Shires Income : Prospectus (17 October 2023)

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENT ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take or the contents of this document, you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under FSMA or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction.

This document comprises the Prospectus relating to the Company in connection with the issue of New Shares in the Company pursuant to a scheme of reconstruction of abrdn Smaller Companies Income Trust plc under section 110 of the Insolvency Act 1986. It has been prepared in accordance with the UK Prospectus Regulation and the Prospectus Regulation Rules made under section 73A of FSMA and made available to the public for the purposes of section 85 of FSMA.

This Prospectus has been approved by the FCA of 12 Endeavour Square, London E20 1JN, as competent authority under the UK Prospectus Regulation. Contact information relating to the FCA can be found at http://www.fca.org.uk/contact. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Company or of the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in securities. This Prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of the UK Prospectus Regulation.

Shareholders of ASCI are recommended to seek advice from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under FSMA if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom, before investing in the Company. Shareholders of ASCI should also consider the risk factors relating to the Company set out on pages 12 to 18 of this Prospectus.

The Company, whose registered office appears on page 30 of this Prospectus, and the Directors, whose names appear on page 30 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import.

SHIRES INCOME PLC
(Incorporated in England and Wales with registered number 00386561 and registered as an
investment company under section 833 of the Companies Act 2006)
Prospectus relating to the Issue of New Shares pursuant to
a scheme of reconstruction of abrdn Smaller Companies Income Trust plc
under section 110 of the Insolvency Act 1986
Sponsor & Financial Adviser	Alternative Investment Fund Manager
J.P Morgan Cazenove	abrdn Fund Managers Limited

Applications will be made to the FCA and the London Stock Exchange for all of the New Shares to be admitted to the premium segment of the Official List under Chapter 15 of the Listing Rules and to trading on the Main Market. It is expected that Admission will become effective and that dealings for normal settlement in the New Shares will commence at 8.00 a.m. on 4 December 2023. The ISIN for the New Shares admitted to trading is: GB0008052507.

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove (JPM), which is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA, is acting exclusively for the Company and for no one else in relation to the Issue, the Scheme and the other arrangements referred to in this Prospectus. JPM will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Issue, the Scheme and the other arrangements referred to in this Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Issue, the Scheme, the contents of this Prospectus or any transaction or arrangement referred to in this Prospectus.

Apart from the responsibilities and liabilities, if any, which may be imposed on JPM by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, JPM, its affiliates, officers, directors, employees and agents make no representations or warranties, express of implied, nor accepts any responsibility whatsoever for the contents of this Prospectus or for any statement made or purported to be made by it or on its behalf in connection with the Company, the AIFM, the Investment Manager, the Issue, the Scheme, the Ordinary Shares or Admission. JPM, its affiliates, officers, directors, employees and agents, accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability), whether arising in tort or contract or otherwise (save as referred to above), which it might otherwise have in respect of this Prospectus or any such statement.

JPM and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company, the AIFM and/or the Investment Manager for which they would have received customary fees. JPM and its affiliates may provide such services to the Company, the AIFM and/or the Investment Manager and any of their respective affiliates in the future. The contents of this Prospectus are not to be construed as legal, financial, business, investment or tax advice. ASCI Shareholders should consult their own legal adviser, financial adviser or tax adviser for legal, financial, business, investment or tax advice. Investors must inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, repurchase or other disposal of New Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of New Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of, or subscription for New Shares. Investors must rely on their own representatives, including their own legal advisers and accountants, as to legal, financial, business, investment, tax, or any other related matters concerning the Company and an investment therein. None of the Company, the AIFM, the Investment Manager or JPM nor any of their respective representatives is making any representation to any offeree or purchaser of New Shares regarding the legality of an investment in the New Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.

THE NEW SHARES ARE ONLY AVAILABLE TO ASCI SHAREHOLDERS AND ARE NOT BEING OFFERED TO EXISTING SHAREHOLDERS (SAVE TO THE EXTENT THAT AN EXISTING SHAREHOLDER IS ALSO AN ASCI SHAREHOLDER) OR THE PUBLIC.

Overseas shareholders

The distribution of this Prospectus in certain jurisdictions may be restricted by law. No action has been taken by the Company or JPM that would permit an offer of the New Shares or possession or distribution of this Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The New Shares described in this Prospectus have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or the securities laws of any states of the United States or under any of the relevant securities laws of Canada, Australia, the Republic of South Africa or Japan or their respective territories or possessions. Accordingly, the New Shares may not (unless an exemption from such legislation or such laws is available) be offered, sold, resold, pledged, delivered assigned or otherwise transferred, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa or Japan or their respective territories or possessions. There has not been and will be no public offer of the New Shares in the United States. The Company has not been and will not be registered under the United States Investment Company Act of 1940 (as amended) and as such investors in the Scheme will not be entitled to the benefits of such legislation. Persons resident in territories other than the UK should consult their professional advisers as to whether they require any governmental or other consents or need to observe any formalities to enable them to apply for, acquire, hold or dispose of the New Shares.

