REG - Shires Income PLC - Results of Scheme Elections

Shires IncomeAnnouncement

10/03/2026 17:30

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RNS Number : 1147W  Shires Income PLC  10 March 2026

10 March 2026

 

Shires Income PLC

 

Legal Entity Identifier: 549300HVCIHNQNZAYA89

 

Results of Scheme Elections

 

Following the Company's First General Meeting on 9 March 2026, the Board of
Shires Income PLC (the "Company" or "Shires Income") announced that
Shareholders had approved the proposals for a combination with Aberdeen
Equity Income Trust plc ("AEI") by means of a scheme of reconstruction and
members' voluntary winding-up of the Company under section 110 of the
Insolvency Act 1986 (the "Scheme") .

 

Implementation of the Scheme remains subject to Shareholder approval at the
Company's Second General Meeting, to be held on 17 March 2026.

 

Valid Elections in connection with the Cash Option were received in respect of
1,306,578 Ordinary Shares.

 

In addition, there were deemed elections for the Cash Option in respect of
108,886 Ordinary Shares belonging to Excluded Shareholders, resulting in a
total of 1,415,464 Ordinary Shares (3.6% of the issued Ordinary Share capital)
being subject to cashing out.

 

In accordance with the Scheme, eligible Ordinary Shareholders that made no
Election have been deemed to have elected for the Rollover Option. Therefore,
the Ordinary Shares will be reclassified as follows:

 

 

·      37,996,235 Ordinary Shares with "A" rights, being the right to
receive New AEI Shares; and

·      1,415,464 Ordinary Shares with "B" rights, being the right to
receive cash.

 

The Board would like to thank Shareholders for their support of the Scheme and
are delighted to see that the low take up of the Cash Option represents a
significant endorsement of the Company's combination with AEI (over 96% of the
issued share capital of Shires Income), which is one of the highest levels of
support for a combination in the investment trust sector in recent times.

The Board is also pleased to mark the close of business of Shires Income with
a good performance record and a final dividend of 10 pence per Ordinary Share
payable on 13 March 2026 that will result in aggregate dividends for the
current financial year to 31 March 2026 of 16.85p per Ordinary Share.

Preference Shareholders will not be 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). This will
amount to £50,000, being the principal amount of the Preference Shares plus
accrued interest up to the date of winding-up. £9m of Shires Income debt will
be repaid with no early termination costs, and £10 million of debt is being
novated to AEI.  New AEI Shares will rank pari passu with existing AEI Shares
for all dividends declared by AEI with a record date falling after the date of
the issue of the New AEI Shares.

 

Applications have been made to the FCA and to the London Stock Exchange for
the Ordinary Shares to be reclassified for listing purposes with effect
from 8:00 a.m. on 16 March 2026. The listing of, and dealings in, the
Company's Reclassified Shares are subsequently expected to be suspended
at 7.30 a.m. on 17 March 2026.

 

A further announcement is expected to be made on 17 March 2026 following the
Second General Meeting, with the results of that meeting and details of the
entitlements for the relevant FAVs per share and conversion ratio under the
Scheme which will be determined on 12 March 2026.

 

The Board of Shires Income extends its thanks to Aberdeen, and the other
advisers and agents to the Company for their services to the Company and in
particular, for their support on the successful combination with AEI, due to
complete next week.

 

Defined terms used in this announcement have the meanings given 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/)  and on the Company's website
at https://www.aberdeeninvestments.com/en-gb/shrs
(https://www.aberdeeninvestments.com/en-gb/shrs) .

 

 

 

 

Expected timetable

 ( )                                                                                2026
 Calculation Date                                                                   close of business on 12 March
 Latest time and date for receipt of proxy appointments in respect of the           9.00 a.m. on 13 March
 Second General Meeting
 Pre-liquidation Dividend paid to Ordinary Shareholders                             13 March
 Reclassification of the Ordinary Shares                                             8.00 a.m. on 16 March
 Suspension of listing of Reclassified Shares and Company's Register closes          7.30 a.m. on 17 March
 Second General Meeting                                                             9.00 a.m. on 17 March
 Effective Date for implementation of the Scheme                                    17 March
 Appointment of the Liquidators                                                     17 March
 Record date for entitlements in the liquidation of Preference Shareholders         6.00 p.m. on 17 March
 Admission and dealings in New AEI Shares commence                                  8.00 a.m. on 18 March
 CREST accounts credited in respect of New AEI Shares in uncertificated form        as soon as reasonably practicable on 18 March
 Cheques and electronic payments despatched to Ordinary Shareholders who elect      not later than 31 March
 for the Cash Option and CREST accounts credited with cash
 Certificates despatched in respect of New AEI Shares                                not later than 31 March
 Cheques and electronic payments despatched to Preference Shareholders              not later than 31 March
 Cancellation of listing of Reclassified Shares                                      as soon as practicable after the Effective Date

 

Enquiries:

 

 Aberdeen                                        +44 (0) 207 156 2382

 Ben Heatley (Head of Closed End Funds Sales)

 

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