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Aberforth Geared Income Trust Plc - Statement re Scheme Calculations

By PR Newswire

PR Newswire

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, AUSTRALIA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA.

This announcement is an advertisement and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in Aberforth Geared Income Trust plc (“AGIT” or “Company”) or Aberforth Split Level Income Trust plc ("ASLIT") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities. Any investment decision must be made exclusively on the basis of the final prospectus published by ASLIT and any supplement thereto or the final circular published by AGIT.

27 June 2017

Aberforth Geared Income Trust plc

Scheme Calculations

Further to the election results in connection with the reconstruction and winding up of the Company announced on 20 June 2017, the Board confirms the Formula Asset Value (FAV) per Ordinary Share and the Terminal Asset Value (TAV) per Zero Dividend Preference Share that will be used for the calculation of entitlements under the recommended Scheme (the "Scheme") and to determine the number of shares in Aberforth Split Level Income Trust plc ("ASLIT") to be issued to AGIT Shareholders.

Under the terms of the Scheme, details of which were set out in the circular to Shareholders dated 19 May 2017:

  • the FAV per Ordinary Share (being the entitlement of an Ordinary Share pursuant to the Scheme, calculated on the basis of the net asset value of the Company as at close of business on 23 June 2017 (the "Calculation Date")) was 251.34p; and
  • the TAV per Zero Dividend Preference Share (being the entitlement of a Zero Dividend Preference Share pursuant to the Scheme) was 159.70p.

In accordance with the Scheme, PricewaterhouseCoopers LLP have performed specific procedures over the calculations of the FAV per Ordinary Share and the TAV per Zero Dividend Preference Share and no exceptions were reported. The procedures performed by PricewaterhouseCoopers LLP did not constitute an audit of the Company.

For the purposes of the Scheme, the ASLIT Ordinary Shares will be issued at 100p and the ASLIT Zero Dividend Preference Shares will be issued at 100p.   

Based on the FAV per Ordinary Share and the TAV per Zero Dividend Preference Share set out above:

  • an AGIT Ordinary Shareholder who elected or was deemed to have elected for the Ordinary Rollover Option in respect of any Ordinary Shares shall receive approximately 2.5134 ASLIT Ordinary Shares under the Scheme in respect of each such Ordinary Share held;

  • an AGIT Ordinary Shareholder who elected for the Ordinary Cash Option in respect of any Ordinary Shares shall receive 251.34p under the Scheme in respect of each such Ordinary Share held;

  • an AGIT Zero Dividend Preference Shareholder who elected for the ZDP Rollover ZDP Option in respect of any Zero Dividend Preference Shares shall receive approximately 1.597 ASLIT Zero Dividend Preference Shares under the Scheme in respect of each such Zero Dividend Preference Share held;

  • an AGIT Zero Dividend Preference Shareholder who elected for the ZDP Rollover Ordinary Option in respect of any Zero Dividend Preference Shares shall receive approximately 1.597 ASLIT Ordinary Shares under the Scheme in respect of each such Zero Dividend Preference Share held;

  • an AGIT Zero Dividend Preference Shareholder who elected or was deemed to have elected for the ZDP Cash Option in respect of any Zero Dividend Preference Shares shall receive 159.70p under the Scheme in respect of each such Zero Dividend Preference Share held.

Fractions of Shares which would otherwise arise will be rounded down to the nearest whole number of Shares.

In accordance with the Scheme, and as described in the ASLIT Prospectus and AGIT Circular, the ASLIT Board shall have discretion (after consultation with the Investment Managers and J.P.Morgan Cazenove) to scale back elections and/or applications under the Issues to ensure that ASLIT: (i) will not be larger than the Company; and (ii) will have a ratio of ASLIT Ordinary Shares to ASLIT ZDP Shares of 4:1. In exercising its discretion, the ASLIT Board intends to seek to ensure a fair allocation between Shareholders who elect for the Rollover Options and, in allocating ASLIT Ordinary Shares, give preference, as far as practicable, to those existing Ordinary Shareholders who have elected (or are deemed to elect) for the Ordinary Rollover Option and, in allocating ASLIT ZDP Shares, the ASLIT Board intends to give preference, so far as practicable, to those investors who have subscribed for or rolled into ASLIT Ordinary Shares.

