Update on Managed Wind-Down

abrdn Diversified Income and Growth

04 February 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THE JURISDICTION.

4 February 2026

For Immediate Release

ABRDN DIVERSIFIED INCOME AND GROWTH PLC

(the "Company")

Update on Managed Wind-Down

The Board is pleased to announce that the Company has completed two further secondary sales of its fund investments and private market assets ("Fund Interests"), and the sale of the remaining 50 per cent. of one additional Fund Interest, raising gross consideration of £22.4 million. Separately, the Company has entered into conditional sale and purchase agreements in respect of the sale of the remaining 50 per cent. of one additional Fund Interest for gross consideration of £6.5 million (subject to customary completion adjustments and before transaction costs).

The Company currently expects the remaining sales of its Fund Interests will complete during this quarter⁽¹⁾ and, therefore, expects to put forward proposals in March 2026 to place the Company into members' voluntary liquidation. The Board is also considering proposals to make a return of capital of up to approximately £43.7 million by way of the Company's B share scheme later this quarter in order to accelerate returns to shareholders.

Newly Completed Sales

The Board confirms that the Company has now completed the sales of two of its Fund Interests and the remaining 50 per cent. of one additional Fund Interest (the "Newly Completed Sales").⁽²⁾ The Newly Completed Sales have raised approximately £22.4 million of gross consideration and unlocked approximately £1.3 million of cash and cash equivalents being retained by the Company in respect of its undrawn commitments.⁽³⁾

As previously reported, each of the Fund Interests sold pursuant to the Newly Completed Sales were being carried by the Company at the agreed sale price in the Company's last reported net asset value ("NAV") (as at 31 December 2025), which also included accruals for the Company's expected transaction, operating and liquidation costs.

Newly Agreed Sale

In addition, the Company has now signed conditional sale and purchase agreements in respect of the sale of the remaining 50 per cent. of one additional Fund Interest for gross consideration of approximately £6.5 million (before transaction costs) (the "Newly Agreed Sale"), subject to adjustment for any further distributions received, and capital contributions made, by the Company in respect of the relevant Fund Interest prior to completion.

As previously reported, in the light of the advanced stage of negotiations in respect of the Newly Agreed Sale, the asset was being carried by the Company at the agreed sale price in the 31 December 2025 NAV.

The completion of the Newly Agreed Sale remains subject to, amongst other things, consent from the underlying general partner of the relevant Fund Interest to the transfer being formalised. The Company and each of the purchasers are using their respective reasonable endeavours to procure such consent. The timing of receipt of consideration from the Newly Agreed Sale will be driven by the closing date of the transaction. However, it is expected that the Newly Agreed Sale will complete in the coming weeks.

Future returns to shareholders

These recent developments leave three Fund Interests (and the remaining 50 per cent. of one additional Fund Interest) subject to the Company's secondary sales process, of which only one Fund Interest is not subject to a signed conditional sale agreement. The negotiation of the remaining conditional sale agreement is ongoing and the Fund Interest remains under offer. The Company currently expects that each of the remaining sales will complete during this quarter.⁽¹⁾

As at the date of this announcement, the Company holds approximately £58 million of cash and cash equivalents and has remaining undrawn commitments of approximately £7.6 million.⁽³⁾

In the light of the progress made with the secondary sales process, the Board expects to put forward proposals in March 2026 to place the Company into members' voluntary liquidation. Given the Company has a substantial holding of cash and cash equivalents, the Board is considering proposals to make a return of capital of up to approximately £43.7 million by way of the Company's B share scheme later this quarter in order to accelerate returns to shareholders. Further announcements will be made, as appropriate, in due course.

The amount that could be returned to shareholders prior to members' voluntary liquidation is limited by, amongst other things, the quantum of the distributable reserves available to the Company. There can be no certainty as to the precise quantum, or timing for completion, of any returns of capital and any further realisations of the remaining Fund Interests.

Enquiries:

abrdn Diversified Income and Growth plc

Davina Walter (Chairman)                                                        via Burson Buchanan

Dickson Minto Advisers LLP

Douglas Armstrong / Andrew Clark / Jamie Seedhouse            [phone]

Burson Buchanan

Helen Tarbet / Henry Wilson / Nick Croysdill                            [phone]

                                                                                              [e-mail]

Notes:

(1)  The Company's interests in Aberdeen Global Private Markets Fund (which was exited through the fund's redemption mechanics in September 2025) and PIMCO Private Income Fund (which is expected to be exited through the fund's redemption mechanics in Q4 2026) were excluded from the Secondary Sales Process. The Company's residual interests in Markel Catco Reinsurance Opportunities Fund (a de minimis holding in a fund which is in managed wind-down) and Aberdeen European Residential Opportunities Fund (the value of which was written down to nil on 31 January 2025) were also excluded from the Secondary Sales Process.

(2)  The sales of two of the Company's Fund Interests were undertaken pursuant to the newly signed sale and purchase agreements referenced in the announcement released by the Company on 8 January 2026. The sale of the Company's remaining 50 per cent. of one additional Fund Interest was undertaken pursuant to a signed sale and purchase agreement referenced in the announcement released by the Company on 1 October 2025.

(3)  Includes any capital distributions received by the Company in respect of the relevant Fund Interests that could have been recalled.

Important information

This announcement is released by the Company and the information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of UK MAR. Upon publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is abrdn Holdings Limited, the Company Secretary.

The Company's LEI number is 2138003QINEGCHYGW702.

 

END