REG - Shires Income PLC - Publication of Circular

Shires IncomeAnnouncement

11/02/2026 07:02

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RNS Number : 4964S  Shires Income PLC  11 February 2026

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, 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 any 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.

 11 February 2026

Shires Income PLC

LEI: 549300HVCIHNQNZAYA89

Publication of Circular in connection with the proposals for a combination
with Aberdeen Equity Income Trust plc ("AEI")

Further to the announcement on 8 January 2026, the Board is pleased to
confirm that Shires Income PLC ("SHRS" or the "Company") has today published
a circular (the "Circular") regarding the proposed combination with AEI.

The Combination, if approved by Shareholders and AEI Shareholders, will be
implemented by means of a scheme of reconstruction and members' voluntary
winding up of the Company under section 110 of the Insolvency Act, under which
Ordinary Shareholders will receive New AEI Shares, or can elect some or all of
their Ordinary Shares for cash. The enlarged AEI will be the ongoing company
(the "enlarged AEI").

abrdn Fund Managers Limited will continue to manage the enlarged AEI. AEI will
submit an updated investment objective and policy for AEI's shareholders to
approve. The updated investment policy will include SHRS' ability to invest in
investment-grade fixed income securities and preference shares, as well as
having selective exposure to overseas equity in developed markets. Subject to
approval by AEI Shareholders, the adoption of this updated investment
objective and policy will be conditional on the Combination being implemented.
Further information on AEI is set out in Part 2 of the Circular and in the AEI
Information Memorandum. The Circular is available on the Company's website at
www.shiresincome.co.uk and the AEI Information Memorandum is available on
AEI's website at www.aberdeenequityincome.com.

The boards of both SHRS and AEI, along with Aberdeen, believe that the
recommended Combination represents an opportunity to create a larger,
differentiated, UK Equity Income investment company using the same management
team, whilst delivering a progressive dividend growth strategy, lower costs,
and enhanced growth prospects for all shareholders in the enlarged AEI: an
improved circumstance for both sets of shareholders.

The implementation of the Scheme is conditional upon, inter alia, the approval
of Shareholders at the Shareholder Meetings and the approval by AEI
Shareholders of the AEI Scheme Resolutions, detail of which is set out in the
section titled "Conditions" in Part 4 of the Circular.

The Proposals

Background to the Proposals

The Board has explored various means over the last few years of enhancing
Shareholder value, including through the successful combination with abrdn
Smaller Companies Income Trust plc in 2023. Whilst the performance of the
Company over this period has been good, and dividends have been maintained and
grown, it has not been possible to grow the Company substantially. A larger
Company would have reduced the OCR and enhanced the liquidity in the Company's
shares in the secondary market. Share buybacks have been used to help
liquidity and maintain the rating of the Ordinary Shares but in the
longer-term demand for an investment company's shares, because of what it can
offer, is paramount.

AEI, whose portfolio is managed by the same investment team as SHRS, is viewed
by the Board as complementary to SHRS. Pursuant to the Combination, it makes
sense to have AEI as the successor company by virtue of its size, higher
dividend payout and lower OCR, but with both SHRS and AEI coming from
positions of relative strength where the Combination could enhance both sets
of shareholders' prospects. The Board examined other alternatives to improve
shareholder value but concluded that the combination with AEI was demonstrably
the best and most practical means, and a solution that was consistent with why
Shareholders were invested in SHRS, namely: for high and predicable income
from UK equities.

Benefits of the Proposals

The Combination will bring together two investment trusts with broadly similar
investment objectives, good performance records and share price ratings, using
the expertise of the same portfolio management team, as both companies have
enjoyed in the past, as well as the administrative capabilities of Aberdeen in
supporting the activities of closed-ended investment companies. It will create
a larger, more liquid, and more cost-effective company, which should deliver
greater value for Ordinary Shareholders. Specifically:

·      Strong records of investment performance: For periods to 31
January 2026, both companies have delivered strong investment returns. AEI has
delivered a NAV total return of 30.9 per cent., 41.7 per cent. and 70.0 per
cent. over the past one, three and five years respectively; SHRS has delivered
a NAV total return of 24.7 per cent., 42.9 per cent. and 66.0 per cent. over
the same periods 1  (#_ftn1) .

