutions to be proposed at the
First General Meeting and the Scheme Resolution to be proposed at the Second
General Meeting, or any adjournment of those meetings and upon any conditions
of such Scheme Resolutions being fulfilled;
(c) the passing of the DGN Resolutions to be proposed at the DGN
General Meeting, or any adjournment of that meeting and upon any conditions of
such DGN Resolutions being fulfilled; and
(d) the FCA agreeing to admit the New DGN Shares to the Official
List and the London Stock Exchange agreeing to admit the New DGN Shares to
trading on the Main Market, subject only to allotment.
Any Scheme Condition may, subject to compliance with legal requirements, be
waived with the mutual agreement of both the Company and DGN at any time up to
completion of the Scheme.
If any Scheme Condition is not satisfied (or waived), the Proposals will not
become effective and the Company will not proceed with the winding-up and
instead will continue in existence. In these circumstances, the Company will
bear its own abort costs. The Directors will reassess the options available to
the Company at that time.
Summary of Information on DGN
Asia Dragon is a closed-ended investment company incorporated in Scotland on
12 August 1987 as a public limited company with registered number SC106049. It
is an investment company as defined by section 833 of the Companies Act 2006
and operates as an investment trust within the meaning of Chapter 4 of Part 24
of the Corporation Tax Act 2010.
Asia Dragon's share capital comprises ordinary shares of 20 pence each. DGN is
managed by abrdn Fund Managers, which is also the manager of the Company.
Asia Dragon's investment objective is to achieve long-term capital growth
through investment in Asia, with the exception of Japan and Australasia.
Investments are made primarily in stock markets in the region, principally in
large companies. Where appropriate, Asia Dragon will utilise gearing to
maximise long-term returns.
As noted above, Asia Dragon is proposing certain amendments to its investment
policy at the DGN General Meeting. The proposed amendments to the Asia Dragon
investment policy principally align Asia Dragon's policy with the Company's
current investment policy in order to permit investment into Australasia and
provide the management team with equivalent geographic flexibility.
As at the Latest Practicable Date, the net asset value of Asia Dragon was
£481,999,707.
Further details on Asia Dragon are set out in the DGN Prospectus (which will
be available on 22 September on the Asia Dragon website at
www.asiadragontrust.co.uk (http://www.asiadragontrust.co.uk) ).
It is expected that Donald Workman, Stephen Souchon and Nicole Yuen (the
"Proposed DGN Directors") will join the DGN Board upon the Scheme becoming
effective.
Please note that neither the Board (other than the Proposed DGN Directors) nor
the Company takes any responsibility for the contents of the DGN Prospectus.
The DGN Board takes no responsibility for the content of the Circular.
Upon the Scheme becoming effective, it is proposed that:
(a) DGN will continue to benchmark performance by reference to
the MSCI AC Asia ex Japan index; and
(b) the enlarged DGN portfolio will be managed by AFML with the
named investment managers being Pruksa Iamthongthong and James Thom.
Costs of implementing the scheme
The costs of the Scheme payable by the Company are expected to be
approximately £655,000 inclusive of VAT which, for the purposes of this
calculation, is assumed to be irrecoverable where applicable.
The estimate of the Company's costs excludes the Liquidators' retention to
cover unknown liabilities (estimated at £100,000), and does not take account
of any dealing costs which will be incurred by the Company in order to fund
the Cash Option and the Liquidation Pool.
The Company will bear the costs of liquidation and realignment of its
portfolio prior to the Calculation Date and any sale costs (including any
commissions, taxes and market changes) associated with the transfer of the
Company's portfolio to DGN.
The Liquidators' retention is estimated at £100,000 and will be retained by
the Liquidators to meet any unknown or unascertained liabilities of the
Company. To the extent some or all of the Liquidators' retention remains when
the Liquidators decide to close the liquidation, this will be returned to
Shareholders that were on the Register as at the Record Date.
AFML has agreed to make a contribution to the costs of implementing the Scheme
by means of a waiver of the management fee otherwise payable by DGN to AFML on
the assets transferred by the Company to DGN for the first six months
following the completion of the Scheme, which will be for the benefit of the
shareholders of the enlarged DGN, including those Shareholders who elect or
are deemed to elect for the Rollover Option. The AFML Contribution is subject
to Asia Dragon not terminating the management agreement (other than for cause
as provided under such agreement) for three years from the Effective Date of
the Scheme, in which event the enlarged DGN will be obliged to repay all or
part (depending on the point of termination and on a stepped basis annually)
of the AFML Contribution. Please refer to the section headed "Management Fee"
in Part 5 of the Circular.
