Publication of Circular
Summary by AI BETAClose X
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, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in any jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
11 February 2026
Aberdeen Equity Income Trust plc
LEI: 21380015XPT7BZISSQ74
Publication of Circular
Further to the announcement on 8 January 2026, the Board is pleased to confirm that Aberdeen Equity Income Trust plc ("AEI" or the "Company") has today published a circular (the "Circular") regarding the proposed combination with Shires Income PLC ("Shires").
The Combination, if approved by both sets of shareholders, will be implemented by means of a scheme of reconstruction and members' voluntary winding up of Shires under section 110 of the Insolvency Act, under which Shires Shareholders will be entitled to receive New AEI Shares or to elect some or all of their Shires Shares for cash. The enlarged AEI will be the ongoing company following the Combination.
abrdn Fund Managers Limited will continue to manage the enlarged AEI. The Company will submit an updated investment objective and policy for Shareholders to approve. The updated investment policy will include Shires' ability to invest in investment-grade fixed income securities and preference shares, as well as having selective exposure to overseas equity in developed markets. Subject to approval by Shareholders, the adoption of this updated investment objective and policy will be conditional on the Combination being implemented.
The boards of both Shires and AEI, along with Aberdeen, believe that the recommended Combination represents an opportunity to create a larger, differentiated, UK equity income investment company using the same management team, whilst delivering a progressive dividend growth strategy, lower costs, and enhanced growth prospects for all Shareholders in the enlarged AEI: an improved circumstance for both sets of shareholders.
Benefits of the Combination
The Combination is expected to result in the following substantial benefits for Shareholders:
· Differentiated proposition: Subject to the approval of changes to the Company's investment objective and policy, the enlarged Company will include Shires' distinctive portfolio features, including some exposure to investment-grade fixed income securities and preference shares, as well as selective exposure to overseas equities in developed markets. This investment approach will aim to provide Shareholders in the enlarged Company with greater diversification, continued progressive dividend growth and a differentiated option within the AIC's UK Equity Income Sector.
· Increased scale: It is expected that the Combination will deliver a significant increase in the size of AEI to form an enlarged Company with NAV of between £300 and £331 million, depending on the take up of the Cash Option and based on the NAV of each company as at the Latest Practicable Date. With greater scale, the enlarged Company should appeal to a broader range of investors, including wealth managers, which in turn should result in higher trading volumes and improved market liquidity in the enlarged Company's shares.
· Reduced costs: It is expected that the Combination will deliver a reduction in the ongoing charges ratio ("OCR") for Shareholders in the enlarged AEI through its increased scale and absorption of fixed costs over a larger asset base. The enlarged AEI will retain AEI's current management fee of 0.55 per cent. per annum of its net asset value, together with an additional fixed fee of £120,000 per annum (with an annual increase linked to CPI). The management fee will be scaled back, if required, so that the OCR of the enlarged AEI does not exceed 0.78 per cent., compared to AEI's current OCR of 0.84 per cent. and Shires' OCR of 1.00 per cent.
· Sustained and growing income: Both companies pay dividends above the average yield of the AIC's UK Equity Income sector. The Board believes there should be no reduction in dividend income for shareholders in either Shires or AEI. The enlarged Company will continue AEI's commitment to a progressive dividend policy, aiming for a dividend increase each year. For the year ended 30 September 2025, the Company paid dividends quarterly totalling 23 pence per Share in aggregate and for the current year, ending 30 September 2026, AEI is expected to pay not less than 23.1 pence per share in aggregate, paid quarterly. The Board of the enlarged AEI will look to maintain AEI's AIC Dividend Hero status and extend its track record to 26 consecutive years of dividend growth. AEI has both revenue reserves and realised capital reserves to support the payment of dividends, if required.
· Cost contributions: To ensure maximum retention of value for Shareholders in the enlarged Company, Aberdeen has agreed to cover all costs of the Scheme (excluding any costs of Shires realising or aligning its portfolio or stamp duty payable by AEI on the acquisition of assets from Shires in connection with the Scheme), in excess of any contribution to Scheme costs arising from the Cash Option being at a discount of two per cent. to the SHRS Residual FAV. The Aberdeen Costs Contribution will be made through a combination of an offset against future management fees, to be paid by the enlarged Company and a waiver in relation to management fees payable by Shires to Aberdeen in the period up to the Effective Date, minimising the impact on NAV for Shareholders in the enlarged AEI.
