Results of the Scheme and Issue of New Shares
08/11/2023 12:02
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RNS Number : 8119S Asia Dragon Trust PLC 08 November 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, 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.
Legal Entity Identifier: 549300W4KB0D75D1N730
8 November 2023
ASIA DRAGON TRUST PLC
Proposed combination with abrdn New Dawn Investment Trust plc
Results of the Scheme and Issue of New Shares
In connection with the combination of the assets of the Company with the
assets of abrdn New Dawn Investment Trust plc ("New Dawn"), which was approved
by New Dawn Shareholders earlier today, the Board of Asia Dragon Trust plc
(the "Company" or "DGN") is pleased to announce that the Company will acquire
approximately £214.7 million of net assets from New Dawn in consideration for
the issue of 52,895,670 New Shares to New Dawn Shareholders in accordance with
the Scheme.
The number of New Shares to be issued was calculated based on a DGN FAV per
Share of 403.256545 pence and an ABD FAV per Share of 272.405564 pence,
producing a conversion ratio of approximately 0.675514 New Shares for every
New Dawn Share rolling over, each calculated in accordance with the Scheme. As
set out in the shareholder circular published by the Company on 22 September
2023 (the "Circular"), fractional entitlements to New Shares will not be
issued under the Scheme and entitlements will be rounded down to the nearest
whole number of New Shares.
Applications have been made for the New Shares to be admitted to the premium
segment of the Official List of the Financial Conduct Authority and to trading
on the main market for listed securities of the London Stock Exchange
(together, "Admission"). It is expected that Admission will take place at 8.00
a.m. on 9 November 2023.
Following the issue of the New Shares noted above, the Company's share capital
will consist of 165,667,920 Ordinary Shares (excluding treasury shares), with
each Ordinary Share holding one voting right, and an additional 46,839,427
Ordinary Shares held in treasury.
The figure of 165,667,920 Ordinary Shares may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in voting rights, or a change to their
interest in the Company, under the Disclosure Guidance and Transparency Rules.
As set out in the Circular, Overseas New Dawn Shareholders will be deemed to
have elected for their Basic Entitlement in respect of the Cash Option and to
receive New Shares for the remainder of their New Dawn Shares. Such New Shares
will be issued to the Liquidators as nominees for the relevant Overseas New
Dawn Shareholder and sold by the Liquidators as nominees in the market for the
relevant Overseas New Dawn Shareholder (which shall be done by the Liquidators
without regard to the personal circumstances of the relevant Overseas New Dawn
Shareholder and the value of the New Dawn Shares held by the relevant Overseas
New Dawn Shareholder). The proceeds of such sales will be paid to relevant
Overseas New Dawn Shareholders entitled to them within ten Business Days of
the date of sale, save that entitlements of less than £5.00 per Overseas New
Dawn Shareholder will be retained in the Liquidation Pool.
Capitalised terms used but not defined in this announcement will have the same
meaning as set out in the Circular.
For further information:
Asia Dragon Trust plc
James Will Contact via aFML
abrdn Fund Managers Limited
William Hemmings +44 (0) 20 7463 6223
Stephanie Hocking +44 (0) 7514 064 988
Winterflood Securities Limited +44 (0) 20 3100 0000
Neil Langford
Phoebe Pankhurst
General
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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