TIDMALAI
RNS Number : 7754Z
abrdn Latin American Income Fund Ld
18 May 2023
abrdn Latin American Income Fund Limited
Legal Entity Identifier (LEI): 549300DN623WEGE2MY04
RECOMMED PROPOSALS FOR THE SUMMARY WINDING-UP OF THE COMPANY
1. Introduction
Further to the announcement made on 15 March 2023, the Board is
putting forward proposals for the Summary Winding-up of the Company
under the Companies (Jersey) Law 1991. A circular to Shareholders
(the "Circular") will be posted today that provides details of the
Proposals, which are subject to Shareholder approval, and sets out
the Board's recommendation in favour of the Resolutions to be
proposed at the General Meeting of the Company to be held on the 12
day of June 2023 at 9:30 am. A notice of the General Meeting is set
out in the Circular.
The Circular will shortly be available on the Company's website
at www.latamincome.co.uk .
2. Background to the Proposals
It was stated in the Chairman's Statement in the 2022 Annual
Report that the preceding financial year had been volatile for
investors in a period during which the Company's equity investments
underperformed, predominantly due to a shift in market focus from
growth to value stocks. The political and economic challenges
facing the Latin American economies have also adversely impacted
the performance of the Company. Furthermore, wider global events,
including extreme weather and the war in Ukraine, have resulted in
higher commodity prices and put pressure on the global supply
chain. While some businesses have seen a positive impact from
higher energy prices, higher food and fuel prices added to the
inflationary environment that led central banks to start raising
policy rates.
While the Board believes that the Company's strategy remains
attractive in the longer term, it is aware that the Company's small
size makes it difficult to attract significant demand for its
shares and that the discount at which the shares trade to net asset
value is likely to persist.
As announced on 15 March 2023, the Board has considered the
views of its largest Shareholder and its professional advisers and,
taking into account the composition of the share register as a
whole, believes that the summary winding-up of the Company with the
net cash proceeds of the liquidation being returned to Shareholders
is in the best interests of Shareholders generally.
In considering the options available, the Board was mindful of
the costs that would be incurred in proposing a reconstruction of
the Company that allowed Shareholders to elect to receive shares or
interests in another investment vehicle without being deemed to
make a disposal for the purposes of UK capital gains tax. The Board
concluded that such costs were disproportionate relative to the
size of the Company and the expected small constituency of
Shareholders for whom such an option would be attractive.
3. Summary Winding-up
The Proposals involve the Company being placed, with the
approval of Shareholders, into Summary Winding-up. If the
Resolution is passed at the EGM and the Joint Liquidators are
appointed, the Joint Liquidators will wind up the Company in
accordance with the Companies (Jersey) Law 1991. It is currently
expected that the Portfolio will be realised for cash ahead of the
EGM. In this case, the Joint Liquidators would expect to distribute
the cash proceeds of the liquidation of the Portfolio, less the
costs of the Summary Winding-up and the amount attributable to the
Liquidation Fund described below to those Shareholders appearing on
the Register as at the Record Date as soon as reasonably
practicable (the Initial Distribution).
The Board estimates that the costs and expenses of the Proposals
will amount to approximately GBP320,000, which include the fees of
the Joint Liquidators and those of the Company's advisers in
connection with the Winding-up. These costs and expenses will be
provided for in the daily net asset value publication starting in
respect of close of business at today's date. The Joint Liquidators
will establish the Liquidation Fund in cash to pay the Company's
known and contingent liabilities (including any relevant value
added tax or goods and services tax), the costs of liquidation not
already paid at the point of liquidation and an additional
retention of GBP100,000 for unknown contingencies.
Once the Joint Liquidators have made the Initial Distribution,
satis ed claims of creditors of the Company and paid the costs and
expenses of the Summary Winding-up, it is expected that the Joint
Liquidators will make a nal distribution to Shareholders according
to their respective rights and interests in the Company. This nal
distribution, if any, will not be made until the Joint Liquidators
have completed their statutory duties to seek out, adjudicate and
pay creditors' claims and the Jersey Comptroller of Revenue has con
rmed it has no objection to the closure of the liquidation. The
precise timing of this nal distribution (if any) is uncertain and
is likely to be of a nominal amount per Ordinary Share, but it is
expected to be paid within 12 months of the commencement of the
Summary Winding-up.
4. Suspension and cancellation of the Company's listing and trading
The Register will be closed at 6:00 pm (BST) on 9 June 2023 and
the Ordinary Shares will be disabled in CREST at the start of
business on 12 June 2023. Application will be made to the FCA for
suspension of the listing of the Ordinary Shares on the Of cial
List and application will be made to the London Stock Exchange for
suspension of trading in the Ordinary Shares at 7:30 am (BST) on 12
June 2023. The last day for dealings in the Ordinary Shares on the
London Stock Exchange on a normal rolling two day settlement basis
will be 8 June 2023.
