ABERFORTH GEARED INCOME TRUST PLC
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 8.00 a.m. on Thursday, 29
Reclassi?ed Shares commence on the London Stock June
Exchange
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 Friday, 30 June
Proposals and commencement of the liquidation
of the Company
Admission to listing of the ASLIT Shares to be 8.00 a.m. on Monday, 3 July
issued pursuant to the Scheme and of the ASLIT
Shares to be issued pursuant to the ASLIT
Placing and Offer
ASLIT Shares issued in uncertifcated form 8.00 a.m. on Monday, 3 July
credited to CREST accounts of Shareholders
under the Scheme
ASLIT Shares issued in uncertifcated form 11.00 a.m. on Monday, 3 July
credited to CREST accounts of ASLIT
Shareholders under the Placing and Offer
CREST payments made in respect of cash Friday, 7 July
entitlements of Shareholders under the Scheme
Cheques despatched in respect of cash Friday, 7 July
entitlements of Shareholders under the Scheme
Defnitive certifcates in respect of ASLIT week commencing Monday, 10
Shares issued in certi?cated form pursuant to July
the Scheme despatched to Shareholders entitled
thereto
Cancellation of listing of the Reclassifed Monday, 10 July
Shares
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.
Aberforth Geared Income Trust : Statement re Scheme Calculations
June 27, 2017 at 02:01 am EDT
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