abrdn Global Infra Fund starts rights offer, 10.5M shares
abrdn Global Infrastructure Income Fund (ASGI) has launched a transferable rights offering, issuing rights to holders of record as of September 21, 2026 to subscribe for up to 10,545,755 new Common Shares.
Rhea-AI Filing Summary
abrdn Global Infrastructure Income Fund (ASGI) has launched a transferable rights offering, issuing rights to holders of record as of September 21, 2026 to subscribe for up to 10,545,755 new Common Shares. Each existing Common Share on the record date receives one Right, and three Rights are needed to purchase one new Common Share.
Record Date shareholders who fully exercise their Rights may request additional shares through an over-subscription privilege, subject to limits and allotment. The offer is being conducted under the Fund’s effective shelf registration on Form N-2, with UBS Securities LLC acting under a Dealer Manager Agreement and Equiniti Trust Company, LLC serving as Subscription Agent.
Subscriptions and payments may be made under the primary subscription and over-subscription privilege, with guaranteed delivery procedures available. Notices of Guaranteed Delivery must be received by the Subscription Agent by 5:00 p.m. Eastern time on October 15, 2026, the stated expiration date for the rights offering, subject to possible extension.
Positive
- None.
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Filing Explained
ASGI has begun a rights offering for up to 10,545,755 shares, but reports no completed issuance; any issuance would reduce existing ownership percentages absent offsets.
The filing records that ASGI commenced the rights offering while reporting no completed issuance of Common Shares. If the offered shares are issued, total shares would increase and existing holders’ percentage ownership would decrease absent offsetting changes.
The disclosed instrument gives holders rights to subscribe; it is not, by itself, evidence that the underlying Common Shares were sold or that proceeds were received. The supplied 8-K text does not state a subscription price, use of proceeds, or proceeds received, so this filing does not establish the offering’s economic size.
The next state is tied to the
8-K Event Classification
Key Figures
Key Terms
rights offering financial
Over-Subscription Privilege financial
Dealer Manager Agreement financial
Subscription Agent financial
Instrument of Designation regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What rights offering did ASGI announce on September 21, 2026?
How does the ASGI rights offering subscription ratio work?
When does the ASGI rights offering expire?
Who are the dealer manager and subscription agent for the ASGI rights offering?
How many subscription rights can ASGI issue in this offering?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 21, 2026 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) | |||
Registrants telephone number, including area
code (
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 21, 2026, abrdn Global Infrastructure Income Fund (NYSE: ASGI) (the “Fund”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Fund, abrdn Inc., abrdn Investments Limited, and UBS Securities LLC in connection with the issuance by the Fund to the holders of record (the “Record Date Shareholders”) at the close of business on September 21, 2026 (the “Record Date”) transferable rights entitling such Record Date Shareholders to subscribe for up to 10,545,755 shares of common stock of beneficial interest, par value $0.001 per share (the “Common Shares”), of the Fund (the “Offer”). The Record Date Shareholders will receive one Right for each outstanding Common Share owned on the Record Date. The Rights entitle the holders to purchase one new Common Share for every three Rights held (1 for 3). Record Date Shareholders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional Common Shares covered by any unexercised Rights. Any Record Date Shareholder that owns fewer than three Common Shares as of the close of business on the Record Date is entitled to subscribe for one full Common Share in the Offer.
The Offer has been made pursuant a prospectus supplement, dated September 21, 2026 and the accompanying prospectus, dated September 15, 2026, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File Nos. 333-298949 and 811-23490) previously filed with the Securities and Exchange Commission (the “Registration Statement”).
The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.
In connection with the Offer, the Fund entered into a Subscription Agent Agreement dated as of September 17, 2026 with Equiniti Trust Company, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement dated as of September 17, 2026 with EQ Fund Solutions, LLC (“Information Agent Agreement”) to provide services with respect to the Offer.
The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 and incorporated herein by reference.
| Item 8.01. | Other Events |
On September 21, 2026, the Fund commenced the Offer pursuant to the Fund’s Registration Statement. A copy of the opinion of Dechert LLP relating to the legality of the Offer is filed as Exhibit 5.1 to this report.