·      Differentiated proposition: Subject to the approval of changes to
AEI's investment objective and policy, the enlarged AEI will include SHRS'
distinctive portfolio features, including some exposure to investment-grade
fixed income securities and preference shares, as well as selective exposure
to overseas equities in developed markets. This investment approach will aim
to provide shareholders in the enlarged AEI with greater diversification,
continued progressive dividend growth and a differentiated option within the
AIC's UK Equity Income Sector.

·      Sustained and growing income: Both companies pay dividends above
the average yield of the AIC's UK Equity Income sector. The Board believes
there should be no reduction in dividend income for shareholders in either
SHRS or AEI. The enlarged AEI will continue AEI's commitment to a progressive
dividend policy, aiming for a dividend increase each year. For the year ended
30 September 2025, AEI paid dividends quarterly totalling 23p per share in
aggregate and for the current year, ending 30 September 2026, AEI is expected
to pay not less than 23.1p per share in aggregate, paid quarterly. The board
of the enlarged AEI will look to maintain AEI's AIC Dividend Hero status and
extend its track record to 26 consecutive years of dividend growth. AEI has
both revenue reserves and realised capital reserves to support the payment of
dividends, if required.

·      Increased scale: It is expected that the Combination will deliver
a significant increase in the size of AEI to form an enlarged AEI with NAV of
between £300 and £331 million, depending on the take up of the Cash Option
and based on the NAV of each company as at the Latest Practicable Date. With
greater scale, the enlarged AEI should appeal to a broader range of investors,
including wealth managers, which in turn should result in higher trading
volumes and improved market liquidity in the enlarged AEI's shares.

·      Reduced costs: It is expected that the Combination will deliver a
reduction in the OCR for shareholders in the enlarged AEI through its
increased scale and absorption of fixed costs over a larger asset base. The
enlarged AEI will retain AEI's current management fee of 0.55 per cent. per
annum of its net asset value, together with an additional fixed fee of
£120,000 per annum (with an annual increase linked to CPI). The management
fee will be scaled back, if required, so that the OCR of the enlarged AEI does
not exceed 0.78 per cent., compared to AEI's current OCR of 0.84 per cent. and
SHRS' OCR of 1.00 per cent..

·      Share rating: The AEI Shares have enjoyed a strong market rating
in recent years, with an average premium to NAV of 0.05 per cent. and an
average discount of 1.76 per cent. over the past one and three years
respectively. SHRS has traded at an average discount to NAV of 4.53 per cent.
and 7.11 per cent. over the same period and at the Latest Practicable Date AEI
was trading at a 2.49 per cent. premium while SHRS was trading at a 1.41 per
cent. premium.

·      Cost contributions: To ensure maximum retention of value for
continuing shareholders in the enlarged AEI, Aberdeen has agreed to cover all
costs of the Scheme (excluding any costs of realising or aligning the
portfolio or stamp duty payable by AEI on the acquisition of assets from the
Company in connection with the Scheme), in excess of any contribution to
Scheme costs arising from the Cash Option being at a discount of two per cent.
to the SHRS Residual FAV. The Aberdeen Costs Contribution will be made through
a combination of an offset against future management fees to be paid by the
enlarged AEI and a waiver in relation to management fees payable by SHRS to
Aberdeen in the period up to the Effective Date, minimising the impact on NAV
for continuing shareholders in the enlarged AEI.

·      Tax-neutrality of Rollover Option: Subject to receipt of the
clearance being sought from HMRC (as further described in the section titled
"UK Taxation" in Part 3 of the Circular), UK Ordinary Shareholders should not
be subject to a charge to UK tax on chargeable gains in respect of the
Rollover Option.

