Publication of Circular and Notice of General...

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, ANY MEMBER STATE OF THE EEA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

LEI:	2138008U8QPGAESFYA48

11 August 2026

Pacific Assets Trust plc

Publication of Circular and Notice of General Meetings

 

As announced by Pacific Assets Trust plc (the " Company " or " PAC ") on 11 June 2026, the Board of the Company has agreed terms with the board of Schroder Asian Total Return Investment Company plc (" ATR" ) for a combination of the assets of the Company with ATR (the " Proposals "). If approved by the Company's shareholders (" Shareholders ") and ATR's shareholders, the Proposals will be implemented by way of a scheme of reconstruction and members' voluntary winding up of the Company under section 110 of the Insolvency Act (the " Scheme ") and the associated transfer of part of the Company's cash, assets and undertaking to ATR in exchange for the issue of new shares in ATR (" New ATR Shares ") to Shareholders who are deemed to have elected to roll over their investment in the Company into ATR.

The Company is today publishing a circular (the " Circular ") in respect of the Scheme. The date on which the Scheme becomes effective (the " Effective Date ") is expected to be 24 September 2026.

Pursuant to the Scheme, eligible Shareholders will be entitled to elect to receive in respect of some or all of their PAC Shares:

• New ATR Shares (the " Rollover Option "); and/or
• cash (the " Cash Option ").

The Proposals are conditional on, among other things, the approval of Shareholders at the First General Meeting of the Company to be held at 11.00 a.m. on 9 September 2026 and the Second General Meeting of the Company to be held at 10.00 a.m. on 24 September 2026, and the approval by shareholders of ATR of the issue of the New ATR Shares.

The Cash Option is limited to 25 per cent. of the Company's Shares in issue (excluding Shares held in treasury) as at the Calculation Date and will be subject to a two per cent. discount. Should total elections, including deemed elections, for the Cash Option exceed 25 per cent. of the Company's Shares in issue (excluding Shares held in treasury) as at the Calculation Date, excess elections for the Cash Option will be scaled back into New ATR Shares on a pro-rata basis.

The number of New ATR Shares to be issued to Shareholders under the Rollover Option will be calculated on a Formula Asset Value (" FAV ")-to-FAV basis.

New ATR Shares will be issued as the default option under the Scheme in the event that Shareholders do not make a valid election for the Cash Option under the Scheme, or only elect for the Cash Option in respect of a proportion of their Shares, or to the extent elections, including deemed elections, for the Cash Option are scaled back as a result of the Cash Option being oversubscribed.

The Board considers the Proposals to be in the best interests of Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions required to implement the Proposals at the General Meetings.

Background

On 11 December 2025, the Board announced that, following changes to its portfolio management arrangements implemented by First Sentier Group and having consulted with Shareholders, it had launched a formal review of its strategic options.

Pursuant to the strategic review, the Board received and considered a range of possible options for the future direction of the Company. These included continuing to engage FSSA Investment Managers, an autonomous investment group within First Sentier Group, as the Company's portfolio manager, appointing an external third-party portfolio manager and entering into a combination with another investment company. The Board was pleased that the Company received interest from a large number of high-quality management groups, including FSSA Investment Managers. All proposals received pursuant to the strategic review were evaluated in detail by the Board with the assistance of the Company's financial adviser, Investec Bank plc.

The Board announced the conclusion of the strategic review on 11 June 2026, confirming that it had agreed, in principle, the terms for a combination of the assets of the Company with ATR by means of the Scheme, which will also provide Shareholders with the option of a limited cash exit.

Benefits of the Proposals

 

The Board believes the Proposals should provide the following benefits for Shareholders:

• Asia Pacific strategy expertise : Exposure to ATR's award-winning investment strategy managed by Robin Parbrook and Lee King Fuei supported by Schroders' deep resources on the ground in Asia, including 15 portfolio managers and 47 analysts operating across six Asian offices with total assets under management as at 31 July 2026 of approximately £40.8 billion. Robin and King Fuei have managed ATR since Schroders took over the mandate in 2013 and the underlying Asian total return strategy since 2007 (with total assets under management of approximately £5.86 billion as at 31 July 2026).

 

• Long-term performance track record : To 31 July 2026, ATR has delivered annualised NAV total returns of 41.8 per cent., 20.6 per cent., 10.8 per cent. and 13.2 per cent. over the last one, three, five and 10 years, respectively. This compares to the annualised returns of the MSCI AC Asia Pacific ex Japan Index (with net income reinvested), Sterling adjusted, of 32.3 per cent., 17.6 per cent., 9.0 per cent. and 9.6 per cent. over the same time periods.

• Robust discount control : The ATR Board aims to achieve a discount no wider than five per cent. of NAV (calculated on a cum-income basis) in normal market conditions. To the Latest Practicable Date, the three-month average discount to NAV at which ATR Shares have traded was 4.4 per cent. This compares to a three-month average discount to NAV of 8.0 per cent. for the PAC Shares over the same period. To the Latest Practicable Date, the 12-month average discount to NAV at which ATR Shares have traded was 3.1 per cent. Accordingly, for Shareholders who are deemed to elect for the Rollover Option, the Proposals should deliver an immediate uplift in the market value of their shareholding (whilst ATR Shareholders will continue to benefit from ATR's robust and long-established discount control). In addition, ATR offers a continuation vote at three-yearly intervals, with the next vote due to be held at its annual general meeting in 2028.

• Increased scale, relevance and liquidity : The enlarged ATR is expected to have a pro forma NAV of approximately £1.04 billion, based on the two companies' respective NAVs as at the Latest Practicable Date, and assuming the Cash Option is subscribed in full. With greater scale, it is anticipated that the Enlarged ATR will be attractive to a wider range of investors, who may have been constrained by ownership restrictions, and that the secondary market for its shares will be more liquid.

