TIDMANW
RNS Number : 9561N
Aberdeen New Thai Inv Trust PLC
04 October 2021
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constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this information is considered to be in the public
domain.
4 October 2021
ABERDEEN NEW THAI INVESTMENT TRUST PLC
LEI: 213800LUTHTZ8LS5UK85
Proposals for the Reconstruction and Voluntary Winding-up of the
Company
The Board of Aberdeen New Thai Investment trust PLC announces
that it has today published a shareholder circular (the "Circular")
setting out proposals for the reconstruction and voluntary
winding-up of the Company.
Background
The Board announced on 30 July 2021 that it had agreed heads of
terms for a combination of the assets of the Company with Aberdeen
Emerging Markets Investment Company Limited (to be renamed abrdn
China Investment Company Limited) ("AEMC") by means of a scheme of
reconstruction and winding up of the Company under section 110 of
the Insolvency Act (the "Proposals"). AEMC is a
Guernsey-incorporated, London-listed, investment company managed by
abrdn with gross assets of GBP388 million at 30 June 2021 that is
proposing to change its investment policy to one of investing
directly in Chinese equities.
The Proposals comprise a members' voluntary liquidation and a
scheme of reconstruction of the Company under which Shareholders
will be entitled to elect to receive in respect of some or all of
their Shares:
(a) New AEMC Shares (the "Rollover Option"); and/or
(b) cash (subject to an overall limit of 15 per cent. of the
Shares in issue) (the "Cash Option").
The Proposals are conditional, amongst other things, upon the
approval of Shareholders at two general meetings of the Company as
well as the approval of AEMC Shareholders to the issue of the New
AEMC Shares.
Shareholders can make different Elections in respect of
different parts of their holdings. Shareholders who make no
Election (or no valid Election) will be deemed to have elected for
the default option, being the Rollover Option, in respect of their
entire holding of Shares. Further details of the options available
to Shareholders may be found in the paragraph titled "Further
details of the Scheme" below.
Unless otherwise expressly agreed with the Company, any
Shareholder that votes on the Proposals and any Shareholder that
makes an Election will be deemed to make the representations,
warranties, undertakings, agreements and acknowledgements set out
in the Forms of Proxy and Form of Election, including that they are
either: (i) located outside the United States and not a US Person;
or (ii) an AI and a QP. In addition, until 40 days after the
implementation of the Scheme, an offer, sale or transfer of New
AEMC Shares within the United States by a dealer (whether or not
participating in the Scheme) may violate the registration
requirements of the US Securities Act.
The choice between the options available under the Proposals
will be a matter for each Shareholder to decide and will be in
uenced by their investment objectives and by their personal,
nancial and tax circumstances. Accordingly, Shareholders should,
before making any Election, read carefully all the information in
the Circular and in the AEMC Prospectus and take financial advice
where required.
The purpose of the Circular is to explain the background to and
rationale for the Proposals and the actions required to be taken in
order for them to be implemented as well as to convene the two
General Meetings that are required to implement the Proposals,
notices of which are set out at the end of the Circular. Further
details of the Resolutions to be proposed at the General Meetings
are set out below. The expected timetable associated with the
Proposals is set out at the end of this announcement.
The Board considers the Proposals to be in the best interests of
Shareholders as a whole and recommends that Shareholders vote in
favour of the Resolutions required to implement the Proposals at
the General Meetings.
The Proposals
Background to and rationale for the Proposals
In the Company's latest Annual Report for the year ended 28
February 2021, the Board repeated its commitment to providing
Shareholders with a strong investment proposition with the
objective of delivering relative outperformance of the Company's
benchmark over the long term.
The Board has kept the investment performance of the Company
under constant review, and in the period from 1 March 2020 to 31
August 2021 (being the latest practical date prior to publication
of the Circular) the Stock Exchange of Thailand Index (the
"Benchmark") delivered total returns of 16.8 per cent. on a
Sterling adjusted basis. By comparison, the Company's NAV total
return was 2.9 per cent.. Given the continued relative
underperformance over this period and mindful of the commitment to
undertake a full review of the Company's investment management
arrangements if performance over the three years to 28 February
2023 has not shown outperformance of the Benchmark, the Board has
decided to bring forward alternative proposals to Shareholders.
