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.