NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
5 July
2024
For Immediate Release
abrdn European Logistics
Income plc
Publication of Circular and
Notice of General Meeting
Further to the announcement of 20
May 2024, the Board of abrdn European Logistics Income plc (the
"Company") announces that a circular (the "Circular") to convene a
general meeting (the "General Meeting") has been published today
and sent to shareholders ("Shareholders"), the purpose of which is
to propose the adoption of an amended investment policy in order to
implement a managed wind-down of the Company (the "Managed
Wind-Down").
Under the proposed Managed Wind-Down
process, the Company will be managed with the intention of
realising all the assets in its portfolio in an orderly manner and
with a view to repaying borrowings and making timely returns of
capital to Shareholders.
The adoption of the amended
investment policy is conditional on Shareholder approval by way of
an ordinary resolution requiring the approval of a majority of the
Company's shares voted at the General Meeting (whether in person or
by proxy).
Additionally, in order to assist
with the future process of distributing net disposal proceeds from
the sale of assets to Shareholders, the Company is proposing a
further special resolution at the General Meeting to cancel the
Company's current share premium account in order to create further
distributable reserves for the Company.
The Board unanimously recommends
that Shareholders vote in favour of both resolutions to be proposed
at the General Meeting.
The Board and abrdn Fund Managers
Limited ("abrdn", the "Manager") anticipate that the realisation of
the portfolio will be concluded over an 18-24 month period, a
timeframe driven by, amongst other things, the market environment.
The intention is that the net disposal proceeds will be used to
balance the repayment of debt and return of capital to
Shareholders. On the basis of the realisation profile of the
portfolio anticipated by the Manager, the Company is targeting the
commencement of returning capital to Shareholders by the end of
2024.
The Company will seek to return cash
to Shareholders in an efficient and fair manner that accounts for,
among other things, the UK tax consequences for Shareholders and
the composition of the Company's Shareholder register.
Changes to the Investment Management
Agreement
Conditional upon the adoption of the
amended investment policy, the Board and the Manager intend to
amend the terms of the current investment management agreement
between the Company and the Manager (the "Investment Management
Agreement") to ensure, amongst other things, that the Manager's fee
arrangements are appropriately aligned with the objective of
maximising the value realised from the disposal of the Company's
assets in a timely manner.
Details of the proposed changes to
be made to the Investment Management Agreement have been set out in
the Appendix to this announcement and shall, if Shareholders
approve the adoption of the amended investment policy at the
General Meeting, be documented in an amendment to the Investment
Management Agreement, effective from 1 August 2024.
The proposed changes to the
Investment Management Agreement fall within Listing Rule 11.1.10R
(smaller related party transactions) and the details set out in
this announcement are being notified in accordance with Listing
Rule 11.1.10R(2)(c).
General Meeting
The General Meeting has been
convened for 10.00 a.m. on Tuesday, 23 July 2024 to be held at the
offices of abrdn plc, 18 Bishops Square, London, E1 6EG. The
expected timetable of principal events in relation to the General
Meeting is as follows:
Event
Time and Date
Publication of Circular
Friday 5 July 2024
Latest time and date for receipt of proxy
appointments
and instructions for the General Meeting
10.00 a.m. on Friday 19
July 2024
General Meeting
10.00 a.m. on Tuesday 23 July 2024
The Circular will be made available
on the Company's website at
https://www.eurologisticsincome.co.uk/en-gb/literature. For the
avoidance of doubt, neither the contents of this website nor the
contents of any websites accessible from any hyperlinks are
incorporated into or form part of this announcement.
A copy of the Circular will also be
submitted to the National Storage Mechanism, where it will shortly
be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries
abrdn Fund Managers Limited
+44 (0) 20
7156 2382
Gary Jones
Ben
Heatley
Investec Bank
plc
+44 (0) 20 7597 4000
David Yovichic
Denis Flanagan
FTI
Consulting
+44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
James McEwan
Investec Bank plc, which is
authorised in the United Kingdom by the Prudential Regulation
Authority and regulated in the UK by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting
exclusively for the Company and no one else in connection with the
matters referred to in this announcement and shall not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Investec, nor for providing
advice in connection with the matters referred to in this
announcement. Neither Investec nor any of its affiliates (nor any
of its or their respective directors, officers, employees,
representatives or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Investec in connection with the
matters referred to in this announcement.
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.
The distribution of this
announcement in jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law or any such
jurisdiction.
Capitalised terms used in this
announcement have the meanings given to them in the
Circular.
LEI Number
The Company's LEI Number is
213800I9IYIKKNRT3G50
Appendix
Proposed Changes to the
Investment Management Agreement
The Board and the Manager have
agreed to a material reduction in the management fee (the
"Management Fee") level and a reduction in the marketing fee (the
"Marketing Fee"), with the introduction of a new fee structure.
This new fee structure includes the reduced Management Fee, the
reduced Marketing Fee and the introduction of a disposal fee (the
"Disposal Fee") and a conditional disposal fee (the "Conditional
Disposal Fee"), where fees will be linked to the net realised value
of asset sales after accounting for adviser fees and any taxes
payable, as described below.
In addition to the below, the
Manager has agreed that the notice period under the Investment
Management Agreement will be reduced from twelve months down to
three months, with such notice not to be served before 31 March
2025. The Board has also agreed a key person risk provision with
the Manager to ensure continuity of management services.
Subject to the adoption of the new
investment policy, the Manager's current fee arrangement will be
replaced, effective from 1 August 2024, with the
following:
1) a Management Fee of 0.5 per cent.
per annum of the IFRS NAV, calculated and paid monthly in arrears
until the Company's shares are delisted;
2) a Disposal Fee of 0.65 per cent.
of net disposal proceeds realised per asset (being the disposal
proceeds received from the date of the General Meeting, after the
deduction of all disposal costs and all taxation payable). To
better align with Shareholder interests, such fees will be payable
in two instalments:
a) an initial payment once
properties which represented at least 80 per cent. of the Portfolio
Value have been sold; and
b) a balancing payment once 100 per
cent. of all properties have been sold.
3) A Conditional Disposal Fee
payable on completion of the portfolio Managed Wind-Down process
consisting of:
i) 0.05 per cent. of aggregate net
disposal proceeds if the aggregate gross sales value achieved is
equivalent to not less than 95 per cent. of the Portfolio Value,
or
ii) 0.1 per cent. of aggregate net
disposal proceeds if the aggregate gross sales value achieved is
equivalent to not less than 100 per cent. of the Portfolio
Value.
4) A reduced
annual Marketing Fee of £95,000 in relation
to abrdn's investor relations services and Shareholder
communications (including management of the Company website and
other Shareholder literature).
For the purposes of the above,
"Portfolio Value" means the valuation of the portfolio as at 31
March 2024 (being the date of the most recent valuation of the
Company's portfolio).
The Manager is a related party to
the Company and this change to the Investment Management Agreement
constitutes a smaller related party transaction under Listing Rule
11.1.10R. For the purposes of Chapter 11 of the Listing Rules, the
combined fees receivable in sections 1 to 4 above will be capped at
4.99 per cent. of the Company's IFRS NAV as at 31 March 2024. This
cap is a technical requirement under the Listing Rules and the
Board expects the aggregate fees to be substantially lower than the
cap.