Pre-Annual General Meeting Information • Jul 5, 2019
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.
If you have sold or otherwise transferred all of your Ordinary Shares, please pass this document (but not the accompanying personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker or other agent through whom you made the disposal for onward transmission to the purchaser or transferee.
This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of, any security. This document does not constitute a prospectus or prospectus equivalent document.
(Incorporated in England and Wales with registered number 11032222 and registered as an investment company under Section 833 of the Companies Act)
and
This document should be read as a whole. Nevertheless, your attention is drawn to the letter from your Chairman which contains a recommendation from the Board of the Company that you vote in favour of the Resolutions to be proposed at the General Meeting.
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and for no-one else in connection with the Proposals, will not regard any other person (whether or not a recipient of this document) as a client in relation to the Proposals and will 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 Proposals or any other matter referred to in this document.
Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by FSMA or the regulatory regime established thereunder, Investec does not accept any responsibility whatsoever for the content of this document and no representation or warranty, express or implied, is made or purported to be made by it, or on its behalf, in connection with the Company or the Proposals, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. To the fullest extent permitted by law, Investec disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise which it may otherwise have in respect of this document or any such statement.
Notice of the General Meeting to be held at Bow Bells House, 1 Bread Street, London EC4M 9HH on 24 July 2019 at 10.30 a.m. is set out at the end of this document. The Proposals described in this document are conditional upon Shareholder approval of the Resolutions at the General Meeting.
Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event so as to arrive by no later than 10.30 a.m. on 22 July 2019.
The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
This document is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
| EXPECTED TIMETABLE | 4 |
|---|---|
| LETTER FROM THE CHAIRMAN | 5 |
| DEFINITIONS | 10 |
| NOTICE OF GENERAL MEETING | 12 |
Date of this document 5 July 2019
Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions for the General Meeting
10.30 a.m. on 22 July 2019
General Meeting 10.30 a.m. on 24 July 2019
The times and dates set out in the expected timetable and mentioned throughout this document may, in certain circumstances, be adjusted by the Company, in which event details of the new times and dates will be notified, as required, to the FCA and the London Stock Exchange and, where appropriate, Shareholders and an announcement will be made through a Regulatory Information Service. All references to times in this document are to London time unless otherwise stated.
(Incorporated in England and Wales with registered number 11032222 and registered as an investment company under Section 833 of the Companies Act)
Directors: Anthony (Tony) Roper (Chairman) Caroline Gulliver John Heawood Diane Wilde
Registered Office: Bow Bells House 1 Bread Street London EC4M 9HH
5 July 2019
To Shareholders
Dear Sir or Madam
and
The Company has today announced proposals for a target issue of 100 million new Ordinary Shares to fund new acquisitions as well as putting in place a share issuance programme to enable future fund raising, subject to shareholder approval. The proposals together comprise:
(together the "Proposals").
The Company has published the Prospectus today containing details of the Issue and the Share Issuance Programme. The Prospectus is available on the Company's website (www. eurologisticsincome.co.uk) and the National Storage Mechanism of the FCA at www.morningstar.co. uk/uk/nsm and hard copies of the documents that comprise the Prospectus are available free of charge from the Company's registered office, Bow Bells House, 1 Bread Street London EC4M 9HH. Existing qualifying Shareholders holding their Ordinary Shares in certificated form (i.e. not through CREST) will receive a personalised Open Offer application form for use in connection with the Open Offer together with a copy of the Prospectus. Qualifying Shareholders holding their Ordinary Shares via CREST will be invited to participate in the Open Offer through CREST and will be able to access the Prospectus on the Company's website as noted above.
Shareholders in the United States and the other excluded territories are not entitled to participate in the Open Offer (or permitted access to the Prospectus) and will not receive an application form in relation to the Open Offer.
Both the Issue and the Share Issuance Programme are conditional upon, amongst other things, the Company obtaining Shareholder approval at the General Meeting.
The purpose of this Circular is to give Shareholders details of the General Meeting being convened at which the Resolutions will be proposed, as well as the background to, and the benefits of, the Proposals and the reasons why the Board is recommending that you vote in favour of the Resolutions at the General Meeting.