Over the past year, in conjunction with its monitoring of the
Company's performance, the Board has been considering what
alternative proposals might be brought to Shareholders in the event
that Thai performance did not improve sufficiently. One of the key
drivers for the Board was to be able to offer Shareholders the
ability to continue their investment in a better performing vehicle
alongside the chance to realise a proportion of their investment
for cash. As a result, the Board have arrived at the Proposals
being brought to Shareholders in the Circular that seek to provide
Shareholders with the ability to gain exposure to investment in
Chinese equities, managed by a highly successful abrdn (previously
Aberdeen Standard Investments) equities team with a proven track
record of outperformance, all through what is anticipated to be a
larger, more liquid, vehicle.
Summary information on AEMC
Since commencing operations, AEMC has pursued an investment
policy of investing in a range of emerging markets on a fund of
funds basis. Whilst the AEMC Board believes that its investment
performance has been very commendable over a long period of time,
the attractiveness of AEMC's Shares has been adversely affected by
the current aversion to fund of fund structures and consequent
look-through costs, particularly amongst wealth managers.
As part of the joint proposals with AEMC, the AEMC Board have
announced that, subject to shareholder approval, it is intending to
amend its investment objective and policy to focus on producing
long term capital growth by investing predominantly in Chinese
equities. A shareholder meeting of AEMC has been convened for 26
October 2021 at which a resolution will be proposed to change
AEMC's investment mandate and to rename the company in line with
its new investment objective as abrdn China Investment Company
Limited.
One of the attractions of the Proposals is that although China
now ranks as the second largest economy in the world, there are
relatively few listed closed end fund offerings in the UK
specialising in investment into companies based in, or with
substantial operation in, China. abrdn sees tremendous opportunity
in China, and AEMC's Portfolio is well positioned to capitalise on
key areas of structural growth.
-- Aspiration: As incomes increase and living standards improve
in China, rising affluence is leading to fast growth in premium, or
higher value, goods and services in areas including cosmetics,
travel and food and beverage. The consumer story is attractive
because boosting domestic spending forms a central component of
China's reform agenda.
-- Digital: Growing integration amid the widespread adoption of
technology means a bright future for plays on e-commerce,
cybersecurity and data centres supporting cloud services.
-- Green: Policy makers globally are committing to a greener and
lower carbon world and China is expected to have a transformational
role to play. Investments in renewable energy, batteries, electric
vehicles, related infrastructure, and environmental management all
have a bright future. Grid parity will be game-changing.
-- Health: Rising disposable incomes are driving demand for
healthcare products and services. The opportunity set is diverse.
The proposed holdings include a leading hospital, contract research
providers and an internet healthcare platform.
-- Wealth: Growing prosperity means structural growth for
consumer finance, such as wealth management and insurance
protection, as well as increasing investor participation on stock
exchanges.
AEMC's alternative investment fund manager for the purposes of
the AIFM Directive is Aberdeen Standard Fund Managers Limited (the
"AIFM"). The AIFM has agreed to delegate its investment management
responsibilities to abrdn Hong Kong Limited ("AEMC's Investment
Manager" or "abrdn Hong Kong"). Subject to the approval of AEMC's
New Investment Policy, the existing investment management team of
Andrew Lister and Bernard Moody, assisted by Omar Ene, will, in the
longer term, cease to be involved with the day-to-day management of
AEMC's Portfolio and will be replaced by the Chinese equities team
led by the individuals set out below.
Nicholas Yeo, CFA, Director and Head of Equities, China
Nicholas Yeo is the Head of China/Hong Kong Equities team at
abrdn. Nicholas joined abrdn in 2000 via the acquisition of Murray
Johnstone. He was seconded to the London Global Emerging Market
team for two years where he covered EMEA and Latin American
companies, before returning to the Asian Equities team in Singapore
in March 2004. In March 2007, he transferred to Hong Kong to lead
Chinese equity research.
Nicholas holds a BA (Hons) in Accounting and Finance from The
University of Manchester and an MSc in Financial Mathematics from
Warwick Business School. Nicholas is a CFA charterholder.
Elizabeth Kwik, CFA, Investment Manager
Elizabeth Kwik is an Investment Manager on the China/Hong Kong
Equities Team at abrdn where she is responsible for researching the
Consumer Discretionary, Automobiles & Components and Banking
sectors. Elizabeth sits on the China A share and All China equity
fund portfolio construction groups (pods). Elizabeth joined abrdn
in 2013.
