Publication of Circular/Notice of General Meeting
Summary by AI BETAClose X
abrdn European Logistics Income plc
LEI: 213800I9IYIKKNRT3G50
28 January 2026
Publication of Circular and Notice of Requisitioned General Meeting
The Board of abrdn European Logistics Income plc (the "Company" or "ASLI") announces that it has today published a circular (the "Circular") in connection with the request to requisition a general meeting of the Company (the "Requisition") from Vidacos Nominees Limited, as nominee on behalf of DL Invest Group ISR SARL ("DL Invest").
The Circular contains a notice convening a general meeting of the Company which will be held at 18 Bishops Square, London E1 6EG on 20 February 2026 at 10.00 a.m. (the "Requisitioned General Meeting"). The Circular will shortly be made available on the Company's website at www.eurologisticsincome.co.uk.
The Circular includes the background to, and reasons for, the Requisitioned General Meeting and why the Board unanimously recommends that Shareholders vote AGAINST each of the resolutions that will be proposed at the Requisitioned General Meeting.
The Requisition and the DL Invest proposals
As announced on 12 January 2026, the Requisition received from DL Invest, who became a Shareholder in the Company in October 2025 when the disposal programme was already significantly advanced, requests that the Directors convene the Requisitioned General Meeting for the purpose of allowing Shareholders to consider the requisitioned business (the "Requisitioned Business") which was stated in the Requisition to be:
(a) "the replacement of the Company's investment policy dated 23 July 2024 (the "Existing Investment Policy") with a replacement investment policy on terms substantially similar to the investment policy of the Company which was in effect prior to the adoption of the Existing Investment Policy, subject to approval of the Financial Conduct Authority where required, and the Company's ongoing disposal strategy to implement the current Investment Policy shall be terminated" and
(b) "that the Company shall seek to negotiate the replacement of the Company's existing investment manager with DL Invest Group, including negotiating the terms of a new investment management agreement with DL Invest Group and the termination of the Company's existing investment management agreement".
This Requisitioned Business, when presented as Shareholder resolutions which can be voted on by Shareholders, represents instructions to the Board to take certain management actions.
Article 108 of the Company's Articles (Powers of the Board) provides that:
"Subject to the provisions of the Companies Act, these Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company, whether relating to the management of the business or not."
Consequently, in order to have any binding effect on the Board, resolutions to implement the Requisitioned Business must be proposed as special resolutions which will require at least 75 per cent. of the votes cast in person or by proxy to be voted in favour of them.
The resolutions to be proposed, therefore, at the Requisitioned General Meeting will be:
1. THAT, the Directors be instructed to: (i) subject to the approval of the Financial Conduct Authority, where required, replace the Company's investment objective and investment policy dated 23 July 2024 (the "Existing Investment Objective and Investment Policy") with a replacement investment objective and investment policy on terms substantially similar to the investment objective and investment policy of the Company which was in effect prior to the adoption of the Existing Investment Objective and Investment Policy, and (ii) terminate the Company's ongoing disposal strategy to implement the Existing Investment Objective and Investment Policy.
2. THAT, the Directors be instructed to: (i) seek to negotiate the replacement of the Company's existing investment manager with DL Invest Group S.A., including negotiating the terms of a new investment management agreement with DL Invest Group S.A., and (ii) serve notice of termination on the Company's existing alternative investment fund manager, abrdn Fund Managers Limited.
(the "Resolutions").
The first proposed resolution seeks to replace the Company's current investment objective and investment policy, adopted in July 2024, to implement the managed wind-down, with a new investment objective and investment policy on terms substantially similar to the investment objective and investment policy in effect prior to the adoption of the managed wind-down. If approved, this resolution would terminate the Company's existing disposal strategy and require the Company to cease implementation of the Shareholder-approved wind-down. Any such change would also be subject to FCA approval of the amended investment policy, which introduces potential uncertainty as to timing and outcome.
The second proposed resolution seeks to compel the Company to negotiate the replacement of its existing investment manager with DL Invest Group S.A., including negotiating the terms of a new investment management agreement and the termination of the current investment management agreement. This resolution is not self-executing so, even if passed, would not result in the immediate appointment of DL Invest Group S.A. as investment manager. Any change to the Company's management arrangements would require further detailed negotiations and approvals, again with no certainty as to either timing or outcome.