The Company has fully deployed the funds raised at launch in 2017, together with associated gearing. As at the date of this Circular, the Portfolio consists of ten warehouses, consisting of nine operating standing assets and one forward funded development project. The funding of the development project has concluded and practical completion and occupation by the tenant is due to take place in early July 2019. In addition, the Group has exchanged contracts to acquire a further operational warehouse asset in The Netherlands for €24 million and completion of this acquisition is scheduled for early July 2019. Upon completion of the above, the Portfolio will be diversified across five different countries and 28 tenants.
The European logistics market is sizeable and growing, with the sector benefiting from rapid take-up of facilities and long inflation-linked leases to quality tenants. The Investment Manager's local property teams, based in key European logistics locations, continue to provide the Company with access to on- and off-market deals. The Investment Manager has a pipeline of attractive investment opportunities available to it and is presently in a period of exclusivity to carry out due diligence in relation to two potential acquisitions which, in aggregate, are valued at approximately €58 million.
The Company also has access to a pipeline of potential investments and is engaged in discussions with the owners, or developers, of a number of assets that meet the Company's investment criteria and are available for potential acquisition. The Directors consider that these investment opportunities are likely to be value accretive to investors over the medium term. Given the number of investment opportunities available, including those currently in exclusivity, and the dynamic nature of the pipeline, the Board together with the Investment Manager are confident that any proceeds raised under the Issue will be capable of deployment within a reasonable timeframe.
In order to be able to take advantage of these investment opportunities, the Company is, therefore, targeting an issue of 100 million new Ordinary Shares through the Issue. The Issue comprises the Placing, the Open Offer and the Offer for Subscription, of, in aggregate, 100 million new Ordinary Shares, with the ability to increase the size of the Issue up to 150 million Ordinary Shares, at an issue price of 98.75 pence per new Ordinary Share.
The Board values the support provided to it from its existing Shareholders and as such it has included a material element of pre-emption in the Issue. Under the terms of the Open Offer, therefore, Ordinary Shares are being made available to existing qualifying Shareholders on the basis of 2 new Ordinary Shares for every 5 existing Ordinary Shares held at the applicable record date for the Open Offer.
The Company expects to use the proceeds of the Issue to acquire further investments in line with its stated investment strategy and, when combined with available and proposed future debt, will allow the Company to achieve its stated investment objective. The total number of Ordinary Shares to be issued pursuant to the Issue, and therefore the gross proceeds of the Issue, are not known as at the date of this Circular but will be notified by the Company via a Regulatory Information Service prior to Initial Admission.
The Directors believe that the Issue has the following principal benefits for Shareholders:
(d) partially anti-dilutive: through the Open Offer, allow existing Shareholders to participate in the Issue on a pre-emptive basis.
The Company also proposes to put in place a Share Issuance Programme, which will open on the date of Initial Admission, with the flexibility to issue up to a further 200 million Shares in aggregate (being Ordinary Shares and/or C Shares, at the Board's discretion).
The Share Issuance Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue Shares on appropriate occasions over a period of time. The Share Issuance Programme is intended to satisfy market demand for the Shares and to raise further money for investment in accordance with the Company's investment policy. The Share Issuance Programme is designed to give the Board the flexibility to include pre-emptive elements in any future issue.
The Directors believe that the issue of Shares pursuant to the Share Issuance Programme should yield the following principal benefits:
The Directors will consider the potential impact of any subsequent issues under the Share Issuance Programme on the payment of dividends to Shareholders, and intend to ensure that it will not result in any material dilution of the dividends per Ordinary Share that the Company may be able to pay.
As the Issue is, and any Subsequent Issue under the Share Issuance Programme will be, priced in Sterling but will be calculated based on a Sterling conversion of the Company's applicable Euro denominated Net Asset Value per Ordinary Share, the Company is seeking the approval of Shareholders at the General Meeting to the methodology for the fixing of such Sterling issue prices, as summarised below.
The Company's last published Net Asset Value per Ordinary Share, calculated as at 31 March 2019, was €1.06. For the purposes of the calculation of the issue price in respect of the Issue, account has been taken of Net Asset Value performance since that date (including, inter alia, an adjustment to reflect the first interim dividend of 1.41 euro cents to be paid on 10 July 2019) and an additional premium has been applied to at least cover the costs of the Issue. In determining the issue price in Sterling terms, an appropriate Euro/Sterling rate on 4 July 2019 (being the latest practicable date prior to the Publication of the Prospectus) has been applied.