Elizabeth holds a Bachelor of Science in Economics from the
London School of Economics. She is a CFA charterholder.
Further details on AEMC, including details of its performance
track record, are set out in Part 2 of the Circular and in the AEMC
Prospectus.
AEMC's dividend and total return objective
Under its new investment objective, AEMC aims to outperform the
MSCI China All Shares Index in GBP.
The above should not be taken as an indication of AEMC's
expected future performance, return or results over any period and
does not constitute a profit forecast. There is no assurance that
the target return can or will be achieved. The actual return
generated by AEMC will depend on a wide range of factors including,
but not limited to, general economic and market conditions in the
People's Republic of China ("China") , the performance of Investee
Companies and the markets in which they operate, fluctuations in
currency exchange rates, the terms of the investments made and the
other risks that are described more fully in AEMC's Prospectus,
including in particular in the section entitled "Risk Factors".
Accordingly, prospective investors should not place any reliance on
the target return in deciding whether to invest in AEMC's
Shares.
AEMC's intention is to achieve its results primarily through
capital appreciation. As such, no specific dividend policy has been
established and any distributions will be made as required to
maintain the AEMC's intended status as an investment trust under UK
tax legislation and otherwise entirely at the discretion of the
AEMC Board, subject to compliance with the solvency test prescribed
by Guernsey law.
AEMC intends to comply with the requirements for maintaining
investment trust status for the purposes of section 1158 CTA 2010
regarding distributable income. AEMC will therefore distribute its
income such that it does not retain in respect of any accounting
period an amount greater than 15 per cent. of its income (as
calculated for UK tax purposes) for that period.
Final interim dividend
As part of the Proposals, the Board has resolved to pay a
pre-liquidation interim dividend of 20 pence per Share to re ect a
distribution of its accumulated revenue reserve (including current
year net income to date), which will be paid to the Shareholders
prior to the Effective Date. Shareholders receiving New AEMC Shares
under the Scheme will rank fully for any dividends declared by AEMC
with a record date falling after the date of the issue of those New
AEMC Shares to them.
Bene ts of the Proposals
The Board believes that the Proposals will provide Shareholders
with:
-- exposure to investing directly in Chinese equities, which the
Board sees as underserved despite China being the world's second
largest economy;
-- access to the highly successful abrdn equities team
specialising in China, locally based in Shanghai and Hong Kong,
supported by the team in Singapore;
-- reduced fixed costs per share as a result of the combination
with AEMC which should also help improve trading liquidity in the
Shares; and
-- a partial cash exit opportunity to provide Shareholders the
ability to realise part (or potentially all) of their
investment.
The Proposals also have the potential to deliver an uplift in
the market value of a Shareholder's investment due to the narrower
discount to net asset value at which the AEMC Shares might
reasonably be expected to trade over the longer term with a China
focused investment objective and policy as compared with the
Company's current Thailand focused investment objective and
policy.
Management of the Company's portfolio prior to implementation of
the Scheme
Following the Company's announcement to combine with AEMC and
enter liquidation, the Board instructed abrdn (formerly Aberdeen
Standard Investments), the Company's investment manager, to
consider the potential realignment of the Company's investment
portfolio so that it contains assets that are suitable for transfer
to AEMC (e.g. gilts) and also to ensure that the Company has suf
cient cash to meet the amounts expected to be due in respect of
Elections for the Cash Option as well as meeting any remaining
indebtedness and or liabilities. It is expected that the Company
will remain substantially fully invested in accordance with its
current investment policy up to the date of the First General
Meeting.
The Company currently holds one investment that the Board
expects to be illiquid (the "Illiquid Investment") with an
aggregate fair value (as at 30 September 2021) of approximately
GBP658,000. ASFML has been instructed by the Board to dispose of
the Illiquid Investment in an orderly manner. In the event that the
Illiquid Investment is not sold prior to the Effective Date, it
will continue to be held by the Company after the Effective Date
and will be valued at nil for the purposes of the Scheme. ASFML has
agreed to assist the Liquidators with the disposal of the Illiquid
Investment and any cash proceeds from such disposal will be
returned in due course by the Liquidators to Shareholders on the
register at the Effective Date pro rata to the number of Shares
held by them on such date. There is no certainty that ASFML or the
Liquidators will be able to sell the Illiquid Investment or as to
the value that might be realised from such investment.
