ABRDN SMALLER CO. INCOME TRUST THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains proposals relating to the reconstruction and voluntary winding up of abrdn Smaller Companies Income Trust plc (the "Company") on which Shareholders are being asked to vote and in relation to which Shareholders have the right to make an Election. If you are in any doubt about the action you should take you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom, without delay.
If you sell or transfer, or have sold or transferred, all of your Ordinary Shares, please send this document together with the accompanying documents (but not the accompanying personalised Forms of Proxy, Form of Election, Letters of Direction or Form of Instruction (as applicable)) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, the prospectus published by Shires Income plc ("Shires" or "SHRS") (the "SHRS Prospectus") should not be forwarded to or transmitted in or into the United States (subject to certain exceptions described herein), Australia, Canada, Japan, New Zealand, the Republic of South Africa or any EEA State or into any other jurisdictions if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions. Shareholders who are resident in, or citizens of, territories outside the United Kingdom should read the sections titled "Overseas Shareholders" in Parts 3 and 4 of this document.
The New SHRS Shares are not and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and the New SHRS Shares may not be offered, sold, pledged or otherwise transferred within the United States, or to or for the benefit of "U.S. persons" as defined in Regulation S under the US Securities Act ("US Persons") except pursuant to an exemption from the registration requirements of the US Securities Act. Additionally, Shires is not, and does not intend to be, registered as an investment company under the U.S Investment Company Act of 1940, as amended (the "US Investment Company Act"), and SHRS Shareholders are not, and will not be, entitled to the benefits of the US Investment Company Act. No issuance, offer, purchase, sale or transfer of New SHRS Shares may be made except in a manner which would not require Shires to register under the US Investment Company Act. There has been and will be no public offer of the New SHRS Shares in the United States. Capitalised terms used in this document have the meanings ascribed to them in Part 7 of this document (unless the context otherwise requires).
ABRDN SMALLER COMPANIES
INCOME TRUST PLC
(Incorporated and registered in Scotland with registered number SC137448) (An investment company under section 833 of the Companies Act 2006)
Recommended proposals for the members' voluntary winding up of the Company and
combination with Shires Income plc and Related Party Transaction
and
Notices of General Meetings
This document should be read in conjunction with the SHRS Prospectus. The SHRS prospectus is available on the Shires website at www.shiresincome.co.uk. The Proposals described in this document are conditional, amongst other things, on Shareholder approval. Your attention is drawn to pages 42 and 43 of this document which summarise the risk factors associated with the Proposals. Your attention is further drawn to the letter from the Chair of the Company set out in Part 1 of this document which contains, among other things, the recommendation of the Directors that Shareholders vote in favour of the Resolutions to be proposed at the General Meetings referred to below. This document should be read in its entirety before deciding what action you should take.
Notices of two general meetings of the Company to be held on 20 November 2023 and on 1 December 2023, respectively, (the "General Meetings") are set out at the end of this document. Both General Meetings will be held at the offices of Dickson Minto W.S., Level 4, Dashwood House, 69 Old Broad Street, London EC2M 1QS.
All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the General Meetings and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf. Forms of Proxy for use in connection with the General Meetings are enclosed. To be valid for use at the General Meetings, the Forms of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to the Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and, in any event, by no later than 48 hours (excluding any part of a day that is not a Business Day) before the time of the relevant General Meeting. Alternat ively, you may appoint a proxy or proxies electronically by visitin g www.sharevote.co.ukand following the instructions. In order to appoint a proxy using this website, members will need their Voting ID, Task ID and Shareholder Reference Number, each of which is printed on the face of the accompanying Form of Proxy. Full details of the procedures are given on the website. Alternatively, Shareholders who have already registered with the Registrar's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.ukusing their user ID and password. Once logged in, click "View" on the "My Investments" page, click the link to vote and then follow the on-screen instructions. Proxy appointments must be submitted so as to be received by the Registrar by no later than 48 hours (excluding any part of a day that is not a Business Day) before the time of the relevant General Meeting. Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notices of the General Meetings set out at the end of this document). Proxies submitted via CREST for the General Meetings must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 48 hours (excluding any part of a day that is not a Business Day) before the time of the relevant General Meeting.
Shareholders holding Ordinary Shares through either the abrdn Share Plan, the abrdn Investment Plan for Children or the abrdn Investment Trusts ISA (each a "Share Plan" and together the "Share Plans") will have received with this document the Letters of Direction which must be completed and returned in accordance with the instructions printed thereon (to be valid for use at the General Meetings) to the Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible, but, in any event, so as to be received by no later than five Business Days (excluding any part of a day that is not a Business Day) before the time of the relevant General Meeting.