After close of business on 8 June 2023, dealings should be for
cash settlement only and will be registered in the normal way if
the transfer, accompanied by the documents of title, is received by
the Registrars by close of business on 9 June 2023. Transfers
received after that time will be returned to the person lodging
them and, if the Winding-up Resolution is passed, the original
holder will receive any proceeds from distributions made by the
Joint Liquidators.
The Company will also make an application for the cancellation
of the admission of the Ordinary Shares to listing on the Of cial
List and to trading on the Main Market, subject to the Resolutions
being passed, with cancellation expected to take effect at 8:00 am
(BST) on 14 June 2023.
5. The ResolutionS
The Summary Winding-up is subject to Shareholder approval at the
EGM and will not be implemented if the Resolutions are not
passed.
At the EGM, Shareholders will be asked to approve the following
matters pursuant to the Resolutions:
1. that the Company be summarily wound up in accordance with the
provisions of Article 146 of the Companies (Jersey) Law 1991;
2. that, if Resolution 1 carries, Linda Maree Johnson and Louis
Leonard Gerber of KPMG Advisory Limited, 37 Esplanade, St Helier,
Jersey, JE4 8WQ having consented to act, be and are appointed as
joint liquidators of the Company for the purposes of the summary
winding-up of the Company, with the power to act jointly and
severally for the purposes of the summary winding-up, including
distributing the Company's assets and any power conferred on them
by law or by the Resolution;
3. that, if Resolution 2 carries, the remuneration of the Joint
Liquidators be determined by reference to the time properly given
by them and their staff in attending to matters prior to and during
the winding-up of the Company and they be and are authorised to
draw such remuneration monthly or at such longer intervals as they
may determine and to pay any expenses properly incurred by them;
and
4. that, the Company be released from the obligation to prepare
or deliver any accounts or financial statements (whether audited or
unaudited) or reports to the members, save pursuant to any
mandatory requirement imposed by any law, regulation or listing
rules, starting on the first day of the current financial period
and ending on the date the Summary Winding-up is completed.
6. The General Meeting
A Notice convening the General Meeting to be held at Sir Walter
Raleigh House, 48-50 Esplanade, St Helier, Jersey, JE2 3QB on the
12 day of June 2023 at 9:30 am (BST), is set out in the Circular.
The Notice includes the full text of the Resolutions.
The quorum for the EGM will be two Shareholders present in
person, by proxy or by corporate representative and arrangements
will be made by the Company to ensure that the minimum of two
Shareholders required to form a quorum will attend the EGM in order
that it may proceed and the business be concluded. It is not
required that the Directors or representatives of the Manager (save
to the extent that such persons are required to form a quorum) will
be present in person.
There are special arrangements for holders of ordinary shares
through the abrdn Share Plan and Investment Trust ISA. These are
explained in the 'Letter of Direction' which such holders will have
received with the Circular.
7. Expected timetable - 2023
Action Timeline
Publication of the Circular 18 May
----------------------------------
Latest time and date for receipt 9:30 am on 5 June
of Letters of Direction from abrdn
Plan Participants for use at the
General Meeting
----------------------------------
Date from which it is advised that Close of business on 8 June
dealings in Ordinary Shares should
only be for cash settlement and immediate
delivery of documents of title
----------------------------------
Latest time and date for receipt 9:30 am on 8 June
of Forms of Proxy from Shareholders
for use at the General Meeting
----------------------------------
Latest time for delivery to Registrars 5 pm on 9 June
of documents of title relating to
dealings in Ordinary Shares subject
to cash settlement
----------------------------------
Close of the Register and Record 6 pm on 9 June
Date for participation in the Summary
Winding-up
----------------------------------
Suspension of Ordinary Shares from 7:30 am on 12 June
trading on the London Stock Exchange
and suspension of listing on the
Of cial List
----------------------------------
General Meeting to approve the Summary 9:30 am on 12 June
Winding-up and, if approved, the
appointment of the Joint Liquidators
----------------------------------
Announcement of the result of the 12 June
General Meeting
----------------------------------
Cancellation of the listing of the 8 am on 14 June
Ordinary Shares on the Of cial List
and cancellation of admission to
trading of the Ordinary Shares on
the Main Market
----------------------------------
Expected date for payment of Initial As soon as reasonably practicable
Distribution*
----------------------------------
* Actual date to be determined by the Joint Liquidators
All references to time are to the time in Jersey.
The dates and times set out in the expected timetable above may
be adjusted by the Company, in which event details of the new dates
and/or times will be noti ed to the FCA and the London Stock
Exchange, and an announcement will be made through a Regulatory
Information Service.
Capitalised words in this announcement bear the meanings given
to them in the Circular, unless the context otherwise required.
A copy of the Circular has been submitted to the U.K. National
Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
abrdn Capital International Limited
Secretary
Enquiries
Howard Myles, Chairman, via Singer Capital Markets
Robert Peel, Singer Capital Markets, +44 20 7496 3000
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END
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