REG - Shires Income PLC Shires Income - SHRB - Result of 2nd General Meeting & Scheme Entitlement

AberdeenAnnouncement

17/03/2026 13:30

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RNS Number : 0010X  Shires Income PLC  17 March 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, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, 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 any 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.

17 March 2026

 

Shires Income PLC

 

Legal Entity Identifier: 549300HVCIHNQNZAYA89

 

Result of Second General Meeting and Scheme Entitlements

 

In connection with the proposals for the scheme of reconstruction and members'
voluntary winding-up of Shires Income PLC (the "Company" or "SHRS") under
section 110 of the Insolvency Act 1986 (the "Scheme"), the Board is pleased
to announce the result of the Second General Meeting and the entitlements of
Ordinary Shareholders under the Scheme.

 

Result of the Second General Meeting

 

The Company announces that the special resolution to place the Company into
members' voluntary liquidation (the "Resolution") was voted on and approved by
Shareholders at the Second General Meeting held earlier today. Accordingly,
Gareth Rutt Morris and Jonathan Dunn, both of FRP Advisory LLP, have been
appointed as joint liquidators of the Company (the "Liquidators"). Details of
the number of votes cast for, against and withheld in respect of the
Resolution, which was held on a poll, are set out below and will also be
published on the Company's website:
https://www.aberdeeninvestments.com/en-gb/shrs
(https://www.aberdeeninvestments.com/en-gb/shrs) .

 

The results of the poll were as follows:

 

 Second General Meeting Special Resolution                                    Votes For (including Discretionary)  %       Votes Against  %      Votes Total

                                                                                                                                                              Votes Withheld(1)

 To place the Company into members' voluntary liquidation in accordance with  4,042,837                            96.11%  163,729        3.89%  4,206,566    117,064
 the Scheme and appoint the Liquidators

(1) A 'vote withheld' is not a vote in law and will not be counted in the
proportion of the votes for and against the resolution.

 

The full text of the Resolution can be found in the notice of Second General
Meeting contained in the Company's circular to Shareholders dated 11 February
2026 (the "Circular"). The Circular is available for viewing at the National
Storage Mechanism which can be located
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  and on the
Company's website at https://www.aberdeeninvestments.com/en-gb/shrs
(https://www.aberdeeninvestments.com/en-gb/shrs) .

 

Suspension and Cancellation of Reclassified Shares

 

The Company's Reclassified Shares were suspended from listing on the Official
List of the Financial Conduct Authority and from trading on the London
Stock Exchange at 7.30 a.m. this morning, 17 March 2026, in anticipation of
the Second General Meeting.

 

The Company, through its advisers, will notify the Financial Conduct
Authority and the London Stock Exchange of the Company's intention to
cancel the Company's admission of the Reclassified Shares to listing and
trading as soon as practicable after the Effective Date.

 

Scheme Entitlements

 

As at the Calculation Date, Ordinary Shareholders' entitlements calculated in
accordance with the terms of the Scheme were as follows:

·      SHRS Rollover FAV per Share: 302.714122 pence

·      SHRS Cash Pool FAV per Share: 295.132037 pence

·      AEI FAV per Share: 409.501653 pence

 

Therefore, Ordinary Shareholders will receive the following cash and/or number
of New AEI Shares:

For Ordinary Shareholders that are deemed to have elected to receive New AEI
Shares:

· each Reclassified Share with "A" rights attached to it will
receive 0.739225 New AEI Shares.

Fractional entitlements to New AEI Shares will not be issued under the Scheme
and entitlements will be rounded down to the nearest whole number. No cash
payment shall be made or returned in respect of any fractional entitlements
which will be retained for the benefit of the enlarged AEI.

For Ordinary Shareholders that have elected, or are deemed to have elected,
for the Cash Option:

· each Reclassified Share with "B" rights attached to it will
receive 295.132037 pence in cash.

Fractional entitlements to New AEI Shares will not be issued under the Scheme
and entitlements will be rounded down to the nearest whole number. No cash
payment shall be made or returned in respect of any fractional entitlements
which will be retained for the benefit of the enlarged AEI.

For Ordinary Shareholders that have elected, or are deemed to have elected,
for the Cash Option, for every Shires share held, they will receive
295.132037 pence in cash.

The Liquidators are expected to receive estimated dividends that were declared
but not received at the time of entering into the liquidation. These dividends
amount to c.£940,000 and will be distributed to Ordinary Shareholders on the
Register as at 6.00 p.m. on 9 March 2026 when received. They are expected to
represent approximately 2.40p per Ordinary Share. As noted in the Circular,
the Directors have set aside sufficient assets in the Liquidation Pool to
meet all estimated liabilities and contingencies, including the costs of the
winding up of the Company and the costs of implementing the Scheme. The
Directors have also provided in the Liquidation Pool for a Liquidators'
Retention of £100,000 which they, together with the Liquidators, consider
sufficient to meet any unknown or unascertained liabilities of the Company.

 

The Liquidation Pool shall be applied by the Company (acting by the
Liquidators) in discharging all current and future actual and contingent
liabilities of the Company including, but not limited to, the distribution to
the Preference Shareholders pursuant to their rights as set out in the
Articles. The remaining balance of the Liquidation Pool, if any, shall be
distributed in cash by the Liquidators pursuant to the Scheme, to all Ordinary
Shareholders (in each case being those Ordinary Shareholders on the Record
Date in proportion to the respective holdings of Ordinary Shares on the
Effective Date) provided that if any such amount payable to any Ordinary
Shareholder is less than £5.00, it shall not be paid to such Ordinary
Shareholder but instead shall be retained by the Liquidators and donated to
the Aberdeen Group Charitable Trust, being the charity nominated by the
Directors for the receipt of such payments.

 

In accordance with the Circular, Ordinary Shareholders who held their Ordinary
Shares in uncertificated form at the Record Date and who have elected (or are
deemed to have elected) for New AEI Shares will receive their New AEI Shares
in uncertificated form on 18 March 2026, although AEI reserves the right to
issue such securities in certificated form. Shareholders who held their
Ordinary Shares in certificated form at the Record Date and who have elected
(or are deemed to have elected) for New AEI Shares will receive their New AEI
Shares in certificated form. It is expected that share certificates in respect
of such New AEI Shares will be despatched to the Ordinary Shareholders
entitled thereto no later than 31 March 2026 from the date of this
announcement.

 

As previously announced, Preference Shareholders were not entitled to
participate in the Scheme, and will instead receive their entitlements in cash
in accordance with the provisions of the Company's Articles of Association
applicable to a winding-up of the Company (being the principal amount of the
Preference Shares outstanding plus accrued interest up to the date of the
winding-up).

 

Cheques and electronic payments in respect of: a) Ordinary Shareholders who
have elected, or are deemed to have elected, for the Cash Option; and b)
Preference Shareholders, are expected to be despatched no later than 31 March
2026. In addition, it is expected that Ordinary Shareholders who have elected,
or are deemed to have elected, for the Cash Option and hold their Ordinary
Shares in CREST will receive their cash entitlements through CREST no later
than 31 March 2026.

 

Unless otherwise defined, all capitalised terms used but not defined in this
announcement shall have the meaning as given to them in the Circular.

 

Following the appointment of the Liquidators, all further enquiries regarding
the Company should be made to the Liquidators, whose contact details are
below.

 

Enquiries:

 

 FRP Advisory LLP                                                      +44 (0) 1172 033 700

 Gareth Morris

 Susan Evans

 Email: Bristol@frpadvisory.com (mailto:Bristol@frpadvisory.com) .

 

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