• Revised management fee structure : Subject to and with effect from the completion of the Scheme, Schroder Unit Trusts Limited (" SUTL" ), ATR's manager, has agreed to amend its base management fee with respect to the Enlarged ATR such that: (i) a new annual management fee tier of 0.50 per cent. (applicable in excess of £500 million) will be introduced; and (ii) the basis on which the management fee is calculated will be changed to the lower of market capitalisation and NAV. In addition, the cap on total fees (including the performance fee) payable by ATR to SUTL will be reduced from its current level of 1.25 per cent. of ATR's closing NAV per annum to 1.15 per cent. of ATR's closing NAV per annum. The ATR Board and SUTL have also agreed to make an adjustment to the performance fee payable to SUTL by ATR in respect of the two financial years covering the period from 1 January 2026 to 31 December 2027 so as to ensure that PAC Shareholders who are deemed to elect for the Rollover Option do not bear a performance fee in respect of a period prior to the Effective Date, during which they will not have received the benefit of ATR's performance.

• Lower ongoing charges: Following completion of the Scheme, based on the two companies' respective NAVs as at the Latest Practicable Date, and assuming the Cash Option is fully subscribed, it is estimated that the ongoing charges ratio of ATR would drop to 0.66 per cent. (excluding performance fees; on an ongoing basis), compared to 0.80 per cent. for ATR in the financial year to 31 December 2025 and 1.10 per cent. for PAC in the financial year to 31 January 2026.

• Marketing and promotional resources : Schroders is a leading provider of investment trusts in the UK and currently manages fifteen investment trusts with total assets under management of approximately £11.2 billion as at 31 July 2026. Schroders promotes ATR across the UK to key investor channels including institutional, wealth and retail. Schroders' sales team, with 30 professionals, provides direct access for professional investors to the ATR investment team. ATR has access to extensive marketing resource: two experienced investment trust marketers are supported by over 50 marketing professionals across a wide range of disciplines. PR is managed by Schroders' in-house team of three dedicated PR specialists, with additional support from the wider Schroders PR team and external agencies.

• Tax-efficient rollover and cash exit opportunity for Shareholders : As part of the Scheme, PAC Shareholders are able to roll over their Shares on a tax-efficient basis into ATR on a FAV-for-FAV basis and are being offered a cash exit opportunity (at a value equal to a two per cent. discount to the value of the proportion of the PAC Residual FAV attributable to Shares elected, or deemed to have been elected, for the Cash Option and less the PAC Realisation Costs attributable to the Cash Pool), such cash exit limited to a maximum of 25 per cent. of PAC's issued Share capital (excluding Shares held in treasury) as at the Calculation Date.

• SUTL Contribution : SUTL has agreed to make a material contribution to the costs of the Proposals. This is expected to offset the Direct Transaction Costs of the Scheme for existing ATR Shareholders. PAC Shareholders who are deemed to elect for the Rollover Option will also benefit from this contribution, which, in conjunction with the aggregate PAC Cash Discount Benefit, is expected to offset the Direct Transaction Costs of the Scheme incurred by PAC and to help defray portfolio realignment costs for PAC Shareholders who are deemed to elect for the Rollover Option.

• Performance-related Tender Offer : Conditional on the Scheme completing, ATR will put forward a performance-related tender offer for up to 15 per cent. of its issued share capital (excluding any shares held in treasury) to ATR Shareholders if, over the five-year period from 31 December 2025 to 31 December 2030, ATR's NAV total return does not exceed the total return of the ATR Reference Index.

 

Summary Information on ATR

 

ATR's investment objective is to provide a high rate of total return through investment in equities and equity-related securities of companies trading in the Asia Pacific region (excluding Japan), and to offer a degree of capital preservation through the tactical use of derivative instruments. As at the Latest Practicable Date, ATR's unaudited net asset value (cum income with debt at fair value) was approximately £659.4 million .

Following the implementation of the Proposals, it is intended that the Enlarged ATR will continue to be managed on the same basis as ATR is currently. In particular, ATR's investment objective and investment policy will not change as a result of the implementation of the Proposals, and ATR's portfolio will continue to be managed by ATR's portfolio managers, Robin Parbrook and Lee King Fuei. Mr Parbrook and Mr Lee are supported by a comprehensive and highly experienced investment resource in the Schroders' Asia Pacific ex-Japan equities team, which, as at 31 July 2026, comprised 47 research analysts located across six Asian offices, averaging 15 years' investment experience.

 

Investment policy

ATR invests principally in a diversified portfolio of 40 to 70 companies operating primarily in Asia, including Australasia but excluding Japan. It is intended that ATR will have a bias to investing in small- and mid-cap companies.

Investments may be made in companies listed on the stock markets of countries located in the region and/or listed elsewhere but controlled from within the region and/or with a material exposure to the region. ATR will focus on investing in companies with sound balance sheets, professional management and capital allocation policies that are aligned with the interests of minority shareholders.

The use of derivatives to protect the capital value of the ATR portfolio or for efficient portfolio management is fundamental to the strategy of ATR's portfolio managers. Such derivatives may include listed futures, call options, long puts, OTC instruments and instruments to hedge currency exposure with ATR Board approval. The ATR Board will monitor the effectiveness of the underlying process and the use of derivatives.

In order to obtain further exposure to equity indices or individual stocks, ATR may enter into contracts for difference where the underlying investments are not delivered and settlement is made in cash. In extreme circumstances, and subject to ATR Board approval, the majority, or even all, of ATR's assets could be held in cash or near cash instruments, with appropriate diversification of cash held on deposit.

ATR may use gearing to enhance performance, but net gearing will not exceed 30 per cent. of ATR's net asset value.

ATR does not tie its portfolio construction to the constituents of any benchmark. Instead, the size of stock positions is set on an absolute basis reflecting where the best potential risk adjusted returns are to be found.

ATR Investment Strategy

 

Schroders' philosophy is an active fundamental approach with a focus on companies that grow shareholder value in the long-term. Schroders believes that equity markets are not efficient in Asia and that many of the best investment ideas are not well researched. Thus, to generate alpha over the long-term, Schroders believes the best approach is to focus on bottom-up stock analysis.

In focusing on fundamentals, Schroders believes investments must first be of high quality, which is defined by both the quality of earnings as well as the quality of management. Secondly, the investments must exhibit structurally superior return profiles, which are defined as those companies that can earn a higher return on investment capital than their weighted average cost of capital.

