TIDMHHI
RNS Number : 5925O
Henderson High Income Trust PLC
04 October 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE
EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL .
This announcement is not an offer to sell, or a solicitation of
an offer to acquire, securities in the United States or in any
other jurisdiction in which the same would be unlawful. Neither
this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
4 October 2023
Henderson High Income Trust plc
Legal Entity Identifier: 213800OEXAGFSF7Y6G11
Proposed Combination with Henderson Diversified Income Trust
plc
Introduction
The Board of Henderson High Income Trust plc (the "Company" or
"HHI") is pleased to announce that it has agreed heads of terms
with the Board of Henderson Diversified Income Trust plc ("HDIV")
in respect of a proposed combination of HDIV with HHI. The
combination, if approved by each company's shareholders, will be
effected by way of a scheme of reconstruction and winding up of
HDIV under section 110 of the Insolvency Act 1986 (the "Scheme")
and the associated transfer of part of the assets and undertaking
of HDIV to HHI in exchange for the issue of new ordinary shares in
HHI ("New HHI Shares") (together the "Proposals").
Following implementation of the Proposals, the enlarged HHI will
continue to be managed, on the same basis as currently, by Janus
Henderson Investors UK Limited ("Janus Henderson") with David Smith
continuing as the lead portfolio manager, supported by the Janus
Henderson Global Equity Income team and the fixed income team for
the bond allocation. The Company's investment objective and policy
will not be amended in connection with the Proposals.
The Board of HHI believes that, if the Proposals are
implemented, HHI shareholders will benefit from, amongst other
things, the economies of scale that are expected to result from the
enlarged asset base, including improved market liquidity in HHI
shares and cost efficiencies.
The Proposals will be subject to approval by the shareholders of
both HHI and HDIV in addition to regulatory and tax approvals.
Summary of the Scheme
The Proposals will be effected by way of a scheme of
reconstruction of HDIV under section 110 of the Insolvency Act
1986, resulting in the voluntary winding up of HDIV and the
transfer of part of HDIV's cash, assets and undertaking to HHI on a
Formula Asset Value ("FAV") for FAV basis.
Under the Scheme, HDIV shareholders will be entitled to elect to
receive in respect of some or all of their HDIV shares:
-- New HHI Shares (the "Rollover Option"); and/or
-- cash (the "Cash Option").
The Cash Option will be offered at a discount of 1.0 per cent.
to the HDIV NAV per share (the "Cash Discount"). There will be no
limit on the number of HDIV shares which may be elected for the
Cash Option. New HHI Shares will be issued as the default option
under the Scheme in the event that HDIV shareholders do not make a
valid election under the Scheme.
As noted above, the Scheme will be undertaken on a FAV for FAV
basis. The FAV of HHI (the "HHI FAV") and the FAV of HDIV (the
"HDIV FAV") for the purposes of the Scheme will be calculated in
accordance with the respective company's normal accounting policies
and will take into account any respective costs, in excess of the
Janus Henderson Cost Contribution (as defined below), payable by
each company, with the exception of stamp duty and listing fees
which will be paid by the enlarged HHI, and any dividends declared
but not paid prior to the calculation date.
The HHI FAV will be equal to the HHI NAV, subject to the
aforementioned adjustments, plus a premium of 1.0 per cent. The
uplift in FAV delivered by the Cash Discount will be for the
benefit of the HDIV rollover shareholders.
The Scheme will be subject to approval by the shareholders of
both companies in addition to regulatory and tax approvals. In
accordance with customary practice for such transactions involving
investment trusts, the City Code on Takeovers and Mergers is not
expected to apply to the Scheme. A timetable and further details of
the Scheme will be announced in due course.
Benefits of the Proposals
The Board believes that, if implemented, the Proposals will have
a number of benefits for HHI shareholders, including:
-- Enhanced liquidity : The scale of the enlarged HHI is
expected to improve the marketability and liquidity of HHI's
shares.
-- Lower ongoing charges ratio : Existing and new shareholders
in HHI are expected to benefit from a lower ongoing charges ratio
with the enlarged Company's fixed costs spread over a larger asset
base.
-- Significant cost contribution from Janus Henderson : Janus
Henderson will offer a contribution to the costs of the Proposals
which, combined with the premium on the issue price of the New HHI
Shares, will ensure that there will be no dilution to the Company's
NAV per share.
Costs of the Proposals and Janus Henderson Contribution
As noted above, Janus Henderson has undertaken to make a
contribution to the costs of the Proposals. This contribution will
be calculated as 1.25 per cent of the assets transferred to HHI by
HDIV, up to a maximum contribution of GBP1.1 million and subject to
a minimum contribution of GBP360,000, whether or not the Scheme is
implemented (the "Janus Henderson Contribution"). The Janus
Henderson Contribution will be allocated first to pay HHI's fixed
costs, up to a cap of GBP550,000, with any balance of the Janus
Henderson Contribution allocated to pay HDIV's costs. The Janus
Henderson Contribution will be reflected in the relevant FAVs of
each company.
Expected timetable
A circular to shareholders of the Company, providing further
details of the Proposals and convening a general meeting to approve
the Proposals, and a prospectus in respect of the issue of New HHI
Shares in connection with the Scheme are expected to be published
by the Company in December 2023. The Proposals are anticipated to
become effective in January 2024.
The Chairman of HHI, Jeremy Rigg, commented:
"This combination offers attractive benefits for our existing
shareholders and shareholders in HDIV who elect for the rollover
option. Supported by the Janus Henderson group, the combination
will increase the size of HHI, improve the liquidity and
marketability in the Company's shares and help to reduce the
ongoing charges ratio by spreading costs across a larger
shareholder base, which is in the interests of both existing and
new shareholders.
HHI has a strong track record of providing a high level of
income for shareholders whilst also delivering long-term capital
growth and the Company remains committed and focused on continuing
to deliver on these objectives."
For further information please
contact:
Janus Henderson Investors +44 (0) 20 7818
UK Limited 4458
Dan Howe
+44 (0) 20 7649
Dickson Minto Advisers 6823
Douglas Armstrong
Important Information
This announcement contains information that is inside
information for the purposes of Article 7 of the UK version of
Regulation (EU) No. 596/2014 which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended (the "Market
Abuse Regulation"). The person responsible for arranging for the
release of this announcement on behalf of Henderson High Income
Trust plc is Janus Henderson Secretarial Services UK Limited acting
as Corporate Secretary.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
UPDDZMGGGFRGFZZ
(END) Dow Jones Newswires
October 04, 2023 02:01 ET (06:01 GMT)
Henderson High Income (LSE:HHI)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Henderson High Income (LSE:HHI)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024