SHIRES INCOME PLC THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser in your own jurisdiction.
If you have sold or otherwise transferred all of your shares in Shires Income 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.
SHIRES INCOME PLC
(Incorporated in England and Wales with registered no. 00386561 and registered as an
investment company under section 833 of the Companies Act 2006)
Recommended proposals to combine the assets of the Company with
abrdn Smaller Companies Income Trust plc and the issue of new Ordinary Shares pursuant to a scheme of reconstruction of abrdn Smaller Companies Income Trust plc
under section 110 of the Insolvency Act 1986
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. The document should be read as a whole before deciding what action to take and your attention is drawn to the section titled "Action to be taken" on pages 7 and 8 of this document. Your attention is also drawn to the letter from the Chairman of the Company on pages 2 to 9 of this document, which contains the recommendation of the Board that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
Notice of the general meeting of the Company to be held on 20 November at 12.00 p.m. (the "General Meeting") at 280 Bishopsgate, London EC2M 4AG 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, the Form 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 12.00 p.m. on 16 November 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 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 12.00 p.m. on 13 November 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 in 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 12.00 p.m. on 16 November 2023.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (the "Sponsor" or "JPMC"), 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.
Applications will be made to the FCA and the London Stock Exchange for all of the New Shires Shares to be admitted to the premium segment of the Official List under Chapter 15 of the Listing Rules and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission will become effective on 4 December 2023 and dealings in the New Shires Shares issued pursuant to the Scheme will commence on 4 December 2023.
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CONTENTS | ||
Page | ||
EXPECTED TIMETABLE | 4 | |
PART 1 LETTER FROM THE CHAIRMAN | 5 | |
1 | Introduction | 5 |
2 | Details of the Proposals | 6 |
3 | Approvals being sought from Shareholders | 9 |
4 | Further information | 10 |
PART 2 DETAILS OF THE SCHEME AND THE SCHEME ISSUE | 12 | |
1 | The Scheme | 12 |
2 | Details of the Scheme | 12 |
3 | Details of the Issue | 14 |
4 | Conditions of the Scheme | 15 |
5 | Distribution in specie | 15 |
6 | Transfer Agreement | 15 |
7 | Costs and expenses of the Proposals | 16 |
8 | AIFM cost contribution and notice period waiver | 16 |
9 | Admission and dealings | 16 |
10 | Dilution | 17 |
11 | Overseas ASCI Shareholders and Sanctions Restricted Persons | 17 |
PART 3 RISK FACTORS RELATING TO THE PROPOSALS | 18 | |
PART 4 DEFINITIONS | 19 | |
NOTICE OF A GENERAL MEETING | 25 | |
APPENDIX TO NOTICE OF GENERAL MEETING | 29 |
3
EXPECTED TIMETABLE
2023 | ||
Publication of this document | 17 October | |
Latest time and date for receipt Letters of Direction for | 12.00 p.m. on 13 November | |
abrdn Share Plan holders for the General Meeting | ||
Latest time and date for receipt of the Form of Proxy | 12.00 p.m. on 16 November | |
for the General Meeting | ||
General Meeting | 12.00 p.m. on 20 November | |
Announcement of results of the General Meeting | 20 | November |
Calculation Date for value attributable under the Scheme | 5.00 p.m. on 27 November | |
Announcement of the results of the Scheme and respective | 1 | December |
FAVs per share for Shires and ASCI | ||
Effective Date of implementation of the Scheme | 1 | December |
CREST Accounts credited with, and dealings commence in, | 8.00 a.m. on 4 | December |
New Shires Shares | ||
Share certificates in respect of New Shires Shares despatched | not later than 10 Business Days | |
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.
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PART 1
LETTER FROM THE CHAIRMAN
SHIRES INCOME PLC
(incorporated in England and Wales with registered no. 00386561 and registered as an
investment company under section 833 of the Companies Act 2006)
Directors | Registered Office | |
Robert Talbut (Chairman) | 280 Bishopsgate | |
Robin Archibald | London | |
Jane Pearce | EC2M 4AG | |
Helen Sinclair | 17 October 2023 | |
Dear Shareholder | ||
Recommended proposals to combine the assets of the Company with | ||
1 | Introduction | abrdn Smaller Companies Income Trust plc |
The Company announced on 26 July 2023 that the Board had agreed heads of terms with the board of directors of abrdn Smaller Companies Income Trust plc ("ASCI") for a proposed combination of the assets of ASCI with the assets of the Company.
ASCI is a UK-domiciled investment trust with net assets as at 13 October 2023 of approximately £55.7 million and a market capitalisation as at that date of approximately £54.2 million. Both the Company and ASCI are managed by abrdn Fund Managers Limited ("AFML") and have UK equity income as a key part of their investment objectives, including exposure to UK smaller companies. To date the Company has achieved its small company exposure through its significant shareholding in ASCI since its flotation in 1992, currently representing around 13.6 per cent. of ASCI's shares(1).
The Board has been discussing for some time whether the Company's smaller company exposure could be delivered more efficiently and with less pricing volatility than through the ASCI stake. The Board believes that the combination with ASCI should achieve this outcome and should also result in a meaningful increase in the size of the Company through the issue of the New Shires Shares under the Scheme, with the attendant benefits described below.
The Combination will be implemented through a scheme of reconstruction and voluntary winding-up of ASCI under section 110 of the Insolvency Act 1986.
The purpose of this document is to explain the Proposals, the actions required in order for the Proposals to be implemented and convene a General Meeting of the Company to approve the Proposals, notice of which is set out at the end of this document. Details of the Resolutions to be proposed at the General Meeting are set out below. The expected timetable for the Proposals is provided on page 1 of this document.
The Board expect that the key benefits of the proposed combination will be: (i) the increase in scale and (ii) reduced costs while the Company maintains its exposure to UK smaller companies.
The Board considers the Proposals to be in the best interests of Shareholders as a whole and recommends that Shareholders vote in favour of all the Resolutions to be proposed at the General Meeting.
- As at 13 October 2023.
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Shires Income 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 14:10:30 UTC.