Overview of the Scheme
The Combination, if approved by Shareholders and Shires Shareholders, will be effected by way of a scheme of reconstruction and members' voluntary winding-up of Shires under section 110 of the Insolvency Act and the associated transfer of cash and other assets of Shires to the Company in exchange for the issue of New AEI Shares. The New AEI Shares will be issued on the basis of the ratio between the AEI FAV per Share and the SHRS Rollover FAV per Share. Implementation of the Scheme is conditional upon, amongst other things, approval by Shareholders of the Issue Resolution at the General Meeting and the approval of Shires Shareholders at the Shires Meetings.
Alternatively, Shires Shareholders will be offered a cash exit opportunity at a 2 per cent. discount to the SHRS Residual FAV, subject to an aggregate limit of 25 per cent. of Shires' issued ordinary share capital (excluding any Shires Shares held in treasury) at the Calculation Date being tendered.
In addition, the Board is proposing, as part of the Proposals, to:
· make certain amendments to the Company's current investment objective and investment policy;
· bring forward the Company's continuation resolution which the Board would otherwise be proposing at the Company's annual general meeting which is expected to take place in February 2027;
· amend the Company's Articles to reset the timetable for future continuation resolutions; and
· cancel the amount which would be standing to the credit of the Company's share premium account following the issuance of the New AEI Shares to be issued pursuant to the implementation of the Scheme.
Further detail on the Scheme can be found in Part 2 of the Circular.
Amendments to Investment Objective and Investment Policy
Upon the Scheme becoming unconditional, it is proposed that the Company will make certain amendments to its investment objective and investment policy as set out below.
The full text of the proposed amended investment objective and investment policy is set out in Part 4 of the Circular.
Resolution 2 will be proposed at the General Meeting (the "Investment Objective and Investment Policy Change Resolution") to seek shareholder approval to the adoption of the amended investment objective and investment policy.
Aside from these proposed changes, the investment strategy of the enlarged AEI will remain largely unchanged and would, on the assumption that the Scheme is implemented, incorporate the preference share portfolio and non-UK listed holdings of Shires. The enlarged AEI will remain benchmark agnostic and its performance will continue to consider the FTSE All-Share Index as its Reference Index, recognising the Company's primary exposure being to UK listed equities.
Continuation Vote and Amendments to Articles
Under the Company's current Articles, the Company is required to propose a continuation resolution (that the Company continue as an investment trust) at the Company's annual general meeting in February 2027. As part of the Proposals, the Company is proposing to bring forward this continuation resolution (the "Continuation Vote") to be considered as part of the business of the General Meeting at Resolution 3.
Due to the proposal to bring forward the Continuation Vote, as summarised above, it is necessary for the Company to amend the current Articles which, as currently drafted, would commit the Company to proposing a further continuation vote at its annual general meeting in February 2027. The proposed amendments will have the effect of resetting the timetable for future continuation votes with the next continuation vote being required to be proposed at the Company's annual general meeting in February 2031 and at every fifth annual general meeting thereafter.
In order to implement this change, Resolution 4 to be proposed at the General Meeting seeks approval to amend the Articles to delete the current Article 151.2 and replace it with the amended Article 151.2 as set out in Part 3 of the Circular. The Scheme is not conditional on the passing of this resolution.
Directors
Conditionally upon the Scheme becoming effective and with effect from Admission, Simon White will be appointed to the Board.
Simon White was appointed as a director of Shires in 2024. Simon has a background in UK equity fund management and significant experience in the investment trust sector. He was, until June 2022, Co-Head of Investment Trusts at BlackRock where he was responsible for overseeing the company secretarial, sales and marketing and third-party administration services. He was also involved in successful fundraisings and significant secondary issuance within the investment trust business. He is currently a Senior Adviser to Cadarn Capital, an independent distribution and investor relations company servicing London-listed investment companies.
The Board of the enlarged AEI will therefore consist of the Company's four continuing Directors, as Caroline Hitch is retiring from the Board at the completion of the Annual General Meeting of the Company which is scheduled to take place on 17 February 2026, and Simon White.
General Meeting
The implementation of the Proposals requires a general meeting of the Company to be held. The notice convening the General Meeting, to be held at 11.30 a.m. on 9 March 2026 at Aberdeen Group plc, 18 Bishops Square, London, E1 6EG, is set out at the end of the Circular.
