REG - Henderson Int Income - Result of Second General Meeting

Henderson International Income TrustAnnouncement

28/05/2025 11:30

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RNS Number : 4357K  Henderson Intl. Income Trust PLC  28 May 2025

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

 

HENDERSON INTERNATIONAL INCOME TRUST PLC

 

LEGAL ENTITY IDENTIFIER: 2138006N35XWGK2YUK38

 

28 May 2025

 

HENDERSON INTERNATIONAL INCOME TRUST PLC

 

RESULT OF SECOND GENERAL MEETING

 

In connection with the proposals for the combination of Henderson
International Income Trust plc (the "Company" or "HINT") with JPMorgan
Global Growth & Income plc ("JGGI") by way of a scheme of reconstruction
and voluntary winding up of the Company under section 110 of the Insolvency
Act 1986 (the "Scheme"), the Board of the Company is pleased to announce the
result of the Second General Meeting.

 

The Company announces that the special resolution to place the Company into
members' voluntary liquidation was voted on and approved by Shareholders at
the Second General Meeting held earlier today. Accordingly, Derek Hyslop and
Richard Barker of Ernst & Young LLP of 1 More London Place, London, SE1
2AF, have been appointed as joint liquidators of the Company. Details of the
number of votes cast for, against and withheld in respect of the resolution,
which was held on a poll, is set out below and will also be published on the
Company's website.

 

 

 Special Resolution                                                        Votes For (including Discretionary)  %      Votes Against  %     Votes Total  Votes Withheld
 To place the Company into members' voluntary liquidation and appoint the  52,717,880                           98.48  814,002        1.52  53,531,882   64,367
 Liquidators.

 

 

1.    The number of Ordinary Shares in issue as at the voting record time
of 6.00 p.m. (London time) on 23 May 2025 (the "Voting Record Time") was
195,978,716. As at that date no Shares were held in treasury. Therefore, the
total number of voting rights in the Company as at the Voting Record Time was
195,978,716.

2.    A 'vote withheld' is not a vote in law and will not be counted in the
calculation of the proportion of the votes for and against the resolution.

 

In accordance with the timetable set out in the Company's circular to
Shareholders dated 17 April 2025 (the "Circular"), the Shares were suspended
at 7.30 a.m. this morning.

 

The full text of the special resolution passed at the Second General Meeting
is set out in the Notice of Second General Meeting contained in the Circular.
The Circular is available for viewing on the Company's website and at the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

A copy of the special resolution will be submitted to the National Storage
Mechanism and will shortly be available for viewing
at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Entitlements under the Scheme

As at the Calculation Date, Shareholders' entitlements under the Scheme
calculated in accordance with the terms of the Scheme were as follows:

HINT FAV per Share: 175.317407 pence

JGGI FAV per Share: 534.660514 pence

Therefore, Shareholders will receive 0.327904 New JGGI Shares for each HINT
Share.

Fractional entitlements to New JGGI Shares will not be issued under the Scheme
and entitlements will be rounded down to the nearest whole number. No cash
payment shall be made or returned in respect of any fractional entitlements
which will be retained for the benefit of JGGI.

As noted in the Circular, the Directors have set aside sufficient assets in
the Liquidation Pool to meet all estimated liabilities and contingencies,
including the costs of the winding up of the Company and the costs of
implementing the Scheme. This includes the right to receive any and all
interest and assets representing withholding tax expected to be recoverable by
the Company (estimated at approximately £3.8 million as at 21 May 2025) which
the Liquidators may call in, realise and convert into cash as they consider
necessary. The Directors have also provided in the Liquidation Pool for a
retention of £100,000 which they, together with the joint Liquidators,
consider sufficient to meet any unknown or unascertained liabilities of the
Company.

The Liquidation Pool will be applied by the joint Liquidators in discharging
all current and future, actual and contingent liabilities of the Company and
any balance remaining after discharging such liabilities from the Liquidation
Pool (including any withholding tax recovered) will in due course be
distributed to Shareholders on the Register on the Effective Date pro rata to
their respective holdings of Shares in accordance with the terms of the
Scheme.

Following the appointment of the Liquidators, all further enquiries regarding
the Company should be made to the Liquidators, whose contact details are
below.

In accordance with the Circular, Shareholders will receive their New JGGI
Shares; (i) in relation to holders in CREST, via CREST on 29 May 2025; and
(ii) in relation to certificated shareholders, in certificated form by 17 June
2025.

Unless otherwise defined, all capitalised terms used but not defined in this
announcement shall have the meaning as given to them in the Circular.

 

 

For further information please contact:

 

 Liquidators                                                           HINT@parthenon.ey.com

 Derek Hyslop

 Richard Barker

 Panmure Liberum Limited                                               +44 (0)20 3100 2000

 Alex Collins

 Ashwin Kohli

 Corporate Secretary, Janus Henderson Secretarial Services UK Limited  +44 20 7818 1818

 

 

 

 

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