Furthermore, given Asian equities are a volatile asset class, ATR's strategy provides a top-down overlay in addition to its bottom-up fundamentals driven stock selection process, through the disciplined use of quantitative models to identify and hedge potential downside risk in markets. Derivatives are used to manage these potential downside risks and volatility inherent in equity market investing, whilst maintaining exposure to the portfolio's capital growth potential.

ATR's Performance Track Record

The table below sets out ATR's relative performance (unaudited) against the ATR Reference Index over various time horizons to 31 July 2026.

To 31 July 2026	6M	1Y	3Y	5Y	10Y
NAV Total Return	21.9	41.8	20.6	10.8	13.2
ATR Share Price Total Return	20.0	40.7	20.6	10.0	13.6
MSCI AC Asia Pacific Ex-Japan (Index) Total Return	14.3	32.3	17.6	9.0	9.6

 

Source : Morningstar, net income reinvested, net of ongoing charges and portfolio costs and, where applicable, performance fees in GBP. Total return is the theoretical return to shareholders that measures the combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Past performance is not a reliable indicator of future results. The value of investments and any income from them may fall as well as rise and you may not get back the full amount invested.

Management fees

 

Existing management fee arrangements

 

The existing annual management fee payable by ATR to SUTL is at a rate of 0.65 per cent. of the gross assets of ATR less cash and cash equivalents (the " ATR Base Fee "). A performance fee is also payable to SUTL amounting to 10 per cent. of any outperformance of the ATR NAV over an annual hurdle of seven per cent., provided that the closing NAV per ATR Share exceeds the "high water mark" NAV per ATR Share at the date the last performance fee was paid (the " ATR Performance Fee "). The sum of the ATR Base Fee and any ATR Performance Fee payable is capped at 1.25 per cent. of ATR's NAV as at the end of the relevant financial year (the " ATR Fee Cap ").

In addition, SUTL may only be paid a performance fee when ATR's NAV total return is equal to or greater than the total return of the ATR Reference Index (the " Reference Index Condition ").

The ATR Base Fee is calculated and paid quarterly in arrear. If ATR invests in funds managed or advised by SUTL, any fees earned by SUTL from those investments are rebated to ATR.

Proposed amendments to the ATR Base Fee and ATR Fee Cap

 

With effect from the Effective Date, and conditional on the Scheme becoming effective, ATR and SUTL have agreed to replace ATR's existing fee arrangements with a new competitive fee structure as follows:

• 0.65 per cent. per annum on the first £500 million on the lesser of ATR's NAV and its market capitalisation; and

• 0.50 per cent. per annum on the lesser of ATR's NAV and its market capitalisation over £500 million.

With effect from the Effective Date, and conditional upon the Scheme becoming effective, SUTL has agreed that the ATR Fee Cap will be reduced from the current 1.25 per cent. of ATR's financial year end NAV per annum to 1.15 per cent. of ATR's financial year end NAV per annum.

ATR Performance Fee Transitional Arrangements

Conditional on the Scheme becoming effective, ATR and SUTL have agreed to alter the basis for the calculation of the ATR Performance Fee (if any) payable to SUTL by ATR in respect of the two financial years covering the period from 1 January 2026 to 31 December 2027 so that:

(a) the ATR Performance Fee (if any) otherwise payable in respect of the financial year ending 31 December 2026 will instead be calculated on the basis of any outperformance of ATR's NAV over a truncated period from 1 January 2026 to the Calculation Date; and

(b) the ATR Performance Fee (if any) otherwise payable in respect of the financial year ending 31 December 2027 will instead be calculated on the basis of any outperformance of ATR's NAV over an elongated period from the day immediately following the Calculation Date to 31 December 2027.

For these purposes, the annual hurdle of seven per cent. and the ATR Fee Cap (being, in respect of the period from 1 January 2026 to the Calculation Date, 1.25 per cent. of the Company's closing NAV as at the Calculation Date and, in respect of the period from the day immediately following the Calculation Date to 31 December 2027, 1.15 per cent. of the Company's closing NAV as at 31 December 2027) applicable to the calculation of the relevant ATR Performance Fee will be prorated to reflect the reduction or increase (as applicable) in the length of the relevant period over which the performance of ATR's NAV is measured.

The "high water mark" for the purposes of determining whether such performance fee is payable to SUTL will not be altered under these arrangements, meaning that if a performance fee is paid based on ATR's Net Asset Value on the Calculation Date, the NAV per ATR Share on the Calculation Date will become the prevailing "high water mark".

The ATR Board and SUTL have agreed these transitional ATR Performance Fee arrangements to ensure that PAC Shareholders who are deemed to elect for the Rollover Option do not bear an ATR Performance Fee in respect of a period prior to the Effective Date, during which they will not have received the benefit of ATR's performance.

Scheme Mechanics and Entitlements under the Scheme

Pursuant to the Scheme, which is conditional on, among other things, the approval of Shareholders, eligible Shareholders will be entitled to elect to receive in respect of some or all of their Shares:

• New ATR Shares (the " Rollover Option "); and/or
• cash (the " Cash Option ").

The maximum number of Shares (in aggregate) that can be elected for the Cash Option is 25 per cent. of the total number of Shares in issue (excluding Shares held in treasury) as at the Calculation Date (the " Maximum Cash Option Shares "). Shareholders are entitled to elect for the Cash Option in an amount in excess of 25 per cent. of their respective individual holdings of Shares as at the Calculation Date (being the " Basic Entitlement ", and such excess amount being an " Excess Application "). However, if aggregate Elections for the Cash Option exceed the Maximum Cash Option Shares, Shareholders who have made an Election for the Cash Option in excess of their Basic Entitlement shall have their Excess Applications scaled back in a manner which is, as near as practicable, pari passu and pro rata among all Shareholders who have made such Excess Applications such that the aggregate number of Shares so elected will equal the Maximum Cash Option Shares.