In the event of the Company undertaking a Subsequent Issue pursuant to the Share Issuance Programme, the relevant issue price for such Subsequent Issue will be calculated by reference to the most recently announced Net Asset Value per Ordinary Share, taking into account subsequent Net Asset Value performance and applying an appropriate premium.
In determining the issue price in Sterling terms of a Subsequent Issue (other than a Placing-Only Issue), an appropriate Euro/Sterling rate, on the latest practicable date prior to the publication of the relevant Future Securities Note will be applied. In the case of a Placing-Only Issue, the issue price in Sterling terms will be calculated by reference to an appropriate Euro/Sterling rate on the date on which such Placing-Only Issue closes.
In order to seek the Shareholder approvals required to implement the Proposals, the Board is convening the General Meeting. The notice convening the General Meeting to be held at 10.30 a.m. on 24 July 2019 at Bow Bells House, 1 Bread Street, London EC4M 9HH in connection with the Proposals is set out at the end of this Circular.
At the General Meeting, the following Resolutions will be proposed:
In order to be passed, the Resolutions to be proposed at the General Meeting will require, in the case of Resolutions 1, 2 and 5, which are to be proposed as ordinary resolutions, the approval of Shareholders representing more than 50 per cent. of the votes cast at the General Meeting. In the case of Resolutions 3 and 4, both of which are to be proposed as special resolutions, the approval of Shareholders representing at least 75 per cent. of the votes cast at the General Meeting is required to carry the resolution.
The Articles provide that at the General Meeting each Shareholder present in person or by proxy or who (being a corporation) is present by a representative shall on a show of hands have one vote and on a poll shall have one vote for each Share of which he is a holder.
The quorum for the General Meeting is two persons entitled to attend and to vote, each being a Shareholder or a proxy of a Shareholder or a duly authorised representative of a corporation which is a Shareholder. In the event that the General Meeting is adjourned and the above-mentioned quorum is not present, the quorum at such adjourned General Meeting is one.
The formal notice convening the General Meeting is set out on pages 12 to 14 of this Circular.
Shareholders will find enclosed with this document a personalised Form of Proxy for use at the General Meeting. Submission of a Form of Proxy will enable your vote to be counted at the General Meeting, as the case may be, in the event of your absence. Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by hand (during business hours only), to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received by no later than 10.30 a.m. on 22 July 2019. Alternatively, shareholders may submit an electronic proxy appointment by logging onto Equiniti's website www. sharevote.co.uk (more details on submitting a proxy electronically can be found in note (ii) in the notes section of the Notice of Meeting).
If you hold your Ordinary Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST participant ID RA19) by no later than 10.30 a.m. on 22 July 2019. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting.
Shareholders are requested to complete and return a Form of Proxy or CREST Proxy Instruction (as applicable) whether or not they wish to attend the General Meeting. The return of a Form of Proxy or the submission of a CREST Proxy Instruction will not prevent Shareholders from attending the General Meeting or any adjournment thereof, and voting in person should they so wish.
The Board considers that the Proposals are in the best interests of the Shareholders taken as a whole and accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
The Board intends to vote in favour of the Resolutions in respect of their holdings of Ordinary Shares amounting to 95,000 Ordinary Shares in aggregate (representing approximately 0.05 per cent. of the issued ordinary share capital of the Company as at 4 July 2019).
