TIDMHHI
RNS Number : 5384W
Henderson High Income Trust PLC
12 December 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, 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.
12 December 2023
Henderson High Income Trust plc
Legal Entity Identifier: 213800OEXAGFSF7Y6G11
Publication of Prospectus and Circular in connection with the
proposed combination of the Company with Henderson Diversified
Income Trust plc
Introduction
The Board of Henderson High Income Trust plc (the "Company" or
"HHI") announced on 4 October 2023 that it had agreed heads of
terms with the Board of Henderson Diversified Income Trust plc
("HDIV") for a combination of the assets of the Company with the
assets of HDIV by means of a scheme of reconstruction and members'
voluntary winding up of HDIV under section 110 of the Insolvency
Act (the "Scheme") and the associated transfer of part of the cash,
assets and undertaking of HDIV to the Company in exchange for the
issue of new ordinary shares with a nominal value of 5 pence each
in the capital of the Company (the "New Shares") to HDIV
Shareholders who elect, or are deemed to have elected, for the
Rollover Option (the "Issue") (all together, the "Proposals").
The Board announces that the Company has today published a
prospectus (the "Prospectus") in relation to the Issue, together
with a circular to provide Shareholders with further details of the
Proposals and to convene a general meeting of the Company (the
"General Meeting") to seek approval from Shareholders for the
implementation of the Proposals (the "Circular").
Following implementation of the Proposals, it is intended that
the Company's Portfolio will continue to be managed on the same
basis as it is currently. In particular, the Company's investment
objective and investment policy will not change following the
implementation of the Proposals, and the Portfolio will continue to
be managed by Janus Henderson Investors UK Limited (the "Investment
Manager" or "Janus Henderson"). David Smith will continue as the
Company's lead portfolio manager, supported by the Janus Henderson
Global Equity Income Team, and the Janus Henderson Fixed Income
Team in respect of the Company's fixed income investments.
The Scheme
Subject to the passing of the Resolution, and to the
satisfaction of the other conditions of the Scheme, HDIV will be
placed into members' voluntary liquidation and the Scheme will take
effect on the Effective Date (expected to be 16 January 2024). Upon
the Scheme becoming effective, the cash, undertaking and other
assets of HDIV comprising the Rollover Pool will be transferred to
the Company pursuant to the Transfer Agreement in consideration for
the issue of New Shares to those HDIV Shareholders who have
elected, or are deemed to have elected, for the Rollover Option.
The relevant number of New Shares will be allotted to the
Liquidators who will renounce the New Shares in favour of such HDIV
Shareholders.
The issue of New Shares in connection with the Scheme will be
effected on a formula asset value ("FAV") for FAV basis as at the
Calculation Date (expected to be 10 January 2024). For the purposes
of the Scheme, the NAV of each of the Company and HDIV will be
adjusted to take account of, amongst other things: (i) debt (if
any) calculated at fair value; (ii) dividends, or any other
distributions, that are declared prior to the Effective Date but
not paid to the respective company's shareholders (nor accounted
accrued to the respective NAV) as at the Calculation Date; and
(iii) if applicable, the benefit of the JHFM Contribution described
below, in order to determine their respective FAVs. In addition,
the HDIV FAV per Share will be adjusted to reflect the benefit of
the Cash Option Discount and the HHI FAV per Share will be adjusted
to reflect the addition of a premium of 1.0 per cent.
The New Shares will be issued on a non pre-emptive basis and
will rank equally in all respects with the existing issued Shares
other than in respect of dividends declared with a record date
prior to the Effective Date.
The Cash Option
As part of the Proposals, HDIV Shareholders may elect to receive
cash instead of New Shares in respect of some or all of their
holdings in HDIV. There will be no limit on the amount of HDIV
Shares that may be elected for the Cash Option and HDIV
Shareholders are entitled to elect for the Cash Option in respect
of their entire holding of HDIV Shares. HDIV Shareholders who opt
for the Cash Option will receive an amount in cash equal to the NAV
per HDIV Share less a discount of 1.0 per cent. (the "Cash Option
Discount") (the "Cash NAV per HDIV Share") multiplied by the number
of HDIV Shares in respect of which such HDIV Shareholder has
elected for the Cash Option. The benefit of the Cash Option
Discount will accrue to those HDIV Shareholders who elect, or are
deemed to have elected, for the Rollover Option.
