Shires Income PLC Result of Scheme & Issue of New Shires Shares (4169V)
01 Diciembre 2023 - 5:20AM
UK Regulatory
TIDMSHRS
RNS Number : 4169V
Shires Income PLC
01 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM 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, ANY MEMBER STATE
OF THE EEA, OR ANY 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 upon in connection with, or act as an inducement to enter
into, any contract or commitment whatsoever.
1 December 2023
Shires Income plc
Result of Scheme and Issue of New Shires Shares
The Board of Shires Income plc ("the Company") is pleased to
announce that the Company will acquire approximately GBP35.2
million of net assets from abrdn Smaller Companies Income Trust plc
("ASCI") following approval by ASCI Shareholders of the Scheme
earlier today. The combination will result in the issue of
11,268,494 New Shires Shares to ASCI Shareholders in accordance
with the Scheme.
The completion of the Scheme will enable the Company's
shareholders ("Shareholders") to benefit from a significant
increase in the size of the Company, allowing the Company to spread
fixed costs over a larger asset base and to take advantage of the
reducing tiered management fee structure at higher levels of assets
under management while also potentially improving secondary
liquidity and aiding marketability. The Scheme will also facilitate
a change in how the Company's smaller companies' exposure is
delivered, with Shareholders having direct exposure to its smaller
companies' holdings rather than indirectly through the Company's
stake in ASCI, as currently is the case. This indirect holding had
meant that Shareholders were exposed to the wide discount to
underlying net asset value at which ASCI had been trading (17.1 per
cent as at 24 July 2023, the latest practicable date prior to the
announcement of the Scheme), which will no longer be the case once
the Scheme completes.
The number of New Shires Shares to be issued was calculated
based on a SHRS FAV per Share of 247.121655 pence and an ASCI FAV
per Share of 244.910837 pence, producing a conversion ratio of
approximately 0.991054 New Shires Shares for every ASCI Share
rolling over, each calculated in accordance with the Scheme. As set
out in the shareholder circular published by the Company on 17
October 2023 (the "Circular"), fractional entitlements to New
Shires Shares will not be issued under the Scheme and entitlements
will be rounded down to the nearest whole number of New Shires
Shares.
Admission and dealings
Applications have been made for the New Shires Shares to be
admitted to the premium segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of the London Stock Exchange (together,
"Admission"). It is expected that Admission will take place at 8.00
a.m. on 4 December 2023.
Following the issue of the New Shires Shares noted above, the
Company's share capital will consist of 41,487,506 Ordinary Shares
(excluding treasury shares), with each Ordinary Share holding one
voting right, and an additional 745,568 Ordinary Shares held in
treasury.
The figure of 41,487,506 Ordinary Shares may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in
voting rights, or a change to their interest in the Company, under
the Disclosure Guidance and Transparency Rules.
ASCI Shareholders who hold their ASCI Shares in uncertificated
form and are entitled to receive New Shires Shares, will receive
New Shires Shares in uncertificated form on 4 December 2023.
Certificates in respect of New Shires Shares to be issued to ASCI
Shareholders who hold their ASCI Shares in certificated form and
are entitled to receive New Shires Shares, will be despatched in
the week commencing 11 December 2023.
Overseas Shareholders
As set out in the Circular, Overseas ASCI Shareholders have been
deemed to have elected for the Cash Option, unless they have
provided the Company and/or the Liquidators with evidence
reasonably satisfactory to them that the relevant Overseas ASCI
Shareholder(s) is/are permitted to hold New Shires Shares under any
relevant securities laws or regulations of such overseas
jurisdictions.
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Circular.
The Chairman of the Company, Robert Talbut, commented:
"We are pleased to see a successful combination of ASCI and
Shires, and we believe this will deliver significant benefits for
the combined entity and its shareholders."
Enquiries:
Robert Talbut, Chair
via J.P. Morgan Cazenove
William Simmonds / Rupert Budge, J.P. Morgan Cazenove
+44 203 493 8000
Maria Allen, abrdn Fund Managers Limited
+44 203 680 0305
Legal Entity Identifie r: 549300HVCIHNQNZAYA89
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December 01, 2023 06:20 ET (11:20 GMT)
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