| abrdn Diversified Income and Growth plc (the “Company”)Publication of CircularRecommended Proposals for a Managed Wind-Down of the Company and associated adoption of a New Investment Objective and Policy and Notice of General Meeting | ||
| The Company has today published a circular (the “Circular“) in relation to the recommended proposals for a Managed Wind-Down of the Company, the associated adoption of a New Investment Objective and Policy, the reduction in nominal value of the Company’s Shares from 25 pence to one penny per Share and to cancel the entire nominal value standing to the credit of the Company’s capital redemption reserve (the “Proposals“). The Proposals are subject to Shareholder approval and, accordingly, the Circular contains a notice convening a general meeting of the Company to be held at Wallacespace, 15 Artillery Lane, London E1 7HA on 27 February 2024 at 10.00 a.m. (or such later time as is immediately following the conclusion of the Company’s annual general meeting convened for the same date at 9.30 a.m. and any adjournment thereof) (the “General Meeting“).A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection | ||
| Introduction | ||
| As announced by the Company on 14 December 2023, the Board has concluded that it is in the best interests of Shareholders as a whole to put forward proposals for a managed wind-down of the Company (the “Managed Wind-Down“). | ||
| Pursuant to the Managed Wind-Down, the Company proposes to conduct an orderly realisation of its assets in a manner that seeks to optimise the value of the Company’s investments whilst progressively returning cash to Shareholders. | ||
| Implementation of the Managed Wind-Down requires Shareholder approval to adopt the New Investment Objective and Policy reflecting the realisation strategy and the fact that the Company is ceasing to make new investments. The approval of Shareholders is also being sought to carry out a reduction in the nominal value of the Shares from 25 pence per Share to one penny per Share and to cancel the entire amount standing to the credit of the Company’s capital redemption reserve (the “Reduction“). The reserve arising as a result of the Reduction will, subject to any arrangements required for the protection of creditors and any direction given by the Court in confirming the Reduction, amount to distributable reserves for the purposes of the Companies Act and will be available to the Company to distribute to Shareholders pursuant to the Managed Wind-Down. | ||
| Background to the Proposals | ||
| On 20 June 2023, the Company commenced a strategic review process that sought to address the material discount to Net Asset Value per Share at which its Shares were trading and consider how best to deliver value to Shareholders. The strategic review culminated in the Company’s announcement of an enhanced distribution programme on 26 October 2023. | ||
| Following this announcement, further detailed discussions with Shareholders were undertaken. In the light of the feedback received during these conversations and the entrenched discount to Net Asset Value per Share at which the Company’s Shares continued to trade, the Board announced on 14 December 2023 that it had resolved to put forward proposals for a Managed Wind-Down. | ||
| Summary of the Managed Wind-Down proposals | ||
| Pursuant to the Managed Wind-Down, the Company proposes to conduct an orderly realisation of its assets in a manner that seeks to optimise the value of the Company’s investments whilst progressively returning cash to Shareholders. In particular: | ||
| § The Board expects that approximately £115 million would be returned to Shareholders in the first half of 2024 at, or close to, NAV per Share (subject to Shareholder approval, the approval of the Court for the Company to reduce its share capital and cancel the amounts standing to the credit of its capital redemption reserve and, subject to tax advice, potentially also its share premium account (further details of which are set out in the section headed “Means of Returning Capital”) and the appropriate use of the Company’s distributable reserves) principally by means of a bonus issue of redeemable B shares where the cash returned to Shareholders would be treated as a return of capital rather than income from a UK tax perspective, with further returns of cash to follow as value is realised from the Company’s private markets portfolio in a timely and efficient manner as set out below. | ||
| § Approximately £108.5 million of the Company’s private markets portfolio (valued as at 5 February 2024) is expected to mature between 2024 and 2027 (the “First Tranche“). It is intended that the proceeds from the First Tranche will be returned to Shareholders in a timely manner as the investments mature. | ||
| § The remaining £84.8 million of the private markets portfolio (valued as at 5 February 2024) is expected to mature between 2029 and 2033 (the “Second Tranche“). As market conditions improve, opportunistic secondary sales of Second Tranche assets would be considered by the Company in order to realise value from these assets in a timely manner. | ||
| § The Company will cease making new investments (save as to fund existing commitments and support the Managed Wind-Down as set out below). | ||
| § It is intended that the Company’s debt arrangements, comprising secured Bonds with a par value of c.£16.1 million, will be repaid during 2024. | ||
| § The Board will seek to reduce the Company’s ongoing costs. | ||
| Benefits of the Proposals | ||
| The Directors believe that the Proposals are in the best interests of Shareholders as a whole and should yield the following principal benefits: | ||
| § implementing a managed and orderly disposal of investments should optimise the value to be realised on the sale of the Company’s assets and, therefore, returns to Shareholders, including the significant Initial Return of Capital expected to comprise of approximately £115 million (representing approximately 38 pence per Share) during 2024; | ||
| § the Proposals will allow cash to be returned to Shareholders in a cost-effective and timely manner; and | ||
| § the Company will continue to benefit from the expertise of the Investment Manager who the Board believes is best placed to execute the Managed Wind-Down strategy to maximise value for Shareholders (particularly in respect of the First Tranche and Second Tranche assets). | ||
| Initial Return of Capital | ||
| The Company’s liquid assets currently comprise approximately £94 million of fixed income and credit investments, £47 million of listed equities and £8 million of cash and cash equivalents. Pursuant to the Managed Wind-Down, the Board intends to return the cash generated from the sale of the Company’s liquid assets together with available cash to Shareholders in 2024, save that the Company will retain sufficient funds to meet outstanding commitments in respect of its private markets portfolio (such commitments amounting to c.£38.4 million in total), repay the Company’s secured Bonds (c.£18 million including an estimate of the repayment premium) and provide for its ongoing working capital requirements (c.£8.5 million). | ||
| The Board therefore currently expects that approximately £115 million will be available to be returned to Shareholders in the first half of 2024 (the “Initial Return of Capital“). This is however, subject to the further conditions set out in the section of the Circular headed “Means of Returning Capital”. | ||
| Please see the section titled “Means of Returning Capital” generally for further information on the proposed process for the Initial Return of Capital. | ||
| Future Realisations | ||
| The Company held approximately £193 million of private markets investments as at 5 February 2024. The First Tranche of approximately £108.5 million is expected to be realised, as the underlying funds mature, between 2024 and 2027. The proceeds received by the Company from the First Tranche realisations will be progressively returned to Shareholders throughout this period and the Board will seek to do so in a timely and efficient manner. As set out in the chart below as at 5 February 2024, the Second Tranche, comprising the Company’s remaining private markets investments valued at c.£84.8 million, is expected to mature between 2029 and 2033: | ||
ADIG
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