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DVA - Aberforth Split Level Income Trust Plc - Statement re Result of Elections and Reclassification of the Shares

Company: Aberforth Split Level Income Trust plc Date: 2024-06-26 Language: English Register to download
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# Aberforth Split Level Income Trust Plc - Statement re Result of Elections and Reclassification of the Shares

PR Newswire

LONDON, United Kingdom, June 26

*****NOT***** *****FOR***** *****RELEASE,***** *****PUBLICATION***** *****OR***** *****DISTRIBUTION,***** *****IN***** *****WHOLE***** *****OR***** *****IN***** *****PART,***** *****DIRECTLY***** *****OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, AUSTRALIA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA.*****

*****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 Split Level Income Trust plc (the "Company")***** *****or Aberforth Geared Value & Income Trust plc (“AGVIT”) 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 AGVIT***** *****and***** *****any***** *****supplement thereto or the final circular published by the Company.*****

**Aberforth** **Split** **Level** **Income Trust plc**

**Result of Elections and Reclassification of the Shares**

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| --- |
| **Result of Elections**<br><br>In connection with the proposals for a combination of the assets of Aberforth Split Level Income Trust plc (the “ **Company** ”) with Aberforth Geared Value & Income Trust plc (" **AGVIT** ") by means of a scheme of reconstruction and members' voluntary liquidation of the Company under section 110 of the Insolvency Act 1986 (the " **Scheme** "), the Board of the Company announces that the results of Elections under the Scheme were as follows:<br><br>Elections for AGVIT Ordinary Shares were made, or deemed to have been made, in respect of:<br><br>-     123,133,500 of the Company’s Ordinary Shares (representing approximately 64.7 per cent. of the Company’s Ordinary Shares in issue); and<br>-     168,108 of the Company’s ZDP Shares (representing approximately 0.3 per cent. of the Company’s ZDP Shares in issue).<br><br>Elections for AGVIT ZDP Shares were made, or deemed to have been made, in respect of:<br><br>-   22,056,562 of the Company’s ZDP Shares (representing approximately 46.4 per cent. of the Company’s ZDP Shares in issue).<br><br>Elections for Cash were made, or deemed to have been made, in respect of:<br><br>-     67,116,500 of the Company’s Ordinary Shares (representing 35.3 per cent. of the Company’s Ordinary Shares in issue; and<br>-     25,337,830 of the Company’s ZDP Shares (representing approximately 53.3 per cent. of the Company’s ZDP Shares in issue). |
| **Reclassification of Shares** |
| Elections for AGVIT Shares pursuant to the Scheme are subject to any scaling back required under the terms of the Proposals, in particular, to ensure that AGVIT will have a ratio of AGVIT Ordinary Shares to AGVIT ZDP Shares of 8:3. Following the application of this scaling back, the Company’s Shares will be reclassified as follows:<br><br>190,250,000 Ordinary Shares will be reclassified as:<br><br>-   67,116,500 shares with “A” rights (being Ordinary Shares in respect of which Elections were made, or were deemed to have been made, for cash);<br>-   123,133,500 shares with “C” rights (being Ordinary Shares in respect of which Elections were made, or were deemed to have been made, for AGVIT Ordinary Shares); and<br>-   0 shares with “D” rights (being Ordinary Shares in respect of which Elections were deemed to have been made for AGVIT ZDP Shares).<br><br>47,562,500 ZDP Shares will be reclassified as:<br><br>-   25,337,830 shares with “B” rights (being ZDP Shares in respect of which Elections were made, or were deemed to have been made, for cash);<br>-   22,056,562 shares with “E” rights (being ZDP Shares in respect of which Elections were made, or were deemed to have been made, for AGVIT ZDP Shares); and<br>-     168,108 shares with “F” rights (being ZDP Shares in respect of which Elections were made, or were deemed to have been made, for AGVIT Ordinary Shares).<br><br>Applications have been made to the Financial Conduct Authority and to the London Stock Exchange for the listing in respect of the Company's Shares to be amended to reflect the reclassification of its Shares as Reclassified Shares. It is expected that such amendment will become effective from 8.00 a.m. on 27 June 2024. The Reclassified Shares will be suspended from listing at 7.30 a.m. on 28 June 2024.  <br><br>The Scheme remains conditional on, among other conditions, the passing of the special resolution to place the Company into members' voluntary liquidation which will be proposed at the Second General Meeting of the Company convened for 28 June 2024. The Scheme will not become effective unless that resolution is passed. |
| **Expected timetable** |

|     |     |
| --- | --- |
|     | *2024* |
| Announcement of the results of the Elections and Reclassification of the Shares | 26 June |
| Reclassification of the Shares and admission of the Reclassified Shares to the London Stock Exchange | 8.00 a.m. on 27 June |
| Announcement of (i) the results of the AGVIT Placing and Offer, (ii) the TAV per ZDP Share and the FAV per Ordinary Share and (iii) the number of AGVIT Ordinary Shares and AGVIT ZDP Shares to be issued pursuant to the Scheme | 27 June |
| Suspension of listing of and dealing in Reclassified Shares and Company’s Register closes | 7.30 a.m. on 28 June |
| **Second General Meeting** | **10.00 a.m. on** **28** **June** |
| Effective Date for implementation of the Proposals and commencement of the liquidation of the Company | 28 June |
| Admission to listing of, and dealings commence in, (i) the AGVIT Shares issued pursuant to the Scheme and (ii) the AGVIT Shares issued pursuant to the AGVIT Placing and Offer | 8.00 a.m. on 1 July |
| AGVIT Shares issued in uncertificated form credited to CREST accounts of Shareholders under the Scheme | as soon as is reasonably practicable on 1 July |
| AGVIT Shares issued in uncertificated form credited to CREST accounts of AGVIT Shareholders under the AGVIT Placing and Offer | as soon as is reasonably practicable on 1 July |
| CREST payments made in respect of cash entitlements of Shareholders under the Scheme | 12 July |
| Cheques despatched in respect of cash entitlements of Shareholders under the Scheme | 12 July |
| Definitive certificates in respect of AGVIT Shares issued in certificated form pursuant to the Scheme despatched to Shareholders entitled thereto | 12 July |
| Cancellation of listing of the Reclassified Shares | as soon as practicable after the Effective Date |
| All references to time in this announcement are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meetings) may be extended or brought forward without further notice. If any of the above times and/or dates changes, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service provider. |     |

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning as given to them in the Circular. Copies of the Circular are available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please contact:

**Investment** **Managers**

**Aberforth** **Partners** **LLP**   **+44 (0) 131 220** **0733**

Euan Macdonald

Peter Shaw

**Financial** **Advisers** **to** **the Company** **and** **Sponsor & Placing Agent to AGVIT**

|     |     |
| --- | --- |
| **J.P. Morgan Cazenove** **(JPMC)** | **+44 (0) 203 493 8000** |
| William Simmonds<br><br>Rupert Budge |     |
| **Solicitors** **to** **the** **Company and AGVIT Dickson Minto LLP** | **+44** **(0)** **207 649** **6823** |
| Douglas Armstrong |     |

**Legal Entity Identifier: 21380013QYWO82NZV529**

**Important** **notices**

This announcement does not constitute a prospectus relating to AGVIT, 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 AGVIT 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 AGVIT Prospectus (which is available from Aberforth Partners LLP's website at [www.aberforth.co.uk](http://www.aberforth.co.uk) ).

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.

  

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