NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
This announcement is an advertisement and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in Aberdeen Asian Smaller Companies Investment Trust plc or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.
Aberdeen Asian Smaller Companies Investment Trust PLC (the "Company")
Legal Entity Identifier (LEI): 5493000FBZP1J92OQY70
16 April 2018
Convertible Unsecured Loan Stock - further update and Proposed Placing
Further to announcements made by the Company on 26 January 2018 and 13 February 2018 regarding the Company's existing 3.5 per cent. convertible unsecured loan stock 2019 ("2019 CULS"), the Company today announces further details in relation to the proposed restructuring of the 2019 CULS and the terms of the new class of convertible unsecured loan stock to be issued in connection therewith ("2025 CULS"). A maximum of £37 million nominal of 2025 CULS, roughly equivalent to the market value attributable to the 2019 CULS, are to be issued under the proposals (the "Issue").
As part of the Issue, the Company announces its intention to conduct, through Panmure Gordon, a non-pre-emptive conditional placing of 2025 CULS (conditional inter alia on admission of the 2025 CULS to the standard segment of the Official List of the UK Listing Authority ("Admission")), subject to scaling back (as described below), with a limited number of institutional and other investors, at the issue price of 100p per £1 nominal of the 2025 CULS.
Further information on the proposed terms of the 2025 CULS, the Issue and the proposed restructuring of the 2019 CULS is set out below.
Proposed Terms of the 2025 CULS
It is proposed that:
The interest on the 2025 CULS will be 2.25 per cent. per annum payable twice annually in arrears on 30 November and 31 May each year, with the first interest payment on 30 November 2018, in respect of the period from Admission. Interest will accrue on a daily basis.
Holders of 2025 CULS will be entitled to exercise their conversion rights twice annually throughout the life of the 2025 CULS, commencing 30 November 2018. The conversion price of the 2025 CULS, being the nominal amount of 2025 CULS required to convert into one ordinary share of 25p in the capital of the Company ("Ordinary Share"), will be set at a 20 per cent. premium to the Net Asset Value (fully diluted including income) ("NAV") per Ordinary Share shortly prior to the date of Admission rounded down to the nearest 5 pence.
The term of the 2025 CULS will be 7 years to 31 May 2025, when remaining 2025 CULS will be converted or redeemed.
The 2025 CULS will also incorporate certain compulsory redemption/conversion provisions as follows:
· if, at any time after 31 May 2021, the middle market price of the Ordinary Shares is 20 per cent. or more above the conversion price for at least 20 dealing days during any period of 30 consecutive dealing days, the Company will be able to require the holders of 2025 CULS to redeem their 2025 CULS at par plus accrued interest. In such event, holders of the 2025 CULS would be given a final opportunity to convert their outstanding 2025 CULS into Ordinary Shares;
· following conversion of 80 per cent. or more of the nominal amount of 2025 CULS originally issued, the Company will be entitled to require remaining holders of the 2025 CULS to convert their outstanding 2025 CULS into Ordinary Shares after they have been given an opportunity to have their 2025 CULS redeemed at par plus accrued interest; and
· if at any time after 31 May 2021 the nominal value of the outstanding 2025 CULS represents 30 per cent. or more of the Company's net assets, the Company shall be entitled to require holders of the 2025 CULS to redeem their 2025 CULS at par plus accrued interest.
On a winding-up of the Company, the nominal amount of the 2025 CULS will rank ahead of the Ordinary Shares, but will be subordinated to the Company's other borrowings and creditors. The trust deed constituting the 2025 CULS will not contain any restriction on borrowings (including borrowings ranking ahead of the 2025 CULS), the disposal of assets or the creation of charges.
The Issue and the Proposed Restructuring of the 2019 CULS
It is proposed that the 2025 CULS will be issued by means of (a) a reinvestment scheme under which proceeds of sale of existing 2019 CULS may be rolled into 2025 CULS (the "Reinvestment Scheme"); (b) an open offer providing holders of Ordinary Shares ("Shareholders") in the Company with the opportunity to participate by subscribing for up to £10 million nominal of 2025 CULS (the "Open Offer"), and (c) a placing by Panmure Gordon (the "Placing") subject to scaling back. In the event of scaling back, those participating under the Reinvestment Scheme will have first priority followed, in order, by those applying under the Open Offer and Placing.
The Reinvestment Scheme: Holders of the 2019 CULS ("Stockholders") will be able either to participate in the Reinvestment Scheme under which the proceeds of sale of their 2019 CULS are rolled into 2025 CULS or to elect to convert their 2019 CULS into Ordinary Shares in accordance with their current terms. The reinvestment is to be achieved by the buy-back of 2019 CULS intermediated by Panmure Gordon (which may crystallise a capital gain for tax purposes) and the application of the proceeds to subscribe for 2025 CULS at the issue price of 100p per £1 nominal.
The price payable for the 2019 CULS under the Reinvestment Scheme will be determined by reference to the conversion price (£8.30) and the prevailing price of the Ordinary Shares. That is to say that the number of Ordinary Shares to which a Stockholder is notionally entitled on conversion will be calculated by reference to the conversion price; the number of Ordinary Shares so calculated will then be multiplied by the prevailing Ordinary Share price in order to ascertain the price payable for the 2025 CULS. For this purpose, in order to reduce the impact of any short term discount volatility the prevailing share price will be taken to be the NAV on the calculation date (shortly before Admission) less the average discount to NAV at which Ordinary Shares may have traded over the preceding ten trading days.
The Open Offer: Shareholders are, pursuant to the Open Offer, to be given the opportunity to subscribe for up to £10 million nominal of 2025 CULS, on a pro-rata basis, at 100p per £1 nominal of 2025 CULS.
The Placing: Panmure Gordon has entered into a placing agreement with the Company under which it will use reasonable endeavours to procure placees to subscribe for 2025 CULS. The Placing will comprise a non-pre-emptive placing of 2025 CULS with a limited number of institutional and other investors, at the issue price of 100p per £1 nominal of 2025 CULS.
Other
The proposals described in this announcement are conditional, inter alia, on the approval of Shareholders and Stockholders to be given at respectively a General Meeting and a meeting of Stockholders.
Application will be made for 2025 CULS to be admitted to the standard segment of the Official List of the UK Listing Authority and the Main Market of the London Stock Exchange, and implementation of the Proposals will be conditional on such Admission taking place. At the same time as Admission, the listing of the 2019 CULS will be cancelled.
A further announcement is expected to be made shortly following publication of the relevant documentation (including a prospectus relating to the 2025 CULS convening a General Meeting and a circular to Stockholders convening a meeting of Stockholders) with a view to the proposals becoming effective late in May 2018.
Enquiries:
Aberdeen Asset Managers Limited
William Hemmings
020 7463 6000
Panmure Gordon
Rob Naylor/ Paul Fincham, 0207 886 2500
Jonathan Crabtree 0207 886 2720
Important Information
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon (UK) Limited nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Panmure Gordon (UK) Limited is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Panmure Gordon (UK) Limited may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.