·      Specific benefits for Ordinary Shareholders that roll over into
the enlarged AEI: such Ordinary Shareholders:

o  are expected to receive a higher projected annual dividend in respect of
their holdings of AEI Shares, paid quarterly, than they would have received
through their original shareholding in SHRS prior to rolling over. The
anticipated annual dividend of the enlarged AEI for the year ending 30
September 2026 will not be less than 23.1p per AEI Share in aggregate. Using
the illustrative conversion ratio shown below and projected annualised
dividends of not less than 15.5p per SHRS Ordinary Share (as announced in the
recent interim accounts), Ordinary Shareholders rolling their holding into New
AEI Shares would see an uplift in their annual dividend of 12.5 per cent.
excluding the Pre-Liquidation Dividend;

o  will benefit from a lower OCR, with the enlarged AEI having an estimated
OCR of 0.78 per cent. compared to 1.00 per cent. in respect of SHRS;

o  will potentially benefit from a modest improvement in share rating (with
the AEI Shares having traded at an average premium to NAV of 0.05 per cent.
and the Ordinary Shares having traded at an average discount to NAV of 4.53
per cent. over the last 12 months); and

o  will potentially benefit from the novation of the Term Loan, which carries
an attractive interest rate, as further outlined in the section titled
"Borrowings" in Part 3 of the Circular.

·      Limited cash exit: the Cash Option is being offered for those
Ordinary Shareholders who might want to realise some or all of their Ordinary
Shares for cash (subject to scaling back in accordance with paragraph 2.1 of
Part 4 of the Circular) at a discount to NAV tighter than the average discount
at which the Ordinary Shares have traded in the last twelve months.

·      Structure of the enlarged AEI: whilst AEI has not needed to buy
back AEI Shares since 2022 as there has been sufficient liquidity in AEI
Shares in the secondary market close to the prevailing NAV, the board of the
enlarged AEI will continue to use buybacks, where it deems it necessary to
provide liquidity and help maintain the rating of the AEI Shares. The enlarged
AEI will maintain its allocation of borrowing and management costs to capital
of 70 per cent. to capital, compared to the Company's approach of charging 60
per cent. of these costs to capital.

Entitlements under the Scheme

The New AEI Shares will be issued based upon the ratio of the SHRS Rollover
FAV per Share to the AEI FAV per Share. Ordinary Shareholders will be able to
elect to receive cash in respect of part or all of their shareholding, subject
to an aggregate limit of 25 per cent. of the Company's issued ordinary share
capital (excluding any Ordinary Shares held in treasury) at the Calculation
Date. Ordinary Shareholders who do not make a valid Election for the Cash
Option will receive New AEI Shares.

Ordinary Shareholders who make a valid Election for the Cash Option including
excess applications over the amount available under the Cash Option (with
Elections for the Cash Option being scaled back on a pari passu and pro rata
basis if the Elections for the Cash Option exceed the 25 per cent. of issued
Ordinary Share capital limit) will receive cash. The Cash Option will be
provided at a two per cent. discount to the SHRS Residual FAV.

Preference Shareholders will receive their entitlements in cash in accordance
with the provisions of the Company's Articles of Association applicable to a
winding-up of the Company (being the principal amount of the Preference Shares
outstanding plus accrued interest up to the date of the winding-up).

The treatment of Overseas Shareholders and Excluded Shareholders under the
Scheme is set out in Parts 3 and 4 of the Circular.

For illustrative purposes only:

Had the Calculation Date for the Scheme been close of business on the Latest
Practicable Date (being 5 February 2026) and assuming that no Ordinary
Shareholders exercise their right to dissent from participation in the Scheme
and 10 per cent. of the issued Ordinary Shares (excluding Ordinary Shares held
in treasury) is elected for the Cash Option and after taking into account both
the Company's Pre-liquidation Dividend (of 10 pence per Ordinary Share) and
the AEI First Interim Dividend (of 5.7 pence per AEI Share), then the results
would have been as shown in the table below:

 Metric                         Pence per share
 SHRS NAV per Share*             312.46
 SHRS Cash FAV per Share         304.01
 SHRS Rollover FAV per Share**   311.78
 AEI NAV per Share*              412.87
 AEI FAV per Share               412.87

 Resulting in:
 Conversion ratio                0.755152
 New AEI Shares to be issued     26,785,640

* adjusted for the Company's Pre-liquidation Dividend and the AEI First
Interim Dividend, respectively

