13 February 2025
Asia Dragon Trust
plc
Legal
Entity Identifier: 549300W4KB0D75D1N730
Result of Second General
Meeting and Scheme Entitlements
In connection with the proposals for
a combination of Asia Dragon Trust plc
("DGN" or the "Company") with Invesco Asia Trust plc
("Invesco Asia" or
"IAT") by way of a scheme of reconstruction of the Company under
Section 110 of the Insolvency Act 1986 (the "Scheme"), the Board of the Company
announces the result of the Second General Meeting and Scheme
entitlements.
Defined terms used in this
announcement have the meanings given in the Company's circular to
Shareholders dated 18 December 2024 (the "Circular"), unless the context
otherwise requires.
The Circular is available for
viewing on the Company's website, www.asiadragontrust.co.uk
and at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Result of Second General Meeting
The Company announces that the
special resolution to place the Company into members' voluntary
liquidation was voted on and approved by Shareholders at the Second
General Meeting held earlier today. Accordingly, Richard Barker and
Derek Hyslop, both of Ernst & Young LLP, Atria One, 144
Morrison Street, Edinburgh, EH3 8EX, have been appointed as joint
liquidators of the Company. Details of the number of votes cast
for, against and withheld in respect of the resolution, which was
held on a poll, is set out below and will also be published on the
Company's website www.asiadragontrust.co.uk.
Resolution
|
Votes For (including
Discretionary)
|
%
|
Votes
Against
|
%
|
Votes Total
|
% Issued Share Capital
represented by Votes Total1
|
Votes
Withheld2
|
To place the Company into members'
voluntary liquidation in accordance with the Scheme and grant the
Liquidators certain powers.
|
103,634,413
|
99.90
|
105,154
|
0.10
|
103,739,567
|
66.40
|
49,470
|
Notes:
1.
The number of Ordinary Shares in issue as at the voting record time
of 6.30 p.m. (London time) on 11 February 2025 (the "Voting Record Time") was 156,225,283.
Therefore, the total number of voting rights in the Company as at
the Voting Record Time was 156,225,283.
2.
A vote "withheld" is not a vote in law and has not been counted as
a vote "for" or "against" the resolution.
The full text of the special
resolution can be found in the Notice of Second General Meeting
contained in the Circular.
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, 13 February 2025, in anticipation of the
Second General Meeting.
The Company, through its advisers,
has notified 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 at 8:00
a.m. on 31 March 2025.
Scheme Entitlements
As at the Calculation Date the
entitlements calculated in accordance with the terms of the Scheme
were as follows:
·
DGN FAV per Share: 464.180111 pence
·
Cash NAV per Share: 452.628041 pence
·
IAT FAV per Share: 381.343834 pence
For Shareholders that were deemed to
have elected to receive New IAT Shares, each Reclassified Share
with "A" rights attached to it will receive 1.217222 New IAT
Shares.
Fractional entitlements to New IAT
Shares will not be issued under the Scheme and entitlements will be
rounded down to the nearest whole number. No cash payment will be
made or returned in respect of any fractional entitlements, which
will be retained for the benefit of Invesco Asia.
For Shareholders that elected (or
were deemed to have elected) for the Cash Option, each Reclassified
Share with "B" rights attached to it will receive 452.628041 pence
in cash.
Liquidation
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 retention of £100,000 which they,
together with the joint Liquidators, consider sufficient to meet
any unknown or unascertained liabilities of the
Company.
The Liquidation Pool will be applied
by the joint Liquidators in discharging all current and future
actual and contingent liabilities of the Company. Any balance
remaining after discharging such liabilities from the Liquidation
Pool will in due course be distributed to Shareholders pro rata to their respective holdings
of Ordinary Shares in accordance with the terms of the
Scheme.
In accordance with the Circular,
Shareholders who were deemed to have elected for the Rollover
Option will receive their new IAT Shares via CREST on 14 February 2025 and, in
relation to certificated Shareholders, by no later than 10 Business
Days from the Effective Date of 13 February 2025. Shareholders who
elected, or were deemed to have elected, for the Cash Option will
receive their entitlements within 10 Business Days from the
Effective Date via CREST
and/or cheque.
As announced on 9 January 2025, the
pre-liquidation dividend of 2.5 pence per Ordinary Share was paid
on 5 February 2025 to those Shareholders who were on the register
as at close of business on 17 January 2025.
Following the appointment of the
joint Liquidators, all further enquiries regarding the Company
should be made to the joint Liquidators, whose contact details are
below.
For further information please
contact:
Liquidators
Richard Barker
Derek Hyslop
|
+ 44 (0) 131 777 2809
|
|
|
|
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Important Information
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This announcement is not an offer of
securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the US
Securities Act of 1933, as amended, and may not be offered or sold
in the United States, except pursuant to an applicable exemption
from registration. No public offering of securities is being made
in the United States.