Publication of Circular re. Managed Wind-Down
Downing Strategic Micro-Cap Investment Trust PLC (the
"Company")
LEI Number: 213800QMYPUW4POFFX69
2 February 2024
Publication of Circular
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICITON WHERE TO DO SO WOULD COSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THE
JURISDICITON.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF EU
MARKET ABUSE REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
AS AMENDED ("UK MAR") AND IS BEING DISCLOSED IN ACCORDANCE WITH THE
COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF UK MAR. UPON PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN. THIS ANNOUNCEMENT HAS BEEN AUTHORISED FOR
RELEASE BY THE COMPANY'S BOARD OF DIRECTORS.
Recommended Proposal for a Managed Wind-Down of the
Company and associated adoption of the New Investment Policy and
Notice of General Meeting
The Company has today published a circular in
relation to the recommended proposal for a managed wind down of the
Company and the associated adoption of the New Investment Policy
(the "Proposal"). The Proposal is subject to
Shareholder approval and, accordingly, the circular contains a
notice convening a general meeting of the Company to be held at 6th
Floor, St. Magnus House, 3 Lower Thames Street, London EC3R 6HD on
28 February 2024 at 11.30 a.m. (the "General
Meeting").
A copy of the circular will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism. The
circular will also be available on the Company's website
(www.downingstrategic.co.uk). Save as otherwise defined in this
announcement, terms defined in the circular shall bear the same
meaning in this announcement.
Introduction
On 9 May 2022 the board of directors of the Company (the
"Board") announced its intention to provide a
significant redemption opportunity to Shareholders on 31 May 2024
(the "Redemption Opportunity") in accordance with
the provisions of the Company's Articles. It was envisaged that the
Redemption Opportunity would enable Shareholders to redeem or have
a matched sale for up to 50 per cent. of their holding in the
Company.
Since the announcement of the Redemption
Opportunity, the market has continued to undervalue both micro-cap
stocks and small investment companies and this is reflected, in
part, in the material discount at which the Company's Ordinary
Shares have been continuing to trade relative to their underlying
net asset value and also in the continuing interest from
shareholders in a full capital redemption.
The Board therefore considered the best and
fairest ways to meet its commitment of returning capital to
Shareholders, seeking to realise the best value, at the time of
realisation, for them equitably and, as announced by the Company on
28 December 2023, the Board concluded that it would be advantageous
to all Shareholders equally and fairly to commence a managed wind
down of the Company's portfolio (the "Managed
Wind-Down"). In order to implement the Managed Wind-Down a
material change to the Company's published Investment Policy will
require to be approved by Shareholders.
Under the proposed Managed Wind-Down process,
the Company will be managed with the intention of realising all the
assets in its portfolio in a manner consistent with the principles
of good investment management and with a view to returning cash
promptly to Shareholders in an orderly manner whilst seeking to
obtain the best achievable value for the Company’s investments at
the time of their realisations.
Background to and reasons for the
Proposal
A negative sentiment towards UK small companies has persisted over
the past two to three years. Value and micro-cap investment
strategies have equally been out of favour and the Company has not
attracted a great deal of new investors, with the Company itself
being a significant acquiror of its own Ordinary Shares. In
addition, investment trusts are currently, generally trading at
wide discounts and as the wealth management sector, a significant
buyer of investment trust stock, itself consolidates there is
little interest from such sector in small, specialist vehicles such
as the Company.
This continued negative sentiment has coincided
with an intense period of merger and acquisition activity within
the Company’s portfolio. Over the past 5 months, three investee
companies have been under offer or have fully exited. The total
current market and exit value of these companies represents
approximately 20 per cent. of the Company’s net asset value as at
31 August 2023. Such corporate catalytic events have continually
demonstrated the undervalue of the assets within the Company’s
investment portfolio, with the agreed sale of OnTheMarket plc at a
premium of approximately 93.7 per cent. to 56.79 pence, being the
three month volume weighted average price per share to the last
practicable date prior to the announcement of the sale and the
recently agreed bid for FireAngel Safety Technology Group plc
representing a 46.5 per cent. uplift on its last funding round.
The Investment Manager has estimated that in the
course of 2024 cash realisations would be at a significant uplift
to the relevant current share price. Further details of indicative
returns and estimated timescales in relation to the Managed
Wind-Down are set out below.
