ALAI.L Regulatory News (ALAI)

abrdn Latin American Income Fund Limited

Legal Entity Identifier (LEI): 549300DN623WEGE2MY04

RECOMMENDED PROPOSALS FOR THE SUMMARY WINDING-UP OF THE COMPANY

1. Introduction

Further to the announcement made on 15 March 2023, the Board is putting forward proposals for the Summary Winding-up of the Company under the Companies (Jersey) Law 1991. A circular to Shareholders (the "Circular") will be posted today that provides details of the Proposals, which are subject to Shareholder approval, and sets out the Board's recommendation in favour of the Resolutions to be proposed at the General Meeting of the Company to be held on the 12 day of June 2023 at 9:30 am. A notice of the General Meeting is set out in the Circular.

The Circular will shortly be available on the Company's website at www.latamincome.co.uk.

2. Background to the Proposals

It was stated in the Chairman's Statement in the 2022 Annual Report that the preceding financial year had been volatile for investors in a period during which the Company's equity investments underperformed, predominantly due to a shift in market focus from growth to value stocks. The political and economic challenges facing the Latin American economies have also adversely impacted the performance of the Company. Furthermore, wider global events, including extreme weather and the war in Ukraine, have resulted in higher commodity prices and put pressure on the global supply chain. While some businesses have seen a positive impact from higher energy prices, higher food and fuel prices added to the inflationary environment that led central banks to start raising policy rates.

While the Board believes that the Company's strategy remains attractive in the longer term, it is aware that the Company's small size makes it difficult to attract significant demand for its shares and that the discount at which the shares trade to net asset value is likely to persist.

As announced on 15 March 2023, the Board has considered the views of its largest Shareholder and its professional advisers and, taking into account the composition of the share register as a whole, believes that the summary winding-up of the Company with the net cash proceeds of the liquidation being returned to Shareholders is in the best interests of Shareholders generally.

In considering the options available, the Board was mindful of the costs that would be incurred in proposing a reconstruction of the Company that allowed Shareholders to elect to receive shares or interests in another investment vehicle without being deemed to make a disposal for the purposes of UK capital gains tax. The Board concluded that such costs were disproportionate relative to the size of the Company and the expected small constituency of Shareholders for whom such an option would be attractive.

3. Summary Winding-up

The Proposals involve the Company being placed, with the approval of Shareholders, into Summary Winding-up. If the Resolution is passed at the EGM and the Joint Liquidators are appointed, the Joint Liquidators will wind up the Company in accordance with the Companies (Jersey) Law 1991. It is currently expected that the Portfolio will be realised for cash ahead of the EGM. In this case, the Joint Liquidators would expect to distribute the cash proceeds of the liquidation of the Portfolio, less the costs of the Summary Winding-up and the amount attributable to the Liquidation Fund described below to those Shareholders appearing on the Register as at the Record Date as soon as reasonably practicable (the Initial Distribution).

The Board estimates that the costs and expenses of the Proposals will amount to approximately £320,000, which include the fees of the Joint Liquidators and those of the Company's advisers in connection with the Winding-up. These costs and expenses will be provided for in the daily net asset value publication starting in respect of close of business at today's date. The Joint Liquidators will establish the Liquidation Fund in cash to pay the Company's known and contingent liabilities (including any relevant value added tax or goods and services tax), the costs of liquidation not already paid at the point of liquidation and an additional retention of £100,000 for unknown contingencies.

Once the Joint Liquidators have made the Initial Distribution, satised claims of creditors of the Company and paid the costs and expenses of the Summary Winding-up, it is expected that the Joint Liquidators will make a nal distribution to Shareholders according to their respective rights and interests in the Company. This nal distribution, if any, will not be made until the Joint Liquidators have completed their statutory duties to seek out, adjudicate and pay creditors' claims and the Jersey Comptroller of Revenue has conrmed it has no objection to the closure of the liquidation. The precise timing of this nal distribution (if any) is uncertain and is likely to be of a nominal amount per Ordinary Share, but it is expected to be paid within 12 months of the commencement of the Summary Winding-up.