** the difference between the illustrative SHRS NAV per Share and the
illustrative SHRS Rollover FAV per Share is attributable to the establishment
of the Liquidation Pool

The above figures are for illustrative purposes only and do not represent
forecasts. The SHRS Rollover FAV per Share, AEI FAV per Share and SHRS Cash
FAV per Share and Shareholders' entitlements under the Scheme may materially
change up to the Effective Date as a result of, inter alia, changes in the
value of investments. For the avoidance of doubt, the illustrative SHRS
Rollover FAV per Share and the illustrative SHRS Cash FAV per Share do not
take into account any Portfolio Realisation Costs as they are unquantifiable
as at the Latest Practicable Date.

For further details of the Scheme, please refer to Parts 3 and 4 of the
Circular.

Costs

The Scheme has been structured to avoid costs of the Scheme falling on
continuing shareholders in the enlarged AEI (excluding any costs of realising
or aligning the portfolio or stamp duty payable by AEI on the acquisition of
assets from the Company in connection with the Scheme), and to reduce the OCR
of the enlarged AEI. This will be achieved through a contribution to costs
from Aberdeen and the discount of two per cent. at which the Cash Option will
be offered.

In addition, subject to the Scheme becoming effective, Aberdeen has agreed to
scale back its fees, if required, so that the OCR of the enlarged AEI does not
exceed 0.78 per cent. compared to AEI's current OCR of 0.84 per cent. and
SHRS' OCR of 1.00 per cent..

Dividends

SHRS Pre-liquidation Dividend

The Board has announced a pre-liquidation dividend of 10 pence per Ordinary
Share which, subject to the Scheme Resolutions at the First General Meeting,
the resolution at the Ordinary Shareholders' Class Meeting and the AEI Scheme
Resolutions at the AEI General Meeting being passed, will be paid on 13 March
2026 to Ordinary Shareholders on the Company's register of members as at 20
February 2026, having an ex-dividend date of 19 February 2026 (the
"Pre-liquidation Dividend"). This will result in Ordinary Shareholders
receiving aggregate dividends for the year to 31 March 2026 (by which time the
Scheme is expected to have become effective) of 15.55p per Ordinary Share.

 

All Ordinary Shareholders on the Company's register of members as at 20
February 2026 will be entitled to receive the Pre-liquidation Dividend,
regardless of whether they are deemed to elect for the Rollover Option or
whether they elect (or are deemed to elect) for the Cash Option under the
Scheme. 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.

 

Future AEI dividends

New AEI Shares issued under the Scheme will rank fully pari passu with
existing AEI Shares for all dividends declared by AEI with a record date
falling after the date of the issue of the New AEI Shares.

New AEI Shares issued under the Scheme will not rank for the first interim
dividend announced by AEI in respect of the financial year ending 30 September
2026 payable on 27 March 2026 (the "AEI First Interim Dividend"). The first
AEI dividend that continuing shareholders in the enlarged AEI will receive is
expected to be paid in June 2026.

The Shareholder Meetings

The implementation of the Proposals will require approval by Shareholders: (i)
at a separate class meeting of Ordinary Shareholders; and (ii) two General
Meetings of the Company. The notices convening the First General Meeting, the
Ordinary Shareholders' Class Meeting and the Second General Meeting are set
out at the end of the Circular. Voting at the Shareholder Meetings will be by
poll. Each of the Shareholder Meetings will be held at the offices of Aberdeen
Group plc, 18 Bishops Square, London, E1 6EG.

Shareholders are advised to read carefully the section titled "The Shareholder
Meetings" in Part 3 of the Circular which includes further details on the
Shareholder Meetings and the action Shareholders should take to vote on the
Proposals.

In connection with the Scheme, Shareholder approval is also being sought to
amend the Articles to remove the requirement that separate meetings of a class
of shares convened by the Directors which are adjourned for lack of quorum,
may not be reconvened less than 10 clear days' after the original meeting.
This change is being proposed to help implement the Scheme if the quorum
requirement for the Ordinary Shareholders' Class Meeting is not met. Details
are set out in the section titled  "Amendment to Articles regarding adjourned
class meetings" in Part 3 of the Circular.

