54 abrdn Diversified Income and Growth plc
A separate circular will be published by the Company in
respect of the proposed changes as soon as practicable.
Allotment of Shares (Resolution 11)
Resolution 11 will be proposed as an ordinary resolution to
confer an authority on the Directors, in substitution for any
existing authority, to allot up to 10% of the issued Ordinary
share capital of the Company (excluding treasury shares)
as at the date of the passing of the resolution (up to a
maximum aggregate nominal amount of approximately
£7.5m based on the number of Ordinary shares in issue as
at the date of this Report) in accordance with Section 551
of the Companies Act 2006. The authority conferred by
this resolution will expire at the next Annual General
Meeting of the Company or, if earlier, 31 March 2025
(unless previously revoked, varied or extended by the
Company in general meeting).
The Directors consider that the authority proposed to be
granted by resolution 11 is necessary to retain flexibility.
Limited Disapplication of Pre-emption Provisions
(Resolution 12)
Resolution 12 will be proposed as a special resolution and
seeks to give the Directors power to allot Ordinary shares
or to sell Ordinary shares held in treasury (see below) (a)
by way of a rights issue (subject to certain exclusions); (b)
by way of an open offer or other offer of securities (not
being a rights issue) in favour of existing shareholders in
proportion to their shareholdings (subject to certain
exclusions); and (c) to persons other than existing
shareholders for cash up to a maximum aggregate
nominal amount representing 10% of the Company’s
issued Ordinary share capital as at the date of the passing
of the resolution (up to an aggregate nominal amount of
approximately £7.5m based on the number of Ordinary
shares in issue as at the date of this Report), without first
being required to offer such shares to existing
shareholders pro rata to their existing shareholding.
This power will expire at the conclusion of the next Annual
General Meeting of the Company or, if earlier, 31 March
2025 (unless previously revoked, varied or extended by
the Company in general meeting).
The Company may buy back and hold shares in treasury
and then sell them at a later date for cash rather than
cancelling them. Such sales are required to be on a pre-
emptive, pro rata basis to existing shareholders unless
shareholders agree by special resolution to disapply such
pre-emption rights. Accordingly, in addition to giving the
Directors power to allot unissued Ordinary share capital
on a non pre-emptive basis, resolution 12 will also give the
Directors power to sell Ordinary shares held in treasury on
a non pre-emptive basis, subject always in both cases to
the limitations noted above. Pursuant to this power,
Ordinary shares would only be issued for cash, and
treasury shares would only be sold for cash, at a premium
to the net asset value per share (calculated after the
deduction of prior charges at market value). Treasury
shares are explained in more detail under the heading
“Market Purchase of the Company’s own Ordinary
Shares” below.
Market Purchase of the Company’s own Ordinary Shares
(Resolution 13)
Resolution 13 will be proposed as a special resolution to
authorise the Company to make market purchases of its
own Ordinary shares. The Company may do either of the
following things in respect of its own Ordinary shares
which it buys back and does not immediately cancel but,
instead, holds in treasury:
· sell such shares (or any of them) for cash (or its
equivalent); or
· ultimately cancel the shares (or any of them).
Treasury shares may be resold quickly and cost
effectively. No dividends will be paid on treasury shares
and no voting rights attach to them.
The Manager seeks to generate attractive risk adjusted
returns by investing in, or committing to, new or existing
opportunities, whilst having particular regard to the
Company’s return target, and taking into account income,
predicted cash flows, market risk and liquidity
requirements. It is proposed that where such
opportunities are limited due to market conditions, then
subject to overall liquidity needs, available cash may be
used under the Company's share buyback authority,
granted annually by shareholders, to purchase Ordinary
shares of the Company, where to do so represents a
better opportunity to deliver long-term shareholder value
without disrupting the overall portfolio.
Shareholders have the opportunity to endorse this revised
policy, which the Board believes is better being
investment-led, by voting in favour of Resolution 13 which
gives the Company the authority to buy Ordinary shares
up to a maximum of 14.99% of the issued Ordinary share
capital of the Company (excluding treasury shares) as at
the date of the passing of the resolution (approximately
45 million Ordinary shares). The minimum price which
may be paid for an Ordinary share is 25p (exclusive of
expenses). The maximum price (exclusive of expenses)
which may be paid for the shares is the higher of a) 5%
above the average of the middle market quotations of the
Directors’ Report
Continued