Costs of implementing the Scheme
The Company and AEMC have agreed to each bear their own costs in
relation to the Proposal. The costs of the Scheme payable by the
Company are expected to be approximately GBP640,870 inclusive of
VAT where applicable. This estimate of costs excludes the
Liquidators' retention to cover unknown liabilities (estimated at
GBP100,000), and does not take account of any dealing costs which
will be incurred by the Company in disposing of assets in order to
meet Elections made and in realigning the portfolio after the
approval of the Scheme and prior to the Effective Date so as to
result in the portfolio containing assets that are suitable for
transfer.
In the event that AEMC or the Shareholders resolve not to
proceed to implement the Scheme or the Directors decide not to
implement the Scheme on the terms described in the Circular
(including if AEMC Shareholders do not approve the proposed change
to AEMC's investment objective and policy) then each party will
bear its own abort costs.
For the avoidance of doubt, if the Scheme is not implemented the
stamp taxes (if any) that would have been payable by AEMC, as
enlarged, will not be payable, but dealing costs (including stamp
taxes) (if any) may still have been incurred by the Company in
disposing of assets in order to meet Elections made and in
realigning the Company's portfolio in respect of the Rollover Pool
to be established pursuant to the Scheme.
The Liquidators' retention is estimated at GBP100,000 and will
be retained by the Liquidators to meet any unknown or unascertained
liabilities of the Company. This retention is in addition to any
provisions made in the calculation of the ANW FAV per Share in
respect of known and ascertained liabilities. To the extent that
some or all of the Liquidators' retention remains at the conclusion
of the liquidation, this will be returned to Shareholders on the
register at the Effective Date (excluding Dissenting Shareholders).
Provided that if any such amount payable to any Shareholder is less
than GBP5.00, it shall not be paid to Shareholders but instead
shall be paid by the Liquidators to the Nominated Charity.
ASFML has agreed to waive the management fee payable by AEMC in
respect of the assets transferred to AEMC under the Scheme for the
rst six months following the completion of the Scheme. The nancial
value of this amount will be for the bene t of the shareholders of
the enlarged AEMC, including those Shareholders who elect for the
Rollover Option. For the avoidance of doubt, this amount shall not
be taken into account in the calculation of either the ANW FAV per
Share or the AEMC FAV per Share.
Further details of the Scheme
Entitlements under the Scheme
Under the Scheme, each Shareholder on the Register on the Record
Date may elect or may be deemed to have elected to receive:
-- such number of New AEMC Shares as have a value (at the AEMC
FAV per Share) equal to the proportion of the Rollover Pool
attributable to the number of Shares held by Shareholders that have
elected the Rollover Option; or
-- subject to an overall 15 per cent. cap on such Elections (in
aggregate), an amount of cash equal to the Cash NAV per Share
multiplied by the number of Shares so elected, being the Cash
Option.
Shareholders can make different Elections in respect of
different parts of their holdings.
Unless otherwise expressly agreed with the Company, any
Shareholder that votes on the Proposals and any Shareholder that
makes an Election will be deemed to make the representations,
warranties, undertakings, agreements and acknowledgements set out
in the Forms of Proxy and Form of Election, including that they are
either: (i) located outside the United States and not a US Person;
or (ii) an AI and a QP. In addition, until 40 days after the
implementation of the Scheme, an offer, sale or transfer of New
AEMC Shares within the United States by a dealer (whether or not
participating in the Scheme) may violate the registration
requirements of the US Securities Act.
The default option under the Scheme is to receive New AEMC
Shares meaning that Shareholders who, in respect of all or part of
their holding of Shares, do not make a valid Election, or who do
not make an Election, will be deemed to have elected for New AEMC
Shares in respect of such holding. If a Shareholder wishes to
receive New AEMC Shares in respect of all of their Shares, there is
no need to complete and return a Form of Election (which they will
receive if they hold their Shares in certi cated form) or to submit
a TTE Instruction (if they hold their Shares in uncerti cated
form).
