ASIA DRAGON TRUST PLC THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR 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 ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IF YOU ARE IN A TERRITORY OUTSIDE OF THE UNITED KINGDOM, WITHOUT DELAY.
If you have sold or otherwise transferred all of your ordinary shares ("Shares") in Asia Dragon Trust plc (the "Company"), please send this document (but not the accompanying personalised Form of Proxy or Letter of Direction), 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 onward transmission to the purchaser or transferee.
The definitions used in this document are set out in Part 4 of this document.
ASIA DRAGON TRUST PLC
(Incorporated in Scotland with registered number SC106049)
(An investment company within the meaning of section 833 of the Companies Act 2006)
Recommended Proposals relating to (i) the issue of New Shares pursuant to a scheme of reconstruction and members' voluntary winding up of abrdn New Dawn Investment Trust plc under section 110 of the Insolvency Act 1986; (ii) the adoption of a New Investment Policy; and (iii) amendments to the Company's Articles
and
Notice of General Meeting
The Proposals described in this document are conditional on Shareholder approval. Your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document, which contains, among other things, the recommendation of the Board that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting referred to below. This document should be read in its entirety before deciding what action you should take.
Notice of a General Meeting of the Company to be held at the offices of abrdn plc, 18 Bishop's Square, London, E1 6EG on 25 October 2023 at 2.00 p.m. (the "General Meeting") is set out at the end of this document.
All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the General Meeting and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf. Shareholders are requested to return the Form of Proxy accompanying this document for use in connection with the General Meeting. To be valid, Forms of Proxy must be completed, signed and returned in accordance with the instructions printed thereon so as to be received by the Registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and, in any event, by no later than 2.00 p.m. on 23 October 2023.
Investors holding 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 a Letter of Direction. To be valid, Letters of Direction must be completed, signed and returned in accordance with the instructions printed thereon so as to be received by the Registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and, in any event, by no later than 2.00 p.m. on 18 October 2023.
Shareholders who hold their 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 notice of General Meeting set out at the end of this document). Proxies submitted via CREST for the General Meeting must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 2.00 p.m. on 23 October 2023.
Winterflood Securities Limited (the "Sponsor" or "Winterflood"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in
connection with the Proposals and will not be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to any matter referred to herein. This does not exclude any responsibilities which the Sponsor may have under FSMA or the regulatory regime established thereunder.
This document should be read as a whole and your attention is drawn to the section titled "Action to be taken" on pages 11 and 12 of this document.
2
CONTENTS | ||
EXPECTED TIMETABLE | 4 | |
PART 1 | LETTER FROM THE CHAIRMAN | 5 |
PART 2 | DETAILS OF THE SCHEME AND THE SCHEME ISSUE | 13 |
PART 3 | PROPOSED NEW INVESTMENT POLICY | 19 |
PART 4 | DEFINITIONS | 21 |
NOTICE OF GENERAL MEETING | 28 |
3
EXPECTED TIMETABLE
2023 | |||
Publication of this document | 22 September | ||
Latest time and date for receipt of Letters of Direction for the General | |||
Meeting | 2.00 p.m. on 18 | October | |
Latest time and date for receipt of Forms of Proxy for the General | |||
Meeting | 2.00 p.m. on 23 | October | |
General Meeting | 2.00 p.m. on 25 | October | |
Announcement of results of the General Meeting | 25 | October | |
Calculation Date for the Scheme | 5.00 p.m. on 2 | November | |
Effective Date of implementation of the Scheme | 8 | November | |
Announcement of the results of the Scheme and respective FAVs per | |||
share | 8 | November | |
CREST Accounts credited with, and dealings commence in, New | |||
Shares | 8.00 a.m. on 9 | November | |
not later than 10 Business Days | |||
Share certificates in respect of New Shares despatched | from the Effective Date |
Note: All references to time in this document are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meeting) 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.
4
PART 1
LETTER FROM THE CHAIRMAN
ASIA DRAGON TRUST PLC
(Incorporated in Scotland with registered number SC106049)
(An investment company within the meaning of section 833 of the Companies Act 2006)
Directors | Registered Office |
James Will (Chairman) | 1 George Street |
Gaynor Coley | Edinburgh |
Matthew Dobbs | EH2 2LL |
Susan Sternglass Noble | |
Charlie Ricketts | |
22 September 2023 |
Recommended Proposals relating to (i) the issue of New Shares pursuant to a scheme of reconstruction and members' voluntary winding up of abrdn New Dawn Investment Trust plc under section 110 of the Insolvency Act 1986; (ii) the adoption of a New Investment Policy; and (iii) amendments to the Company's Articles
and
Notice of General Meeting
Dear Shareholder,
Introduction and background
As announced on 21 July 2023, the Board has agreed terms with the board of abrdn New Dawn Investment Trust plc ("New Dawn") in respect of a proposed combination of the assets of the Company with the assets of New Dawn. The combination, if approved by Shareholders and New Dawn Shareholders, will be effected by way of a scheme of reconstruction and winding up of New Dawn under section 110 of the Insolvency Act (the "Scheme") and the associated transfer of part of the cash, assets and undertaking of New Dawn to the Company in exchange for the issue of new ordinary shares in the Company (the "New Shares") (the "Scheme Issue").
Following implementation of the Scheme, the Enlarged Company will continue to be managed by abrdn Fund Managers Limited ("AFML" or the "AIFM") and abrdn Asia Limited ("abrdn Asia" or the "Investment Manager"). However, in connection with, and as a condition of, the Scheme, the Board is proposing certain amendments to the Company's investment objective and policy (the "Investment Policy Change") which will be subject to Shareholder approval. The principal amendment will be to permit investment in Australasia in order to provide the management team with greater geographic flexibility, but there will also be other clarificatory or modernising amendments (all as set out in Part 3 of this document). The Company's current portfolio managers are Adrian Lim and Pruksa Iamthongthong. Adrian Lim is retiring from the Investment Manager on 30 September 2023, after which the portfolio managers of the Company will be Pruksa Iamthongthong and James Thom (who is currently co-manager of New Dawn).
The Scheme Issue and the Investment Policy Change together constitute the "Scheme Proposals". Implementation of the Scheme Proposals is conditional upon, among other things, approval of the Scheme by Shareholders and New Dawn Shareholders and approval of the Investment Policy Change by Shareholders.
Whilst not a requirement or condition of the Scheme, the Board is also proposing amendments to the Company's existing articles of association (the "Existing Articles") in order to provide the Directors with the power to (i) request certain information from Shareholders, (ii) refuse to register a transfer of shares in the Company or (iii) require the transfer of shares to an eligible transferee, in circumstances where the Directors believe a failure to do so may result in a breach of, or give rise to onerous obligations on the Company under, certain US securities laws.
5
| Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Asia Dragon Trust plc published this content on 22 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2023 15:19:04 UTC.