The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 | Dealer Manager Agreement |
| 5.1 | Opinion of Dechert LLP |
| 10.1 | Subscription Agent Agreement |
| 10.2 | Information Agent Agreement |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1) |
| 99.1 | Form of Notice of Guaranteed Delivery for Rights Offering |
| 99.2 | Form of Subscription Certificate for Rights Offering |
| 99.3 | Form of Instrument of Designation of Rights |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| abrdn Global Infrastructure Income Fund | ||
| Date: September 21, 2026 | By: | /s/ Robert Hepp |
| Name: | Robert Hepp | |
| Title: | Vice President | |
Exhibit 99.1
NOTICE OF GUARANTEED DELIVERY
For Shares of Common Stock of
abrdn Global Infrastructure Income Fund
Subscribed for under the Primary Subscription
and Pursuant to the Over-Subscription Privilege
As set forth in the Prospectus Supplement, dated September 21, 2026, and the accompanying Prospectus, dated as of September 15, 2026 (, the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all of the Fund’s common shares of beneficial interest, par value $0.001 per share (“Common Shares”), subscribed for under the primary subscription and pursuant to the Over-Subscription Privilege. Such form may be delivered by email, overnight courier, express mail or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., Eastern time, on October 15, 2026, as such date may be extended from time to time (the “Expiration Date”). The terms and conditions of the Offer set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meaning attributed to them in the Prospectus.
The Subscription Agent is:
| Equiniti Trust Company, LLC | |
| By First Class Mail | By hand, express mail, courier, or other expedited service: |
| Equiniti Trust Company, LLC | Equiniti Trust Company, LLC |
| Attn: Onbase – Reorganization Department | Attn: Onbase – Reorganization Department |
| 1110 Centre Pointe Curve, Suite 101 | 1110 Centre Pointe Curve, Suite 101 |
| Mendota Heights, MN 55120 | Mendota Heights, MN 55120 |
| Phone: Toll-free | |
| (877) 248-6417 | |
| (718) 921-8317 | |
| Fax | |
| (718) 765-8758 | |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
The New York Stock Exchange (“NYSE”) member firm or bank or trust company which completes this form must communicate this guarantee and the number of Common Shares subscribed for in connection with this guarantee (separately disclosed as to the primary subscription and the Over-Subscription Privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., Eastern time, on the Expiration Date, guaranteeing delivery of a properly completed and signed Subscription Certificate (which certificate must then be delivered to the Subscription Agent no later than the close of business of the first business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights.
GUARANTEE
The undersigned, a member firm of the NYSE or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., Eastern time, on the second business day after the Expiration Date unless extended, as described in the Prospectus, of a properly completed and executed Subscription Certificate, as subscription for such Common Shares is indicated herein or in the Subscription Certificate. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the PTOP platform of The Depository Trust Company (“DTC”).
| THE INDIA FUND INC. | Broker Assigned Control # |
| 1. Primary Subscription | Number of Rights to be exercised | Number of Common Shares under the Primary subscription requested for which you are guaranteeing delivery of Rights | Payment to be made in connection with the Common Shares Subscribed for under the primary subscription | |||
| Rights: | Common Shares (Rights ¸ by 3): | $ | ||||
| 2. Over-Subscription | Number of Common Shares Requested Pursuant to the Over-Subscription Privilege | Payment to be made in connection with the Common Shares Requested Pursuant to the Over-Subscription Privilege | ||||
| Common Shares: | $ | |||||
| 3. Totals | Total Number of Rights to be Delivered | Total Number of Common Shares Subscribed for and/or Requested | ||||
| Rights: | Common Shares: |
$ Total Payment |
Method of delivery of the Notice of Guaranteed Delivery (circle one):
A.
Through DTC.
B. Direct to Equiniti Trust Company, LLC, as Subscription Agent.
Please reference below the registration of the Rights to be delivered.
PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.
| Name of Firm | Authorized Signature | |||||||
| DTC Participant Number | Title | |||||||
| Address | Name (Please Type or Print) | |||||||
| Zip Code | Phone Number | |||||||
| Contact Name | Date | |||||||
BENEFICIAL OWNER LISTING CERTIFICATION
abrdn Global Infrastructure Income Fund Rights Offering
The undersigned, a bank, broker or other nominee holder of Rights (“Rights”) to purchase common shares of beneficial interest, par value $0.001 per share (“Common Shares”), of abrdn Global Infrastructure Income Fund (the “Fund”) pursuant to the rights offering (the “Offer”) described and provided for in the Fund’s Prospectus Supplement, dated September 21, 2026, and the accompanying Prospectus, dated as of September 15, 2026 (collectively the “Prospectus”), hereby certifies to the Fund and to Equiniti Trust Company, LLC, as Subscription Agent for such Offer, that for each numbered line filled in below, the undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of Rights specified in the second column of such line pursuant to the primary subscription (as specified in the Prospectus) and such beneficial owner wishes to subscribe for the purchase of additional Common Shares pursuant to the Over-Subscription Privilege (as defined in the Prospectus), in the amount set forth in the third column of such line.
| Number of Record Date Common Shares Owned | NUMBER OF RIGHTS exercised pursuant to the Primary Subscription | NUMBER OF COMMON SHARES requested pursuant to the Over-Subscription Privilege | ||
| 1. | ||||
| 2. | ||||
| 3. | ||||
| 4. | ||||
| 5. | ||||
| 6. | ||||
| 7. | ||||
| 8. | ||||
| 9. | ||||
| 10. |
| Name of Nominee Holder | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Dated: | , 2026 | |||
| Provide the following information, if applicable: | ||||
| Depository Trust Corporation (“DTC”) Participant Number | ||||
| Name of Broker | ||||
| DTC Primary Subscription Confirmation Number(s) | Address | |||
Exhibit 99.2
| RIGHTS CERTIFICATE #: NUMBER OF RIGHTSTHE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE FUND’S PROSPECTUS SUPPLEMENT DATED SEPTEMBER 21, 2026, AND THE ACCOMPANYING PROSPECTUS DATED SEPTEMBER 15, 2026 (COLLECTIVELY, THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM EQ FUND SOLUTIONS, LLC, THE INFORMATION AGENT. abrdn Global Infrastructure Income Fund Incorporated under the laws of the State of Maryland TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Transferable Subscription Rights to Purchase Common Shares of abrdn Global Infrastructure Income Fund Estimated Subscription Price: $[ ] per Share THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, OCTOBER 15, 2026, UNLESS EXTENDED BY THE FUND REGISTERED OWNER: THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one Common Share, with a par value of $0.001 per share, of abrdn Global Infrastructure Income Fund, a Maryland statutory trust, at a subscription price of $[ ] per share (the “Basic Subscription Privilege”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of abrdn Global Infrastructure Income Fund. Subscription Rights Certificates” accompanying this Subscription Rights Certificate. If any Common Shares available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Privilege (the “Excess Shares”), any Rights holder that exercises its Basic Subscription Privilege in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the “Over-Subscription Privilege”). The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by retuning the full payment of the subscription price for each Common Shares in accordance with the “Instructions as to Use of abrdn Global Infrastructure Income Fund. Subscription Rights Certificates” that accompany this Subscription Rights Certificate. This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the seal of abrdn Global Infrastructure Income Fund and the signatures of its duly authorized officers. Dated: September 21, 2026 ___/s/ Alan Goodson __________________ ____/s/ Lucia Sitar __________________________ President Vice President |
| DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE Delivery other than in the manner or to the addresses listed below will not constitute valid delivery. If delivering by hand: Equiniti Trust Company, LLC Attn: Onbase – Reorganization Department 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 If delivering by mail or overnight courier: Equiniti Trust Company, LLC Attn: Onbase – Reorganization Department 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS To subscribe for shares pursuant to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares pursuant to your Over-Subscription Right, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more Shares than you are entitled under either the Basic Subscription Right or the Over-Subscription Right, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Right