abrdn China Investment Company Ltd. Result of Second General Meeting

RNS Number : 7043G

abrdn China Investment Company Ltd.

13 March 2024

 

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, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.

 

13 March 2024

ABRDN CHINA INVESTMENT COMPANY LIMITED

LEI: 213800RIA1NX8DP4P938

Result of Second General Meeting and Scheme Entitlements

 

At the Extraordinary General Meeting of abrdn China Investment Company Limited (the "Company") held earlier today in connection with the proposals for a combination of the assets of the Company with Fidelity China Special Situations plc ("FCSS") to be effected by way of a Guernsey scheme of reconstruction and winding up of the Company (the "Scheme"), the Resolution set out in the notice of the Second General Meeting sent to Shareholders dated 16 February 2024 (the "Notice") was duly passed.

 

As a result of the passing of the Resolution, the Company has been placed into voluntary winding up pursuant to Section 391(1)(b) of the Companies (Guernsey) Law, 2008 and Gareth Morris and Jonathan Dunn, both of FRP Advisory Trading Limited, have been appointed as joint liquidators of the Company.

 

Details of the proxy voting results which should be read alongside the Notice are noted below and will also be published on the Company's website: www.abrdnchina.co.uk.

 

	For (inc Discretionary)		Against		Total
Special Resolution	Votes	%	Votes	%
THAT, subject to the fulfilment of the conditions set out in the Circular, the Company is wound up voluntarily and Gareth Rutt Morris and Jonathan Dunn, each licensed insolvency practitioners of FRP Advisory Trading Limited, are appointed joint liquidators of the Company for the purposes of such winding up and distributing the assets of the Company in accordance with the Scheme and any power conferred on them by law, the Articles of Incorporation of the Company or this resolution may be exercised by them jointly or by each of them alone.	27,384,431	99.99	3,883	0.01	27,388,314

 

Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.

 

The full text of the Resolution can be found in the notice of the Second General Meeting contained in the circular to Shareholders dated 16 February 2024 (the "Circular"). The Circular is available for viewing at the National Storage Mechanism which can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www. https://www.abrdnchina.co.uk.

 

Scheme Entitlements

 

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

 

·      Rollover FAV per Share: 443.025120  pence

·      Cash Pool FAV per Share: 428.569451 pence

·      FCSS FAV per FCSS Share: 214.559732  pence

 

Therefore, Shareholders will receive the cash and/or the number of FCSS Shares stipulated below.

 

For Shareholders that elected for the Cash Option:

 

·      each Share with "B" rights attached to it will receive 428.569451 pence in cash.

 

 For Shareholders that are deemed to have elected to receive New FCSS Shares:

 

·      each Share with "A" rights attached to it will roll over into 2.064810  FCSS Shares.

 

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 costs of the winding up of the Company and the costs of implementing the Scheme. The Directors have also provided in the Liquidation Pool for the cost of the stamp duty due on the transfer of the Rollover Pool to FCSS, the Illiquid Investment and a retention of £100,000 which they, together with the Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company.

 

The Liquidation Pool will be applied by the Liquidators in discharging all current and future, actual and contingent liabilities of the Company and, any balance remaining after discharging such liabilities from the Liquidation Pool, including as a result of the realisation of the Illiquid Investment, will in due course be distributed to Shareholders on the Register on the Record Date pro rata to their respective holdings of Shares in accordance with the terms of the Scheme.

 

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

 

In accordance with the Circular, Shareholders who were deemed to have elected for the Rollover Option will receive their new FCSS Shares via CREST on 14 March 2024 or, in relation to certificated Shareholders, by no later than 27 March 2024. Shareholders who elected, or were deemed to have elected, for the Cash Option will receive their entitlements by no later than 27 March 2024 via CREST and/or cheque.

 

Cancellation

 

Application has been made to the Financial Conduct Authority for the cancellation of the listing of the Company's Shares, such cancellation to take effect from 8.00 a.m. on 14 March 2024. The Company has also notified the London Stock Exchange of its intention to cancel the Company's admission to trading of its Shares at 8:00 a.m. on 14 March 2024.

 

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

 

ENQUIRIES

 

FRP, Liquidators Gareth Morris, Susan Evans	T: 0117 203 3700 Email: [e-mail]
Link Registrars, Receiving Agent	0371 664 0321
Shore Capital, Financial Adviser and Broker Rose Ramsden, Angus Murphy (Corporate Advisory) Henry Willcocks, Fiona Conroy (Corporate Broking)	[phone]

 

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.

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