Eligible Shareholders will by default receive New ATR Shares pursuant to the Rollover Option to the extent that they do not make a valid election for the Cash Option in respect of some or all of their Shares or to the extent that their elections for the Cash Option are scaled back in accordance with the Scheme. New ATR Shares issued pursuant to the Rollover Option will be issued on the basis of the ratio of the PAC Rollover FAV per Share to the ATR FAV per Share.

Scheme Mechanics

In order to implement the Scheme, on the Calculation Date (being close of business on 17 September 2026), or as soon as practicable thereafter, the Directors and the PAC Portfolio Manager, in consultation with the proposed Liquidators, shall finalise the division of the Company's cash, assets and undertaking into three separate and distinct pools, as follows and in the following order:

• firstly, there shall be appropriated to the liquidation pool (the " Liquidation Pool ") such of the cash, assets and undertaking of the Company (including, without limitation, the right to receive any and all interest, assets representing accrued dividend income and withholding tax due but not paid to the Company as at the Calculation Date and other assets or investments not suitable to be transferred to ATR (if any)) that the Liquidators may call in, realise and convert into cash as they consider necessary and estimated by the proposed Liquidators to be sufficient to meet the outstanding known, current and future, actual and contingent liabilities of the Company, and an amount considered by the Liquidators to be appropriate to provide for any unascertained, unknown or contingent liabilities of the Company following its entry into liquidation (such amount not expected to exceed £100,000 in aggregate) (the " Liquidators' Retention ");

• secondly, there shall be appropriated to the cash pool (the " Cash Pool ") such proportion of the cash, assets and undertaking of the Company as shall equal the PAC Cash FAV (this is expected to be constituted entirely of cash as at the Calculation Date); and

• thirdly, there shall be appropriated to the rollover pool (the " Rollover Pool ") the balance of the cash, assets and undertaking of the Company.

Subject to the passing of the Resolutions at the First General Meeting (and such Resolutions becoming unconditional):

• the Shares in respect of which Shareholders are deemed to have made valid Elections for the Rollover Option will be reclassified as Shares with "A" rights (being rights to receive such number of New ATR Shares as is calculated in accordance with the terms of the Scheme); and

• the Shares in respect of which Shareholders have made, or are deemed to have made, valid Elections for the Cash Option will be reclassified as Shares with "B" rights (being rights to receive such portion of the Cash Pool to which they are entitled in accordance with the terms of the Scheme).

Subject to the passing of the Resolution at the Second General Meeting (and satisfaction of the other conditions of the Scheme), the Company will be placed into members' voluntary liquidation and the Scheme will take effect from the Effective Date. If the Scheme becomes effective:

• within 10 Business Days after the Effective Date, the Liquidators will make, via the Registrar, a cash distribution to Shareholders who have validly elected, or are deemed to have elected, for the Cash Option (being the holders of Reclassified Shares with "B" rights) in accordance with their respective entitlements under the Scheme;

• the Liquidators (in their personal capacity and on behalf of the Company) will enter into the Transfer Agreement with ATR. Pursuant to the Transfer Agreement, the cash, assets and undertaking comprising the Rollover Pool will be transferred to ATR and, in return, the relevant number of New ATR Shares will be allotted to the Liquidators who will renounce the New ATR Shares in favour of Shareholders who are deemed to have elected for the Rollover Option (being the holders of Reclassified Shares with "A" rights); and

• the Liquidation Pool will be applied by the Liquidators in discharging all current and future liabilities of the Company and, if there is any balance remaining after discharging such liabilities, the Liquidators will in due course pay such surplus to Shareholders on the Register as at the Effective Date pro rata to their respective holdings of Shares, provided that, if any such amount payable to any Shareholder is less than £5.00, it will not be paid to such Shareholder and will instead be aggregated and paid by the Liquidators to the Nominated Charity. The Liquidators will also be entitled to make interim payments to Shareholders in proportion to their holdings of Shares. Shareholders should therefore keep the Registrar advised of any changes to their details after the Effective Date. Any such subsequent distributions are likely to be made by the Registrar by way of cheque only. For these purposes, any Shares held by Dissenting Shareholders will be ignored.

Entitlements under the Cash Option

 

It is expected that, on its creation on the Calculation Date, the Cash Pool will comprise predominantly cash and cash equivalents. Accordingly, there is expected to be no or minimal realignment in respect of assets attributable to the Cash Pool after the Calculation Date.

The value of the Cash Pool upon its creation will be equal to the PAC Cash FAV. The PAC Cash FAV will be an amount equal to the PAC Residual FAV multiplied by the total number of Reclassified Shares with "B" rights as a proportion of the total number of Shares in issue (excluding Shares held in treasury) as at the Calculation Date less: (i) a discount of two per cent. applied to such value (the " Cash Option Discount "); then (ii) the proportion of the PAC Realisation Costs attributable to the Cash Pool.

The benefit arising from the Cash Option Discount will be applied as follows

a) firstly, to the PAC Rollover FAV until, in conjunction with the PAC SUTL Contribution (but prior to the application of the PAC SUTL Contribution), the Direct Transaction Costs of PAC and the PAC Realisation Costs, each as allocated to the Rollover Pool, have been fully defrayed (the " PAC Cash Discount Benefit "); and

b) thereafter, for the benefit of the Enlarged ATR.

Pursuant to the Scheme, a Shareholder who validly elects, or is deemed to have elected, for the Cash Option will receive (as a holder of Reclassified Shares with "B" rights) their pro-rata share of the Cash Pool, rounded down to the nearest penny (the " Cash Entitlement ").

Cash Entitlements payable to Shareholders who elect, or are deemed to elect, for the Cash Option under the Scheme will be distributed within 10 Business Days after the Effective Date by the Liquidators, through the Registrar and pursuant to the Scheme, in cash to each Shareholder entitled thereto.

Entitlements under the Rollover Option

 

The Rollover Pool will comprise the balance of the cash, assets and undertaking of the Company (after the deduction of the value of the Cash Pool and the value of the Liquidation Pool).

Pursuant to the Scheme, a Shareholder who is deemed to have elected for the Rollover Option will receive (as a holder of Reclassified Shares with "A" rights) such number of New ATR Shares as is produced by dividing the value of the PAC Rollover FAV per Share by the ATR FAV per Share, and multiplying the resulting number by the aggregate number of Shares that are deemed to have been elected for the Rollover Option by the relevant Shareholder.