or Over-Subscription Right, as applicable. (a) EXERCISE OF BASIC SUBSCRIPTION RIGHT: I apply for ______________ shares x [$ ] = $_______________ (no. of new shares) (subscription price) (amount enclosed) (b) EXERCISE OF OVER-SUBSCRIPTION RIGHT If you have exercised your Basic Subscription Right in full and wish to subscribe for additional shares in an amount equal to up to 20% of the Common Shares for which you are otherwise entitled to subscribe pursuant to your Over-Subscription Right: I apply for ______________ shares x [$ ] = $_______________ (no. of new shares) (subscription price) (amount enclosed) (c) Total Amount of Payment Enclosed = $__________________ METHOD OF PAYMENT (CHECK ONE) Check or bank draft payable to “Equiniti Trust Company, LLC as Subscription Agent.” Wire transfer of immediately available funds directly to the account maintained by Equiniti Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021 or Swift Code: CHASUS33, Account # 530- 354616 Equiniti Trust Company, LLC FBO _______ Corporation, with reference to the rights holder's name. FORM 2-TRANSFER TO DESIGNATED TRANSFEREE To transfer your subscription rights to another person, complete this Form 2 and have your signature guaranteed under Form 5. For value received ______________ of the subscription rights represented by this Subscription Rights Certificate are assigned to: ________________________________________________________________ ________________________________________________________________ Social Security # __________________________________________________ Signature(s): ______________________________________________________ IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever. FORM 3-DELIVERY TO DIFFERENT ADDRESS If you wish for the Common Shares underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 4 and have your signature guaranteed under Form 5. ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ FORM 4-SIGNATURE TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus. Signature(s): ______________________________________________________ IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever. FORM 5-SIGNATURE GUARANTEE This form must be completed if you have completed any portion of Forms 2 or 3. Signature Guaranteed: _______________________________________________ (Name of Bank or Firm) By:_______________________________________________________________ (Signature of Officer) IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. FOR INSTRUCTIONS ON THE USE OF ABRDN GLOBAL INFRASTRUCTURE INCOME FUND SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT EQ FUND SOLUTIONS, LLC, THE INFORMATION AGENT, AT +1 (800) 848-3374. |
Exhibit 99.3
ABRDN GLOBAL INFRASTRUCTURE INCOME FUND
INSTRUMENT OF DESIGNATION OF RIGHTS
The abrdn Global Infrastructure Income Fund, a Maryland statutory trust (the “Fund”), acting at the direction of the Board of Trustees of the Fund does hereby execute this Instrument of Designation in order to evidence the establishment and designation of up to 10,545,755 transferable subscription rights (each a “Right” and collectively the “Rights”). The Rights will entitle common shareholders to subscribe for new common shares of beneficial interest in the Fund (“Common Shares”). Three Rights will be required to purchase one Common Share.
1. Rights, Preferences and Characteristics. The issuance of the Rights was authorized pursuant to resolutions adopted by the Board of Trustees of the Fund, at a meeting duly noticed and held on September 10, 2026 (the “Resolutions”). The Rights shall have the terms, rights and characteristics described in the Resolutions and the Fund’s registration statement under the Securities Act of 1933, as amended, relating to the Rights.
2. Authorization of Officers. The officers of the Fund have been authorized and directed by the Board of Trustees of the Fund to make all such arrangements, to do and perform all such acts and things, and to execute, deliver and file, all such instruments and documents, officers’ certificates and such other instruments, agreements and documents as they may deem necessary or appropriate to effect the matters referenced herein.
3. Incorporation of Defined Terms. Capitalized terms which are not defined herein shall have the meaning ascribed to those terms in the Fund’s Amended and Restated Declaration of Trust.
4. Governing Law. The Rights shall be governed by and construed in accordance with the laws of the State of Maryland.
5. Beneficiaries. The holders of the Rights shall be beneficiaries of this Instrument of Designation and entitled to enforce the terms hereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Instrument of Designation of Rights this 21st day of September 2026.
| ABRDN GLOBAL INFRASTRUCTURE INCOME FUND | ||
| By: | /s/ Robert Hepp | |
| Name: Robert Hepp | ||
| Title: Vice President | ||