Result of Elections

Pacific Assets Trust shareholders overwhelmingly chose cash, triggering a pro-rata scale-back.

What the company is saying

Pacific Assets Trust plc is reporting the outcome of shareholder elections regarding its asset combination with Schroder Asian Total Return Investment Company plc. The company highlights that 33,070,220 shares were tendered for the Cash Option, exceeding the 28,565,626 share cap (25% of shares in issue), resulting in oversubscription. Management states that all valid Cash Option elections will be honored for the Basic Entitlement, while excess applications will be scaled back, with only 74.7% of excess requests satisfied and the remainder converted into new ATR shares. The board clarifies that shareholders who made no election or had their cash requests scaled back will default to the Rollover Option, receiving new ATR shares. The announcement details the reclassification of shares: 85,696,881 with 'A' rights (ATR shares) and 28,565,626 with 'B' rights (cash). The company has applied to the FCA and London Stock Exchange for these changes, and provides precise timing for reclassification and suspension of listing. The tone is factual and procedural, with no commentary on financial impact or future strategy.

What the data suggests

The disclosed figures show strong shareholder demand for the Cash Option, with 33,070,220 shares elected versus a 28,565,626 share cap, indicating a preference for liquidity over rollover. The oversubscription required a pro-rata scale-back, with only 74.7% of excess applications satisfied in cash and the remainder converted to ATR shares. After the allocation, 75% of shares will roll into ATR, and 25% will be paid out in cash, matching the scheme's design. Shares will be reclassified as 85,696,881 'A' rights (ATR shares) and 28,565,626 'B' rights (cash). The process is transparent and the mechanics are clearly disclosed, but there is no information on the financial impact, NAV changes, or expected benefits of the combination. All key procedural steps are documented, with no evidence of unaddressed risks or hidden terms.

Analysis

The announcement is a factual, procedural update regarding the results of shareholder elections and the mechanics of a scheme of reconstruction and asset combination. All key claims are supported by specific numerical disclosures about share elections, allocations, and reclassification, with only a minor forward-looking element concerning the expected suspension of listing, which is scheduled for the next business day. There is no promotional or exaggerated language, and no claims are made about future financial performance, synergies, or benefits beyond the immediate procedural steps. No large capital outlay or long-dated, uncertain returns are referenced. The tone is strictly administrative, and the data provided is complete for the stated purpose. There is no gap between narrative and evidence.

Risk flags

• ●There is execution risk around the timely and accurate reclassification of shares and suspension of listing, as errors could disrupt settlement or shareholder entitlements. The company has applied to the FCA and London Stock Exchange, but regulatory or technical delays could impact the process.
• ●Shareholders who preferred cash but are scaled back will receive ATR shares instead, which may not align with their liquidity preferences and could lead to short-term selling pressure in ATR.
• ●No financial impact, NAV adjustment, or cost disclosure accompanies the procedural update, so investors lack visibility into the economic consequences of the asset combination and restructuring.

Bottom line

This announcement finalizes the mechanics of Pacific Assets Trust's asset combination with Schroder Asian Total Return, confirming strong shareholder preference for cash but enforcing a 25% cap. All valid cash elections up to the cap are honored, with excess requests partially satisfied and the remainder converted to ATR shares. The share reclassification and listing suspension are scheduled for this week, making the transition imminent and largely administrative. The process is transparent, but the absence of financial impact data means investors cannot assess potential value creation or dilution. The most important takeaway is that the restructuring is proceeding on a clear, near-term timetable, but the economic rationale and future benefits remain undisclosed.

Announcement summary

(LSE:PAC) Pacific Assets Trust plc announced the results of elections in connection with the proposed combination of its assets with Schroder Asian Total Return Investment Company plc (ATR) via a scheme of reconstruction and members’ voluntary winding up under section 110 of the Insolvency Act 1986. Elections were received for a total of 33,070,220 Shares for the Cash Option under the Scheme. The Cash Option was limited to 25 per cent of the Shares in issue, being 28,565,626 Shares, and was therefore oversubscribed. All Shareholders who validly elected or were deemed to have elected for the Cash Option will have their Basic Entitlement accepted in full. Excess Applications for the Cash Option will be scaled back into New ATR Shares on a pro rata basis, with Excess Applications satisfied to the extent of approximately 74.7 per cent of the Excess Applications made. Eligible Shareholders who made no Election, or whose elections for the Cash Option were scaled back, are deemed to have elected for the Rollover Option. Excluded Shareholders are deemed to have elected for their Basic Entitlement in respect of the Cash Option and to receive New ATR Shares for the remainder of their shareholding, with such New ATR Shares to be issued to the Liquidators as nominees, who will arrange for the shares to be sold in the market pursuant to the Scheme. After scaling back Excess Applications, 75 per cent of the Company’s Shares will roll over into ATR, with the balance receiving the Cash Option. The Shares will be reclassified as follows: 85,696,881 Shares with “A” rights (right to receive New ATR Shares) and 28,565,626 Shares with “B” rights (right to receive cash pursuant to the Cash Option). Applications have been made to the FCA and the London Stock Exchange for the Shares to be reclassified for listing purposes with effect from 8.00 a.m. on 22 September 2026. The listing of the Company’s Reclassified Shares is expected to be suspended at 7.30 a.m. on 23 September 2026. Andrew Impey is Chair of Pacific Assets Trust plc. Helen Goldsmith and Tom Skinner are with Investec Bank plc. Katherine Manson is with Frostrow Capital LLP, the Company Secretary.

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