The PAC Rollover FAV will be an amount equal to the PAC Residual FAV multiplied by the total number of Reclassified Shares with "A" rights as a proportion of the total number of Shares in issue (excluding Shares held in treasury) as at the Calculation Date, adjusted by: (i) deducting the proportion of the PAC Realisation Costs attributable to the Rollover Pool; and (ii) adding the value of each of the PAC Cash Discount Benefit and the PAC SUTL Contribution. The PAC Rollover FAV per Share will be an amount equal to the PAC Rollover FAV divided by the total number of Reclassified Shares with "A" rights (expressed in pence), calculated to six decimal places (with 0.0000005 or above rounded down).

The ATR FAV will be an amount equal to ATR's Net Asset Value (as determined in accordance with ATR's normal accounting policies and including the adjusted accrual required for the ATR Performance Fee) as at the Calculation Date, adjusted by: (i) deducting the value of: (a) any Direct Transaction Costs of ATR not already incurred or accrued in the ATR NAV as at the Calculation Date; and (b) any dividends announced or declared by ATR but not reflected in ATR's Net Asset Value or paid prior to the Calculation Date; and (ii) adding the benefit of the ATR SUTL Contribution.

Fractional entitlements to New ATR Shares will not be issued pursuant to the Scheme and entitlements will be rounded down to the nearest whole number of New ATR Shares. All fractional entitlements to New ATR Shares will be aggregated and sold in the market by the Registrar as soon as practicable after the Effective Date. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed by the Registrar in due proportions to Shareholders who would otherwise have been entitled to such fractions provided that individual entitlements to amounts of less than £5.00 will not be paid to Shareholders but will be retained for the benefit of the Enlarged ATR.

Illustrative entitlements

For illustrative purposes only , had the Calculation Date been market close on the Latest Practicable Date, and assuming there are no Dissenting Shareholders and that the Cash Option is subscribed in full, and after taking account of the PAC Interim Dividend of 3.8 pence per Share:

• the PAC Rollover FAV per Share would have been 444.171721 pence and the ATR FAV per Share would have been 712.554616 pence, which, for the Rollover Option, would have produced a conversion ratio of 0.623351 and, in aggregate, 53,419,236 New ATR Shares would have been issued to PAC Shareholders who were deemed to have elected for the Rollover Option under the Scheme; and

• the PAC Cash FAV would have been approximately £124 million, which would give rise to a PAC Cash FAV per Share of 434.067493 pence.

The above figures are for illustrative purposes only and do not represent forecasts. The PAC Rollover FAV per Share, ATR FAV per Share, PAC Cash FAV, PAC Cash FAV per Share and Shareholders' entitlements under the Proposals may change materially up to the Calculation Date as a result of, inter alia , changes in the value of investments. In addition, the illustrative PAC Rollover FAV per Share and the illustrative PAC Cash FAV per Share do not take into account the PAC Realisation Costs attributable to the Rollover Pool or the PAC Realisation Costs attributable to the Cash Pool, respectively, as they are not known as at the Latest Practicable Date.

 

Costs of Implementing the Proposals

Direct Transaction Costs

The Company and ATR have each agreed to bear their own costs in relation to the Proposals.

The Direct Transaction Costs of the Proposals payable by the Company (which, for the avoidance of doubt, exclude the PAC Realisation Costs, which are not known as at today's date) are expected to be approximately £1.42 million inclusive of VAT (which is assumed to be irrecoverable where applicable). For the avoidance of doubt, this estimate of costs excludes the Liquidators' Retention (estimated at £100,000) to cover unknown or unascertained liabilities of the Company.

For those Shareholders who are deemed to have elected for the Rollover Option under the Scheme, the Direct Transaction Costs of the Proposals payable by the Company are expected to be fully offset by the Cash Option Discount (assuming the Cash Option is fully subscribed).

The Direct Transaction Costs of the Proposals payable by ATR are expected to be approximately £815,000 inclusive of VAT (which is assumed to be irrecoverable where applicable). In addition, the Enlarged ATR will incur admission fees in respect of the admission of the New ATR Shares and transfer taxes/costs based on the value and constitution of the Rollover Pool, including all costs, expenses, commissions, taxes or similar payable by PAC in connection with the transfer of the Rollover Pool to ATR.

In the event that either PAC Shareholders or ATR Shareholders resolve not to proceed to implement the Scheme or the Company's Directors or the ATR Directors decide not to implement the Scheme on the terms described in the Circular, then each party will bear its own abort costs.

For the avoidance of doubt, in any event where the Scheme is not implemented, the admission fees and transfer taxes/costs that would have been payable by the Enlarged ATR will not be payable, but dealing costs may still have been incurred by the Company in disposing of assets in order to meet Elections made or deemed to have been made under the Scheme and in reorganising the Company's portfolio in respect of the Rollover Pool to be established pursuant to the Scheme.

As noted above, the Liquidators' Retention is estimated at £100,000 and will be retained by the Liquidators to meet any unknown or unascertained liabilities of the Company. This retention is in addition to any provisions made in the calculations of the PAC Residual FAV and the PAC Residual FAV per Share in respect of known and ascertained liabilities of the Company.

SUTL Costs Contribution

SUTL has agreed to make a contribution to the costs of the Proposals by means of a waiver of the ATR Base Fee.

The waiver will be in an amount equal to 15 months of the amended ATR Base Fee (at the applicable incremental rate) on the value of the Rollover Pool, all calculated as at the Calculation Date and capped at the higher of: (a) the value of such waiver had the Cash Option been taken up in full; and (b) £2,750,000 (the " SUTL Contribution" ).

If the PAC Rollover FAV, excluding the add-back of the benefit of the PAC SUTL Contribution, is of a value less than £325 million and the Direct Transaction Costs incurred by ATR have not been completely defrayed by the ATR SUTL Contribution, then the value of the ATR SUTL Contribution will be increased until it has covered the Direct Transaction Costs incurred by ATR and the value of the PAC SUTL Contribution will be reduced accordingly (the " SUTL Contribution Rebalancing ").