If a Shareholder wishes to receive cash in respect of all or
part of their holding of Shares (subject to the potential scaling
back of Elections for the Cash Option), they must either complete
and return a Form of Election or submit a TTE Instruction
(depending on how their Shares are held) in respect of the number
of Shares for which they wish to make an Election for the Cash
Option. They will be deemed to have elected to receive New AEMC
Shares in respect of the remainder of their holding, as well as any
scaled back Elections for the Cash Option.
To the extent that an Excluded Shareholder is entitled to and
would otherwise receive New AEMC Shares under the Scheme, either
because no Election for the Cash Option was made or because an
Excess Application for the Cash Option is scaled back in accordance
with the Scheme, then such New AEMC Shares will be issued to the
Liquidators as nominees for the relevant Excluded Shareholder and
sold by the Liquidators in the market (which shall be done by the
Liquidators without regard to the personal circumstances of the
relevant Excluded Shareholder and the value of the Shares held by
the relevant Excluded Shareholder) and the net proceeds of such
sale (after deduction of any costs incurred in effecting such sale)
will be paid to the relevant Excluded Shareholder entitled to them
as soon as reasonably practicable, and in any event no later than
14 calendar days after the date of sale.
After allocating cash, the Illiquid Investment and other assets
to the Liquidation Pool to meet all known and unknown liabilities
of the Company and other contingencies, including the retention,
there shall be appropriated to the Cash Pool and the Rollover Pool
the remaining assets of the Company in the manner described in
paragraph 3.2 in Part 4 of the Circular. Such appropriation
includes the application of a discount of 2 per cent. to the
Residual Net Asset Value per Share in relation to those Shares in
respect of which Shareholders have elected to receive cash (the
"Cash Option Discount"). The value arising from the application of
the Cash Option Discount shall be allocated to the Rollover Pool
for the bene t of Shareholders electing, or deemed to have elected
for, the Rollover Option.
The issue of New AEMC Shares under the Rollover Option will be
effected on a formula asset value for formula asset value ("FAV")
basis as at the Calculation Date as described in detail in Part 4
of the Circular. The Calculation Date for determining the value of
the Rollover Pool is expected to be 5.00 p.m. on 4 November 2021.
The Record Date for the basis of determining Shareholders'
entitlements under the Scheme is 6.00 p.m. on 4 November 2021.
Illustrative entitlements
For illustrative purposes only, had the Calculation Date been
5.00 p.m. on 29 September 2021 (being the latest practicable date
prior to the publication of the Circular) and assuming that no
Shareholders exercise their right to dissent from participation in
the Scheme, after deduction of the nal interim dividend of 20 pence
per Share and the write-down of any illiquid investments and
assuming the maximum amount is elected for the Cash Option, the
Cash NAV per Share would have been 444.30 pence and the ANW FAV per
Share would have been 454.97 pence. The Cash NAV per Share and the
ANW FAV per Share may be compared with the Company's share price
and cum-income NAV per Share as at 29 September 2021 (being the
latest practicable date prior to the publication of the Circular)
which, when adjusted on a pro forma basis for the deduction of the
nal interim dividend of 20 pence per Share, were 417.00 pence and
462.12 pence respectively.
The AEMC FAV per Share would have been 808.81 pence which, for
the Rollover Option, would have produced a conversion ratio of
0.562515 and, in aggregate, 7,643,782 New AEMC Shares would have
been issued to Shareholders under the Scheme, representing
approximately 16.4 per cent. of the issued ordinary share capital
of the enlarged AEMC.
Scaling back of Elections for the Cash Option
The maximum number of Shares that can be elected for the Cash
Option is 15 per cent. of the total number of Shares in issue.
Shareholders are entitled to elect for the Cash Option in respect
of more than 15 per cent. of their individual holdings of Shares
(the "Basic Entitlement", such excess amount being an "Excess
Application"). However, if aggregate Elections have been made for
the Cash Option which exceed 15 per cent. of the issued Shares,
Shareholders who have made an Election for the Cash Option in
excess of their Basic Entitlement shall have their Excess
Applications scaled back in a manner which is, as near as
practicable, pari passu and pro rata among all Shareholders who
have made such Excess Applications.
In the week commencing 15 November 2021, it is expected that the
Liquidators shall distribute to Shareholders who have elected, or
are deemed to have elected, for the Cash Option for all or part of
their holding their Cash Entitlements being rounded down to the
nearest penny.
