Publication of a Circular

Schroder Asian Total Retn InvCo PLC

11 August 2026

 

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 to, or for the account or benefit of "U.S. persons" (as defined below), 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.

LEI: 549300TQNNGZ0JHO2L78

11 August 2026

Schroder Asian Total Return Investment Company plc

("ATR" or the "Company")

Publication of a Circular

On 11 June 2026 the Company announced that it had agreed heads of terms with Pacific Assets Trust plc ("PAC") in respect of a proposed combination of the Company and PAC (the "Combination") which, if approved by the shareholders of both companies, will be implemented by way of a scheme of reconstruction and members' voluntary winding-up of PAC under section 110 of the Insolvency Act 1986 (the "Scheme") and the associated transfer of the majority of PAC's cash, assets and undertaking to the Company in exchange for the issue of New ATR Shares to Eligible PAC Shareholders who are deemed to have elected to roll over their investment in PAC into the Company.

In addition, the Board is proposing to cancel the amount which would be standing to the credit of the Company's share premium account following the issuance of the New ATR Shares pursuant to the implementation of the Scheme (the actions required to be taken in order for the Combination to be implemented, and the other proposals being put forward for approval by Shareholders being referred to as the "Proposals").

The Board announces that the Company has today published a circular to provide the Company's shareholders with further details of the Proposals and to convene a general meeting of the Company (the "General Meeting") to seek the required Shareholder approvals to implement the Combination and the Proposals (the "Circular").

Terms not otherwise defined in this announcement shall have the meanings given to them in the Circular unless the context requires otherwise.

The Circular will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.schroders.com/ATR.

Benefits of the Combination

The Combination is expected to result in the following substantial benefits for Shareholders:

·      Increased scale, relevance and liquidity: The combined entity (the "Enlarged Company") is expected to have a pro forma NAV of approximately £1.04 billion, based on the two companies' respective NAVs as at 6 August 2026^[1]. With greater scale, it is anticipated that the Enlarged Company will be attractive to a wider range of investors, who may have been constrained by ownership restrictions, and that the secondary market for its Shares will be more liquid.

·      Revised management fee structure: Subject to and with effect from the completion of the Combination, SUTL, the manager of the Company, has agreed to amend its base management fee with respect to the Enlarged Company such that: (i) a new annual management fee tier of 0.50 per cent. (applicable in excess of £500 million) will be introduced; and (ii) the basis on which the management fee is calculated will be changed to the lower of market capitalisation and NAV. In addition, the cap on total fees (including the Performance Fee) payable by the Company to SUTL will be reduced from its current level of 1.25 per cent. of the Company's closing NAV per annum to 1.15 per cent. of the Company's closing NAV per annum.

·      Lower ongoing charges: Following the Combination, based on the two companies' respective NAVs as at 6 August 2026¹, it is estimated that the ongoing charges ratio of the Company would drop to 0.66 per cent. (excluding Performance Fees, on an ongoing basis), compared to 0.80 per cent. in the financial year to 31 December 2025 and 1.10 per cent. for PAC in the financial year to 31 January 2026.

·      Schroders cost contribution: SUTL has agreed to make a material contribution to the costs of the Proposals (further details below). This is expected to offset the Direct Transaction Costs of the Scheme for existing investors in the Company. PAC Shareholders who are deemed to elect for the Rollover Option will also benefit from this contribution which, in conjunction with the aggregate PAC Cash Discount Benefit described below, is expected to offset the Direct Transaction Costs of the Scheme, and help to defray portfolio realignment costs for PAC Shareholders who are deemed to elect for the Rollover Option.

·      Performance-related Tender Offer: Conditional on the Scheme completing, the Enlarged Company will put forward a performance-related Tender Offer for up to 15 per cent. of its issued share capital (excluding any Shares held in treasury) to Shareholders if, over the five-year period from 31 December 2025 to 31 December 2030, the Company's NAV total return does not exceed the total return of the Reference Index.

Overview of the Scheme

The Scheme, if implemented, will be effected by way of a scheme of reconstruction and members' voluntary winding-up of PAC under section 110 of the Insolvency Act 1986.

Under and subject to the conditions of the Scheme, Eligible PAC Shareholders will be entitled to elect (or may be deemed to elect) to receive in respect of some or all of their PAC Shares:

·      new ordinary shares of 5 pence each in the capital of the Company (the "New ATR Shares") (the "Rollover Option"); and/or

·      cash (the "Cash Option").

