REG - abrdn Diversfd. I&G - Circular and Notice of General Meeting

abrdn Diversified Income and GrowthAnnouncement

11/03/2026 07:02

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260311:nRSK1278Wa&default-theme=true

RNS Number : 1278W  abrdn Diversified Income and Growth  11 March 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY (IN WHOLE
OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THE JURISDICTION.

11 March 2026

For Immediate Release

ABRDN DIVERSIFIED INCOME AND GROWTH PLC

(the "Company")

 

Publication of Circular and Notice of General Meeting

Further to the announcement made by the Company on 11 March 2026, the Board of
the Company announces that it will shortly publish a circular (the "Circular")
to the Company's shareholders ("Shareholders") setting out recommended
proposals for a members' voluntary liquidation of the Company (the
"Liquidation" or the "Proposals").

In order to effect the Proposals, Shareholders are required to approve the
Liquidation at a general meeting of the Company (the "General Meeting"). The
General Meeting is being convened pursuant to the Notice of General Meeting
set out at the end of the Circular. The General Meeting will be held at 18
Bishops Square, London E1 6EG on 30 March 2026 at 10.00 a.m.

Capitalised terms used in this announcement shall, unless the context requires
otherwise, have the meanings ascribed to them in the Circular.

Background

Commencement and initial stages of the Managed Wind-Down

As described in further detail in Part 1 of the Circular, in February 2024
Shareholders approved proposals for a managed wind-down of the Company (the
"Managed Wind-Down"). At that time, the Company sought to provide income and
capital appreciation over the long term through investment in a globally
diversified, multi-asset portfolio.

Since the commencement of the Managed Wind-Down, the Board and abrdn Fund
Managers Limited (the "Investment Manager") have conducted an orderly
realisation of the Company's assets in a manner that has sought to achieve a
balance between optimising the value of the Company's investments whilst
progressively returning cash to Shareholders. With that goal in mind, the
Investment Manager realised substantially all of the Company's liquid, quoted
assets in March 2024.

Following the sale of the Company's liquid assets, the Board was particularly
mindful of the expected timeline for the natural maturity of its remaining
private markets portfolio (which was expected to occur between 2025 and 2033)
and Shareholders' desire for liquidity from their investment. The Board and
the Company's advisers therefore reviewed a number of options to accelerate
returns to Shareholders.

Following careful consideration of the strategic options available to the
Company in respect of the Managed Wind-Down, the Company announced in April
2025 that it was appointing Campbell Lutyens & Co. Ltd as an independent
broker to market the majority of the Company's remaining portfolio of private
market assets pursuant to a secondary sales process (the "Secondary Sales
Process"). The Secondary Sales Process sought to deliver enhanced returns to
Shareholders (on a net present value basis) whilst progressively returning
cash to shareholders in a timely manner, avoiding some of the risks and costs
associated with a protracted Managed Wind-Down.

The Secondary Sales Process

The Company, through its advisers, undertook a thorough market testing of its
remaining private market assets with over 85 potential investors approached,
over 60 of which entered into confidentiality agreements and undertook initial
due diligence on the Fund Interests that were marketed from July 2025. Given
the Portfolio comprised a range of asset classes and geographies, the
Company's investments were marketed as sub-portfolios (with flexibility to
execute individual sales) in order to maximise the value of bids. During the
course of two formal phases of detailed due diligence, the Company received
indications of interest and indicative offers from 30 credible third parties
for sub-portfolios (or individual assets) which, when aggregated, covered the
entirety of the Fund Interests marketed in the Secondary Sales Process.

The Board, together with its advisers, assessed various overlapping proposals
and negotiated the scope of the best offers in order to enhance value for
Shareholders, seeking expedited sales to allow a timely return of capital. The
indicative offers received were priced at material discounts to the reference
date valuations of the relevant Fund Interests, reflected their highly
illiquid nature and naturally varied by Fund Interest and underlying asset
class. Following this market testing, the Board assessed the strategic options
available to the Company on the basis of, amongst other things, the quantum
expected to be delivered to Shareholders (on a net present value basis),
timing and relative certainty of execution. In proceeding with the sales, the
Board noted that the value that was expected to be achieved for Shareholders
(on a net present value basis) through the Secondary Sales Process was greater
than that which the Investment Manager expected to achieve through the
continuation of its original 'base case' plan for the Managed Wind-Down (on a
net present value basis) which envisaged holding certain Fund Interests to
maturity and selling other Fund Interests (that would otherwise mature between
2029 and 2033) in 2028. In addition, the Board noted that by selling the
marketed Fund Interests through the Secondary Sales Process the Company would
significantly accelerate its returns to Shareholders.