In the event that the Scheme does not proceed then each party will bear their
own costs in connection with the Proposals.
Entitlements under the scheme
Under the Scheme, each Shareholder on the Register on the Record Date may
elect to receive:
(a) such number of New DGN Shares as have a value equal to the
ABD FAV per Share multiplied by the number of Ordinary Shares so elected, or
deemed elected, for the Rollover Option; or
(b) subject to an overall 25 per cent. cap on such Elections (in
aggregate), an amount of cash equal to the Cash Pool NAV per Share multiplied
by the number of Ordinary Shares so elected, being the Cash Option.
Shareholders can make different Elections in respect of different parts of
their holdings.
The default option under the Scheme is to receive New DGN Shares, meaning that
Shareholders who, in respect of all or part of their holding of Ordinary
Shares, do not make a valid Election, or who do not make an Election, will be
deemed to have elected for New DGN Shares in respect of such holding. If
shareholders wish to receive New DGN Shares in respect of all of their
Ordinary Shares, there is no need to complete and return a Form of Election
(which they will receive if they hold their Ordinary Shares in certificated
form), Form of Instruction (if they hold their Ordinary Shares through a Share
Plan) or to submit a TTE Instruction (if they hold their Ordinary Shares in
uncertificated form).
If a shareholder wishes to receive cash in respect of all or part of their
holding of Shares (subject to the potential scaling back of Elections for the
Cash Option), they must either complete and return a Form of Election, Form of
Instruction or submit a TTE Instruction (depending on how their Shares are
held) in respect of the number of Shares for which they wish to make an
Election for the Cash Option. They will be deemed to have elected to receive
New DGN Shares in respect of the remainder of their holding, as well as any
scaled back Elections for the Cash Option.
After allocating cash and other assets to the Liquidation Pool to meet all
known and unknown liabilities of the Company and other contingencies,
including the retention and the entitlements of any Dissenting Shareholders,
there shall be appropriated to the Cash Pool and the Rollover Pool the
remaining assets of the Company in the manner described in paragraph 3.2 in
Part 3 of the Circular. Such appropriation includes the application of a
discount of 2 per cent. to the ABD FAV per Share, in relation to those Shares
in respect of which Shareholders have elected to receive cash. The value
arising from the application of the Cash Option Discount shall be allocated
for the benefit of the enlarged DGN. In the week commencing 20 November 2023,
it is expected that the Liquidators shall distribute to Shareholders who have
elected for the Cash Option their Cash Entitlements, being rounded down to the
nearest penny.
For illustrative purposes only, had the Calculation Date been 5.00 p.m. on the
Latest Practicable Date and assuming that no Shareholders exercise their right
to dissent from participation in the Scheme, and assuming that the maximum
amount is elected for the Cash Option, the ABD FAV per Share would have been
285.674759 pence and the Cash Pool NAV per Share would have been 279.961264
pence. The ABD FAV per Share and the Cash Pool NAV per Share may be compared
with the Company's share price and cum-income NAV per Share as at 19 September
2023 which were 254.00 pence and 286.39 pence, respectively.
For illustrative purposes only, the DGN FAV per Share would have been
424.292143 pence, which may be compared with the DGN share price and
cum-income NAV per DGN share as at 19 September 2023 which were 355.00 pence
and 424.95 pence, respectively. On the basis of the above, the Rollover Option
would have produced a Conversion Ratio of 0.673297 and, in aggregate,
52,752,659 New DGN Shares would have been issued to Shareholders who elected
for the Rollover Option under the Scheme, representing approximately 31.74 per
cent. of the issued ordinary share capital of the enlarged DGN immediately
following the completion of the Scheme. The enlarged DGN would also then pay
listing fees in relation to the listing of the New DGN Shares and any
acquisition costs and taxes on the transfer of the Rollover Pool.
The above figures are for illustrative purposes only and do not represent
forecasts. The ABD FAV per Share and DGN FAV per Share and Shareholders'
entitlements under the Proposals may materially change up to the Effective
Date as a result of, inter alia, changes in the value of investments. For
details of the Scheme, please refer to Part 3 of the Circular.
Excluded Shareholders should read the section headed "Excluded Shareholders"
below.
Scaling back of Elections for the Cash Option
The maximum number of Ordinary Shares (in aggregate) that can be elected for
the Cash Option is 25 per cent. of the total number of Ordinary Shares in
issue (excluding Ordinary Shares held in treasury). Shareholders are
entitled to elect for the Cash Option in respect of more than 25 per cent. of
their individual holdings of Ordinary Shares (the "Basic Entitlement", such
excess amount being an "Excess Application"). However, if aggregate
Elections are made for the Cash Option which exceed 25 per cent. of the issued
Ordinary Shares (excluding Ordinary Shares held in treasury), Shareholders who
have made an Election for the Cash Option in excess of their Basic Entitlement
shall have their Excess Applications scaled back in a manner which is, as near
as practicable, pro rata to the number of Shares elected under such Excess
Applications, resulting in such Shareholders (other than Excluded
Shareholders) receiving New DGN Shares instead of cash in respect of part of
their holding of Ordinary Shares.