Neither the US Securities Exchange Commission nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved the New Shares or passed upon or endorsed the merits of the offering of the New Shares or the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

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ASCI Shareholders who are resident in, or citizens of, territories outside of the United Kingdom should read the section headed "Overseas ASCI Shareholders" in Part 4 (Details of Issue and Scheme) of this Prospectus.

The publication or delivery of this Prospectus shall not under any circumstances imply that the information contained in this Prospectus is correct as at any time subsequent to the date of this Prospectus or that there has not been any change in the affairs of the Company since that date.

The Prospectus has been drawn up in accordance with the UK Prospection Regulation. No arrangement has been made with the competent authority in any other jurisdiction for the use of this Prospectus as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdictions.

Without limitation, neither the contents of the Website, the AIFM's website, JPM's website, the Depositary's website (or any other website) nor the content of any website accessible from hyperlinks on the Website or the AIFM's website (or any other website) is incorporated into, or forms part of this Prospectus, or has been approved by the FCA.

17 October 2023

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	CONTENTS
		Page
UK PROSPECTUS REGULATION SUMMARY	5
RISK FACTORS	12
IMPORTANT INFORMATION	19
EXPECTED TIMETABLE	28
ISSUE STATISTICS	29
DEALING CODES	29
DIRECTORS, AIFM, INVESTMENT MANAGER AND OTHER ADVISERS	30
PART 1 THE COMPANY AND THE INVESTMENT MANAGER	32
PART 2 INVESTMENT STRATEGY AND PORTFOLIO	39
PART 3 DIRECTORS, MANAGEMENT AND ADMINISTRATION OF THE COMPANY ....	45
PART 4 DETAILS OF THE SCHEME AND THE ISSUE	52
PART 5	FINANCIAL INFORMATION	61
PART 6	UK TAXATION	65
PART 7	GENERAL INFORMATION	69
PART 8	DEFINITIONS	86

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UK PROSPECTUS REGULATION SUMMARY

INTRODUCTION AND WARNINGS

1. INTRODUCTION, CONTAINING WARNINGS

The name of the issuer is Shires Income plc (the Company). The Company's LEI number is 549300HVCIHNQNZAYA89.

The ISIN for the ordinary shares of the Company to be admitted to trading in connection with the scheme of reconstruction of abrdn Smaller Companies Income Trust plc (ASCI) (the Scheme) is GB0008052507. The SEDOL is 0805250. The Company can be contacted by writing to its registered office at 280 Bishopsgate, London EC2M 4AG or by calling Freephone: 0808 500 0040 (open Monday to Friday, 9 a.m. to 5.00 p.m., excluding public holidays in England and Wales) or emailing [e-mail].

The Prospectus was approved on 17 October 2023 by the Financial Conduct Authority (the FCA) of 12 Endeavour Square, London E20 1JN (Tel: [phone]).

Warning

This summary should be read as an introduction to this Prospectus. Any decision to invest in securities should be based on consideration of this Prospectus as a whole by the investor. The investor could lose all or part of its invested capital. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

2. KEY INFORMATION ON THE ISSUER

2.1 Who is the issuer of the securities?

The Company is a public company with limited liability incorporated in England and Wales and domiciled in the United Kingdom. The Company is an investment company under section 833 of the Companies Act 2006. It is subject to the Listing Rules and the DTR and operates under the Companies Act 2006 and regulations made thereunder. The Company's LEI number is 549300HVCIHNQNZAYA89.

The Company is an investment trust and its investment objective is to provide shareholders with a high level of income, together with the potential for growth of both income and capital, from a diversified portfolio substantially invested in UK equities but also in preference shares, convertibles and other fixed income securities. The principal activity of the Company is investing substantially in UK equities.

As at close of business on 13 October 2023, being the latest practicable date prior to the publication of this Prospectus, in so far as it is known to the Company, and as notifiable under the DTRs, there were no people who held directly or indirectly 3 per cent. or more of the issued Ordinary Shares or the Company's voting rights.

As at close of business on 13 October 2023, being the latest practicable date prior to the publication of this Prospectus, the Company and the Directors are not aware of any person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company.

The Company has appointed abrdn Fund Managers Limited (AFML or the AIFM) as the Company's alternative investment fund manager to provide overall portfolio and risk management services to the Company. The AIFM has appointed abrdn Investments Limited (AIL or the Investment Manager) to manage the Portfolio.

The Board is comprised of:

• Robert Talbut (Chairman)

• Robin Archibald

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