Conditions of the Proposals
Implementation of the Proposals is subject to a number of
conditions, including:
-- the passing of the Resolution to be proposed at the General
Meeting, or any adjournment thereof, and upon any conditions of
such Resolution being fulfilled;
-- the HDIV Resolutions being passed and becoming unconditional
in all respects;
-- the approval of the Financial Conduct Authority and the
London Stock Exchange of the Admission of the New Shares to listing
on the Official List and to trading on the Main Market,
respectively; and
-- the Directors and the HDIV Directors resolving to proceed
with the Scheme.
If any condition is not satisfied, the Proposals will not become
effective and no New Shares will be issued.
Benefits of the Proposals
The Board believes that the Proposals will offer a number of
benefits to Shareholders of the Enlarged Company, including:
-- Enhanced liquidity : The scale of the Enlarged Company is
expected to improve the marketability and liquidity of the
Company's Shares.
-- Lower ongoing charges ratio : Shareholders in the Enlarged
Company 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 JHFM : JHFM will offer a
contribution to the costs of the Proposals which, combined with the
premium on the issue price of the New Shares, will ensure that
there will be no dilution to the Company's NAV per Share.
Transfer Agreement
If the resolution to be proposed at the Second HDIV General
Meeting is passed, the Company will enter into the Transfer
Agreement on the Effective Date, pursuant to which the Rollover
Pool will be transferred to the Company in consideration for the
issue by the Company of New Shares to the Liquidators, as nominees
for the HDIV Shareholders who elect, or are deemed to have elected
for, the Rollover Option, who will renounce the New Shares in
favour of such HDIV Shareholders. The parties to the Transfer
Agreement have entered into irrevocable undertakings to enter into
the Transfer Agreement on the Effective Date in the event that all
of the conditions to the Scheme are satisfied in full.
Costs and expenses of the Proposals
New Shares are being issued to HDIV Shareholders who elect, or
are deemed to have elected, for the Rollover Option in
consideration for the transfer of the Rollover Pool to the Company
in connection with the recommended proposals to combine the Company
and HDIV pursuant to the Scheme.
Subject as noted below, if the Scheme is implemented, the
Company and HDIV have each agreed to bear their own costs
associated with the Proposals. Assuming 50 per cent. of the total
HDIV Shares are elected, or are deemed to be elected, for the Cash
Option, the fixed costs of the Proposals payable by the Company are
expected to be approximately GBP461,300, inclusive of VAT which is
assumed to be irrecoverable, where applicable. Such costs are
expected to be offset by the JHFM Contribution (as detailed below).
In addition, the Enlarged Company will incur listing fees in
respect of the listing of the New Shares issued under the Scheme
and any transaction costs, stamp duty or similar transaction taxes
incurred by the Company for the acquisition of the Rollover
Pool.
The Liquidators' Retention is estimated at GBP50,000 and will be
retained by the Liquidators to meet any unknown or unascertained
liabilities of HDIV. To the extent some or all of the Liquidators'
Retention remains when the Liquidators decide to close the
liquidation, this will be returned to HDIV Shareholders on the HDIV
Register as at the Record Date, provided that if any such amount
payable to any HDIV Shareholder is less than GBP5.00, it shall not
be paid to the HDIV Shareholder but instead shall be paid by the
Liquidators to the Nominated Charity.
Any costs of the realignment and/or realisation of the HDIV
Portfolio prior to the Scheme becoming effective will be borne by
HDIV. Any stamp duty, SDRT or other transaction tax, or investment
costs incurred by the Company for the acquisition of the Rollover
Pool or the deployment of the cash therein upon receipt will be
borne by the Enlarged Company.
The Janus Henderson Fund Management UK Limited (the "AIFM") has
agreed to make the JHFM Contribution. The JHFM Contribution will be
calculated as 1.25 per cent. of the Rollover Pool (excluding the
benefit of any amount of JHFM Contribution), up to a maximum
contribution of GBP1,100,000 and subject to a minimum contribution
of GBP360,000. The JHFM Contribution will be allocated first to pay
the Company's fixed costs, up to a cap of GBP550,000, with any
balance of the JHFM Contribution allocated to pay HDIV's costs. In
the event the Scheme does not proceed, the JHFM Contribution will
cover the Company's fixed costs up to a cap of GBP360,000. To the
extent the JHFM Contribution is to benefit the Company, it may be
made by means of an offset of an equivalent amount in the
management fee that would otherwise be payable to the AIFM by the
Company under the Management Agreement. For the avoidance of doubt,
the JHFM Contribution will be reflected in the calculation of the
HHI FAV per Share and the HDIV FAV per Share.