Conditions of the Proposals
Implementation of the Proposals is subject to a number of
conditions, including:
-- the passing of the Resolutions to be proposed at the First
General Meeting and the Resolution to be proposed at the Second
General Meeting, or any adjournment of those meetings, and any
conditions of such Resolutions being ful lled;
-- the AEMC Resolution being passed and becoming unconditional in all respects;
-- the approval of the FCA and the London Stock Exchange to the
Admission of the New AEMC Shares to the Of cial List and to trading
on the Main Market of the London Stock Exchange, respectively;
and
-- the Directors resolving to proceed with the Scheme.
If any condition is not satis ed, the Proposals will not become
effective, the Company will not proceed with the winding up and
instead will continue in existence and continue to be managed under
the current investment policy. In these circumstances, the
Directors will reassess the options available to the Company at
that time.
General Meetings
As noted above, the Proposals are conditional, amongst other
things, upon Shareholders' approval of the Resolutions to be
proposed at the First General Meeting and the Second General
Meeting. Both General Meetings will be held at the of ces of abrdn,
Bow Bells House, 1 Bread Street, London, EC4M 9HH.
First General Meeting
The First General Meeting will be held on 26 October 2021 at
10.00 a.m.
The Resolutions to be considered at the First General Meeting
(which will be proposed as special resolutions) will, if passed,
approve the terms of the Scheme set out in Part 4 of the Circular,
amend the Articles to give effect to the Scheme, authorise the
Liquidators to enter into and give effect to the Transfer Agreement
with AEMC to distribute New AEMC Shares to Shareholders in
accordance with the Scheme, purchase the interests of any
dissenters to the Scheme and authorise the Liquidators to apply to
cancel the listing of the Shares with effect from such date as the
Liquidators may determine. Each Resolution will require at least 75
per cent. of the votes cast in respect of it, whether in person or
by proxy, to be voted in favour to be passed at the First General
Meeting. The Scheme will not become effective unless and until,
amongst other things, the Resolution to be proposed at the Second
General Meeting has also been passed.
Second General Meeting
The Second General Meeting will be held on 9 November 2021 at
10.00 a.m.
At the Second General Meeting, a special resolution will be
proposed which, if passed, will place the Company into liquidation,
appoint the Liquidators and agree the basis of their remuneration,
instruct the Company Secretary to hold the books to the
Liquidators' order, and provide the Liquidators with appropriate
powers to carry into effect the amendments to the Articles made at
the First General Meeting. The resolution to be proposed at the
Second General Meeting is conditional upon the passing of the
Resolutions at the First General Meeting, the AEMC Resolution being
passed and becoming unconditional in all respects, the approval of
the FCA and the London Stock Exchange to the Admission of the New
AEMC Shares to the Of cial List and to trading on the Main Market
of the London Stock Exchange, respectively, and the Directors
resolving to proceed with the Scheme. The Resolution will require
at least 75 per cent. of the votes cast in respect of it, whether
in person or by proxy, to be voted in favour to be passed at the
Second General Meeting.
Action to be taken
Before taking any action, Shareholders are recommended to read
the further information set out in the Circular and in the AEMC
Prospectus.
Elections
The default option under the Scheme is to receive New AEMC
Shares meaning that Shareholders who, in respect of all or part of
their holding of Shares, do not make a valid Election or who do not
make an Election will be deemed to have elected for New AEMC Shares
in respect of such holding. If a Shareholder wishes to receive New
AEMC Shares in respect of all of their Shares, there is no need to
complete and return a Form of Election (which they will receive if
they hold their Shares in certificated form) or to submit a TTE
Instruction.
If a Shareholder wishes to receive cash in respect of all or
part of their holding of Shares, they must either complete and
return a Form of Election or submit a TTE Instruction (depending on
how their Shares are held) in respect of the number of Shares for
which they wish to receive cash. They will be deemed to have
elected to receive New AEMC Shares in respect of the remainder of
their holding.
Shareholders are requested to complete the Form of Election in
accordance with the instructions printed thereon and return them to
the Receiving Agent at Corporate Actions, Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA as soon as possible, but in
any event so as to be received no later than 1.00pm on 4 November
2021 or in the event they hold their Shares in a Share Plan, they
are requested to complete the Form of Election in accordance with
the instructions printed thereon and return them to the Receiving
Agent at Corporate Actions, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA as soon as possible, but in any event so as
to be received no later than 1.00 p.m. on 28 October 2021.
