Abrdn Euro Log Regulatory News (ASLI)

Aberdeen Standard European Logistics Income PLC (LSE: ASLI) (the "Company")

LEI: 213800I9IYIKKNRT3G50

5 July 2019

Publication of Circular and Prospectus

Placing, Open Offer and Offer for Subscription

and

Share Issuance Programme

Introduction

Further to its announcement of 18 June 2019, the board of directors (the "Board") of Aberdeen Standard European Logistics Income PLC (the "Company") announces the publication of a circular (the "Circular") convening a general meeting of the Company at which approval will be sought from shareholders for (a) an equity fundraising by way of a placing, open offer and offer for subscription of 100 million Ordinary Shares at a price of 98.75p per Ordinary Share (together, the "Issue") and (b) the implementation of a 12-month share issuance programme (the "Share Issuance Programme" and, together with the Issue, the "Proposals").

A copy of the circular can be found on the Company's website (www.eurologisticsincome.co.uk).

A prospectus relating to the Proposals (the "Prospectus") is expected to be published later today, and will also be available shortly on the website.

Expected Timetable

Dealing Codes

The dealing codes for the Ordinary Shares are as follows:

The Issue

The Company has fully deployed the funds raised at launch in 2017, together with associated gearing. As at today's date, the portfolio consists of ten warehouses, comprising of nine operational warehouses, all fully income producing, and one forward funded development project which is due to complete in July 2019. In addition, the Company has exchanged contracts to acquire an additional operating warehouse in The Netherlands, completion of which acquisition is scheduled for early July 2019. Upon completion of the above, the portfolio will be diversified across five different countries and 28 tenants.

In order to be able to take advantage of further investment opportunities, the Company is targeting an issue of up to 100 million ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") through the Issue. The Issue will comprise a placing, an open offer and an offer for subscription, of, in aggregate, 100 million new Ordinary Shares, with the ability to increase the size of the Issue up to 150 million new Ordinary Shares to satisfy available demand.

Under the terms of the Issue, Ordinary Shares will be offered at a price of 98.75p per Ordinary Share (the "Issue Price"). The Issue Price represents a premium of 3.86 per cent. to the net asset value per Ordinary Share of the Company of €1.06 as at 31 March 2019 (in Sterling terms calculated by reference to the EUR/GBP exchange rate of 0.897 on 4 July 2019) and a discount of 1.74 per cent. to the closing price of 100.5p per Ordinary Share on 4 July 2019.

The Company expects to use the proceeds of the Issue to acquire further investments in line with its stated investment strategy.

(a) The Open Offer

Under the Open Offer, Ordinary Shares will be made available to Qualifying Shareholders at the Issue Price pro rata to their holdings of Existing Ordinary Shares, on the terms and subject to the conditions of the open offer on the basis of:

2 Ordinary Shares for every 5 existing Ordinary Shares

held and registered in their name on 3 July 2019 (the "Basic Entitlement").

The balance of the Ordinary Shares to be made available under the Issue, together with any Ordinary Shares not taken up pursuant to the Open Offer, will be made available, at the absolute discretion of the Directors, under the Excess Application Facility (as described below) and/or the Placing and/or the Offer for Subscription.

Fractional entitlements under the Open Offer will be rounded down to the nearest whole number of new Ordinary Shares and will be disregarded in calculating Basic Entitlements. All fractional entitlements will be aggregated and allocated at the absolute discretion of the Directors (after consultation with the Company's broker, Investec) to the Placing, the Offer for Subscription and/or the Excess Application Facility.

Subject to availability, Qualifying Shareholders who take up all of their Basic Entitlements may also apply under the Excess Application Facility for additional new Ordinary Shares in excess of their Basic Entitlement. The Excess Application Facility will comprise such number of new Ordinary Shares, if any, which in their absolute discretion (in consultation with Investec) the Directors determine to make available under the Excess Application Facility, which may include any new Ordinary Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlements, fractional entitlements under the Open Offer which have been aggregated and any new Ordinary Shares which would otherwise have been available under the Placing or the Offer for Subscription but which the Directors determine to allocate to the Excess Application Facility (including any additional new Ordinary Shares which may be made available under the Issue if the Directors exercise their discretion to increase the size of the Issue). No assurance can be given that any new Ordinary Shares will be allocated to, and made available under, the Excess Application Facility.

