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
LEI: 213800HMBZXULR2EEO10