Results of the Scheme and Issue of New Shares
13/03/2024 11:30
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.
13 March 2024
Fidelity China Special Situations PLC
Legal Entity Identifier: 54930076MSJ0ZW67JB75
Proposed combination with abrdn China Investment Company Limited
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 China Investment Company Limited ("ACIC"), which was approved
by ACIC Shareholders earlier today, the Board of Fidelity China Special
Situations PLC (the "Company" or "FCSS") is pleased to announce that the
Company will acquire approximately £126.6 million of net assets from ACIC in
consideration for the issue of 59,005,997 New Shares to ACIC Shareholders in
accordance with the Scheme.
The number of New Shares to be issued was calculated based on a FCSS FAV per
Share of 214.559732 pence and a Rollover FAV per ACIC Share of 443.025120
pence, producing a conversion ratio of approximately 2.064810 New Shares for
every ACIC Share rolling over, each calculated in accordance with the Scheme.
As set out in the Shareholder circular published by the Company on 16 February
2024 (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 listing on
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 14 March 2024.
Following the issue of the New Shares noted above, the Company's share capital
will consist of 526,804,149 Shares (excluding treasury shares), with each
Share holding one voting right, and an additional 85,629,548 Shares held in
treasury.
The figure of 526,804,149 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 ACIC 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 ACIC Shares. Such New Shares
will be issued to the Liquidators as nominees for the relevant Overseas ACIC
Shareholder and sold by the Liquidators as nominees in the market for the
relevant Overseas ACIC Shareholder (which shall be done by the Liquidators
without regard to the personal circumstances of the relevant Overseas ACIC
Shareholder and the value of the ACIC Shares held by the relevant Overseas
ACIC Shareholder). The net proceeds of such sales will be paid to relevant
Overseas ACIC Shareholders entitled to them as soon as reasonably practicable,
save that entitlements of less than £5.00 per Overseas ACIC Shareholder will
be paid by the Liquidators to the Nominated Charity.
Capitalised terms used but not defined in this announcement will have the same
meaning as set out in the Circular.
For further information please contact:
FIL Investment Services (UK) Limited +44 (0) 20 3986 5367
Claire Dwyer
Daniel Summerland
Dickson Minto Advisers (Sponsor and Financial Adviser) +44 (0) 20 7649 6823
Douglas Armstrong
Jefferies International Limited (Corporate Broker) +44 (0) 20 7029 8000
Gaudi Le Roux
Harry Randall
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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