Formal request for explanations concerning the managed wind-down, capital returns, costs and prior Board recommendations
To: The Board of Directors
abrdn European Logistics Income plc
280 Bishopsgate
London EC2M 4AG
United Kingdom
Dear Directors,
We write as shareholders of abrdn European Logistics Income plc (the “Company” or “ASLI”) to request a prompt, comprehensive and evidence-based explanation of the Board’s conduct and oversight of the Company’s managed wind-down.
This request arises from the apparent divergence between:
The managed wind-down circular published in February 2024 indicated that the process could be completed within approximately two years. In January 2026, when recommending that shareholders vote against the resolutions requisitioned by DL Invest Group ISR SARL, the Board stated that the wind-down was at an advanced stage and approaching completion, that the remaining assets were under offer or subject to advanced due diligence, and that the remaining disposals were expected to complete “over the coming months”.
The Board further argued that changing or reconsidering the strategy would introduce uncertainty, delay capital returns and impose additional costs. These statements and assessments were material to shareholders’ voting decisions.
Notwithstanding those representations, the wind-down has continued beyond the timetable that shareholders could reasonably have understood from the Company’s communications. The sale of the remaining assets has been delayed, additional operating, management, advisory, administrative and liquidation costs continue to arise, and capital that could otherwise have been returned to shareholders remains exposed to further value erosion.
Although the Company has made distributions through the B Share Scheme and paid dividends, these payments do not remove the need to assess the overall shareholder outcome. During the second quarter of 2026, the market value of an ordinary share declined materially. Even after adding the 4.0 pence B Share redemption payment and the 2.0 pence dividend paid during the quarter, the combined value remained below the market value of the ordinary share at the beginning of the quarter.
This raises serious concerns regarding the effectiveness of the Board’s supervision, the reliability of its previous assumptions and the adequacy of the information provided to shareholders.
We therefore request that the Board answer the following questions.
1. Wind-down timetable
Please provide:
a. the original timetable and principal milestones adopted for the managed wind-down;
b. every subsequent material revision to that timetable, including the date on which each revision was approved;
c. the assumptions supporting the Board’s January 2026 statement that the remaining disposals were expected to complete “over the coming months”;
d. the reasons why those assumptions have not resulted in completion within the indicated period; and
e. the Board’s current best estimate for the completion of the final asset sale, the final return of capital and the liquidation or termination of the Company.
Please identify separately any delay attributable to market conditions, geopolitical events, buyer financing, due diligence, regulatory or tax matters, asset-specific issues, the Investment Manager, the Board or the Company’s advisers.
2. Remaining asset and sale process
Please disclose, to the extent permitted without prejudicing an active sale process:
a. the current stage of the sale process for the remaining asset;
b. the date on which the asset was first formally marketed;
c. the number of credible indications of interest and binding offers received;
d. whether any proposed transaction has failed, been withdrawn or been materially renegotiated;
e. whether the asking price, valuation assumptions or transaction structure have changed;
f. the steps being taken to create competitive tension and avoid a distressed or unnecessarily discounted sale; and
g. the objective criteria and long-stop date that will determine whether the present process is continued, modified or replaced.
If disclosure of any item is considered commercially prejudicial, the Board should explain that conclusion and provide the maximum information that can properly be disclosed.
3. Additional costs and value erosion
Please provide a reconciliation, by category, of all actual and forecast costs of the wind-down, including:
The reconciliation should compare:
Please also quantify the amount by which estimated final shareholder proceeds have changed as a result of additional costs, delayed completion, asset-value movements, taxation and foreign-exchange effects.
4. Previous value expectations
The Board has stated that the wind-down was expected to complete broadly in line with its original value expectations.
Please specify:
a. the original expected aggregate return per ordinary share;
b. the assumptions and valuation date underlying that expectation;
c. all capital returns and dividends paid to date;
d. the current estimated residual distribution per ordinary share;
e. the current estimated total return per ordinary share following completion; and
f. the sensitivity of that estimate to a three-, six- and twelve-month further delay and to alternative sale prices for the remaining asset.
The Board should clearly distinguish between IFRS NAV, liquidation NAV, estimated final cash proceeds and the market value of the ordinary shares.
5. Assessment of alternatives
When recommending that shareholders reject the requisitioned resolutions, the Board relied in part on the proposition that an alternative strategy would delay capital returns and impose additional costs.
Please disclose:
a. the financial and operational analysis supporting that conclusion;
b. the alternatives considered by the Board, including any voluntary tender offer, partial share repurchase, structured cash exit, takeover, management replacement or other proposal capable of providing shareholders with an earlier exit;
c. the estimated cost, timetable and value per share of each credible alternative;
d. whether the Board received any fully developed or substantially developed proposal from DL Invest or another party and, if so, how it was evaluated;
e. whether independent financial advice or a fairness opinion was obtained; and
f. why shareholders were not given a direct choice between the existing wind-down and any credible, funded alternative exit mechanism.
If no sufficiently developed voluntary tender offer or partial cash-exit proposal was received, the Board should state this expressly and describe what information, funding evidence or contractual commitments were missing.
6. Accuracy of the Board’s recommendations
Please explain how the Board reconciles the present delay and continuing costs with its earlier statements that:
Please identify which of those statements remain valid, which require qualification and whether the Board considers that any corrective or supplementary market announcement is now required.
7. Accountability and governance
The continued delay and reduction in shareholder value give rise to legitimate concerns as to whether the Board exercised sufficient challenge, contingency planning and cost control.
Accordingly, please confirm:
a. how frequently the Board reviewed the sale timetable, costs and expected shareholder proceeds;
b. the performance criteria applied to the Investment Manager and other advisers;
c. whether any fees have been reduced, waived, deferred or made contingent on completion;
d. whether the Board has considered reducing Directors’ fees and other recurring costs during the extended wind-down;
e. whether any adviser has been replaced or held accountable for missed milestones;
f. whether the Board has commissioned an independent review of the wind-down; and
g. whether any Director accepts responsibility for assumptions or recommendations that have not been achieved.
The issue is not whether property transactions are inherently uncertain. The issue is whether the Board’s recommendations were based on sufficiently robust, stress-tested and transparently communicated assumptions, and whether appropriate corrective action was taken when those assumptions ceased to be reliable.
8. Immediate action requested
We request that the Board:
We request a substantive response within 10 business days of receipt of this letter. A response consisting solely of general statements concerning market conditions or the inherent uncertainty of asset disposals would not adequately address the specific questions raised.
If the Board disputes any factual premise contained in this letter, it should identify the relevant statement, provide the correct information and cite the corresponding public announcement or corporate document.
This letter does not allege dishonesty or deliberate misconduct. It does, however, record serious concerns regarding the quality of the Board’s forecasting, oversight, cost control, accountability and prior recommendations to shareholders. Unless adequately answered, the continued divergence between earlier assurances and actual outcomes may reasonably call into question whether the Board has demonstrated the competence and effectiveness required to protect the interests of shareholders as a whole.
We reserve all rights available to us as shareholders, including the right to seek further information, engage with other shareholders, propose or support appropriate resolutions and take professional advice regarding any further action.
We expect the Board to treat this request with the seriousness warranted by the continuing reduction in shareholder value and the importance of maintaining confidence in the governance and disclosures of a company admitted to trading on the London Stock Exchange.
Sincerely,
Dominik Leszczyński
Founder & CEO
DL Invest Group SA