In accordance with the timetable a Regulatory Information Service announcement of the results of the Placing and Offer and the number of Ordinary Shares and ZDP Shares to be issued pursuant to the Scheme will be released on 29 June 2017.

The Scheme remains conditional on, among other conditions, the passing of the special resolution to place the Company into members' voluntary liquidation which will be proposed at the general meeting of the Company convened for 30 June 2017.  The Scheme will not become effective unless the resolution is passed.

Expected Timetable

All references are to UK time. 2017
Amendment to the Offcial List and dealings in Reclassi?ed Shares commence on the London Stock Exchange 8.00 a.m. on Thursday, 29 June
Dealings in Reclassifed Shares suspended 7.30 a.m. on Friday, 30 June
Second Meeting 11.00 a.m. on Friday, 30 June
Effective Date for implementation of the Proposals and commencement of the liquidation of the Company Friday, 30 June
Admission to listing of the ASLIT Shares to be issued pursuant to the Scheme and of the ASLIT Shares to be issued pursuant to the ASLIT Placing and Offer 8.00 a.m. on Monday, 3 July
ASLIT Shares issued in uncertifcated form credited to CREST accounts of Shareholders under the Scheme 8.00 a.m. on Monday, 3 July
ASLIT Shares issued in uncertifcated form credited to CREST accounts of ASLIT Shareholders under the Placing and  Offer 11.00 a.m. on Monday, 3 July
CREST payments made in respect of cash entitlements of Shareholders under the Scheme Friday, 7 July
Cheques despatched in respect of cash entitlements of Shareholders under the Scheme Friday, 7 July
Defnitive certifcates in respect of ASLIT Shares issued in certi?cated form pursuant to the Scheme despatched to Shareholders entitled thereto week commencing Monday, 10 July
Cancellation of listing of the Reclassifed Shares Monday, 10 July

Each of the times and dates in the above expected timetable (other than in relation to the Meetings) may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notifed to Shareholders by an announcement through a Regulatory Information Service provider.

Terms used in this announcement shall have the same meaning as set out in the Circular published by AGIT on 19 May 2017. 

For further information, please contact:

Investment Managers
Aberforth Partners LLP                                   0131 220 0733
Euan Macdonald
Alistair Whyte

Advisers to the Company
Dickson Minto W.S.                                       0207 649 6823
Douglas Armstrong                        

Advisers to ASLIT
J.P. Morgan Cazenove (JPMC)                         0207 742 4000
William Simmonds
Edward Gibson-Watt
Oliver Kenyon

Kepler Partners LLP                                        0203 384 8796
Hugh van Cutsem           

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time.

Dickson Minto W.S., which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dickson Minto W.S. or advice to any other person in relation to the matters contained herein.

J.P. Morgan Cazenove, which is authorised and regulated by the Financial Conduct Authority, is acting only for ASLIT in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible to anyone other than the ASLIT for providing the protections afforded to clients of J.P. Morgan Cazenove or advice to any other person in relation to the matters contained herein.

Kepler Partners LLP, which is authorised and regulated by the Financial Conduct Authority, is acting only for ASLIT in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible to anyone other than the ASLIT for providing the protections afforded to clients of Kepler Partners LLP or advice to any other person in relation to the matters contained herein.

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", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements on historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, ASLIT'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. Aberforth Partners LLP and Dickson Minto W.S. expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

None of the Company, ASLIT, Aberforth Partners LLP, J.P. Morgan Cazenove or Dickson Minto W.S., 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 this information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in 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. The Company, ASLIT, Aberforth Partners LLP and Dickson Minto W.S., 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.

This announcement does not constitute a prospectus relating to ASLIT, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or ASLIT in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus being considered for publication by ASLIT in due course. The contents of such prospectus will, if published, supersede the information in this announcement.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. Copies of the prospectus are available from www.morningstar.co.uk/uk/nsm.

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