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Result of General Meeting

30th Mar 2026 14:58

RNS Number : 6784Y
abrdn Diversified Income and Growth
30 March 2026
 

30 March 2026

For Immediate Release

ABRDN DIVERSIFIED INCOME AND GROWTH PLC

("ADIG" or the "Company")

 

Results of General Meeting

Further to the circular (the "Circular") and notice of General Meeting (the "Notice") published on 11 March 2026 by the Company, the board of directors of the Company announces that the special resolution to place the Company into members' voluntary liquidation, as set out in the Notice, was voted on by way of a poll and approved by the Company's Shareholders at the General Meeting held earlier today. Accordingly, Derek Hyslop and Richard Barker of Ernst & Young LLP have been appointed as joint liquidators of the Company (the "Liquidators").

Davina Walter, Chairman of the Company commented:

"We are pleased to announce the completion of the Company's managed wind down as ADIG enters voluntary liquidation following this Shareholder vote. Shareholders initially approved the Managed Wind-Down in February 2024 and the Board, Investment Manager and the Company's advisers sought to complete a complex wind down in a relatively short time frame while maximising the net present value of returns received by Shareholders from a Portfolio with a large number of private market positions. After just over two years since that date, we are pleased to report that over £277 million has been, or is expected to be, returned to Shareholders (representing 120.4% of the market capitalisation on 26 February 2024, the last Business Day prior to the commencement of the Managed Wind-Down). There is still some work to be done, as described in this announcement, and the remaining value that can be realised will be returned to shareholders as soon as practicable by the Liquidators. On behalf of the Board, I would like to thank Shareholders for their support through this process."

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

Voting results

Details of the number of votes cast for, against and withheld in respect of the resolution, which was voted on by way of poll, are set out below and will also be published in the "Key documents" section of the Company's website (at www.aberdeeninvestments.com/en-gb/adig/literature). 

 Resolution

Votes For (including discretionary)

Votes Against

Total Votes

Votes Withheld ***

Number

%*

Number

%*

Number

% of issued Share capital**

 

Number

To approve the members' voluntary liquidation of the Company, appoint the Liquidators and grant the Liquidators certain powers.

 97,645,800

99.67%

320,103

0.33%

97,965,903

32.52%

 402,849

* Rounded to two decimal places. ** Excludes Shares held in treasury. The number of Shares in issue as at the voting record time of 6.00 p.m. (London time) on 26 March 2026 (the "Voting Record Time") was 323,751,806, of which 22,485,854 Shares were held in treasury. Therefore, the total number of voting rights in the Company as at the Voting Record Time, and therefore for the purposes of the General Meeting, was 301,265,952.

*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the Resolution.

The full text of the Resolution can be found in the Notice at the end of the Circular. The Circular is available for viewing at the National Storage Mechanism (which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (at www.aberdeeninvestments.com/en-gb/adig/literature).

In accordance with Listing Rule 6.4.2, a copy of the resolution will be submitted to the National Storage Mechanism and will shortly be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Suspension of Shares

As set out in the Circular, the Company's Shares were suspended from listing on the Official List of the Financial Conduct Authority and from trading on the main market of the London Stock Exchange at 7.30 a.m. this morning, 30 March 2026, in anticipation of the General Meeting. The Company's Shares are expected to remain suspended from listing until, at least, after the payment of the Initial Distribution (as defined below) after which time the listing will be cancelled. 

Initial Distribution

The Company confirms that the sale of the Company's limited partnership interest in Bonaccord Capital Partners I-A, L.P. has completed. However, due to certain processing delays, the sale of the Company's remaining limited partnership interest in Andean Social Infrastructure Fund I LP (the "Andean SIF Sale") has yet to complete and it is now anticipated that the realisation of this Fund Interest will complete during the Liquidation.

As set out in the Circular, it was anticipated that the Liquidators would make an initial distribution to Shareholders (the "Initial Distribution") on or around 13 April 2026. Shareholders will be aware from the Circular that it was expected that, in order to maximise the value of the Initial Distribution, the payment of the Initial Distribution would be deferred in the event that the completion of the Andean SIF Sale was delayed. It is the intention of the Liquidators to make the Initial Distribution once the Andean SIF Sale has completed. The Company, through the Liquidators, will notify Shareholders by an announcement through a Regulatory Information Service of the expected timing and quantum of the Initial Distribution following the completion of the Andean SIF Sale.

For illustrative purposes only, if the Initial Distribution from the Company's free cash and the net proceeds of the Andean SIF Sale equals approximately 14.5 pence per Share and, in addition to the Initial Distribution, the Company makes a further distribution, or further distributions, during the Liquidation equivalent to approximately 0.52 pence per Share in aggregate (based on the Company's net assets as at 27 March 2026 and assuming (i) the Initial Distribution is paid and is equal to 14.5 pence per Share; (ii) the Company's remaining interest in PIMCO PIF and cash equivalent investments are realised at their current valuations; (ii) all receivables on the Company's balance sheet are received by the Liquidators; and (iii) the Liquidators' Retention (as defined in the Circular) is fully utilised and not returned to Shareholders), a total of 91.99 pence per Share would have been returned to Shareholders following the commencement of the Managed Wind-Down (assuming Shareholders held their Shares throughout the process).

Shareholders should note that further distributions in the liquidation will only be made once all remaining interests and receivables described above have been realised. At this stage, it is currently estimated that any such realisations will conclude in early 2027 and any further distributions in the liquidation could be on or around 12 months' time.

For illustrative purposes only, aggregate gross returns to Shareholders of 91.99 pence per Share would represent:

§ a discount of approximately 15.5 per cent. to the Company's cum-income NAV per Share on 26 February 2024 (being the last Business Day prior to the commencement of the Managed Wind-Down) of 108.8 pence; and

§ a premium of approximately 20.4 per cent. to the closing price of a Share on 26 February 2024 (being the last Business Day prior to the commencement of the Managed Wind-Down) of 76.40 pence.

By way of further comparison, the Company's Shares had traded at an average daily discount to the NAV per Share of 27.7 per cent in the twelve months prior to the commencement of the Managed Wind-Down in February 2024.

With that said, the timing of the realisation of the Company's holdings and prevailing market conditions may result in the Company's investments being realised at amounts below the last reported values. Whilst the costs of the winding up of the Company have been estimated for these purposes, unforeseen actual costs may exceed the estimates. The estimated total gross returns to Shareholders from the Managed Wind-Down and the Liquidation are uncertain.

Enquiries:

Ernst & Young LLP (Liquidators)

 

Derek Hyslop

[email protected]

Richard Barker

 

The Company's LEI number is 2138003QINEGCHYGW702.

 

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