The Cash Option is limited to a maximum of 25 per cent. of the PAC Shares in issue (excluding PAC Shares held in treasury) as at the Calculation Date (being close of business on 17 September 2026), and will be subject to a 2.0 per cent. discount. Should total elections (including deemed elections) for the Cash Option exceed 25 per cent. of the PAC Shares in issue (excluding PAC Shares held in treasury) as at the Calculation Date, excess elections for the Cash Option will be scaled back into New ATR Shares on a pro-rata basis, subject to the separate arrangements for Excluded PAC Shareholders detailed in the section titled "Excluded PAC Shareholders" in Part 2 of the Circular.

The number of New ATR Shares to be issued to Eligible PAC Shareholders under the Rollover Option will be calculated on a Formula Asset Value ("FAV")-to-FAV basis, as described in Part 2 of the Circular.

New ATR Shares will be issued as the default option under the Scheme to the extent that Eligible PAC Shareholders do not make (or are not deemed to make) a valid election for the Cash Option in respect of some or all of their PAC Shares under the Scheme and to the extent that elections for the Cash Option (including Excess Applications) are scaled back as a result of the Cash Option being oversubscribed.

Excluded PAC Shareholders (including Overseas PAC Shareholders who are Excluded PAC Shareholders) will be subject to the provisions set out in the section titled "Excluded PAC Shareholders" in Part 2 of the Circular.

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 PAC Shareholders at the PAC Meetings.

Further details of the Scheme are set out in Part 2 of the Circular.

The Issue

The New ATR Shares will be allotted to the Liquidators, who will renounce such New ATR Shares in favour of Eligible PAC Shareholders (or otherwise hold such New ATR Shares as nominees for Excluded PAC Shareholders) who, in accordance with the terms of the Scheme, are deemed to elect for the Rollover Option, in consideration of the transfer of the Rollover Pool (described in more detail below) from PAC to the Company.

The New ATR Shares are ordinary shares, denominated in Sterling, in the Company and will rank equally in all respects with the existing issued ATR Shares (other than in respect of dividends or other distributions declared, made or paid on the existing ATR Shares prior to the date of the issue of the New ATR Shares).

Rollover Pool

The Company and PAC have agreed that the Rollover Pool shall consist only of assets and investments (including cash and cash equivalents) that are suitable for transfer to the Company and which are agreed in advance between the Company (in consultation with SUTL) and PAC as being acceptable to the Company and in accordance with the Company's investment objective and policy and strategy, and also to ensure that PAC has sufficient cash to meet the amounts expected to be due in respect of elections for the Cash Option and any remaining indebtedness and/or liabilities, and provided that the Rollover Pool must meet the requirements necessary to satisfy the conditions for capital gains rollover relief under section 136 and schedule 5AA TCGA.

Conditions of the Issue and the Scheme

The Proposals are conditional on, amongst other things:

·      the Company's Directors and the PAC Board each resolving to proceed with the Scheme;

·      the passing of the Resolutions at the General Meeting and the Resolutions becoming unconditional in all respects;

·      the necessary approvals by PAC and the PAC Shareholders being obtained and upon any conditions of such approvals being fulfilled; and

·      the London Stock Exchange confirming to ATR or its agents (and such confirmation not having been withdrawn) that the New ATR Shares will be admitted to trading on the Main Market, subject only to allotment.

If any condition of the Scheme is not met, the Scheme will not be implemented (as described in more detail below).

If the Scheme does not proceed, the Company and PAC would remain as separate investment trusts and Shareholders would not therefore realise any of the benefits associated with the Scheme set out in the Circular.

If the issue of New ATR Shares pursuant to the Scheme would require the Company to issue more than 100 per cent. of its existing issued share capital, the Directors and the PAC Board shall together be entitled to make such adjustments to the entitlements of Eligible PAC Shareholders to New ATR Shares under the Scheme as they agree.

Costs of Implementing the Scheme

The Company and PAC have each agreed to bear their own costs in relation to the Proposals.

The Direct Transaction Costs of the Proposals payable by the Company are expected to be approximately £815,000 inclusive of VAT (which is assumed to be irrecoverable where applicable).

The Enlarged Company will incur admission fees in respect of the admission of the New ATR Shares and transfer taxes/costs based on the value and constitution of the Rollover Pool.