Taken together, the Resolutions would require the Company to abandon the managed wind-down at a point when it is near to its conclusion, and to enter a period of strategic and operational uncertainty. This would involve additional cost and Board time and would delay any further return of capital to Shareholders, while the Company explored outcomes that are, at present, materially undefined and contingent on further steps.
The Board believes it is important that Shareholders understand that approving the Resolutions would not, of itself, deliver a definitive alternative strategy, certainty of capital return or clarity on future management arrangements.
Why the Board Unanimously Recommends Voting AGAINST each of the Resolutions
The Board has given careful consideration to the Requisition and the Resolutions being put forward. Having done so, the Board unanimously recommends that Shareholders vote AGAINST both Resolutions for the following reasons.
The Managed Wind-Down Is Well Advanced and Near Conclusion
The managed wind-down approved by Shareholders in July 2024 is now well advanced and approaching completion. Since the adoption of the managed wind-down investment policy, the Company has completed the sale of 23 of the original 27 assets in its portfolio, generating aggregate gross sales proceeds of over €420 million before repayment of associated debt. Significant capital has already been returned to Shareholders via the B share scheme.
The remaining assets in the portfolio are all either under offer or subject to advanced due diligence, with sales processes well progressed. Based on the current status of these transactions, the Board expects the remaining disposals to complete over the coming months.
The Board believes that completing the remaining asset sales and returning the balance of capital to Shareholders in the near term provides the most clarity and certainty on value. Shareholders will then be able to determine how best to deploy those proceeds in line with their individual investment objectives, rather than the Company retaining this capital and entering a period of uncertainty and delay by revisiting its strategy at a late stage in the process.
The Resolutions Would Introduce Uncertainty and Delay at a Late Stage
Approval of the Resolutions would require the Company to pause or abandon the existing disposal strategy and enter a period of further review, negotiation and FCA engagement. This would delay any further return of capital to Shareholders and introduce uncertainty as to both timing and outcomes.
Importantly, the Resolutions do not of themselves deliver a definitive alternative strategy, funding structure or management arrangement. Even if passed, they would simply initiate a process with no certainty as to whether or on what basis it could be completed, how long it would take, or what the ultimate outcome for Shareholders would be.
Additional Cost and Distraction Would Reduce Value for Shareholders
Complying with the Requisition and considering the proposed Resolutions necessarily involves additional legal, advisory and administrative costs, as well as management and Board time. Approval of the Resolutions would result in further costs being incurred as the Company explored alternative strategies and management arrangements.
These costs would ultimately be borne by Shareholders and would reduce the net proceeds available for return. The Board believes that incurring further cost and distraction at this stage is not justified, particularly when weighed against the certainty of completing the wind-down and returning capital to Shareholders.
The Board's Unanimous Recommendation Is Based on the Best Interests of Shareholders as a Whole
In recent weeks, the Board has engaged with Shareholders through the Company's adviser, Investec Bank plc. That engagement has reinforced the Board's view that there is no meaningful support among the wider Shareholder base for the proposals being put forward by DL Invest or for revisiting the mandate overwhelmingly approved by Shareholders in July 2024 at this late stage.
The Board recognises that individual Shareholders may hold differing views or preferences, including a desire to pursue alternative strategies. However, taking into account the feedback received, the substantial progress already made in implementing the managed wind-down, and the clear line of sight to completion, the Board believes that completing the strategy approved by Shareholders remains the most appropriate course for the Company and in the best interests of Shareholders as a whole.
Expected Timetable for Requisitioned General Meeting
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Latest time and date for receipt of Forms of Proxy and electronic proxy appointments for the Requisitioned General Meeting |
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10.00 a.m., 18 February 2026 |
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Requisitioned General Meeting |
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10.00 a.m., 20 February 2026 |
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Announcement of results of the Requisitioned General Meeting |
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20 February 2026 |
Tony Roper, Chairman of abrdn European Logistics Income plc, said: "The Company has made substantial progress in executing the managed wind-down since Shareholders provided their overwhelming support for it in July 2024. To date, 23 of the original 27 assets have been sold and over £160 million of capital has been returned to Shareholders. The remaining assets are all under offer or exchanged, with completions expected in the coming months.
With the managed wind-down now at a very advanced stage, the Board unanimously believes that completing it remains the best course of action for Shareholders as a whole and recommends that Shareholders vote against both Resolutions."
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