There is no limit on the amount of new Ordinary Shares that can be applied for by Qualifying Shareholders under the Excess Application Facility, save that the maximum amount of new Ordinary Shares to be allotted under the Excess Application Facility shall be limited by the maximum size of the Issue (as may be determined by the Directors and announced by way of a Regulatory Information Service in the event that the Directors exercise their right to increase the size of the Issue) less new Ordinary Shares issued under the Open Offer pursuant to Qualifying Shareholders' Basic Entitlements that are taken up and any new Ordinary Shares that the Directors determine to issue under the Placing and/or the Offer for Subscription. However, there is no assurance that any new Ordinary Shares will be allocated to the Excess Application Facility and applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine in their absolute discretion. Accordingly, no assurance can be given that the applications by Qualifying Shareholders under the Excess Application Facility will be met in full, or in part or at all.

(b) The Placing

Applications for Ordinary Shares under the Placing at the Issue Price of 98.75p per Ordinary Share must be submitted by no later than 11.00 a.m. on 26 July 2019.

Applications must be for a minimum subscription amount of £1,000 (or such lesser amount as may be accepted by the Directors). There is no maximum subscription.

The terms and conditions which apply to any subscriber for Ordinary Shares pursuant to the Placing are set out in the Prospectus.

(c) The Offer for Subscription

The Company has agreed to make an offer of Ordinary Shares pursuant to the Offer for Subscription in the UK at the Issue Price, subject to the terms and conditions of application as set out in the Prospectus.

Application Forms accompanied by a cheque or banker's draft in Sterling made payable to "Equiniti Limited RE: Aberdeen Standard European Logistics Income PLC - Offer for Subscription A/C" and crossed "A/C Payee Only" for the appropriate sum should be returned to the Receiving Agent by no later than 11.00 a.m. on 25 July 2019. If the Offer for Subscription is extended, the revised timetable will be notified to any investors who have returned Application Forms.

For applicants sending subscription monies by electronic bank transfer (CHAPS), payment must be made for value by 11.00 a.m. on 25 July 2019. Please contact Equiniti Limited by email at offer@equiniti.com and Equiniti Limited will then provide applicants with a unique reference number which must be used when sending payment.

Applicants choosing to settle via CREST, that is DVP, will need to match their instructions to Equiniti's participant account 2RA30 by no later than 11.00 a.m. on 25 July 2019, allowing for the delivery and acceptance of Ordinary Shares to be made against payment of the Issue Price per Ordinary Shares, following the CREST matching criteria set out in the Application Form.

Applications under the Offer for Subscription must be for a minimum of 1,000 Ordinary Shares.

Commitments under the Offer for Subscription, once made, may not be withdrawn without the consent of the Board. The Directors reserve the right to refuse applications for any reason.

(d) Intermediaries

In connection with the Offer for Subscription, Investec will appoint certain intermediaries to market the Ordinary Shares to potential retail investors in the United Kingdom. The Intermediaries who have been appointed by Investec will be listed on the Company's website.

Each intermediary will on appointment agree to the Intermediaries Terms and Conditions, which regulate, inter alia, the conduct of the intermediaries in relation to the offering of Ordinary Shares on market standard terms and provide for the payment of commission to any such intermediaries that elect to receive commission from Investec.

Each intermediary will submit a single application form pursuant to the Offer for Subscription in its own name, as nominee, for the aggregate number of Ordinary Shares procured by it via subscriptions from underlying retail investors.

Each applicant who applies for Ordinary Shares via an intermediary must comply with the appropriate money laundering checks required by the relevant intermediary. Where an application is not accepted or there are insufficient Ordinary Shares available to satisfy an application in full (due to scaling back of subscriptions or otherwise), the relevant intermediary will be obliged to refund the applicant as required and all such refunds shall be made without interest. The Company and Investec accept no responsibility with respect to the obligation of the intermediaries to refund monies in such circumstances.