Whilst the sales of one of the Fund Interests, Bonaccord Capital Partners I-A,
L.P. ("Bonaccord"), and the remaining 50 per cent. of another Fund Interest,
Andean Social Infrastructure Fund I LP ("Andean SIF"), remain outstanding as
at 9 March 2026 (being the latest practicable date prior to the publication of
this announcement) (the "Latest Practicable Date"), assuming the sales of the
Company's interests in Bonaccord (the "Bonaccord Sale") and Andean SIF (the
"Andean SIF Sale") complete, as anticipated, at the contractually agreed
pricing later this month, the Fund Interests that will have been sold by the
Company in connection with the Secondary Sales Process will have been exited
at a blended discount to the relevant transaction reference date valuations of
33.0 per cent. (before customary completion adjustments for distributions
received, or capital commitments made, by the Company post-reference date and
without adjustment for costs).((1))

The final pricing of the sales was further impacted by the performance of the
underlying assets held by certain of the Fund Interests following the
commencement of the Secondary Sales Process. The blended pricing discount
noted above includes the sales of two Fund Interests at material discounts to
their transaction reference date valuations where, in one case, the valuation
of the Fund Interest had already been materially written down by the
underlying general partner of the fund between the transaction reference date
and the date that the sale was agreed and, in the other case, the valuation of
the Fund Interest was expected to be materially written down by the Company
irrespective of the Secondary Sales Process due to information received by the
Investment Manager following the transaction reference date. Excluding such
sales, the Fund Interests that have been sold in connection with the Secondary
Sales Process have been exited at a blended discount to the relevant
transaction reference date valuation of 30.6 per cent. (before customary
completion adjustments and without adjustment for costs).((1))

Redemptions

Separate to the Secondary Sales Process, the Company sought to optimise
returns to Shareholders through exercising near-term redemption mechanics
within the underlying fund documentation for certain of the Company's private
market assets where available. Accordingly, the Company has fully redeemed its
interest in Aberdeen Global Private Markets Fund and has partially redeemed
its interest in the PIMCO Private Income Offshore Fund Feeder I LP ("PIMCO
PIF").

As at the date of this announcement, the Company retains a partial interest in
PIMCO PIF which is expected to be exited through the fund's redemption
mechanics on or around 31 December 2026 (that is, during the Liquidation). The
Company is entitled to receive distributions of amounts allocated to a
withdrawal capital account established in the books of PIMCO PIF for the
Company. Such amounts will be determined by the manager of PIMCO PIF by
reference to the net proceeds from the realisation of the underlying assets
attributed to the Company's interest in the fund at the time of its
withdrawal. Those realisation proceeds are subject to reductions for accrued
management and performance fees and other expenses or reserves allocated to
the withdrawal capital account by the manager of PIMCO PIF. As at the Latest
Practicable Date, having received a larger proportion of the withdrawal
capital account than previously expected in February 2026, the Company's
remaining interest in PIMCO PIF was valued at approximately $450,000
(approximately £340,000).

The Proposals

In the light of recent realisations from the Portfolio, the Board has been
carefully considering the most efficient way to return further cash to
Shareholders. Taking into account the size of the Company, the value of its
remaining unlisted investments, the anticipated timeline for realising such
investments and costs of remaining a publicly traded company, the Board has
determined that it would be in the best interests of the Company and
Shareholders as a whole to put forward proposals to Shareholders for a
members' voluntary liquidation of the Company.

The implementation of the Proposals will require Shareholders to vote in
favour of the Resolution to be proposed at the General Meeting. The Resolution
will be proposed as a special resolution and, accordingly, will be passed if
at least 75 per cent. of the votes are cast in favour.

The Board believes that approval of the solvent Liquidation at the General
Meeting is in the best interests of the Company and Shareholders as a whole.
The Board unanimously recommends that Shareholders vote in favour of the
Resolution at the General Meeting.

It is proposed that Derek Hyslop and Richard Barker, both licensed insolvency
practitioners of Ernst & Young LLP, be appointed as joint liquidators of
the Company (the "Liquidators") and their remuneration shall be determined by
the Company.