Recommendation

The Board, which has received independent financial advice from Winterflood in
relation to the terms of the Combination, considers the Proposals and the
Resolutions to be proposed at the Shareholder Meetings to be in the best
interests of Shareholders as a whole. In providing advice to the Board,
Winterflood has relied on the Board's commercial assessment of the
Combination.

Accordingly, the Board unanimously recommends that (i) all Shareholders vote
in favour of the Resolutions to be proposed at the First General Meeting and
the Second General Meeting, and (ii) all Ordinary Shareholders vote in favour
of the Resolution to be proposed at the Ordinary Shareholders' Class Meeting,
as the Directors intend to do in respect of their own beneficial holdings of
Ordinary Shares, which total 52,787 Ordinary Shares (representing 0.13 per
cent. of the Company's total voting rights).

The Directors intend to roll over their entire beneficial holdings of Ordinary
Shares into New AEI Shares. However, the Board cannot, and does not, give any
advice or recommendation to Ordinary Shareholders as to whether, or as to what
extent, they should elect for any of the options under the Scheme. The choice
between the options available under the Scheme will be a matter for each
Ordinary Shareholder to decide and will be influenced by their individual
investment objectives and by their personal, financial and tax circumstances.
Accordingly, Ordinary Shareholders should, before deciding what action to
take, read carefully all the information in the Circular and in the AEI
Information Memorandum.

Shareholders who are in any doubt as to the contents of the Circular or the
AEI Information Memorandum or as to the action to be taken should seek their
own personal financial advice from an appropriately qualified independent
financial adviser authorised under FSMA. 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.

Expected timetable

 ( )                                                                                 2026
 Publication of the Circular                                                         11 February
 Publication of AEI Circular                                                         11 February
 Date of declaration of Pre-liquidation Dividend to Ordinary Shareholders            11 February
 Ex dividend date for the Pre-liquidation Dividend to Ordinary Shareholders          19 February
 Record date for the Pre-liquidation Dividend to Ordinary Shareholders               6.00 p.m. on 20 February
 Latest time and date for receipt of proxy appointments in respect of the First      10.30 a.m. on 5 March
 General Meeting
 Latest time and date for receipt of proxy appointments in respect of the            10.45 a.m. on 5 March
 Ordinary Shareholders' Class Meeting
 First General Meeting                                                               10.30 a.m. on 9 March
 Ordinary Shareholders' Class Meeting                                                10.45 a.m. on 9 March
 AEI General Meeting                                                                 11.30 a.m. on 9 March
 Latest time and date for receipt of Forms of Election and TTE Instructions          1.00 p.m. on 9 March
 Record date for entitlements under the Scheme                                       6.00 p.m. on 9 March
 Ordinary Shares disabled in CREST (for settlement)                                  close of business on 9 March
 Trading in the Ordinary Shares on the London Stock Exchange suspended               7.30 a.m. on 10 March
 Calculation Date                                                                    close of business on 12 March
 Latest time and date for receipt of proxy appointments in respect of the            9.00 a.m. on 13 March
 Second General Meeting
 Pre-liquidation Dividend paid to Ordinary Shareholders                              13 March
 Reclassification of the Ordinary Shares                                              8.00 a.m. on 16 March
 Suspension of listing of Reclassified Shares and Company's Register closes           7.30 a.m. on 17 March
 Second General Meeting                                                              9.00 a.m. on 17 March
 Effective Date for implementation of the Scheme                                     17 March
 Appointment of the Liquidators                                                      17 March
 Announcement of the results of Elections, the SHRS Rollover FAV per Share, the      17 March
 SHRS Cash FAV per Share and the AEI FAV per Share
 Record date for entitlements in the liquidation of Preference Shareholders          6.00 p.m. on 17 March
 Admission and dealings in New AEI Shares commence                                   8.00 a.m. on 18 March
 CREST accounts credited in respect of New AEI Shares in uncertificated form         as soon as reasonably practicable on 18 March
 Cheques and electronic payments despatched to Ordinary Shareholders who elect       not later than 31 March
 for the Cash Option and CREST accounts credited with cash
 Certificates despatched in respect of New AEI Shares                                 not later than 31 March
 Cheques and electronic payments despatched to Preference Shareholders               not later than 31 March
 Cancellation of listing of Reclassified Shares                                       as soon as practicable after the Effective Date

 

Note: All references to time in this announcement are to UK time. Each of the
times and dates in the above expected timetable (other than in relation to the
Shareholder 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.