As noted above, the Board has considered
alternative options for the future of the Company, but none have
matched the objective of returning capital, at a premium, to
Shareholders. The Board therefore believes that the Proposal is a
significant opportunity for Shareholders, both those who seek cash
and those who may wish to invest the capital they receive from the
Company back into the market or to put it to work in other
markets.
Therefore, following discussions with the
Company’s Investment Manager and given the impending Redemption
Opportunity, in the context of the current market outlook and the
level of activity in the Company’s investment portfolio, the Board
and Investment Manager believe that it is in the best interests of
Shareholders to implement the Managed Wind-Down process with a view
to maximising timely returns for Shareholders.
Indicative returns for Shareholders and
estimated timescales
In the absence of unforeseen circumstances and subject to the
market conditions, the Board, in consultation with the Investment
Manager, is currently estimating that the Managed Wind-Down could
be completed within 2 years. Further, the Board believes, in
consultation with the Investment Manager, that within the first six
months of 2024 up to, or exceeding, 50 per cent. of the Company’s
NAV could be returned to Shareholders in cash (assuming current
bids for certain of the Company’s investments complete by then)
with more value remaining in the NAV of the residual portfolio to
be realised through the process of complete wind-down.
Specifically, the Board and Investment Manager
estimate that, on a mid-case scenario, the Company will return:
- on or around the end of the first
quarter in 2024, 25 per cent. of Shareholders’ capital at NAV
which, given the Company’s discount as at 31 January 2024 of 11.9
per cent., would be a 13.5 per cent. premium to the Current Share
Price;
- a further 25 per cent. of
Shareholders’ capital at above NAV by 30 June 2024, which on
current discounts and NAV would represent a greater than 13.5 per
cent. premium to the Current Share Price; and
- beyond 30 June 2024, a mid case
scenario for the current market suggests a return above the current
NAV and hence a significantly better than 13.5 per cent. premium to
the Current Share Price. In order to keep up a timely rate of
returns, the Board has constructed an incentive scheme for the
Investment Manager (further details of which are set out below) to
ensure that Shareholders receive their returns in a timely manner
consistent with recovering value and rewarding appreciation above
the current NAV.
The above is derived from the Investment Manager's review of
what it considers a reasonable outcome for the various portfolio
companies and is not a forecast.
In seeking to realise the Company’s investments
in an orderly manner, the Board, in conjunction with the Investment
Manager, will take into account the continued costs of operating
the Company and the impact of the reducing NAV on ad
valorem adviser fees. Although current work for the Board is
quite time consuming and will continue to be so for some time, the
Directors also intend to reduce their fees following the end of the
first half of 2024. The capacity to trade in the Ordinary Shares
will be maintained for as long as the Board believes it to be
practicable and cost-effective during the Managed Wind-Down period
and the Board will seek to minimise costs wherever it is reasonable
to do so.
Once the Board is satisfied that the majority of
the Company’s portfolio has been realised, and subject to
Shareholder approval, the Company will be put into members’
voluntary liquidation and wound-up.
Benefits of the Proposal
The Board believes that the Proposal is in the best interests of
Shareholders as a whole and should yield the following principal
benefits:
- implementing a managed and orderly
disposal of investments should maximise the value to be realised on
the sale of the Company’s assets and, therefore, returns to
Shareholders;
- the Proposal will allow capital to
be returned to Shareholders in a cost-effective and timely
manner;
- the Company will continue to
benefit from the expertise of Judith MacKenzie and her team in
generating premium value in the Company’s portfolio and in
implementing the Managed Wind-Down strategy; and
- Shareholders can invest the cash
that is returned to them as part of the Managed Wind-Down as they
wish, including into other funds in this or other markets.
Change to the Investment Manager's fee
If the Resolution is passed, the Board intends
to amend the terms of the Investment Manager’s fee arrangement so
as to ensure the Investment Manager is appropriately incentivised
to maximise the value received from the Company’s assets and in a
timely manner.
The new fee structure will combine a reduction
in the base fee with the introduction of further fees that
incentivise the Investment Manager, and will also align its
interests with those of Shareholders, to complete the wind down
whilst seeking the best achievable values, at the point of
realisation, in a timely fashion in order for the Company to return
cash to Shareholders.