Subject to the SUTL Contribution Rebalancing, the SUTL Contribution will be applied in the calculation of the ATR FAV and the PAC Rollover FAV on the following basis:

· firstly, the SUTL Contribution will be applied as an upwards adjustment in calculating the ATR FAV in an amount equal to ATR's Direct Transaction Costs, provided that no more than 50 per cent. of the SUTL Contribution will be so applied;

• secondly, the SUTL Contribution will be applied as an upwards adjustment in calculating the PAC Rollover FAV to the extent that PAC's Direct Transaction Costs and the PAC Realisation Costs have not already been fully defrayed by the application of the PAC Cash Discount Benefit; and

• with any balance thereafter applying for the benefit of the Enlarged ATR.

Based on the Company's NAV as at the Latest Practicable Date, and assuming the Cash Option is fully subscribed, the value of the SUTL Contribution would be approximately £2.4 million.

Conditions of the Proposals

Implementation of the Proposals is subject to a number of conditions, including:

• the PAC Directors and the ATR Directors each resolving to proceed with the Scheme;

• the passing of the Resolutions to be proposed at the General Meetings, or any adjournment of those meetings, and upon any conditions of such Resolutions being fulfilled;

• the passing of the ATR Allotment Resolution, and its becoming unconditional in all respects;

• the FCA agreeing to amend the listing of the Shares to reflect their reclassification as Reclassified Shares for the purposes of implementing the Scheme; and

• the London Stock Exchange confirming to ATR or its agents (and such confirmation not having been withdrawn) that the New ATR Shares will be admitted to trading on the Main Market, subject only to allotment.

If any condition is not satisfied, the Proposals will not become effective, the Company will not proceed with the members' voluntary winding up and the Company will instead continue in existence, being managed under its current investment policy. In such circumstances the Board will reassess the options available to the Company at that time.

 

If the issue of New ATR Shares pursuant to the Scheme would require ATR to allot 100 per cent. or more of its existing issued share capital as at the date of allotment of the New ATR Shares, the PAC Directors and the ATR Directors shall be entitled, acting reasonably, to make such adjustments to the entitlements of Shareholders to New ATR Shares under the Scheme as they see fit.

Dividends

 

PAC Interim Dividend

 

In order to ensure that the Company meets the distribution requirements to maintain investment trust status in respect of the period from 31 January 2026 to the Effective Date, the Board has declared an interim dividend of 3.8 pence per Share, which will be paid on 18 September 2026 (the " PAC Interim Dividend "). The PAC Interim Dividend will be paid to Shareholders who are on the Register as at close of business on 28 August 2026. The ex-dividend date for the PAC Interim Dividend is 27 August 2026. It is not expected that any further dividends will be paid by the Company in advance of the Effective Date.

All Shareholders will be entitled to receive the PAC Interim Dividend, regardless of whether they elect (or are deemed to elect) for the Rollover Option or the Cash Option under the Scheme.

Future ATR dividends

New ATR Shares issued in connection with the Scheme will rank fully pari passu in all respects with existing ATR Shares other than in respect of any dividends which have a record date prior to the issue of those New ATR Shares.

If the Proposals are implemented, ATR will maintain its current policy of paying an annual final dividend equal to substantially all its revenue.

ATR paid a dividend of 11.5 pence per ATR Share (being 1.87 per cent. of the NAV per ATR Share as at 18 March 2026) on 11 May 2026. ATR's next dividend will be paid following its 2027 annual general meeting, expected to be held in May 2027, subject to approval by ATR Shareholders. The quantum of this dividend will be announced by the ATR Board following the publication of its annual report and accounts for the year ended 31 December 2026.

Management of the Company's Portfolio Prior to Implementation of the Scheme

 

Portfolio realignment

 

In preparation for the implementation of the Scheme, the Board has instructed the PAC Portfolio Manager to commence the reorganisation of the Company's investment portfolio so as to ensure that, by the Calculation Date, the Rollover Pool only contains assets that are suitable for transfer to ATR in accordance with ATR's investment objective and policy and strategy, and that have been agreed in advance between ATR (in consultation with SUTL) and the Company as being acceptable to ATR, and also to ensure that the Company has sufficient cash to meet the amounts expected to be due in respect of Elections for the Cash Option and any remaining indebtedness and/or liabilities.

Notwithstanding these priorities, the Company will seek to maintain equity investment exposure up until the Calculation Date and thereafter for Shareholders participating in the Rollover Option, through investment in ETF instruments with exposure to relevant regional or country indices. For the purposes of achieving this, the Board has relaxed some of the restrictions placed on the PAC Portfolio Manager with respect to portfolio concentration by instrument and look-through exposure to underlying companies with a high weighting in the relevant index. It is anticipated that ETF exposure may constitute up to 90 per cent. of the Company's portfolio prior to the Effective Date.

Less liquid investments

 

In anticipation of the Scheme being effected, the PAC Portfolio Manager was instructed to start the process of selling the Company's less liquid holdings. The sales to date have been achieved at prices in line with expectations given market and specific stock dynamics, including in some cases at modest discounts to prices prevailing before the realisation process began. As at the date of this document, the Company still holds five investments that are considered less liquid with an aggregate fair value as at the Latest Practicable Date of approximately 3.6 per cent. of NAV. These are listed investments where the time required to realise the entirety of the holding exceeds 20 days, based on 20 per cent. of the stock's average daily trading volume over the previous 90 trading days. The Company is seeking to realise these investments prior to the Calculation Date. The disposal of such investments may be at a material discount to their carrying value and there is no certainty that all (or any) of these investments will be sold prior to the Calculation Date. In the event that these investments have not been sold prior to the Calculation Date, they will continue to be held for sale by the Company after the Effective Date as part of the Liquidation Pool at a valuation of £nil. Any cash proceeds from such disposal would be returned in due course by the Liquidators, via the Registrar, to Shareholders on the register as at the Record Date pro rata to the number of Shares held by them on such date. There is no certainty that the Liquidators would be able to sell any of the less liquid investments remaining or as to the value that might be realised from such investments.

