Completion of Scheme of Reconstruction

RNS Number : 8411R

abrdn China Investment Company Ltd.

09 November 2021

 

9 November 2021

abrdn China Investment Company Limited (formerly Aberdeen Emerging Markets Investment Company Limited) ("ACIC" or the "Company")

Legal Entity Identifier (LEI): 213800RIA1NX8DP4P938

Completion of Scheme of Reconstruction and Issue of New Shares

Further to the announcement of the proposed combination with Aberdeen New Thai Investment Trust PLC on 30 July 2021, the announcement of the publication of the Prospectus and Circular on 4 October 2021 and the announcement of the results of the Tender Offer on 3 November 2021, the Company announces that the scheme of reconstruction (the "Scheme") of Aberdeen New Thai Investment Trust ("ANW" or "New Thai") has today been approved by the shareholders of New Thai. As a result, the Company will acquire approximately £62 million of net assets from New Thai in consideration for the issue of 7,554,440 New Ordinary Shares in the Company.

The number of New Ordinary Shares to be issued was calculated on the basis of a FAV per Ordinary Share of 821.177642p and a FAV per ANW Share of 456.537482p, resulting in a FAV:FAV ratio of 0.5559540 calculated in accordance with the Circular to Shareholders dated 4 October 2021.

FAV and Tender Price

The Company's unaudited Net Asset Value as at close of business on 4 November 2021, being the Calculation Date for the purposes of the FAV, was 818.53 pence per Ordinary Share. Accordingly, the FAV is 821.177642 pence per Ordinary Share and the Tender Price is 801.92377 pence per Ordinary Share, both as calculated in accordance with the Circular sent to Shareholders on 4 October 2021.

A total of 6,894,773 Ordinary Shares will be repurchased by the Company on 10 November 2021 under the Tender Offer and held in treasury.  It is expected that payments will be made in respect of successfully tendered uncertificated Ordinary Shares on 10 November 2021 and that payments will be made in respect of successfully tendered certificated Ordinary Shares during the week commencing 15 November 2021.

As set out in the circular published by New Thai, New Ordinary Shares which would otherwise be issued to New Thai Excluded Shareholders (as defined in the New Thai circular) pursuant to the Scheme will instead be issued to the Liquidators of New Thai as nominees on behalf of such Excluded Shareholder who will arrange for such shares to be sold promptly in the market. The proceeds of such sales will be paid to relevant Excluded Shareholders entitled to them within fourteen calendar Days of the date of sale.

Appointment of New Directors

The Board of the Company is also pleased to announce the appointment of two new directors, Anne Gilding and Sarah MacAulay, with effect from today.

Anne Gilding

Anne Gilding is a Non-Executive Director of Momentum Multi-Asset Value Trust plc, a senior adviser to Peregrine Communications, and she has also served a term as a trustee of an educational charity. She has over twenty five years' experience of developing and leading global communications, branding and marketing solutions for a broad range of companies including Impax Asset Management Group plc (where she gained valuable experience of ESG criteria), BMO (formerly F&C), GAM, Vernalis Group plc and UBS. Anne was formerly a director of Aberdeen New Thai Investment Trust.

On completion of the Scheme Anne Gilding will hold 1,667 Ordinary Shares.

There are no other matters to disclose under LR 9.6.13 of the FCA's Listing Rules in relation to this appointment.

Sarah MacAulay

Sarah MacAulay is Chairman of Schroder Asia Total Return Investment Company plc and JPMorgan Multi-Asset Growth and Income plc. She is also Senior Independent Director on the board of Fidelity Japan Trust. Previously she was a Director of Baring Asset Management (Asia) Limited in Hong Kong and Asian Investment Manager at Kleinwort Benson and Eagle Star in London. She has twenty years of Asian investment management experience in London and Hong Kong, managing and marketing investment portfolios across numerous jurisdictions. She is also a Trustee of Glendower School Trust, an educational charitable Trust. Sarah was formerly a director of Aberdeen New Thai Investment Trust.

On completion of the Scheme Sarah MacAulay will hold 2,779 Ordinary Shares.

There are no other matters to disclose under LR 9.6.13 of the FCA's Listing Rules in relation to this appointment.

Admission

Applications have been made for the 7,554,440 New Ordinary Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). Admission is expected to become effective, and dealings in the New Ordinary Shares are expected to commence, at 8.00 a.m. on 10 November 2021. Following Admission, the New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.

Total Voting Rights

Following the implementation of the Tender Offer and the Scheme the Company will have 62,172,947 Ordinary Shares in issue (including 15,548,121 Ordinary Shares which will be held in treasury and for which the exercise of voting rights will be suspended). The total number of Ordinary Shares with voting rights in the Company will be 46,624,826 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.

Commenting on the Scheme, Mark Hadsley-Chaplin, Chairman of ACIC said:

"As of the close of 8th November 2021, the Managers have made significant progress in the realignment of the Company's portfolio and around 55% of the portfolio is now exposed to Chinese equities. The Company expects to receive a further c£62m of assets from Aberdeen New Thai Investment Trust later today. The Company will make a further announcement on the portfolio allocation in the next few days.

I would also like to take this opportunity to thank Bernard Moody and Andrew Lister for their management of the portfolio over the last seven years and to welcome Anne Gilding and Sarah MacAulay to the Board. I look forward to working with them and with the China investment team as we commence the next exciting phase of the Company."

Capitalised terms used and not defined in this announcement bear the meaning given to them in the Circular published by the Company dated 4 October 2021.

 Enquiries:

Aberdeen Standard Fund Managers Limited (Alternative Investment Fund Manager to the Company)

Evan Bruce-Gardyne/William Hemmings    Tel [phone]

PraxisIFM Fund Services (UK) Limited (UK Administration Agent)

Brian Smith                                                                    Tel: [phone]

Shore Capital & Corporate Limited (Financial adviser and broker to the Company)

Robert Finlay / Rose Ramsden    Tel: [phone]

 

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