Defined terms used in this announcement have the meanings ascribed to them in
the Circular unless the context otherwise requires.

This announcement does not contain all the information which is contained in
the Circular and Shareholders should read the Circular and AEI Information
Memorandum before deciding what action to take in respect of the Proposals.

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/a/nsm/nationalstoragemechanism and is also available
on the Company's website at www.shiresincome.co.uk.

Enquiries:

 

 abrdn Fund Managers Limited                    +44 (0) 207 156 2382

 Ben Heatley (Head of Closed End Funds Sales)

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. The material contained in this announcement is given as at the
date of its publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to herein are
subject to revision and amendment.

The New AEI Shares have not been, and will not be, registered under the U.S.
Securities Act of 1933 (as amended) (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold in the United States or to, or
for the account or benefit of, U.S. persons absent registration or an
exemption from registration under the Securities Act. Moreover, the New AEI
Shares have not been, nor will they be, registered under the applicable
securities laws of Australia, Canada, Japan, New Zealand, the Republic of
South Africa, or any member state of the EEA (other than any member state of
the EEA where the shares are lawfully marketed). Further, AEI is not, and will
not be, registered under the US Investment Company Act of 1940, as amended.

Figures in this announcement that refer to past performance and past
performance should not be considered a reliable indicator of future results.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "might",
"will" or "should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of historical facts
included in this announcement, including, without limitation, those regarding
SHRS's or AEI's respective financial positions, strategies, plans, proposed
acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and,
accordingly, SHRS's or AEI's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements. These forward-looking statements speak only
as at the date of this announcement and cannot be relied upon as a guide to
future performance. Subject to its legal and regulatory obligations, SHRS
expressly disclaims any obligations or undertaking to update or revise any
forward-looking statements contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based unless required to do so by
law or any appropriate regulatory authority.

J.P. Morgan Securities plc (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is
authorised in the United Kingdom by the Prudential Regulatory Authority and
regulated by the Financial Conduct Authority and the Prudential Regulatory
Authority is acting exclusively for AEI and for no-one else in connection with
the Combination, will not regard any other person as its client in relation to
the Combination and will not be responsible to anyone other than AEI for
providing the protections afforded to its clients or for providing advice in
relation to the Combination, or any of the other matters referred to in this
announcement.  This does not exclude any responsibilities or liabilities of
J.P. Morgan Cazenove under the Financial Services and Markets Act 2000, as
amended, or the regulatory regime established thereunder.

Winterflood Securities Limited ("Winterflood") which is authorised in the
United Kingdom by the Financial Conduct Authority is acting exclusively for
SHRS and for no-one else in connection with the Combination, will not regard
any other person as its client in relation to the Combination and will not be
responsible to anyone other than SHRS for providing the protections afforded
to its clients or for providing advice in relation to the Combination, or any
of the other matters referred to in this announcement.  This does not exclude
any responsibilities or liabilities of Winterflood under the Financial
Services and Markets Act 2000, as amended, or the regulatory regime
established thereunder.

None of AEI, SHRS, Aberdeen, Winterflood or J.P. Morgan Cazenove, or any of
their respective affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or implied,
as to this announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to any of them,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use
of the announcement or its contents or otherwise arising in connection
therewith. Each of AEI, SHRS, Aberdeen, Winterflood and J.P. Morgan Cazenove,
and their respective affiliates, accordingly, disclaim all and any liability
whether arising in tort, contract or otherwise which they might otherwise have
in respect of this announcement or its contents or otherwise arising in
connection therewith.

 

 1  (#_ftnref1) Past performance should not be considered a reliable indicator
of future results.

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