Management agreement protective notice

 

The Company has served protective notices of termination in respect of the PAC AIFM Agreement and the PAC Management Agreement on the PAC AIFM and the PAC Portfolio Manager. These protective notices provide that if the Company serves a formal notice of termination in respect of the PAC AIFM Agreement or the PAC Management Agreement (as applicable) before 31 October 2026, such notice will be deemed to have been served on the date which is six months prior to the actual date of service of such notice for all purposes. This is designed to protect the Company's position should the transaction fail to complete for any reason.

 

Performance-Related Tender Offer

Subject to completion of the Scheme, ATR will put forward a performance-related tender offer for up to 15 per cent. of the issued share capital (excluding any shares held in treasury) to ATR Shareholders if, over the five-year period from 31 December 2025 to 31 December 2030, ATR's NAV total return does not exceed the total return of the ATR Reference Index.

 

ATR Board Composition

Upon the Scheme becoming effective, June Ang and Edward Troughton, who are currently Directors of the Company, will each join the ATR Board as a non-executive director. The board of the Enlarged ATR will therefore comprise six directors immediately following implementation of the Scheme, comprising all four directors from the current ATR Board and two directors from the Board of the Company. It is expected that over the medium-term, the number of directors on the ATR Board will reduce to four.

General Meetings

As noted above, the Proposals are conditional, amongst other things, upon Shareholders' approval of the Resolutions to be proposed at the First General Meeting and the Second General Meeting. Both General Meetings will be held at 85 Gresham Street, London EC2V 7NQ.

First General Meeting

The First General Meeting will be held on 9 September 2026 at 11.00 a.m.

Two Resolutions will be considered at the First General Meeting.

The Resolutions (both of which will be proposed as special resolutions) will, if passed, approve the terms of the Scheme, amend the Articles to give effect to the Scheme, and authorise the Liquidators to enter into and give effect to the Transfer Agreement with ATR, to distribute New ATR Shares to Shareholders in accordance with the Scheme, to purchase the interests of any Dissenting Shareholders and to apply to cancel the listing of the Shares with effect from such date as the Liquidators may determine.

Each Resolution will require at least 75 per cent. of the votes cast in respect of it, whether in person or by proxy, to be voted in favour in order to be passed. The Scheme will not become effective unless and until, among other things, the Resolution to be proposed at the Second General Meeting has also been passed.

Second General Meeting

The Second General Meeting will be held on 24 September 2026 at 10.00 a.m.

At the Second General Meeting, a special resolution will be proposed which, if passed, will place the Company into liquidation, appoint the Liquidators and agree the basis of their remuneration, instruct the Company Secretary to hold the books to the Liquidators' order, and provide the Liquidators with appropriate powers to carry into effect the amendments to the Articles made at the First General Meeting. The Resolution to be proposed at the Second General Meeting is conditional upon the passing of the Resolutions at the First General Meeting, the ATR Allotment Resolution being passed and becoming unconditional in all respects, the approval of the London Stock Exchange to the admission of the New ATR Shares to trading on the Main Market, and the PAC Directors and the ATR Directors resolving to proceed with the Scheme.

The Resolution will require at least 75 per cent. of the votes cast in respect of it, whether in person or by proxy, to be voted in favour to be passed.

Action to be Taken

 

Before taking any action, Shareholders are recommended to read the whole of the Circular.

Elections

 

The default option under the Scheme is to receive New ATR Shares meaning that Shareholders who do not make a valid Election for the Cash Option in respect of some or all of their Shares, or whose elections, including deemed elections, for the Cash Option are scaled back in accordance with the Scheme, will be deemed to have elected for New ATR Shares in respect of the balance of their holding. If you wish to receive New ATR Shares in respect of all of your Shares, there is no need to complete and return a Form of Election (which you will receive if you hold your Shares in certificated form) or to submit a TTE Instruction (if you hold your Shares in uncertificated form).

 

If you wish to receive cash in respect of all or part of your holding of Shares, you must either complete and return a Form of Election or submit a TTE Instruction (depending on how your Shares are held) in respect of the number of Shares for which you wish to receive cash. You will be deemed to have elected to receive New ATR Shares in respect of the remainder of your holding.

In order to be valid, Forms of Election and TTE Instructions must be completed and returned in accordance with the instructions contained therein so as to be received as soon as possible and, in any event, by not later than 1.00 p.m. on 16 September 2026.

If you hold your Shares via an investment platform provider or broker, you should contact your investment platform provider or broker who can advise you as to how to elect for the Cash Option. Investors should be aware that the deadline for making an Election for the Cash Option through investment platform providers or brokers is likely to be earlier than the Company's deadline.

 

The maximum number of Shares (in aggregate) that can be elected for the Cash Option is 25 per cent. of the total number of Shares in issue (excluding Shares held in treasury) as at the Calculation Date.

Voting on the Proposals

 

All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the General Meetings.

If you hold your Shares via an investment platform provider or broker, you should contact your investment platform provider or broker who can advise you on how to vote. Investors should be aware that the deadlines for voting through investment platform providers or brokers are likely to be earlier than the Company's proxy voting deadlines.

To vote on the Proposals, Shareholders are requested to complete and return proxy appointments to the Registrar by one of the following means:

(i) by logging on to the Registrar's online portfolio service, www.shareview.co.uk , and following the relevant instructions; or

(ii) by completing and signing the PINK Form of Proxy for use in relation to the First General Meeting and the BLUE Form of Proxy for use in relation to the Second General Meeting, in accordance with the instructions printed thereon and returning these by post using the relevant enclosed pink or blue flashed reply-paid envelope; or

(iii) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the CREST Manual; or

(iv) in the case of an institutional investor, where desired, by appointing a proxy electronically via the Proxymity platform in accordance with the procedures set out in the notes to the relevant Notice of General Meeting.

In each case, proxy appointments must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 11.00 a.m. on 7 September 2026 in respect of the First General Meeting and 10.00 a.m. on 22 September 2026 in respect of the Second General Meeting.