The appointment of the Liquidators becomes effective immediately upon the
passing of the Resolution at the General Meeting. At that point, the powers of
the Directors would cease. The Liquidators would then assume responsibility
for the winding up of the Company, including the realisation of the remaining
assets of the Company, the payment of fees, costs and expenses, the
discharging of the liabilities of the Company and the distribution of its
surplus assets to Shareholders. Assuming the Resolution is passed, the winding
up of the Company will be a solvent winding up in which it is intended that
all creditors will be paid in full. Once the Company's remaining assets have
been realised by the Liquidators (and after settling the Company's liabilities
and providing for the costs of the winding up), any remaining cash proceeds
will be distributed to Shareholders as set out in the section titled "Further
distributions to Shareholders" below.

To facilitate the implementation of the Proposals, the Shares will be
suspended from listing on the Official List and from trading on the London
Stock Exchange with effect from 7.30 a.m. on 30 March 2026, being the date of
the General Meeting. It is expected that, following the payment of the Initial
Distribution, the Liquidators will make applications to the FCA and the London
Stock Exchange, respectively, for the cancellation of the admission of the
Shares to listing on the closed-ended investment funds category of the
Official List and to trading on the Main Market.

Remaining private market investments and undrawn commitments

As at the date of this announcement, the Company currently has three private
market investments of value. Further details of these investments are as
follows:

§   Bonaccord - Bonaccord targets investment in equity stakes in
alternative asset management companies (for example, private equity and
private credit managers). The Company has entered into binding conditional
sale agreements with third party purchasers in respect of the Bonaccord Sale.
The Bonaccord Sale is currently expected to complete during the week
commencing 16 March 2026, prior to the General Meeting.

§   Andean SIF - Andean SIF invests in social and economic infrastructure
projects undertaken through the award of concessions by central or local
government counterparties with strong credit quality. 50 per cent. of the
Company's interest in Andean SIF was sold by the Company on 31 December 2025.
The Company has entered into binding conditional sale agreements with third
party purchasers in respect of the sale of the Company's remaining interest in
Andean SIF (that is, the Andean SIF Sale). It is currently expected that the
Andean SIF Sale will complete during the week commencing 16 March 2026, prior
to the General Meeting.

§   PIMCO PIF - PIMCO PIF, launched in April 2019, is primarily focused on
income producing private assets. PIMCO PIF seeks to deploy capital fluidly,
through an evergreen fund structure, across credit sectors and over economic
cycles. In doing so, PIMCO PIF seeks to provide attractive income-driven
returns. It is currently anticipated that, pursuant to a redemption request
submitted in July 2024, the Company will exit its remaining investment in
PIMCO PIF pursuant to the redemption mechanics contained in the fund's
constitutional documentation on or around 31 December 2026.

In addition to the foregoing Fund Interests, as at the date of this
announcement the Company holds certain other residual interests that are
valued at nil. This includes the Company's interest in Aberdeen European
Residential Opportunities Fund, the value of which was equivalent to
approximately 2.78 pence per Share at the commencement of the Managed
Wind-Down but was first written down by the Company on 7 May 2024 and
subsequently written down to nil on 31 January 2025 as the underlying fund
approached liquidation. The Company does not currently expect to realise any
value from such holdings during the Liquidation (however the Liquidators will
continue to monitor the position during the liquidation period).

As at the Latest Practicable Date, the Company had Undrawn Commitments of
approximately $3.76 million (approximately £2.8 million) to Bonaccord and
approximately $1.04 million (approximately £0.8 million) to Andean SIF which
may be drawn by the manager of the relevant fund for certain purposes under
such fund's constitutional documentation (including paying partnership
expenses). The Company has no other Undrawn Commitments to any other of its
current, or former, investments.

It is currently expected that the Remaining Sales will complete during the
week commencing 16 March 2026. Accordingly, it is currently expected that, if
the Resolution is passed at the General Meeting, the Company will continue to
hold an interest in PIMCO PIF at the time it enters into Liquidation but will
have no Undrawn Commitments.