Admission and dealings
Applications will be made by the Company to the FCA and to the London Stock Exchange for the New AEI Shares to be admitted to listing in the closed-ended investment funds category of the Official List and to trading on the Main Market, respectively. If the Scheme becomes effective, it is expected that the New AEI Shares will be admitted to the Official List, and dealings on the Main Market will commence, on 18 March 2026. The results of the Issue will be announced on or around 17 March 2026 via a RIS announcement.
Recommendation:
The Board, which has been advised by J.P. Morgan Cazenove, considers the Proposals and the Resolutions to be proposed at the General Meeting to be in the best interests of Shareholders as a whole. In providing its advice, J.P. Morgan Cazenove has taken into account the Board's commercial assessment of the Proposals.
Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings, which total 56,523 Shares (representing 0.11 per cent. of the Company's total voting rights) as at the Latest Practicable Date.
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Expected Timetable: General Meeting |
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Latest time and date for receipt of Forms of Proxy and CREST voting instructions for the General Meeting |
11.30 a.m. on 5 March 2026 |
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General Meeting |
11.30 a.m. on 9 March 2026 |
|
Announcement of results of the General Meeting |
9 March 2026 |
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Scheme |
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First Shires General Meeting |
10.30 a.m. on 9 March 2026 |
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Shires Ordinary Shares Class Meeting |
10.45 a.m. on 9 March 2026 |
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Record Date |
6.00 p.m. on 9 March 2026 |
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Shires Shares disabled in CREST (for settlement) |
close of business on 9 March 2026 |
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Trading in Shires Shares on the London Stock Exchange suspended |
7.30 a.m. on 10 March 2026 |
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Calculation Date |
close of business on 12 March 2026 |
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Reclassification of Shires Shares |
8.00 a.m. on 16 March 2026 |
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Suspension of listing of Shires Shares |
7.30 a.m. on 17 March 2026 |
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Second Shires General Meeting |
9.00 a.m. on 17 March 2026 |
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Effective Date |
17 March 2026 |
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Announcement of results of elections under the Scheme, the SHRS Rollover FAV per Share, the SHRS Cash FAV per Share and the AEI FAV per Share |
17 March 2026 |
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CREST accounts credited with, and dealings commence in, New AEI Shares |
As soon practicable on 18 March 2026 |
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Certificates despatched by post in respect of New AEI Shares in certificated form |
by 31 March 2026 |
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Cancellation of listing of Reclassified Shires Shares |
as soon as practicable after the Effective Date |
Note: All references to time in this announcement are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the general meetings) may be extended or brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.
All defined terms have the meaning given to them in the Circular.
The Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/a/nsm/nationalstoragemechanism and is also available on the Company's website at https://www.aberdeeninvestments.com/en-gb/aei.
Enquiries:
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J.P. Morgan Cazenove William Simmonds Rupert Budge
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+44 (0) 203 493 8000 |
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abrdn Fund Managers Limited Ben Heatley (Head of Closed End Funds Sales) |
+44 (0) 207 156 2382 |
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.
The New AEI Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from registration under the Securities Act. Moreover, the New AEI Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any member state of the EEA (other than any member state of the EEA where the shares are lawfully marketed). Further, AEI is not, and will not be, registered under the US Investment Company Act of 1940, as amended.
Figures in this announcement that refer to past performance and past performance should not be considered a reliable indicator of future results.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding Shires' or AEI's respective financial positions, strategies, plans, proposed acquisitions and objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and, accordingly, Shires' or AEI's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority is acting exclusively for AEI and for no-one else in connection with the Combination, will not regard any other person as its client in relation to the Combination and will not be responsible to anyone other than AEI for providing the protections afforded to its clients or for providing advice in relation to the Combination, or any of the other matters referred to in this announcement. This does not exclude any responsibilities or liabilities of J.P. Morgan Cazenove under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.
Winterflood Securities Limited ("Winterflood") which is authorised in the United Kingdom by the Financial Conduct Authority is acting exclusively for Shires and for no-one else in connection with the Combination, will not regard any other person as its client in relation to the Combination and will not be responsible to anyone other than Shires for providing the protections afforded to its clients or for providing advice in relation to the Combination, or any of the other matters referred to in this announcement. This does not exclude any responsibilities or liabilities of Winterflood under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.
None of AEI, Shires, Aberdeen, Winterflood or J.P. Morgan Cazenove, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of AEI, Shires, Aberdeen, Winterflood and J.P. Morgan Cazenove, and their respective affiliates, accordingly, disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
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