Shareholders who hold Ordinary Shares in certificated form will also find enclosed with this document a Form of Election for use in connection with the Proposals. To be valid, Forms of Election must be completed and returned to the Receiving Agent, Equiniti, using the enclosed reply-paid envelope (with the blue flash printed thereon and for use within the UK only), at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive as soon as possible and, in any event, by no later than 1.00 p.m. on 24 November 2023, or for those Shareholders who hold Ordinary Shares in a Share Plan in certificated form, the Form of Instruction enclosed with this document must be completed and returned to the Receiving Agent, Equiniti, using the enclosed reply-paid envelope (with the blue flash printed thereon and for use within the UK only) at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA so as to arrive as soon as possible and, in any event, by no later than 1.00 p.m. on 17 November 2023. Shareholders who hold their Ordinary Shares in uncertificated form will not receive a Form of Election and should make their elections in accordance with the instructions contained in the section of this document titled "Ordinary Shares held in uncertificated form (that is, in CREST)", which can be found in Part 3 of this document. All Elections will be irrevocable and may not be withdrawn or amended without the consent of the Directors. Failure to return a Form of Election or Form of Instruction or to submit a TTE Instruction (as applicable) or the return of a Form of Election or Form of Instruction which is not validly completed will result in the relevant Shareholder (other than certain Overseas Shareholders) being deemed to have elected for the Rollover Option in respect of their entire holding of Ordinary Shares. Overseas Shareholders will not be sent a copy of the SHRS Prospectus and should read the sections titled "Overseas Shareholders" in Parts 3 and 4 of this document.
Winterflood Securities Limited ("Winterflood") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Winterflood or for providing advice in relation to the Proposals, the contents of this document and the accompanying documents or any other matter referred to herein or therein. This does not exclude any responsibilities which Winterflood may have under FSMA or the regulatory regime established thereunder.
2
NOTICE TO US SHAREHOLDERS
The Scheme is being implemented subject to United Kingdom disclosure requirements which are different from certain United States disclosure requirements. In addition, US Shareholders should be aware that this document has been prepared in accordance with a UK format and style, which differs from the US format and style. In particular, parts of this document contain information concerning the Scheme required by UK disclosure requirements which may be material and may not have been summarised elsewhere in the document. Furthermore, the Scheme will be subject to other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. US Shareholders should note that SHRS Shares are not listed on a US securities exchange and Shires is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder (the "SEC"). The Scheme is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act.
It may be difficult for US Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since Shires is located in a foreign country, and all of its officers and directors are residents of a foreign country. US Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgement. Whether located in the United States or elsewhere, US Shareholders will receive any cash consideration in Pounds Sterling.
It is important that you complete and return the Forms of Proxy or the Letters of Direction (as applicable), appoint a proxy or proxies electronically or use the CREST electronic voting service in the manner referred to above, and return the Form of Election or Form of Instruction or submit a TTE Instruction (as applicable) as soon as possible. Your attention is drawn to the section titled "Action to be taken by Shareholders and Share Plan Participants" on pages 5 to 7 of this document.
17 October 2023
3
CONTENTS | ||
Page | ||
ACTION TO BE TAKEN BY SHAREHOLDERS AND SHARE PLAN PARTICIPANTS | 5 | |
EXPECTED TIMETABLE | 8 | |
PART 1 LETTER FROM THE CHAIR | 9 | |
PART 2 SHIRES INCOME PLC | 20 | |
PART 3 FURTHER DETAILS OF THE PROPOSALS | 26 | |
PART 4 | THE SCHEME | 34 |
PART 5 | RISK FACTORS | 42 |
PART 6 | ADDITIONAL INFORMATION | 44 |
PART 7 | DEFINITIONS | 46 |
NOTICE OF FIRST GENERAL MEETING | 54 | |
NOTICE OF SECOND GENERAL MEETING | 59 |
4
ACTION TO BE TAKEN BY SHAREHOLDERS AND SHARE PLAN PARTICIPANTS
Full details of the action to be taken by Shareholders and Share Plan Participants are set out in the section of Part 1 of this document titled "Action to be taken", which can be found on pages 16 to 18 of this document, and in the instructions contained in the Forms of Proxy, the Letters of Direction, the Form of Election and the Form of Instruction (as applicable). You should read the whole of this document before deciding what action to take. The attention of Overseas Shareholders is drawn to the sections titled "Overseas Shareholders" in Parts 3 and 4 of this document.
TO VOTE ON THE PROPOSALS
To vote on the Proposals
TO MAKE AN ELECTION
To elect for the Rollover Option in respect of all of your Ordinary Shares
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Aberdeen Smaller Companies Income Trust plc published this content on 17 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2023 13:42:11 UTC.