To the extent that the Company's interests in Bonaccord and/or Andean SIF have
not been sold prior to the General Meeting, the Company will be required to
retain sufficient funds to meet its Undrawn Commitments to Bonaccord and/or
Andean SIF during the liquidation period until such Fund Interests are
realised. Therefore, if the Bonaccord Sale and/or the Andean SIF Sale does not
complete prior to the General Meeting, up to approximately £3.6 million of
cash and cash equivalents (subject to prevailing foreign exchange rates) will
be retained by the Liquidators and added to the Liquidation Fund in respect of
such Undrawn Commitments until such time as the Remaining Sales have
completed. Further details of the Liquidation Fund are set out below.

Further distributions to shareholders

In order to ensure that the Company meets the distribution requirements to
maintain investment trust status in respect of the 18 month period to 31 March
2026, the Board declared an interim dividend of 0.5 pence per Share on 5 March
2026 (the "Interim Dividend"). The Interim Dividend will be paid on 26 March
2026 to Shareholders who are on the Register of Members as at 6.00 p.m. on 13
March 2026. The ex-dividend date for the Interim Dividend is 12 March 2026. It
is not expected that any further interim dividends will be paid by the Company
in advance of the Liquidation, assuming it is approved by Shareholders at the
General Meeting.

As at the Latest Practicable Date, having paid the March Return of Capital,
the Company had net assets of approximately £46.5 million, of which £30.0
million was represented by cash and cash equivalent assets (primarily invested
in money market funds and UK government bonds). Of the Company's cash and cash
equivalents on the Latest Practicable Date, approximately £1.5 million was
earmarked for the payment of the Interim Dividend, £4.1 million was being
held in respect of the accrued and unpaid or expected future costs and
expenses associated with the Secondary Sales Process and the Liquidation
(inclusive of VAT, if applicable) and £3.6 million was being held in respect
of the Company's Undrawn Commitments.

There can be no guarantee as to the value, if any, and/or timing of
distribution(s) that may result from the realisation of the Company's
remaining assets. The Company's remaining private market investments are
illiquid in nature. As noted above, it is currently anticipated that the
Company's interests in Bonaccord and Andean SIF will be sold and transferred
during the week commencing 16 March 2026, prior to the General Meeting, and
the Company's remaining interest in PIMCO PIF will be exited by the
Liquidators following their appointment pursuant to the redemption mechanics
contained in that fund's constitutional documentation.

On the Company's entry into Liquidation, the Liquidators will retain
sufficient funds to meet the current, future and contingent liabilities of the
Company (including up to approximately £3.6 million of Undrawn Commitments if
the Remaining Sales do not complete prior to the General Meeting), the costs
and expenses (inclusive of VAT, if applicable) of the Proposals not already
paid at the point of liquidation and an additional retention estimated to be
£100,000 for unknown contingencies (the "Liquidation Fund").

Assuming the Remaining Sales complete in line with the expected timetable and
the Resolution is passed at the General Meeting, notwithstanding the retention
of the Liquidation Fund, it is expected that the Liquidators will be able to
make the Initial Distribution from the Company's free cash and the net
proceeds of the Remaining Sales on or around 13 April 2026. It is currently
expected that the Initial Distribution will be approximately 14.50 pence per
Share (inclusive of the net proceeds of the Remaining Sales and the cash
currently held by the Company in respect of its Undrawn Commitments to
Bonaccord and Andean SIF). The current expected timing of the Initial
Distribution is conditional upon the proceeds from the Remaining Sales being
received by the Company seven days prior to 30 March 2026, being the date of
the General Meeting. In the event that the Bonaccord Sale and/or the Andean
SIF Sale do not complete prior to such date, it is expected that the payment
of the Initial Distribution would be deferred until such time as the sale
proceeds have been duly received by the Company. Any change to the timing of
the Initial Distribution will be notified to Shareholders by an announcement
through a Regulatory Information Service.

Once the Liquidators have made the Initial Distribution, realised the
Company's remaining investments (including in PIMCO PIF), satisfied the
claims of creditors of the Company and paid the costs and expenses of the
Proposals, it is expected that the Liquidators, via the Company's Registrar,
will make a further distribution, or further distributions, to Shareholders.
Any such further distribution will be made solely at the discretion of the
Liquidators.

A final distribution in Liquidation, if any, will not be made until the
Liquidators have completed their statutory duties to seek out, adjudicate and
pay creditors' claims and HMRC has confirmed its agreement to the Company's
tax returns and that it has no objection to the closure of the liquidation.
Accordingly, there can be no certainty as to the timing of a final
distribution, if any.