Pursuant to the Intermediaries Terms and Conditions, the intermediaries will undertake to make payment on their own behalf for the consideration for any Ordinary Shares subscribed pursuant to the Offer for Subscription by means of the CREST system against delivery of the Ordinary Shares.

(e) Scaling Back and Allocation

The Open Offer is being made on a pre-emptive basis to Qualifying Shareholders and is not subject to scaling back in favour of the Placing, the Offer for Subscription and/or the Excess Application Facility. Any new Ordinary Shares that are available under the Open Offer and that are not taken up by Qualifying Shareholders pursuant to their Basic Entitlements may be reallocated to the Placing, the Offer for Subscription and/or the Excess Application Facility and made available thereunder.

The Directors have absolute discretion (after consultation with Investec) to determine the basis of allocation of new Ordinary Shares within and between the Placing, the Offer for Subscription and the Excess Application Facility and applications under the Placing, the Offer for Subscription and/or the Excess Application Facility may be scaled back accordingly.

There is no over-allotment facility.

The basis of allocation under the Issue is expected to be announced on 26 July 2019.

The Company will notify investors of the number of new Ordinary Shares in respect of which their application has been successful and the results of the Issue will be announced by the Company on or around 26 July 2019 via a Regulatory Information Service announcement.

Admission

Applications will be made to the FCA for the new Ordinary Shares issued pursuant to the Issue to be admitted to listing on the premium listing segment of the Official List. Applications will also be made to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the Main Market. Admission of the new Ordinary Shares issued pursuant to the Issue is expected to take place at 8.00 a.m. on 30 July 2019.

The Share Issuance Programme

The Company also intends to put in place a Share Issuance Programme with the flexibility to issue up to a further 200 million Ordinary Shares and/or C Shares of £0.10 each ("C Shares") (the Ordinary Shares and the C Shares together, the "Shares") in aggregate (the decision whether to issue Ordinary Shares and/or C Shares will be at the Board's discretion).

The Share Issuance Programme will be flexible and may have a number of closing dates in order to provide the Company with the ability to issue Shares on appropriate occasions over a period of time. The Share Issuance Programme is intended to satisfy market demand for the Shares and to raise further money for investment in accordance with the Company's investment policy. The Share Issuance Programme is designed to give the Board the flexibility to include pre-emptive elements in any future issue.

The General Meeting

In order to seek the shareholder approvals required to implement the Proposals, the Board is convening a general meeting of the Company (the "General Meeting") to be held at 10.30 a.m. on 24 July 2019 at Bow Bells House, 1 Bread Street, London EC4M 9HH.

At the General Meeting, the following resolutions will be proposed:

(1) to authorise the allotment of up to, in aggregate, 150 million Ordinary Shares pursuant to the Issue, such authority to expire at the conclusion of the Company's next annual general meeting;

(2) to authorise the allotment of up to, in aggregate, 200 million Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme, such authority to expire on 30 July 2020;

(3) to disapply statutory pre-emption rights otherwise applicable to the allotment of Ordinary

Shares issued pursuant to the Issue with the effect that such Ordinary Shares do not first have to be offered to shareholders in proportion to their shareholdings;

(4) to disapply statutory pre-emption rights otherwise applicable to the allotment of Ordinary Shares or C Shares issued pursuant to the Share Issuance Programme with the effect that such Shares do not first have to be offered to shareholders in proportion to their shareholdings; and

(5) to approve the method of calculating the issue price in relation to the Issue and any subsequent issue as set out in the Circular.

In order to be passed, the resolutions to be proposed at the General Meeting will require, in the case of Resolutions 1, 2 and 5, which are to be proposed as ordinary resolutions, the approval of shareholders representing more than 50 per cent. of the votes cast at the General Meeting. In the case of Resolutions 3 and 4, both of which are to be proposed as special resolutions, the approval of shareholders representing at least 75 per cent. of the votes cast at the General Meeting is required to carry the resolution.

