TIDMAGIT
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 (the "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 the Company.
Aberforth Geared Income Trust plc (the Company)
Update on planned reconstruction and winding up of the Company and declaration
of a final interim dividend
The last "Chairman's Statement", released with the Company's Interim Report on
23 January 2017, shared the Board's thoughts about the planned winding-up of
the Company. This announcement provides an update to Shareholders on these
plans.
The Board has reached agreement in principle with Aberforth Split Level Income
Trust plc (ASLIT) on the outline terms of the reconstruction and winding-up of
the Company, expected to become effective on 30 June 2017, under which ASLIT
will act as a rollover option for investors in the Company.
ASLIT will be a new split capital investment trust, expected to launch on 3
July 2017, which will invest in a diversified portfolio of small UK quoted
companies. Aberforth Partners, the Company's investment managers, will also be
the investment managers of ASLIT. ASLIT's capital structure will comprise
ordinary shares and ZDP shares in a 4:1 ratio. Both classes of share will be
issued at 100 pence per share on launch.
ASLIT's investment objective will be to provide ASLIT ordinary shareholders
with a high level of income, with the potential for income and capital growth,
and to provide ASLIT ZDP shareholders with a final capital entitlement on
ASLIT's planned winding-up date of 1 July 2024. The gross redemption yield of
the ASLIT ZDP shares at launch will be announced when the ASLIT prospectus is
published by the end of May 2017.
Under the terms of the proposed reconstruction:
* Ordinary Shareholders (other than overseas holders) will be able to
exchange some or all of their investment in the Company for ordinary shares
in ASLIT and/or to realise some or all of their investment in the Company
for cash.
* ZDP Shareholders (other than overseas holders) will be able to exchange
some or all of their investment in the Company for ZDP shares in ASLIT and/
or ordinary shares in ASLIT and/or to realise some or all of their
investment in the Company for cash. ZDP Shareholders will also be able to
elect for ASLIT ordinary shares and ASLIT ZDP shares, in a 4:1 ratio, to
the extent that their election for ASLIT ZDP shares is scaled back.
Pursuant to these proposals, it is currently anticipated that ASLIT would
acquire part or all of the Company's assets, the consideration to be satisfied
in part by the issue of ASLIT shares to Shareholders electing to roll over
their investment into ASLIT, with the balance being payable by ASLIT to the
Company in cash which it intends raising by means of a placing and offer for
subscription.
It is intended that the ASLIT board shall have discretion (after consultation
with Aberforth Partners and J.P. Morgan Cazenove) to scale back elections and/
or applications to ensure that ASLIT:
* will not be larger than the Company; and
* will have a ratio of ASLIT ordinary shares to ASLIT ZDP shares of 4:1.
In exercising its discretion, it is the intention of the ASLIT board to seek to
ensure a fair allocation and give preference, so far as is practicable, in
allocating ASLIT ordinary shares, to those Ordinary Shareholders who have
elected (or are deemed to elect) to rollover into ASLIT ordinary shares and, in
allocating ASLIT ZDP shares, the ASLIT board intends to give preference, so far
as is practicable, to those investors who have also subscribed for (or rolled
into) ASLIT ordinary shares.
The ASLIT board intends to target aggregate dividends, in respect of the period
to 30 June 2018, of not less than 4 pence per ASLIT ordinary share. This is not
a profit forecast. There can be no guarantee that ASLIT will pay such or any
dividends.
Final interim dividend
The Board has declared a final interim dividend of 8 pence per Ordinary Share.
This dividend will be paid on 31 May 2017 to Ordinary Shareholders on the
register on 12 May 2017. The ex dividend date will be 11 May 2017. No further
dividends are expected to be paid after this. Ordinary shareholders will
receive value for any remaining undistributed revenue reserves as part of the
scheme of reconstruction described above.
Next Steps
The Board, in conjunction with the ASLIT board, and advisers to both companies,
is working towards publishing final proposals by the end of May 2017.
Shareholders will note that the Board's plans are now at a relatively advanced
stage though do remain subject to change, in whole or in part.
27 April 2017
For further information, please contact:
Investment Managers
Aberforth Partners LLP +44 (0) 131 220 0733
Euan Macdonald
Alistair Whyte
Advisers to the Company
Dickson Minto W.S. +44 (0) 207 649 6823
Douglas Armstrong
Advisers to ASLIT
J.P. Morgan Cazenove (JPMC) +44 (0) 207 742 4000
William Simmonds
Edward Gibson-Watt
Oliver Kenyon
Kepler Partners LLP +44 (0) 203 384 8796
Hugh van Cutsem
Important notices
The content of this announcement, which has been prepared by, and is the sole
responsibility of, the Company, has been approved by Aberforth Partners LLP
solely for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended). Aberforth Partners LLP is authorised and
regulated by the Financial Conduct Authority.
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 document 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, if published, will be available from
Aberforth Partners LLP's website www.aberforth.co.uk.
END
(END) Dow Jones Newswires
April 27, 2017 02:00 ET (06:00 GMT)
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