Result of Scheme & Issue of New Shires Shares
01/12/2023 11:20
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RNS Number : 4169V Shires Income PLC 01 December 2023
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1 December 2023
Shires Income plc
Result of Scheme and Issue of New Shires Shares
The Board of Shires Income plc ("the Company") is pleased to announce that the
Company will acquire approximately £35.2 million of net assets from abrdn
Smaller Companies Income Trust plc ("ASCI") following approval by ASCI
Shareholders of the Scheme earlier today. The combination will result in the
issue of 11,268,494 New Shires Shares to ASCI Shareholders in accordance with
the Scheme.
The completion of the Scheme will enable the Company's shareholders
("Shareholders") to benefit from a significant increase in the size of the
Company, allowing the Company to spread fixed costs over a larger asset base
and to take advantage of the reducing tiered management fee structure at
higher levels of assets under management while also potentially improving
secondary liquidity and aiding marketability. The Scheme will also facilitate
a change in how the Company's smaller companies' exposure is delivered, with
Shareholders having direct exposure to its smaller companies' holdings rather
than indirectly through the Company's stake in ASCI, as currently is the case.
This indirect holding had meant that Shareholders were exposed to the wide
discount to underlying net asset value at which ASCI had been trading (17.1
per cent as at 24 July 2023, the latest practicable date prior to the
announcement of the Scheme), which will no longer be the case once the Scheme
completes.
The number of New Shires Shares to be issued was calculated based on a SHRS
FAV per Share of 247.121655 pence and an ASCI FAV per Share of 244.910837
pence, producing a conversion ratio of approximately 0.991054 New Shires
Shares for every ASCI Share rolling over, each calculated in accordance with
the Scheme. As set out in the shareholder circular published by the Company on
17 October 2023 (the "Circular"), fractional entitlements to New Shires Shares
will not be issued under the Scheme and entitlements will be rounded down to
the nearest whole number of New Shires Shares.
Admission and dealings
Applications have been made for the New Shires 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 4 December 2023.
Following the issue of the New Shires Shares noted above, the Company's share
capital will consist of 41,487,506 Ordinary Shares (excluding treasury
shares), with each Ordinary Share holding one voting right, and an additional
745,568 Ordinary Shares held in treasury.
The figure of 41,487,506 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.
ASCI Shareholders who hold their ASCI Shares in uncertificated form and are
entitled to receive New Shires Shares, will receive New Shires Shares in
uncertificated form on 4 December 2023. Certificates in respect of New Shires
Shares to be issued to ASCI Shareholders who hold their ASCI Shares in
certificated form and are entitled to receive New Shires Shares, will be
despatched in the week commencing 11 December 2023.
Overseas Shareholders
As set out in the Circular, Overseas ASCI Shareholders have been deemed to
have elected for the Cash Option, unless they have provided the Company and/or
the Liquidators with evidence reasonably satisfactory to them that the
relevant Overseas ASCI Shareholder(s) is/are permitted to hold New Shires
Shares under any relevant securities laws or regulations of such overseas
jurisdictions.
Capitalised terms used but not defined in this announcement will have the same
meaning as set out in the Circular.
The Chairman of the Company, Robert Talbut, commented:
"We are pleased to see a successful combination of ASCI and Shires, and we
believe this will deliver significant benefits for the combined entity and its
shareholders."
Enquiries:
Robert Talbut, Chair
via J.P. Morgan Cazenove
William Simmonds / Rupert Budge, J.P. Morgan Cazenove
+44 203 493 8000
Maria Allen, abrdn Fund Managers Limited
+44 203 680 0305
Legal Entity Identifier: 549300HVCIHNQNZAYA89
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