Recommendation

The Board considers that the Proposals are in the best interests of the shareholders taken as a whole and accordingly, the Board is unanimously recommending that shareholders vote in favour of the resolutions to be proposed at the General Meeting.

The Board intends to vote in favour of the resolutions in respect of their holdings of Ordinary Shares amounting to 95,000 Ordinary Shares in aggregate (representing approximately 0.05 per cent. of the issued ordinary share capital of the Company as at 4 July 2019).

Enquiries

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and for no one else in relation to the Proposals and any other arrangements referred to in this announcement, the Circular and/or the Prospectus. Investec will not regard any other person (whether or not a recipient of this announcement, the Circular and/or the Prospectus) as its client in relation to the Proposals and the other arrangements referred to in this this announcement, the Circular and/or the Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Proposals, the contents of this announcement, the Circular, the Prospectus and/or any transaction or arrangement referred to in this announcement, the Circular and/or the Prospectus.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Investec does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, the Circular or the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company or the Proposals. Investec (and its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this this announcement, the Circular or the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company or the Proposals.

This announcement contains forward-looking statements which are subject to assumptions, risks and uncertainties. Although the Company believes that the expectations reflected in these forward- looking statements are reasonable, there can be no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement is correct only as of the date of the particular statement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by applicable law or regulations.

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 for information purposes only, 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 tentative and are subject to revision and amendment.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa, New Zealand or Japan or to US persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document 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 an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus will, following publication, be available on the Company's website (www.eurologisticsincome.co.uk).

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementingmeasures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection who (either alone or in conjunction with an appropriate financial adviser) are capable of evaluating the merits and risks of such an investment and who have appropriate resources to be able to bear any losses that may result therefrom and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue and/or the Share Issuance Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels.

PRIIPs Regulation

In accordance with the PRIIPs Regulation, Aberdeen Standard Fund Managers Limited (the "AIFM") has prepared a key information document (the "KID") in respect of an investment in the Company. The KID is made available by the AIFM to 'retail investors' prior to them making an investment decision in respect of the Company at www.eurologisticsincome.co.uk. If you are distributing Shares, it is your responsibility to ensure the KID is provided to any clients that are 'retail clients'.

The AIFM is the only manufacturer of the Shares for the purposes of the PRIIPs Regulation and neither the Company nor Investec are manufacturers for these purposes. Neither the Company nor Investec makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the AIFM nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such KID to future distributors of Shares.

Each of the Company and Investec and their respective Affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the KID or any other key information documents prepared by the AIFM from time to time. Prospective investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by law and regulation. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Shares to any person in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, the new Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons (as defined in Regulation S under the Securities Act) absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws and in circumstances that will not require registration of the Company under the Investment Company Act. There will be no public offer of the new Shares in the United States.

The offer and sale of Shares has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, the Republic of South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.

This announcement has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey, and may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and company Directors etc. (Bailiwick of Guernsey) Law, 2000.

In Jersey, this announcement (and the financial services to which it relates) has not been approved by and will not be submitted for approval to the Jersey Financial Services Commission (JFSC) for the purposes of public offering or sale in the Island of Jersey.

The comparability of the information on the Company's performance to date to its future performance is by its nature limited for a variety of reasons. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company or the AIFM which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. Neither the past performance of the Company nor the AIFM is a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company or the AIFM. Prospective investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Issue and prospective investors should note that the value of Shares can decrease as well as increase.

This announcement does not constitute a recommendation concerning the Issue or the Share Issuance Programme. The price and value of securities and any income from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus. Information in this announcement or any of the documents relating to the Issue and the Share Issuance Programme cannot be relied upon as a guide to future performance. The Issue and the Share Issuance Programme timetable may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Issue and the Share Issuance Programme will occur and you should not base your financial decisions on the Company's intentions in relation to the Issue and the Share Issuance Programme or the information contained in this announcement. The contents of this announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.