The Direct Transaction Costs of the Proposals payable by PAC (that do not include the PAC Realisation Costs, which are unquantifiable as at the date of the Circular) are expected to be approximately £1.42 million inclusive of VAT (which is assumed to be irrecoverable where applicable). For the avoidance of doubt, this estimate of costs excludes the Liquidators' Retention to cover unknown, unascertained or contingent liabilities of PAC following its entry into liquidation (such amount not expected to exceed £100,000 in aggregate) (the "Liquidators' Retention"). The Liquidators' Retention is in addition to any provisions made in the calculation of the PAC Residual FAV in respect of known and ascertained liabilities of PAC as set out in Part 2 of the Circular.

In the event that either Shareholders or PAC Shareholders resolve not to proceed to implement the Scheme or the Directors or the PAC Board decide not to implement the Scheme on the terms described in the Circular, each company will bear its own abort costs, although the admission fees and transfer taxes/costs that would have been payable by the Enlarged Company will not be incurred in such circumstances.

Schroders Costs Contribution

SUTL has agreed to make a contribution to the costs of the Proposals by means of a waiver of the Base Fee.

The waiver will be in an amount equal to 15 months of the amended Base Fee (at the applicable incremental rate) on the value of the Rollover Pool, all calculated as at the Calculation Date and capped at the higher of: (a) the value of such waiver had the Cash Option been taken up in full; and (b) £2,750,000 (the "Schroders Costs Contribution").

Based on the PAC NAV as at 6 August 2026, and assuming full take up of the Cash Option, the value of the Schroders Costs Contribution would be approximately £2.4 million.

The Schroders Costs Contribution will be applied in the calculation of the ATR FAV and the PAC Rollover FAV on the following basis:

·      firstly, the Schroders Costs Contribution will be applied as an upwards adjustment in calculating the ATR FAV in an amount equal to ATR's Direct Transaction Costs, provided that no more than 50 per cent. of the Schroders Costs Contribution will be so applied;

·      secondly, the Schroders Costs Contribution will be applied as an upwards adjustment in calculating the PAC Rollover FAV to the extent that PAC's Direct Transaction Costs and the PAC Realisation Costs have not already been fully defrayed by the application of the PAC Cash Discount Benefit; and

·      with any balance thereafter applying for the benefit of the Enlarged Company,

provided that, if the PAC Rollover FAV, excluding the add-back of the benefit of the PAC Schroders Contribution, is of a value less than £325 million and the Direct Transaction Costs incurred by ATR have not been completely defrayed by the ATR Schroders Contribution, then the value of the ATR Schroders Contribution will be increased until it has covered the Direct Transaction Costs incurred by the Company and the value of the PAC Schroders Contribution will be reduced accordingly (the "Schroders Contribution Rebalancing").

The Schroders Costs Contribution is expected to ensure that the Direct Transaction Costs for the Existing ATR Shareholders in relation to the Proposals are offset and, in conjunction with the aggregate PAC Cash Discount Benefit, to help to defray the total costs of the Proposals, including portfolio realignment costs, for PAC Shareholders who are deemed to elect for the Rollover Option.

Reduced ATR Management Fees and Performance Fee Transitional Arrangements

SUTL is currently entitled to annual management fees equal to 0.65 per cent. of gross assets of the Company, less cash and cash equivalents (the "Base Fee"), payable under the terms of the Investment Management Agreement.

A performance fee is also payable to SUTL amounting to 10 per cent. of any outperformance of the Company's NAV over an annual hurdle of 7 per cent., provided that the closing NAV per Share exceeds the "high water mark" NAV per Share at the date the last performance fee was paid (the "Performance Fee"). The sum of the Base Fee and any Performance Fee payable is capped at 1.25 per cent. of the Company's closing Net Asset Value as at the end of the relevant financial year (the "Fee Cap").

In addition, SUTL may only be paid a Performance Fee when the Company's NAV total return is equal or greater to the total return of the Reference Index (the "Reference Index Condition").

The Base Fee is calculated and paid quarterly in arrear. If the Company invests in funds managed or advised by SUTL, any fees earned by SUTL from those investments are rebated to the Company.

With effect from the Effective Date, and conditional on the Scheme becoming effective, the Company and SUTL have agreed to replace its existing fee arrangements with a new competitive fee structure pursuant to which SUTL will be entitled to receive reduced fees, calculated as follows:

Lower Base Fee

·      0.65 per cent. per annum on the first £500 million on the lesser of the Company's NAV and its market capitalisation; and

·      0.50 per cent. per annum on the lesser of the Company's NAV and its market capitalisation over £500 million.