Appointing a proxy (by any of the methods noted above) will not prevent you from attending and voting in person at the relevant General Meeting should you wish to do so.

If any of the Resolutions to be proposed at the General Meetings are not passed, the Proposals will not proceed and the Company will not be wound up. In these circumstances, the Board will reassess the options available to the Company at that time.

US Shareholders

Any US Shareholder (or person acting for the account or benefit of such US Shareholder) receiving the Circular is requested to execute the US Investor Representation Letter, available on request from the Registrar, Equiniti Limited, by email on Project.Peony@equiniti.com , and to return it to the addressees in accordance with the instructions printed thereon. US Shareholders that do not execute and return the US Investor Representation Letter will be treated as Excluded Shareholders for the purposes of their eligibility to receive New ATR Shares pursuant to the Scheme.

Recommendation

 

The Board, which has been so advised by Investec, considers that the Proposals and the Resolutions are in the best interests of Shareholders as a whole. In advising the Board, Investec has taken into account the Board's commercial assessment of the Proposals.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meetings, as the Directors intend to do in respect of their own beneficial holdings, which, in aggregate, amount to 59,394 Shares, representing approximately 0.05 per cent. of the Company's issued Share capital (excluding Shares held in treasury) as at the Latest Practicable Date. The Directors intend to roll over their entire beneficial holdings in the Company into ATR.

Further information on ATR is available on ATR's website ( www.schroders.com/ATR ) and in the ATR Information Document which is available on ATR's website and the Company's website (www.pacific-assets.com/transition-documents). The Board of the Company takes no responsibility for the content of ATR's website or the ATR Information Document.

Expected timetable

	2026
Publication of the Circular	11 August
Ex-dividend date for the PAC Interim Dividend	27 August
Record date for the PAC Interim Dividend	28 August
Latest time and date for receipt of electronic proxy appointments, CREST voting instructions and PINK Forms of Proxy from Shareholders in respect of the First General Meeting	11.00 a.m. on 7 September
First General Meeting	11.00 a.m. on 9 September
Latest time and date for receipt of WHITE Forms of Election and TTE Instructions	1.00 p.m. on 16 September
Scheme Record Date	6.00 p.m. on 16 September
Settlement of Shares disabled in CREST	close of business on 16 September
Trading in the Shares on the London Stock Exchange is suspended	7.30 a.m. on 17 September
Calculation Date for the Scheme	close of business on 17 September
PAC Interim Dividend paid to Shareholders	18 September
Reclassification of the Shares	8.00 a.m. on 22 September
Latest time and date for receipt of electronic proxy appointments, CREST voting instructions and BLUE Forms of Proxy from Shareholders in respect of the Second General Meeting	10.00 a.m. on 22 September
Suspension of listing of Reclassified Shares and the Register closes	7.30 a.m. on 23 September
Second General Meeting	10.00 a.m. on 24 September
Effective Date for implementation of the Scheme, appointment of Liquidators and Transfer Agreement executed and implemented	24 September
Announcement of the results of Elections, the PAC Rollover FAV per Share, the PAC Cash FAV per Share and the ATR FAV per Share	24 September
CREST accounts credited with, and dealings commence in, New ATR Shares	8.00 a.m. on 25 September
Cheques despatched to Shareholders who elect or are deemed to elect for the Cash Option in accordance with their Cash Entitlements and CREST accounts credited with cash	not later than 10 Business Days after the Effective Date
Share certificates in respect of New ATR Shares despatched	not later than 10 Business Days after the Effective Date
Cancellation of listing of Reclassified Shares	as soon as practicable after the Effective Date
Notes : All references to time in this announcement are to London (UK) time, unless otherwise stated. The timetable set out above and any accompanying documents may be subject to change. If any of the above times and/or dates should change, the revised times and/or dates will be notified to Shareholders by way of an announcement through a Regulatory Information Service.

Circular

Capitalised terms shall have the meaning attributed to them in the Circular unless otherwise defined in this announcement.

The Circular can be viewed on the Company's website at www.pacific-assets.com/transition-documents and will be submitted to the National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism shortly.

- END -

For further information, please contact:

Andrew Impey (Chair) - Enquiries through Frostrow

Pacific Assets Trust plc

Katherine Manson

Frostrow Capital LLP

Company Secretary

Tel: +44 20 3709 8734

Helen Goldsmith/Tom Skinner

Investec Bank plc

Financial Adviser

Tel: +44 20 7597 4000

Catriona Crellin

Kepler Partners

PR

Tel: +44 7934 578932

Important Information

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any other jurisdiction in which the distribution or release would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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, 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 or in any other jurisdiction. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended (the " US Investment Company Act "), and investors will not be entitled to the benefits of that act. No offer, purchase, sale or transfer of the securities referred to herein may be made except under circumstances which will not result in the Company being required to register as an investment company under the US Investment Company Act.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding Pacific Assets' and ATR's respective financial positions, strategies, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, Pacific Assets' and ATR's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Except to the extent otherwise required by applicable law, neither Pacific Assets or ATR are under any obligation to update any of the forward-looking statements contained in this announcement or any other forward-looking statements they may respectively make.

Nothing contained in this announcement constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to individual circumstances; or (iii) a personal recommendation.

Investec Bank plc (" Investec ") which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for Pacific Assets as financial adviser and broker and for no-one else in connection with the Proposals referred to in this announcement and none of Investec nor any of its affiliates, branches or subsidiaries will be responsible to anyone other than Pacific Assets for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter referred to in this announcement. Neither Investec nor any of its subsidiaries, branches or affiliates or any of its and their respective directors, officers, employees, representatives or agents owes or accepts any duty, liability or shall be held responsible in any way whatsoever for any direct, indirect or consequential losses (whether in contract, in tort, under statute or otherwise) arising from the use of this announcement or the contents of this announcement or reliance on the information contained herein, except to the extent this would be prohibited by law or regulation.

This does not exclude any responsibilities or liabilities of Investec under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

Neither Investec, nor any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of and Investec, and each of their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith, except to the extent this would be prohibited by law or regulation.