Result of Second General Meeting and Scheme Entitlements

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, ANY MEMBER STATE OF THE EEA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

24 September 2026

Pacific Assets Trust plc

 

Legal Entity Identifier: 2138008U8QPGAESFYA48

Result of Second General Meeting and Scheme Entitlements

In connection with the proposals for the combination of the assets of Pacific Assets Trust plc (the "Company" or "PAC") with Schroder Asian Total Return Investment Company plc ("ATR"), by means of a scheme of reconstruction and voluntary winding up of the Company under section 110 of the Insolvency Act 1986 (the "Scheme"), the Board is pleased to announce the results of the Second General Meeting and the Scheme entitlements.

 

Defined terms used in this announcement have the meanings given in the Company's circular to Shareholders dated 11 August 2026 (the "Circular"). The Circular is available for viewing at the National Storage Mechanism which is available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's portal www.ips-docs.com/ using the following log-in details:

 

Login: PAC ~ In Liquidation ~ Ernst & Young LLP

Unique ID: PAC2026

 

Result of Second General Meeting

 

The Company announces that the special resolution to place the Company into members' voluntary liquidation (the "Resolution") was voted on and approved by Shareholders at the Second General Meeting held at 10.00 a.m. this morning. Accordingly, Derek Neil Hyslop and Richard Peter Barker (together the "Liquidators"), both licensed insolvency practitioners of Ernst & Young LLP, have been appointed as joint liquidators of the Company for the purposes of winding-up and distributing the assets of the Company in accordance with the Scheme. Details of the number of votes cast for, against and withheld in respect of the Resolution, which was held on a poll, are set out below and will also be published on the Company's portal www.ips-docs.com/ which can be accessed using the log-in details set out above.

 

Resolution	Votes for	%	Votes against	%	Total votes cast	% Issued Share Capital	Votes withheld
To place the Company into members' voluntary liquidation in accordance with the Scheme, appoint the Liquidators and grant the Liquidators certain powers.	59,473,279	99.62	226,201	0.38	59,699,480	52.25	52,506

The full text of the Resolution can be found in the notice of Second General Meeting contained in the Circular.

 

For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at 6.30 p.m. on 22 September 2026 (114,262,507), being the time at which a Shareholder had to be registered in the Register of Members in order to vote at the Second General Meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" the Resolution.

 

The number of Shares in issue as at the date of this announcement is 114,262,507. There are no Shares held in treasury. Therefore, as at the date of this announcement the number of voting rights in the Company is 114,262,507.

 

Suspension and Cancellation of Shares

 

The Company's Reclassified Shares were suspended from listing on the Official List and the Company's Register closed at 7.30 a.m. on 23 September 2026, in anticipation of the Second General Meeting.

 

Admission and dealings in New ATR Shares will commence at 8.00 a.m. on 25 September 2026. The cancellation of the listing of the Reclassified Shares is expected to occur as soon as practicable thereafter.

 

Scheme Entitlements

 

As at the Calculation Date the entitlements calculated in accordance with the terms of the Scheme were as follows:

 

·      PAC Rollover FAV per Share: 445.370762 pence

·      PAC Cash FAV per Share: 430.578342 pence

·      ATR FAV per Share: 732.219527 pence

 

Therefore, for Shareholders that were deemed to have elected to receive New ATR Shares, each Reclassified Share with "A" rights attached to it will receive 0.608247 New ATR Shares.

 

Fractions of New ATR Shares will not be issued under the Scheme and entitlements to such New ATR Shares will be rounded down to the nearest whole number. All fractional entitlements to New ATR Shares will be aggregated and sold in the market by the Registrar as soon as practicable. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed by the Registrar in due proportions to Shareholders who would otherwise have been entitled to such fractions provided that individual entitlements to amounts of less than £5.00 will not be paid to Shareholders but will be retained for the benefit of the enlarged ATR.

 

For Shareholders that elected for the Cash Option each Reclassified Share with "B" rights attached to it will receive 430.578342 pence in cash.

 

Liquidation

 

As noted in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the remaining costs of implementing the Scheme. The Directors have also provided in the Liquidation Pool for a Liquidators' Retention of £100,000, which they, together with the Liquidators, consider sufficient to meet any contingent, unknown or unascertained liabilities of the Company.

 

The Liquidation Pool (including the Liquidators' Retention) will be applied by the Liquidators in discharging all current and future actual and contingent liabilities of the Company. To the extent that some or all of the Liquidation Pool remains when the Liquidators are in a position to close the liquidation, such amount will be returned to Shareholders on the Register as at the Effective Date pro rata to their respective holdings of Shares. If, however, any such amount payable to any Shareholder is less than £5.00 (after taking into account any expenses associated with making the distribution), it will not be paid to Shareholders but instead will be paid by the Liquidators to the Nominated Charity.

 

In accordance with the Circular, Shareholders who were deemed to have elected for the Rollover Option will receive their New ATR Shares via CREST at 8.00 a.m. on 25 September 2026 and, in relation to Shareholders who held their Shares in certificated form, share certificates in respect of New ATR Shares will be despatched no later than 8 October 2026. Shareholders who elected for the Cash Option will have their entitlements despatched by 8 October 2026 via CREST and/or cheque and/or electronic payment to the Shareholder's mandated bank or building society account as recorded by the Registrar.

 

Following the appointment of the Liquidators, all further enquiries regarding the Company should be made to the Liquidators, whose contact details are below.

For further information please contact:
Liquidators	[email protected]
Derek Neil Hyslop Richard Peter Barker

 

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any other jurisdiction in which the distribution or release would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

 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, 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 or in any other jurisdiction. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"), and investors will not be entitled to the benefits of that act. No offer, purchase, sale or transfer of the securities referred to herein may be made except under circumstances which will not result in the Company being required to register as an investment company under the US Investment Company Act.