Yours faithfully
Tony Roper (Chairman)
In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:
| AIFM | Aberdeen Standard Fund Managers Limited |
|---|---|
| Articles | the articles of association of the Company |
| Board | the board of Directors of the Company |
| Business Day | a day on which the London Stock Exchange and banks in London are normally open for business |
| Circular | this document |
| CREST | the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| CREST Manual | the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| CREST Proxy Instructions | allowing holders of Ordinary Shares in uncertificated form (that is, in CREST) to appoint a proxy by completing and transmitting a CREST Proxy Instruction |
| Companies Act | the Companies Act 2006 and any statutory modification or re enactment thereof for the time being in force |
| Company | Aberdeen Standard European Logistics Income PLC |
| C Shares | C shares of £0.10 each in the capital of the Company |
| Directors | the directors of the Company |
| Disclosure Guidance and Transparency Rules |
the disclosure guidance and transparency rules made by the Financial Conduct Authority under Part VI of FSMA |
| Euroclear | Euroclear UK & Ireland Limited, being the operator of CREST |
| Financial Conduct Authority or FCA |
the UK Financial Conduct Authority |
| Form of Proxy | the personalised form of proxy provided with this Circular for use by Shareholders in connection with the General Meeting |
| FSMA | the Financial Services and Markets Act 2000 (as amended) |
| Future Securities Note | a securities note to be issued in the future by the Company in respect of each Subsequent Issue, if any, of Shares (other than a Placing-Only Issue) pursuant to the Share Issuance Programme |
| General Meeting | the general meeting of the Company to consider the Resolutions, convened for 10.30 a.m. on 24 July 2019 or any adjournment thereof, notice of which is set out on pages 12 to 14 of this document |
| Group | the Company and the other companies in its group for the purposes of Section 606 of the Corporate Taxes Act 2010 |
| Initial Admission | admission of the Ordinary Shares to the premium listing segment of the Official List of the FCA and admission of the Ordinary Shares to trading on the main market for listed securities of the London Stock Exchange pursuant to the Issue |
| Investec | Investec Bank plc |
|---|---|
| Listing Rules | the listing rules made by the FCA under section 74 of FSMA |
| London Stock Exchange | London Stock Exchange plc |
| Net Asset Value | the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time-to-time |
| Net Asset Value per Ordinary Share |
at any time the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) at the date of calculation |
| Notice of General Meeting | the notice of the General Meeting as set out on pages 12 to 14 of this document |
| Offer for Subscription | the offer for subscription of Ordinary Shares forming part of the Issue |
| Official List | the Official List maintained by the FCA |
| Open Offer | the conditional offer to qualifying Shareholders, constituting an invitation to apply for Ordinary Shares forming part of the Issue |
| Ordinary Shares | ordinary shares of one penny each in the capital of the Company and "Ordinary Share" shall be construed accordingly |
| Placing | the placing of Ordinary Shares forming part of the Issue |
| Placing-Only Issue | an issue under the Share Issuance Programme which comprises only a placing and does not include an offer for subscription or an open offer component |
| Portfolio | the property portfolio of the Company as at the date of this Circular |
| Proposals | together the Issue and the Share Issuance Programme |
| Prospectus | the summary, securities note and registration document which together constitute a prospectus, published by the Company on 5 July 2019 in connection with the Issue and the Share Issuance Programme |
| Regulatory Information Service | a regulatory information service approved by the Financial Conduct Authority and on the list of Regulatory Information Services maintained by the same |
| Resolutions | together, resolutions 1 to 5 as set out in the Notice of General Meeting and "Resolution" shall be construed accordingly |
| Shareholder | "Shareholders" a holder of Shares and shall be construed accordingly |
| Share Issuance Programme | the share issuance programme of up to 200 million Shares as further described in the Prospectus |
| Shares | Ordinary Shares and/or C Shares (as the context may require) |
| Subsequent Issue | any issue of Shares pursuant to the Share Issuance Programme |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland |
| United States | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction |
(Incorporated in England and Wales with registered number 11032222 and registered as an investment company under Section 833 of the Companies Act)
Notice is hereby given that a General Meeting of Aberdeen Standard European Logistics Income PLC (the "Company") will be held at Bow Bells House, 1 Bread Street, London EC4M 9HH on 24 July 2019 at 10.30 a.m. to consider and, if thought fit, approve the following Resolutions, in the case of Resolutions 1, 2 and 5 as ordinary resolutions and, in the case of Resolutions 3 and 4 as special resolutions:
Aberdeen Asset Management PLC Secretary
Registered Office: Bow Bells House 1 Bread Street London EC4M 9HH
These notes should be read in conjunction with the notes on the Form of Proxy.
(viii) Shareholders who hold their shares electronically may submit their votes through CREST, by submitting the appropriate and authenticated CREST message so as to be received by the Company's registrar not later than 48 hours before the start of the meeting. Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com. Shareholders are advised that CREST and the internet are the only methods by which completed proxies can be submitted electronically.
(ix) If you are a CREST system user (including a CREST personal member) you can appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by Equiniti Limited (ID number RA19) not later than 48 hours before the time appointed for holding the General Meeting excluding non-working days. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Equiniti Limited is able to retrieve the message. CREST personal members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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