4. Suspension and cancellation of the Company's listing and trading

The Register will be closed at 6:00 pm (BST) on 9 June 2023 and the Ordinary Shares will be disabled in CREST at the start of business on 12 June 2023. Application will be made to the FCA for suspension of the listing of the Ordinary Shares on the Ofcial List and application will be made to the London Stock Exchange for suspension of trading in the Ordinary Shares at 7:30 am (BST) on 12 June 2023. The last day for dealings in the Ordinary Shares on the London Stock Exchange on a normal rolling two day settlement basis will be 8 June 2023.

After close of business on 8 June 2023, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrars by close of business on 9 June 2023. Transfers received after that time will be returned to the person lodging them and, if the Winding-up Resolution is passed, the original holder will receive any proceeds from distributions made by the Joint Liquidators.

The Company will also make an application for the cancellation of the admission of the Ordinary Shares to listing on the Ofcial List and to trading on the Main Market, subject to the Resolutions being passed, with cancellation expected to take effect at 8:00 am (BST) on 14 June 2023.

5. The ResolutionS

The Summary Winding-up is subject to Shareholder approval at the EGM and will not be implemented if the Resolutions are not passed.

At the EGM, Shareholders will be asked to approve the following matters pursuant to the Resolutions:

1. that the Company be summarily wound up in accordance with the provisions of Article 146 of the Companies (Jersey) Law 1991;

2. that, if Resolution 1 carries, Linda Maree Johnson and Louis Leonard Gerber of KPMG Advisory Limited, 37 Esplanade, St Helier, Jersey, JE4 8WQ having consented to act, be and are appointed as joint liquidators of the Company for the purposes of the summary winding-up of the Company, with the power to act jointly and severally for the purposes of the summary winding-up, including distributing the Company's assets and any power conferred on them by law or by the Resolution;

3. that, if Resolution 2 carries, the remuneration of the Joint Liquidators be determined by reference to the time properly given by them and their staff in attending to matters prior to and during the winding-up of the Company and they be and are authorised to draw such remuneration monthly or at such longer intervals as they may determine and to pay any expenses properly incurred by them; and

4. that, the Company be released from the obligation to prepare or deliver any accounts or financial statements (whether audited or unaudited) or reports to the members, save pursuant to any mandatory requirement imposed by any law, regulation or listing rules, starting on the first day of the current financial period and ending on the date the Summary Winding-up is completed.

6. The General Meeting

A Notice convening the General Meeting to be held at Sir Walter Raleigh House, 48-50 Esplanade, St Helier, Jersey, JE2 3QB on the 12 day of June 2023 at 9:30 am (BST), is set out in the Circular. The Notice includes the full text of the Resolutions.

The quorum for the EGM will be two Shareholders present in person, by proxy or by corporate representative and arrangements will be made by the Company to ensure that the minimum of two Shareholders required to form a quorum will attend the EGM in order that it may proceed and the business be concluded. It is not required that the Directors or representatives of the Manager (save to the extent that such persons are required to form a quorum) will be present in person.

There are special arrangements for holders of ordinary shares through the abrdn Share Plan and Investment Trust ISA. These are explained in the 'Letter of Direction' which such holders will have received with the Circular.

7. Expected timetable - 2023

* Actual date to be determined by the Joint Liquidators

All references to time are to the time in Jersey.

The dates and times set out in the expected timetable above may be adjusted by the Company, in which event details of the new dates and/or times will be notied to the FCA and the London Stock Exchange, and an announcement will be made through a Regulatory Information Service.

Capitalised words in this announcement bear the meanings given to them in the Circular, unless the context otherwise required.

A copy of the Circular has been submitted to the U.K. National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

abrdn Capital International Limited

Secretary

Enquiries

Howard Myles, Chairman, via Singer Capital Markets

Robert Peel, Singer Capital Markets, +44 20 7496 3000