Dividend
As an investment trust, the Company is not permitted to retain more than 15
per cent. of its income in any accounting period. In order to meet this
requirement, the Company paid, on 8 September 2023, an interim dividend of 3.3
pence per Ordinary Share in respect of the financial year ended 30 April 2023,
to Shareholders on the Register as at 11 August 2023.
It is not anticipated that there will be any further dividends paid by the
Company in relation to the current financial period or for the period up to
the liquidation of the Company.
For the avoidance of doubt, Shareholders receiving New DGN Shares under the
Scheme will not, in respect of those New DGN Shares, be entitled to the
dividend payable by DGN in respect of its financial year ended 31 August 2023.
Borrowings
The Company has a £20 million fixed rate facility which expires on 14
December 2023 and a £20 million revolving credit facility which expires on 28
June 2024, both with The Royal Bank of Scotland International Limited. It is
proposed that these facilities will not transfer to DGN and will be cancelled
and repaid prior to the liquidation of the Company.
Risk factors
Shareholders are strongly urged to read carefully the risk factors contained
in Part 4 of the Circular which sets out the material risks known to the
Directors at the date of the Circular in relation to the Proposals.
Shareholders are also strongly urged to read the sections containing risk
factors in the DGN Prospectus.
Taxation
Shareholders are advised to read carefully the section headed "Taxation" in
paragraph 8 of Part 2 of the Circular which sets out a general guide to
certain aspects of current UK tax law and HMRC published practice.
Shareholders who are in any doubt as to their tax position or who may be
subject to tax in any jurisdiction other than the UK are strongly advised to
consult their own professional advisers.
Shareholder meetings
The implementation of the Proposals will require two general meetings of the
Company. The notices convening the First General Meeting (to be held at 2:00
p.m. on 23 October 2023) and the Second General Meeting (to be held at 10:00
a.m. on 8 November 2023) are set out at the end of this announcement.
The Scheme Resolutions to be proposed at the General Meetings, on which all
Shareholders may vote, are as follows:
First General Meeting
The resolutions to be considered at the First General Meeting (which will be
proposed as special resolutions) will, if passed, approve the terms of the
Scheme and associated amendments to the Company's Articles set out in Part 3
of the Circular, authorise the Liquidators to enter into and give effect to
the Transfer Agreement with DGN to renounce New DGN Shares in favour of
Shareholders in accordance with the Scheme, purchase the interests of any
dissentients to the Scheme and authorise the Liquidators to apply to cancel
the listing of the Shares with effect from such date as the Liquidators may
determine.
Each resolution will require at least 75 per cent. of the votes cast in
respect of it to be voted in favour, whether in person or by proxy, in order
for it to be passed. The Scheme will not become effective unless and until,
inter alia, the resolution to be proposed at the Second General Meeting has
also been passed.
Second General Meeting
At the Second General Meeting, a special resolution will be proposed which, if
passed, will place the Company into liquidation, appoint the Liquidators,
agree the basis of their remuneration, instruct the Company Secretary to hold
the books to the Liquidators' order and provide the Liquidators with
appropriate powers to carry into effect the amendments to the Articles made at
the First General Meeting. The resolution to be proposed at the Second General
Meeting is conditional upon the Scheme Conditions being satisfied.
The resolution will require at least 75 per cent. of the votes cast in respect
of it to be voted in favour, whether in person or by proxy, in order for it to
be passed.
If relevant, the Company will notify Shareholders of any changes to the
proposed format for the General Meetings as soon as possible via a Regulatory
Information Service and its website.
Annual general meeting
The Board did not propose to hold a formal AGM prior to the Scheme becoming
effective. However, in light of the statutory deadline for holding an AGM and
in order to deal with the various technical matters that are required to be
dealt with at an AGM, the Company will convene an AGM at 2:15 p.m. on 23
October 2023 at Dentons UK and Middle East LLP, 1 Fleet Place, London EC4M
7WS. Due to the technical nature of the AGM, the Company is not providing 20
working days' notice of the AGM as recommended by the UK Corporate Governance
Code and the Financial Reporting Council's Guidance on Board Effectiveness. In
accordance with the requirements of the Companies Act, the Company is
providing 21 clear days' notice of the AGM.