Reduced Fee Cap

In addition, with effect from the Effective Date, and conditional upon the Scheme becoming effective, the Fee Cap will be reduced from the current 1.25 per cent. of the Company's financial year end NAV per annum to 1.15 per cent. of its financial year end NAV per annum.

Performance Fee Transitional Arrangements

Conditional on the Scheme becoming effective, the Company and SUTL have agreed to alter the basis for the calculation of the Performance Fee (if any) payable to SUTL by the Company in respect of the two financial years covering the period from 1 January 2026 to 31 December 2027 so that:

·      the Performance Fee (if any) otherwise payable in respect of the financial year ending 31 December 2026 will instead by calculated on the basis of any outperformance of the Company's NAV over a truncated period from 1 January 2026 to the Calculation Date; and

·      the Performance Fee (if any) otherwise payable in respect of the financial year ending 31 December 2027 will instead be calculated on the basis of any outperformance of the Company's NAV over an elongated period from the day immediately following the Calculation Date to 31 December 2027.

For these purposes, the annual hurdle of 7 per cent. and the Fee Cap (being, in respect of the period from 1 January 2026 to the Calculation Date, 1.25 per cent. of the Company's closing NAV as at the Calculation Date and, in respect of the period from the day immediately following the Calculation Date to 31 December 2027, 1.15 per cent. of the Company's closing NAV as at 31 December 2027) applicable to the calculation of the relevant Performance Fee will be prorated to reflect the reduction or increase (as applicable) in the length of the relevant period over which the performance of the Company's NAV is measured. 

The "high water mark" for the purposes of determining whether a Performance Fee is payable to SUTL will not be altered under these arrangements, meaning that if a Performance Fee is paid based on the Company's NAV on the Calculation Date, the NAV per Share on the Calculation Date will become the prevailing "high water mark". The Reference Index Condition will apply over the amended Relevant Period.

Benefits for Shareholders of the Performance Fee Transitional Arrangements

The Board and SUTL have agreed these transitional Performance Fee arrangements to ensure that PAC Shareholders who are deemed to elect for the Rollover Option do not bear a Performance Fee in respect of a period prior to the Effective Date, of which they have not received the benefit of the Company's performance, and to align the interests of Shareholders.

The expected benefits for Shareholders of the transitional Performance Fee arrangements are as follows: (i) there is a clear cut-off, driven by the completion of the Scheme, by reference to which the Company's performance will be measured and any Performance Fee calculated, ensuring that PAC Shareholders only bear a Performance Fee in respect of investment performance of which they have had the benefit; (ii) all elements of the Performance Fee calculation have been prorated in order to reduce the impact of any distortion on the Performance Fee from the operation of the Scheme; and (iii) there is a clear delineation of the pre-Scheme and post-Scheme fee mechanics, thereby treating existing and incoming Shareholders fairly.

Discount Control

The Company intends to continue to implement its existing discount control policy following the implementation of the Proposals, pursuant to which the Board aims to achieve a discount no wider than 5 per cent. of NAV (calculated on a cum-income basis) in normal market conditions. It is ATR's intention to issue shares when trading at a premium.

Performance-related Tender Offer

Subject to completion of the Scheme, the Enlarged Company will put forward a performance-related tender offer (the "Performance-related Tender Offer") for up to 15 per cent. of its issued Share capital (excluding any Shares held in treasury) to Shareholders if, over the five-year period from 31 December 2025 to 31 December 2030, the Company's NAV total return does not exceed the total return of its Reference Index.

Dividends

It is not expected that the Company will declare, announce or pay a dividend prior to completion of the Scheme.

Whether or not the Proposals are implemented, the Company will maintain its current policy of paying an annual final dividend equal to substantially all of its revenue.

Board of Directors

Upon the Scheme becoming effective, June Ang and Edward Troughton, who are currently directors of PAC, will each join the Board as a non-executive director. The board of the Enlarged Company will therefore comprise six directors immediately following implementation of the Scheme, being all four of the Company's current Directors and two new directors from the PAC Board.

It is expected that over the medium-term, the number of directors on the board of the Enlarged Company will reduce to four.

Cancellation of Share Premium Account

The issue of New ATR Shares under the Scheme will, under accounting rules, create a new share premium account for the Company which, if left, is typically undistributable for the purposes of paying dividends and buying back shares. The Board is therefore, as part of the Proposals, seeking Shareholder approval to cancel that share premium account.

