29 Jul 2022 10:43
To: RNS
From: The Scottish Investment Trust PLC
LEI: 549300ZL6XSHQ48U8H53
Date: 29 July 2022
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
The Scottish Investment Trust PLC
("SIT" or the "Company")
Results of Bondholder Meeting
in respect of its outstanding £150,000,000 5 ¾ per cent. secured bonds due 2030 (of which £82,827,000 remains outstanding) (ISIN: GB0002616471 / XS0109354075)
(the "Bonds")
The Company is pleased to announce that its Bondholders have today given their consent to the substitution of JPMorgan Global Growth & Income plc ("JGGI") in place of the Company as the issuer and sole debtor of the Bonds (the "Substitution") in connection with the proposed combination of the assets of the Company with JGGI by means of a scheme of reconstruction and voluntary winding up of the Company pursuant to section 110 of the Insolvency Act 1986, as amended (the "Transaction").
Background
On 30 June 2022 the Company announced a consent solicitation (the "Consent Solicitation") and convened a meeting of the Bondholders (the "Meeting") to consider and, if thought fit, approve the Substitution and related amendments to the terms of the Bonds and the trust deed constituting the Bonds (the "Trust Deed" and together the "Proposals") by way of an extraordinary resolution (the "Extraordinary Resolution").
The Consent Solicitation was made on the terms, and subject to the conditions, set out in the consent solicitation memorandum (the "Consent Solicitation Memorandum") and the notice of meeting both dated 30 June 2022 and, in particular, the terms of the Substitution Documents. Capitalised terms used but not defined in this announcement have the same meaning given to them in the Consent Solicitation Memorandum.
The Meeting was attended by proxies or persons holding voting certificates representing, in aggregate, approximately 99.76 per cent. in principal amount of the Bonds presently outstanding and the Meeting was therefore quorate in accordance with the terms of the Trust Deed.
Bondholders representing approximately 89.45 per cent. of the outstanding Bonds voted in favour of the Extraordinary Resolution at the Meeting and the Company hereby gives notice that the Extraordinary Resolution was duly passed by the required majority.
Implementation of the Substitution and the Transaction
As set out in the Consent Solicitation Memorandum, it is intended that the Substitution (including the Substitution Documents) will take effect on the same date as the Transaction. Having received Bondholder consent to the Substitution, the Board of the Company believes that it is now appropriate to move forward with the remainder of the Transaction and the Company will therefore, in conjunction with JGGI, provide further information and documentation to shareholders shortly.
Subject, inter alia, to the approval of the Transaction by the shareholders of both SIT and JGGI, it is expected that the Substitution and the Transaction will take effect on or around 31 August 2022.
Payment of Revised Instruction Fee
As announced on 26 July 2022, the Board (i) extended the Instruction Fee Deadline under the Consent Solicitation Memorandum to 4.00 p.m. on 26 July 2022 and (ii) increased the Instruction Fee under the Consent Solicitation Memorandum to 0.20 per cent. of the outstanding principal amount of the Bonds held by the relevant Bondholder and which were the subject of the relevant Electronic Voting Instruction or Ineligible Bondholder Instruction (the "Revised Instruction Fee").
It is intended that payment of the Revised Instruction Fee to those Bondholders who are eligible, in accordance with the conditions set out in the Consent Solicitation Memorandum, will be made by SIT on or around 4 August 2022.
Further Information
Any persons with questions regarding the terms of the Proposals or the Consent Solicitation should contact Centrus Financial Advisors Limited ("Centrus") at the addresses or telephone number specified below:
Centrus Financial Advisors Limited
85 Queen Victoria Street
London EC4V 4AB
Telephone: +44 (0)20 3846 5676
Attention: Robert St John
Email: robert.stjohn@centrusadvisors.com
Centrus is not acting through a U.S. broker-dealer affiliate and, accordingly, will not discuss the Consent Solicitation or the contents of the Consent Solicitation Memorandum or the Notice of Meeting with any Bondholder who is unable to confirm that it is not located or resident in the United States.
Important Information
Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and persons who receive this announcement who are not relevant persons should not rely or act upon it.
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or forms part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Company or any other entity. None of the Company, the Trustee, the Tabulation Agent or Centrus Financial Advisers Limited will incur any liability for the failure of any person or persons to comply with the provisions of any such restrictions.
If Bondholders are in any doubt about the action they should take or the contents of this announcement, the Consent Solicitation Memorandum or the Substitution Documents they are recommended to seek their own independent financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) if they are in the United Kingdom, or from another appropriately authorised independent financial adviser if they are in a territory outside the United Kingdom.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.
The Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities law of any state or jurisdiction of the United States and may not be reoffered or resold except pursuant to an applicable exemption from the registration requirements of the Securities Act. Neither the SEC nor any U.S. state securities commission has approved or disapproved of any Bonds, or determined if the Consent Solicitation Memorandum is accurate or complete. Any representation to the contrary is a criminal offence.