The Resolutions to be proposed at the AGM, on which all Shareholders may vote,
are set out in the notice convening the AGM at the end of the Circular.
Further details of each of the Resolutions are set out in the appendix to the
notice of AGM. The Board recommends voting in favour of each of the
Resolutions which they believe are for the benefit of the Shareholders as a
whole.
Action to be taken by Shareholders
Before taking any action, Shareholders are recommended to read the further
information set out in the Circular and in the DGN Prospectus.
Elections
Shareholders are requested to complete the Form of Election in accordance with
the instructions printed thereon and return it to the Receiving Agent,
Equiniti, using the enclosed reply-paid envelope (for use within the UK only)
at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA as soon as possible, but in any event so as to be received no later than
1.00 p.m. on 1 November 2023 or in the event they hold their Shares in a Share
Plan, they are requested to complete the Form of Instruction in accordance
with the instructions printed thereon and return it to the Receiving Agent,
Equiniti, using the enclosed reply-paid envelope (for use within the UK only)
at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA as soon as possible, but in any event so as to be received no later than
1.00 p.m. on 1 November 2023.
Form of Proxy
All Shareholders are encouraged to vote in favour of the Scheme Resolutions to
be proposed at the General Meetings and the Resolutions to be proposed at the
Annual General Meeting, and, if the Shares are not held directly, to arrange
for their nominee to vote on their behalf.
Shareholders are requested to complete and return proxy appointments to the
Registrar by completing and signing the PINK Form of Proxy for use in relation
to the First General Meeting; the WHITE Form of Proxy for use in relation to
the Annual General Meeting; and the GREEN Form of Proxy for use in relation to
the Second General Meeting, in accordance with the instructions printed
thereon and returning by post; or in the case of CREST members, by utilising
the CREST electronic proxy appointment service in accordance with the
procedures set out in the notes to the respective notices of the General
Meetings and the Annual General Meeting.
If any of the Scheme Resolutions to be proposed at the General Meetings are
not passed, the Proposals will not proceed and the Company will not be wound
up. In these circumstances, the Board will reassess the options available to
the Company at that time.
Letters of Direction
Shareholders holding Shares through a Share Plan will receive a PINK Letter of
Direction for use in relation to the First General Meeting; a WHITE Letter of
Direction for use in relation to the Annual General Meeting; and a GREEN
Letter of Direction for use in relation to the Second General Meeting.
Excluded Shareholders
The attention of Excluded Shareholders is drawn to the paragraph titled
"Excluded Shareholders" in Part 3 of the Circular.
Overseas Shareholders will not receive a copy of the DGN Prospectus unless
they have satisfied the Directors and the DGN Directors that they are entitled
to receive and hold New DGN Shares without breaching any relevant securities
and without the need for compliance on the part of the Company or DGN with any
overseas laws, regulations, filing requirements or the equivalent. Sanctions
Restricted Persons will not be entitled to receive a copy of the DGN
Prospectus in any circumstance.
Any US Shareholder (or any persons acting for the account or benefit of such
US Shareholder) receiving the Circular where applicable is requested to
execute the US Investor Representation Letter which can be requested from
Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6JA.
Non-US Shareholders are deemed to represent to the Company and DGN that they
are located outside of the United States and are not US Persons (and are not
acting for the account or benefit of a US Person).
Subject to certain exceptions described herein, no action has been taken or
will be taken in any jurisdiction other than the UK where action is required
to be taken to permit the distribution of the Circular and/or the DGN
Prospectus. Accordingly, such documents may not be used for the purpose of,
and do not constitute, an offer or solicitation by anyone in any jurisdiction
or in any circumstances in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or solicitation.
Overseas Shareholders and Sanctions Restricted Persons (together "Excluded
Shareholders") will be deemed to have elected for their Basic Entitlement in
respect of the Cash Option and to receive New DGN Shares for the remainder of
their shareholding. Such New DGN Shares will be issued to the Liquidators as
nominees for the relevant Excluded Shareholder and sold by the Liquidators as
nominees for the relevant Excluded Shareholder in the market (which shall be
done by the Liquidators without regard to the personal circumstances of the
relevant Excluded Shareholder and the value of the Shares held by the relevant
Excluded Shareholder) and the net proceeds of such sale (after deduction of
any costs incurred in effecting such sale) will be paid (i) to the relevant
Overseas Shareholder entitled to them as soon as reasonably practicable and in
any event no later than 10 Business Days after the date of sale, save that
entitlements of less than £5.00 per Overseas Shareholder will be retained in
the Liquidation Pool; or (ii) in respect of Sanctions Restricted Persons at
the sole and absolute discretion of the Liquidators and will be subject to
applicable laws and regulations.