Forms of Proxy
Shareholders will be sent a PINK Form of Proxy for use in
relation to the First General Meeting and a GREEN Form of Proxy for
use in relation to the Second General Meeting.
Shareholders are requested to complete the Forms of Proxy in
accordance with the instructions printed thereon and return them to
the Registrar, Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA as soon as possible, but in any event so as to be received
no later than 48 hours (excluding non-working days) before the time
of the relevant General Meeting.
If any of the Resolutions to be proposed at the General Meetings
are not passed, the Proposals will not proceed and the Company will
not be wound up. In these circumstances, the Board will reassess
the options available to the Company at that time.
Letters of Direction
Shareholders holding Shares through a Share Plan will receive a
PINK Letter of Direction for use in relation to the First General
Meeting and a GREEN Letter of Direction for use in relation to the
Second General Meeting.
These should be completed and returned in accordance with the
instructions printed thereon not later than 10.00 a.m. on 19
October 2021 in respect of the First General Meeting and 10.00 a.m.
on 2 November 2021 in respect of the Second General Meeting.
Overseas Shareholders
The attention of Overseas Shareholders is drawn to the paragraph
headed "Overseas Shareholders" in Part 3 of the Circular.
Excluded Shareholders will not receive a copy of the AEMC
Prospectus unless they have satis ed the Directors and the AEMC
Directors that they are entitled to receive and hold New AEMC
Shares without breaching any relevant securities laws and without
the need for compliance on the part of the Company or AEMC with any
overseas laws, regulations, ling requirements or the
equivalent.
Any US Shareholder (or any persons acting for the account or
benefit of such US Shareholder) receiving the Circular is requested
to execute the AI/QP Investor Letter annexed to the AEMC Prospectus
and return it to AEMC and the AEMC Registrar.
If a US Shareholder does not execute and return the AI/QP
Investor Letter and the Board believes such US Shareholder is an
Ineligible US Shareholder, the Board has the power under the
Articles, at its absolute discretion, to require any New AEMC
Shares to which such Ineligible US Shareholder is entitled and
would otherwise receive under the Scheme to be issued to the
Liquidators as nominees for the relevant Ineligible US Shareholder
and sold by the Liquidators in the market (which shall be done by
the Liquidators without regard to the personal circumstances of the
relevant Ineligible US Shareholder and the value of the Shares held
by the relevant Ineligible US Shareholder) and the net proceeds of
such sale (after deduction of any costs incurred in effecting such
sale) will be paid to the relevant Ineligible US Shareholder
entitled to them as soon as reasonably practicable, and in any
event no later than 14 calendar days after the date of sale. If a
Shareholder has any queries relating to the execution of the AI/QP
Investor Letter, please contact the Registrar at Aspect House,
Spencer Road, Lancing, West Sussex, BN99 6DA.
Non-US Shareholders are deemed to represent to the Company and
AEMC that they are located outside of the United States and are not
US Persons (and are not acting for the account or benefit of a US
Person).
Subject to certain exceptions described herein, no action has
been taken or will be taken in any jurisdiction other than the UK
where action is required to be taken to permit the distribution of
the Circular and/or the AEMC Prospectus. Accordingly, such
documents may not be used for the purpose of, and do not
constitute, an offer or solicitation by anyone in any jurisdiction
or in any circumstances in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such
offer or solicitation.
To the extent that an Excluded Shareholder is entitled to and
would otherwise receive New AEMC Shares under the Scheme, either
because no Election for the Cash Option was made or because an
Excess Application for the Cash Option is scaled back in accordance
with the Scheme, then such New AEMC Shares will be issued to the
Liquidators as nominees for the relevant Excluded Shareholder and
sold by the Liquidators in the market (which shall be done by the
Liquidators without regard to the personal circumstances of the
relevant Excluded Shareholder and the value of the Shares held by
the relevant Excluded Shareholder) and the net proceeds of such
sale (after deduction of any costs incurred in effecting such sale)
will be paid to the relevant Excluded Shareholder entitled to them
as soon as reasonably practicable, and in any event no later than
14 calendar days after the date of sale.