Accordingly, Resolution 2 to be proposed at the General Meeting seeks approval to cancel the amount which would be standing to the credit of the Company's share premium account following the issuance of the New ATR Shares pursuant to the implementation of the Scheme. Subject to the approval of the Court, the amount cancelled would be credited to a special distributable reserve in the accounts of the Company which would be available to the Company for the purposes of making distributions and/or funding share buybacks by the Company.

General Meeting

The formal notice convening the General Meeting, to be held at 1 London Wall Place, London EC2Y 5AU, at 11.00 a.m on 8 September 2026, is set out at the end of the Circular. The Notice of General Meeting includes the full text of the Resolutions.

Recommendation

The Board, which has been advised by Marex, 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, Marex has taken into account the Board's commercial assessment of the Proposals.

Accordingly, the Board unanimously recommends to Shareholders that they vote in favour of the Resolutions, as they intend to do in respect of their own beneficial holdings, which total 124,368 Shares (representing 0.13 per cent. of the Company's total voting rights).

Expected Timetable

	2026
General Meeting
Latest time and date for receipt of Forms of Proxy and CREST voting instructions for the General Meeting	11.00 a.m. on 4 September
General Meeting	11.00 a.m. on 8 September
Announcement of results of the General Meeting	8 September
Scheme
First PAC General Meeting	11.00 a.m. on 9 September
Record Date	6.00 p.m. on 16 September
Calculation Date	close of business on 17 September
Second PAC General Meeting	10.00 a.m. on 24 September
Effective Date	24 September
Announcement of the PAC Rollover FAV per Share, the PAC Cash FAV per Share and the ATR FAV per Share	24 September
Admission and dealings in New ATR Shares commences	8.00 a.m. on 25 September
CREST accounts credited in respect of New ATR Shares held in uncertificated form	as soon as practicable on 25 September
Certificates despatched by post in respect of New ATR Shares held in certificated form	not later than 10 Business Days from the Effective Date

The above times and/or dates (other than in relation to the general meetings) may be subject to change and in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

All references to times are to London time.

Enquiries:

Schroder Investment Management Limited

Katherine Fyfe (Company Secretary)                                                                                      0207 658 3136

Charlotte Banks (Press)                                                                                                             0207 658 9063

John Spedding (Head of Investment Trusts)                                                                          0207 658 3206

Winterflood, trading as a division of Marex Financial

Neil Morgan / Rose Ramsden (Corporate Finance)                                                             [phone]

Darren Willis / Innes Urquhart (Corporate Sales)

IMPORTANT INFORMATION

The person responsible for arranging for the release of this announcement on behalf of Schroder Asian Total Return Investment Company plc is Katherine Fyfe, Company Secretary.

This announcement does not constitute an offer or solicitation to acquire or sell any securities in the Company. This announcement is not for distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, the Republic of South Africa, any member state of the European Economic Area ("EEA") or any other jurisdiction in which its distribution may be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities for sale in 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 (the "US Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the US Securities Act), except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States or in any other jurisdiction.

The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"), and investors will not be entitled to the benefits of that act. No offer, purchase, sale or transfer of the securities referred to herein may be made except under circumstances which will not result in the Company being required to register as an investment company under the US Investment Company Act.

The Scheme will be subject to certain conditions, which if not satisfied or waived, will mean that the Scheme will not proceed.

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 value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Any shareholder action required in connection with the potential transaction will only be set out in documents sent to or made available to ATR and PAC shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

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 ATR or PAC'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, ATR or PAC'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. Except to the extent otherwise required by applicable law, neither ATR or PAC are under any obligation to update any of the forward-looking statements contained in this announcement or any other forward-looking statements they may respectively make.

Nothing contained in this announcement constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to individual circumstances; or (iii) a personal recommendation.

Marex Financial ("Marex") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for ATR and for no one else in connection with the Proposals, will not regard any other person as its client in relation to the Proposals and will not be responsible to anyone other than ATR for providing the protections afforded to its clients or for providing advice in relation to the Proposals, or any of the other matters referred to in this announcement. This does not exclude any responsibilities or liabilities of Marex under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

Neither ATR, Marex, nor 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 this 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 this announcement or its contents or otherwise arising in connection therewith. Each of ATR and Marex, and each of their respective affiliates, accordingly disclaims 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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[1] Assuming the Cash Option is subscribed in full.

 

END