Recommendation
The Board considers the Proposals and the Scheme Resolutions to be proposed at
the General Meetings to be in the best interests of Shareholders as a whole.
Accordingly, the Board unanimously recommends Shareholders to vote in favour
of the Scheme Resolutions, as Directors who hold shares intend to do in
respect of their own beneficial holdings (being all Directors bar Nicole
Yuen), which total 166,320 Ordinary Shares (representing 0.16 per cent. of the
Company's total voting rights) as at the Latest Practicable Date. The
Directors who hold Ordinary Shares and will be joining the board of Asia
Dragon (being Donald Workman and Stephen Souchon) intend to roll over their
entire beneficial holdings of Shares into New DGN Shares.
The Board cannot, and does not, give any advice or recommendation to
Shareholders as to whether, or as to what extent, they should elect for any of
the options under the Proposals. The choice between the options available
under the Proposals will be a matter for each Shareholder to decide and will
be influenced by his or her individual investment objectives and by his or her
personal, financial and tax circumstances. Accordingly, Shareholders should,
before deciding what action to take, read carefully all the information in the
Circular and in the DGN Prospectus.
Expected timetable
2023
Latest time and date for receipt of Letters of Direction for Share Plan 2:00 p.m. on 16 October
Holders in respect of the First General Meeting
Latest time and date for receipt of Letters of Direction for Share Plan 2:15 p.m. on 16 October
Holders in respect of the Annual General Meeting
Latest time and date for receipt of Forms of Proxy and CREST voting 2:00 p.m. 19 October
instructions in respect of the First General Meeting
Latest time and date for receipt of Forms of Proxy and CREST voting 2:15 p.m. on 19 October
instructions in respect of the Annual General Meeting
First General Meeting 2:00 p.m. on 23 October
Annual General Meeting 2:15 p.m. on 23 October
Latest time and date for receipt of Form of Instruction for Shareholders who 1.00 p.m. on 25 October
hold Ordinary Shares in a Share Plan
Latest time and date for receipt of Letters of Direction for Share Plan 10:00 a.m. on 1 November
Holders in respect of the Second General Meeting
Latest time and date for receipt of Form of Election and TTE Instructions 1.00 p.m. on 1 November
Record date for entitlements under the Scheme 6.00 p.m. on 1 November
Ordinary Shares disabled for settlement in CREST 6.00 p.m. on 1 November
Calculation Date 5:00 p.m. on 2 November
Latest time and date for receipt of Forms of Proxy in respect of the Second 10:00 a.m. on 6 November
General Meeting
Reclassification of the Ordinary Shares 8:00 a.m. on 7 November
Suspension of listing of Reclassified Shares 7:30 a.m. on 8 November
Second General Meeting 10:00 a.m. on 8 November
Appointment of the Liquidators 8 November
Effective Date for implementation of the Scheme 8 November
Announcement of the results of Elections, the ABD FAV per Share, the Cash Pool 8 November
NAV per Share, and the DGN FAV per Share
CREST accounts credited with, and dealings commence in, New DGN Shares on or soon after 8.00 a.m. on 9 November
Certificates despatched in respect of New DGN Shares during or as soon as not later than 10 Business Days from the Effective Date
practicable after
Cheques despatched to Shareholders who elect for the Cash Option in accordance not later than 10 Business Days from the Effective Date
with their entitlements and CREST accounts credited with cash
Cancellation of listing of Reclassified Shares as soon as practicable after the Effective Date
Note: All references to time in this document 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. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will be notified
to Shareholders by an announcement through a Regulatory Information Service.
Unless otherwise defined, all capitalised terms used but not defined in this
announcement shall have the meaning as given to them in the Circular.
A copy of the Circular has been submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The DGN Prospectus
will also shortly be available on Asia Dragon's website at
www.asiadragontrust.co.uk (http://www.asiadragontrust.co.uk) where further
information on Asia Dragon can also be found.
For further information please contact:
abrdn New Dawn Investment Trust plc Contact via AFML
Donald Workman
abrdn Fund Managers Limited
Maria Allen +44 (0) 20 3680 0305
Stephanie Hocking +44 (0) 7514 064 988
Panmure Gordon (UK) Limited
Alex Collins +44 (0) 20 7886 2500
Sapna Shah
Ashwin Kohli
Daphne Zhang
General
The content of the Company's web-pages and the content of any website or pages
which may be accessed through hyperlinks on the Company's web-pages, other
than the content of the document referred to above, is neither incorporated
into nor forms part of the above announcement.
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 US
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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