MANCHESTER AND LONDON INVESTMENT TRUST PLC
(the “Company” or
“MLIT”)
Proposed Issue of
Ordinary Shares, Related Party Transaction and Publication of
Circular
The Proposals
The Board of the Company announces that it has today published a
circular (the “Circular”) setting out the Board's proposals
to seek Shareholder approval to grant authority to allot up to
2,275,000 New Ordinary Shares on a non-pre-emptive basis and to
approve the Related Party Transaction and Smaller Related Party
Transaction (the “Proposals”).
The Proposals are subject to Shareholder approval and
accordingly the Circular contains a notice convening a General
Meeting of the Company to be held at 12a Princes Gate Mews,
London SW7 2PS, United Kingdom on 16th July 2020 at 11.55
a.m. at which the following resolutions will be put to
Shareholders:
-
authorise the allotment of up to 2,275,000 New Ordinary
Shares (representing 6.7 per cent. of the issued share capital
(excluding treasury shares) of the Company as at the date of this
document) ("Resolution 1");
-
dis-apply statutory pre-emption rights otherwise applicable to
the allotment of New Ordinary Shares such that New Ordinary Shares
do not first have to be offered to Shareholders in proportion to
their holdings of Ordinary Shares ("Resolution 2"); and
-
approve the issue of New Ordinary Shares to the Related Party by
way of an issue of up to 2,275,000 Shares and to retrospectively
approve the issue of 1,250,000 Ordinary Shares to the Related Party
on the 12th February 2020
("Resolution 3").
The background to, the reasons for and the Directors’
recommendations for these Proposals are set out in the Circular
which will shortly available for download from the national storage
mechanism: www.morningstar.co.uk/uk/NSM and from the Company’s
website:
http://mlcapman.com/manchester-london-investment-trust-plc/
Please note that as a result of the Covid-19 pandemic and the
imposition of Stay at Home measures by the UK Government, physical
attendance at the General Meeting will not be possible. In
addition, and in accordance with the Company’s Articles of
Association, the Company will impose entry restrictions on
attendance at the General Meeting. Shareholders are strongly
encouraged to vote in favour of the resolutions to be proposed at
the General Meeting. In light of Covid-19 and restrictions on
attendance at the General Meeting, the Board encourages
Shareholders to vote electronically and to appoint the Chairman of
the meeting as their proxy with their voting instructions.
Proposed Related Party Transaction
M&M Investment Company Plc (“MMIC”), a company
controlled by Mark Sheppard, the owner of M&L Capital
Management Limited, the Company’s Manager, and a controlling
shareholder in the Company, has committed to subscribe for up to
2,275,000 new ordinary shares of 25
pence each (“Shares”) for cash at the time of the Issue at a
price equal to the then prevailing Net Asset Value per Share
(“Subscription”), subject to a maximum subscription amount
of £16m (the “Maximum Subscription Amount”). In the
event, the Subscription were to exceed the Maximum Subscription
Amount, the number of Shares to be issued to MMIC will be reduced
such that the Subscription does not exceed the Maximum Subscription
Amount. The Company may issue up to 2,275,000 Shares to other
investors not connected to the Related Party pursuant to the Issue
with any such issue of Shares to other investors reducing the
number of Shares available to be issued to MMIC.
This Subscription is deemed to be a related party transaction
within the definition of the LR 11.1.5R and is subject to
shareholder approval.
The Board believes that the proposed Issue would bring the
following benefits to the Company:
- increased scale which in turn increases the appeal of the
Company to a broader group of investors;
- increased liquidity in the Shares through a greater number of
Shares in issue (and potentially an increased free float); and
- an increase in assets of the Company over which its fixed costs
can be spread reducing the Company’s ongoing charges ratio.
Following the Subscription, assuming 2,275,000 Shares are issued
to MMIC, the Mark Sheppard, via MMIC, will be interested in a total
of 19,614,169 Shares in MLIT, representing 54.3% of the Company’s
issued share capital, as enlarged by the Subscription. The new
Shares will rank pari passu with the existing Shares in
issue.
The Board is also seeking retrospective Shareholder approval at
the General Meeting for the issue of 1,250,000 Shares to the
Related Party on the 12 February 2020. As announced on the
12 February 2020, this transaction
was deemed to be a smaller related party transaction within the
definition of Listing Rule 11.1.10R which has been aggregated under
LR 11.1.11R for the purposes of assessing the application of LR 11
to the Related Party Transaction.
Capitalised terms used in this announcement and not otherwise
defined have the meanings given to them in the Circular.
EXPECTED
TIMETABLE
|
2020 |
| Latest time and date for receipt of Forms of
Proxy |
11.55 a.m. on 14 July |
| General Meeting |
11.55 a.m. on 16 July |
The above times and/or dates may be subject to change and, in
the event of such change, the revised times and/or dates will be
notified to Shareholders by an announcement through a Regulatory
Information Service.
All references to times are to London times.
Enquiries:
M&L Capital Management Limited
(AIFM):
+44 (0) 207 584 5733
Link Company Matters Limited – Company
Secretary: +44
(0) 1392 477500
Winterflood Securities Limited
(Sponsor): +44
(0) 20 3100 0000
LEI: 213800HMBZXULR2EEO10