Admission and Dealings
Applications will be made by the Company to the FCA and to the
London Stock Exchange for the New Shares to be admitted to listing
on the premium segment of the Official List and to trading on the
Main Market, respectively. If the Proposals become effective, it is
expected that the New Shares will be admitted to the Official List,
and dealings on the Main Market will commence, on 17 January
2024.
General Meeting
The Proposals are conditional, amongst other things, upon
Shareholders' approval of the Resolution to be proposed at the
General Meeting. The General Meeting will be held at 12 noon on 8
January 2024 at 201 Bishopsgate, London EC2M 3AE. The Resolution
will be proposed as an ordinary resolution and in order to be
passed will, accordingly, require more than 50 per cent. of the
votes cast in person or by proxy to be voted in favour of it.
The Resolution will, if passed, authorise the Directors to allot
up to 125 million New Shares to HDIV Shareholders who have elected,
or are deemed to have elected, for the Rollover Option pursuant to
the Scheme, such number being considered sufficient to satisfy the
maximum number of New Shares that could be required to be issued in
connection with the Scheme. Notice of the General Meeting is set
out at the end of the Circular and contains the full text of the
Resolution.
Expected Timetable
Publication of Prospectus and 12 December 2023
Circular and Form of Proxy for
the General Meeting
Latest time and date for receipt 12 noon on 4 January 2024
of Forms of Proxy and CREST
voting instructions for the
General Meeting
General Meeting 12 noon on 8 January 2024
Announcement of results of General 8 January 2024
Meeting
Calculation Date in relation market close on 10 January 2024
to the Scheme
Effective Date for implementation 16 January 2024
of the Scheme
Announcement of the results 16 January 2024
of the Scheme and the respective
FAVs and Cash NAV
Admission and dealing in New 8.00 a.m. on 17 January 2024
Shares commence and CREST Accounts
credited in respect of New Shares
in uncertificated form
Share certificates in respect week commencing 22 January 2024
of New Shares held in certificated
form despatched
All references to time are to UK time. Each of the times and
dates in the above expected timetable (other than in relation to
the General Meeting) 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 notified to Shareholders by an announcement through
a Regulatory Information Service.
Dickson Minto Advisers is acting as sponsor to the Company in
connection with the Proposals.
Defined terms used in this announcement shall, unless the
context requires otherwise, have the meanings ascribed to them in
the Circular.
The Prospectus and Circular have been submitted to the Financial
Conduct Authority and will shortly be available for inspection at
the National Storage Mechanism which is located at
https://data.fca.org.uk/a/nsm/nationalstoragemechanism and on the Company's website at https://www.janushenderson.com/combination-with-henderson-diversified-income-trust-plc/ .
For further information please contact:
Janus Henderson Investors UK
Limited +44 (0) 20 7818 4458
Dan Howe
Dickson Minto Advisers +44 (0) 20 7649 6823
Douglas Armstrong
IMPORTANT NOTICES
General
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and is not a prospectus. This announcement does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any ordinary shares in the Company in
any jurisdiction, including in or into Australia, Canada, Japan,
the Republic of South Africa, the United States of America
(including its territories and possessions, any state of the United
States and the District of Columbia) or any member state of the
EEA.
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 US 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 announcement does not contain all the information set out
in the Circular. Shareholders should read the Circular in full
before deciding what action to take in respect of the
Proposals.
Approval of the Prospectus by the FCA should not be understood
as an endorsement of the securities that are the subject of the
Prospectus. HDIV Shareholders are recommended to read the
Prospectus before making a decision in order to fully understand
the potential risks associated with a decision to invest in the
Company's securities.
Sponsor
Dickson Minto Advisers, which is authorised and regulated by the
FCA in the United Kingdom, is acting as sponsor and financial
adviser to the Company and for no one else in connection with the
matters set out in this announcement and is not, and will not be,
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
connection with the matters set out in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon Dickson Minto Advisers by the Financial
Services and Markets Act 2000 or the regulatory regime established
thereunder, neither Dickson Minto Advisers nor any persons
associated or affiliated with it accepts any responsibility
whatsoever or makes any representation or warranty, express or
implied, concerning the contents of this announcement, including
its accuracy, completeness or verification, or concerning any other
statement made or purported to be made by it or them, or on its or
their behalf, the Company or the Directors in connection with the
Company or the Proposals, and nothing in this announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Dickson Minto Advisers
and its respective associates and affiliates accordingly disclaim,
to the fullest extent permitted by law, all and any responsibility
and liability whether arising in tort, contract or otherwise (save
as referred to herein) that it or they might otherwise have in
respect of this announcement or any such statement.
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END
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December 12, 2023 11:38 ET (16:38 GMT)
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