MANCHESTER AND LONDON INVESTMENT TRUST PLC

(the “Company”)

Proposed Issue of Ordinary Shares, Related Party Transaction and Publication of Circular

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 6,000,000 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 7th January 2021 at 11.55 a.m. at which the following resolutions will be put to Shareholders:

  • authorise the allotment of up to 6,000,000 New Ordinary Shares (representing 16.0 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 3,000,000 Shares and to retrospectively approve the issue of 1,262,500 Ordinary Shares to the Related Party on the 30 September 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.  

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 3,000,000 New Ordinary 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 £20m (the “Maximum Subscription Amount”).  In the event, the Subscription were to exceed the Maximum Subscription Amount, the number of New Ordinary Shares to be issued to MMIC will be reduced such that the Subscription does not exceed the Maximum Subscription Amount. The Company may also issue up to 3,000,000 New Ordinary Shares pursuant to the Issue to other investors not connected to the Related Party and these New Ordinary Shares will not be made available to the Related Party.

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 (including the Related Party Transaction) 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 the assets of the Company over which its fixed costs can be spread reducing the Company’s ongoing charges ratio.

Following the Subscription, assuming that 3,000,000 New Ordinary Shares are issued pursuant to the Issue to the Related Party with no New Ordinary Shares being issued to other investors, (on the basis that there are 37,448,238 Ordinary Shares in issue immediately prior to the Issue and the Related Party’s holding of 19,447,707 Ordinary Shares as at the date of this announcement) the maximum potential holding of the Related Party following the Issue would be 22,447,707 Ordinary Shares representing 55.5 per cent. of the issued Ordinary Share capital of the Company.

The Board is also seeking retrospective Shareholder approval at the General Meeting for the issue of 1,262,500 Shares to the Related Party on the 30 September 2020.  As announced on the 30 September 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

2021
Latest time and date for receipt of Forms of Proxy 11.55 a.m. on 5 January
General Meeting 11.55 a.m. on 7 January

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  


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