Taxation
Shareholders are advised to read carefully the section headed
"Taxation" in Part 3 of the Circular which sets out a general guide
to certain aspects of current UK tax law and HMRC published
practice.
The Circular does not address the US federal income tax
considerations applicable to an investment in the New AEMC Shares.
Each prospective investor should consult its own tax advisers
regarding the US federal income tax consequences of any such
investment.
Shareholders who are in any doubt as to their tax position or
who may be subject to tax in any jurisdiction other than the UK are
strongly advised to consult their own professional advisers.
Recommendation
The Board considers the Proposals and the Resolutions to be
proposed at the General Meetings to be in the best interests of
Shareholders as a whole.
Accordingly, the Board unanimously recommends Shareholders to
vote in favour of the Resolutions to be proposed at the General
Meetings, as the Directors intend to do in respect of their own
bene cial holdings, which in aggregate amount to 18,000 Shares,
representing approximately 0.1 per cent. of the Company's issued
share capital as at 1 October 2021. The Directors intend to roll
over their entire bene cial holdings of Shares into New AEMC
Shares.
The Board cannot, and does not, give any advice or
recommendation to Shareholders as to whether, or as to what extent,
they should elect for any of the options under the Proposals. The
choice between the options available under the Proposals will be a
matter for each Shareholder to decide and will be in uenced by
their individual investment objectives and by their personal,
nancial and tax circumstances. Accordingly, Shareholders should,
before deciding what action to take, read carefully all the
information in the Circular and in the AEMC Prospectus.
Shareholders who are in any doubt as to the contents of the
Circular or the AEMC Prospectus or as to the action to be taken
should seek their own personal nancial advice from their nancial
adviser authorised under FSMA.
EXPECTED TIMETABLE
2021
Ex-dividend date for the final interim 14 October
dividend to Shareholders
Record date for the final interim dividend 15 October
to Shareholders
Latest time and date for receipt of Letters 10.00 a.m. on 19 October
of Direction in respect of the First General
Meeting
Latest time and date for receipt of Forms 10.00 a.m. on 22 October
of Proxy and CREST voting Instructions
in respect of the First General Meeting
First General Meeting 10.00 a.m. on 26 October
Latest time and date for receipt of Forms 1.00 p.m. 28 October
of Election for Shareholders who hold Shares
in a Share Plan
Latest time and date for receipt of Letters 10.00 a.m. on 2 November
of Direction in respect of the Second General
Meeting
Payment date for the final interim dividend 4 November
Latest time and date for receipt of Forms 1.00 p.m. on 4 November
of Election and TTE Instructions
Calculation Date 5.00 p.m. on 4 November
Record Date for entitlements under the 6:00 p.m. on 4 November
Scheme
Settlement of Shares disabled in CREST 6.00 p.m. on 4 November
Latest time and date for receipt of Forms 10.00 a.m. on 5 November
of Proxy in respect of the Second General
Meeting
Reclassification of the Shares 8.00 a.m. on 8 November
Suspension of listing of Reclassified Shares 7:30 a.m. on 9 November
and Company's Register closes
Second General Meeting 10.00 a.m. on 9 November
Effective Date for implementation of the 9 November
Scheme
Announcement of the results of Elections, 9 November
the ANW FAV per Share, the Cash NAV per
Share and the AEMC FAV per Share
CREST accounts credited with, and dealings 8.00 a.m. on 10 November
commence in, New AEMC Shares
Cheques despatched to Shareholders who week commencing 15
elect for the Cash Option in accordance November
with their entitlements and CREST accounts
credited with cash
Share certificates in respect of New AEMC week commencing 15
Shares despatched November
Cancellation of listing of Reclassified as soon as practicable
Shares after the Effective
Date
Note: All references to time in the Circular 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. If any of the above times and/or dates change, the
revised time(s) and/or date(s) will be noti ed to Shareholders by
an announcement through a Regulatory Information Service.
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Prospectus will also shortly be available on the Company's website
at www.newthai-trust.co.uk where further information on the Company
can also be found.
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Circular dated 4 October
2021.
Enquiries
Aberdeen New Thai Investment Nicholas Smith Via ASI
Trust PLC
Numis Securities David Benda/Matt Goss T: 020 7260 1000
abrdn Gary Jones/William T: 020 7463 6000
Hemmings
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END
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