Results of the Scheme and Issue of New Shares
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 OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, 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 the United States or in any other 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.
Legal Entity Identifier: 549300W4KB0D75D1N730
8 November 2023
ASIA DRAGON TRUST PLC
Proposed combination with abrdn New Dawn Investment Trust plc
Results of the Scheme and Issue of New Shares
In connection with the combination of the assets of the Company with the assets of abrdn New Dawn Investment Trust plc ("New Dawn"), which was approved by New Dawn Shareholders earlier today, the Board of Asia Dragon Trust plc (the "Company" or "DGN") is pleased to announce that the Company will acquire approximately £214.7 million of net assets from New Dawn in consideration for the issue of 52,895,670 New Shares to New Dawn Shareholders in accordance with the Scheme.
The number of New Shares to be issued was calculated based on a DGN FAV per Share of 403.256545 pence and an ABD FAV per Share of 272.405564 pence, producing a conversion ratio of approximately 0.675514 New Shares for every New Dawn Share rolling over, each calculated in accordance with the Scheme. As set out in the shareholder circular published by the Company on 22 September 2023 (the "Circular"), fractional entitlements to New Shares will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number of New Shares.
Applications have been made for the New 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"). It is expected that Admission will take place at 8.00 a.m. on 9 November 2023.
Following the issue of the New Shares noted above, the Company's share capital will consist of 165,667,920 Ordinary Shares (excluding treasury shares), with each Ordinary Share holding one voting right, and an additional 46,839,427 Ordinary Shares held in treasury.
The figure of 165,667,920 Ordinary Shares 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 voting rights, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.
As set out in the Circular, Overseas New Dawn Shareholders will be deemed to have elected for their Basic Entitlement in respect of the Cash Option and to receive New Shares for the remainder of their New Dawn Shares. Such New Shares will be issued to the Liquidators as nominees for the relevant Overseas New Dawn Shareholder and sold by the Liquidators as nominees in the market for the relevant Overseas New Dawn Shareholder (which shall be done by the Liquidators without regard to the personal circumstances of the relevant Overseas New Dawn Shareholder and the value of the New Dawn Shares held by the relevant Overseas New Dawn Shareholder). The proceeds of such sales will be paid to relevant Overseas New Dawn Shareholders entitled to them within ten Business Days of the date of sale, save that entitlements of less than £5.00 per Overseas New Dawn Shareholder will be retained in the Liquidation Pool.
Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.
For further information:
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Asia Dragon Trust plc |
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James Will |
Contact via aFML |
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abrdn Fund Managers Limited |
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William Hemmings |
+44 (0) 20 7463 6223 |
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Stephanie Hocking |
+44 (0) 7514 064 988 |
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Winterflood Securities Limited |
+44 (0) 20 3100 0000
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Neil Langford |
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Phoebe Pankhurst |
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General
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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