All Shareholders on the Register of Members at 6.00 p.m. on 27 March 2026 (who
are not Sanctions Restricted Persons) will be entitled to the distribution(s)
from the Liquidators, including the Initial Distribution.

Nothing in the Proposals set out in this announcement or the Circular shall
impose any personal liability on the Liquidators.

In order to comply with the Company's obligations under UK and international
sanctions regimes, no distribution made pursuant to the implementation of the
Proposals (including, for the avoidance of doubt, the Initial Distribution)
will be paid to a Sanctions Restricted Person.

Exchange dealings

The expected last day for dealings in the Shares on the London Stock Exchange
through CREST on a normal rolling two day settlement basis is expected to be
25 March 2026. After that date, 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 Registrar by 6.00 p.m. on 27 March
2026. Transfers received by the Registrar after that time will be returned to
the person lodging them and, if the Resolution is passed, the original holder
will receive any proceeds from distributions made by the Liquidators. After
the liquidation of the Company and the making of the final distribution to
Shareholders (if any), existing certificates in respect of the Shares will
cease to be of value and any existing credit of the Shares in any stock
account in CREST will be redundant.

Following the suspension of the listing of the Shares on the Official List and
the Shares ceasing to trade on the London Stock Exchange, there will be no
liquidity in the Shares and it will, therefore, be difficult for Shareholders
to realise value from the Shares other than through the liquidation process
over time.

Expected timetable

 Ex-dividend date for the Interim Dividend                                       12 March 2026
 Last day of dealing in the Shares through CREST on a normal rolling two day     25 March 2026
 settlement basis
 Deadline for receipt of Forms of Proxy and electronic proxy appointment         10.00 a.m. on 26 March 2026
 instructions
 Payment date for the Interim Dividend                                           26 March 2026
 Close of Register of Members and record date for participation in the members'  6.00 p.m. on 27 March 2026
 voluntary liquidation
 Suspension of Shares from listing on the Official List and from trading on       7.30 a.m. on 30 March 2026
 the London Stock Exchange
 General Meeting                                                                 10.00 a.m. on 30 March 2026
 Appointment of Liquidators                                                      30 March 2026
 Initial Distribution to Shareholders*                                           On or around 13 April 2026
 *Actual date to be determined by the Liquidators. The current expected timing
 of the Initial Distribution is conditional upon the proceeds from the
 Bonaccord Sale and the Andean SIF Sale being received by the Company seven
 days prior to 30 March 2026, being the date of the General Meeting. An
 announcement confirming the timing of the Initial Distribution will be
 released by the Company following the General Meeting.
 All references to time in this announcement and the Circular are to London
 (UK) time, unless otherwise stated. The times and/or dates set out in the
 expected timetable above and mentioned throughout this announcement and the
 Circular may be subject to change and, in the event of such change, the
 revised times and/or dates will be notified to Shareholders by an
 announcement through a Regulatory Information Service.

 

The Circular will shortly be available for inspection at the National Storage
Mechanism (which is located at
https://data.fca.org.uk/a/nsm/nationalstoragemechanism
(https://data.fca.org.uk/a/nsm/nationalstoragemechanism) ) and on the
Company's website (at www.aberdeeninvestments.com/en-gb/adig/literature
(http://www.aberdeeninvestments.com/en-gb/adig/literature) ).

Enquiries:

abrdn Diversified Income and Growth plc

Davina Walter
(Chairman)
via Burson Buchanan

Dickson Minto Advisers LLP (financial adviser to the Company)

Douglas Armstrong / Andrew Clark / Jamie Seedhouse            +44
(0)20 7649 6823

Burson Buchanan (PR adviser to the Company)

Helen Tarbet / Henry Wilson / Nick
Croysdill                            +44 (0)20 7466
5000

 
 
 ADIG@buchanancomms.co.uk

Notes

(1)  Calculated using applicable foreign exchange rates as at 4.00 p.m. on
the Latest Practicable Date.

Important information

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of UK MAR. Upon publication of this
announcement via a Regulatory Information Service, such information is now
considered to be in the public domain. The person responsible for arranging
for the release of this announcement on behalf of the Company is abrdn
Holdings Limited, the Company Secretary.

The Company's LEI number is 2138003QINEGCHYGW702.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  CIRGPUPGWUPQPGU



            Copyright 2019 Regulatory News Service, all rights reserved