To this end, the Board and Investment Manager
have agreed that, subject to Shareholder approval of the New
Investment Policy, the Investment Manager’s current fee arrangement
will be replaced with:
- a basic management fee at the rate
of 0.25 per cent. per annum of the Company’s market capitalisation
payable monthly;
- a capital return fee which will be
applied to the distributions made to Shareholders during the
Managed Wind-Down process, with this fee being calculated on a
sliding scale dependent on the date of distribution so as to
incentivise the Investment Manager towards early distributions on
the following basis:
Period during which distributions take place |
Rate of capital return fee on the total value of
distributions made to Shareholders within the period |
Before 30 June 2024 |
0.95% |
1 July 2024 to 31 December 2024 |
0.65% |
1 January 2025 to 30 June 2025 |
0.2% |
1 July 2025 and after |
nil |
- an equity appreciation fee payable
only on completion of the Investment Manager’s realisation process
equal to 2.5 per cent. of all amounts (if any) by which total
distributions to Shareholders exceed the net asset value of the
Company as at the date Shareholders approve of the New Investment
Policy to encourage achieving value appreciation,
subject to an overall cap on total fees payable to the
Investment Manager in any 12 month period equal to 4.9 per cent. of
the market capitalisation (or NAV if lower) of Company as at the
date Shareholders approve of the New Investment Policy.
The notice period that will be required to be
given by the Company in the event the Company wishes to terminate
the Investment Management Agreement will remain 6 months. Shorter
notice may be provided so long as the Investment Manager receives
payment in lieu of such notice on the basis of the basic management
fee. All the other key commercial terms of the Investment
Management Agreement will remain unchanged.
The Investment Manager is a related party to the
Company and this change to the fee arrangements constitutes a
smaller related party transaction under Listing Rule 11.1.10R. No
other changes are being made to the management arrangements at this
time.
Means of returning capital
Pursuant to the Managed Wind-Down, the Company will seek to return
cash to Shareholders in an efficient and fair manner that accounts
for, among other things, the UK tax consequences for Shareholders
and the composition of the Company’s Shareholder register.
Returns of capital pursuant to the Managed
Wind-Down are likely, in the main, to take the form of bonus issues
of redeemable shares to Shareholders and potentially also tender
offers and, in such cases, will be conditional on, inter alia, the
relevant Shareholder approvals being obtained.
In the light of the advice received from the
Company’s tax advisers, the Company intends to implement returns of
capital principally by means of a bonus issue of redeemable B
shares to Shareholders with a nominal value of £1.00 each (the
“B Shares”). Such B Shares would then be
immediately redeemed by the Company with the return of cash to
Shareholders being treated as capital rather than income from a UK
tax perspective.
Dividends
If Shareholders vote to approve the Resolution and put the Company
into Managed Wind-Down, the Company will continue to pay a
sufficient level of dividend so as to maintain the Company’s
investment trust status during the Managed Wind-Down process. The
payment, quantum and timing of any dividends during the Managed
Wind-Down process will be at the sole discretion of the Board, and
the Board will take account of the UK tax consequences for
Shareholders in determining the most efficient means of returning
realised cash.
The amount of the net proceeds from the Managed
Wind-Down that can be paid as dividends and the timing of any
distributions will also be determined by the distributable reserves
of the Company. There can be no guarantee as to the payment,
quantum or timing of dividends during the Managed Wind-Down
process.
No further investments
The Company will not make any new investments during the Managed
Wind-Down process. Realised cash may be invested in liquid
cash-equivalent securities, including short-dated corporate bonds,
government bonds, cash funds or bank cash deposits (and/or funds
holding such investments) pending its return to Shareholders.
Therefore, although the New Investment Policy will provide the
Company with the flexibility to make new investments, in certain
limited circumstances, it is not expected that the Company will use
this flexibility.
Amendments to the Investment
Policy
The Proposal involves amending the Company’s Investment Policy and
adopting the New Investment Policy to reflect the realisation
strategy and the Company ceasing to make any new investments. The
proposed amendments to the Company’s Investment Policy are
considered a material change and therefore, in accordance with the
Listing Rules, the consent of Shareholders to the adoption of the
New Investment Policy is being sought.
The Listing Rules also require any proposed
material changes to the Company’s published investment objective
and policy to be submitted to the FCA for prior approval. The FCA
approved the New Investment Policy on 8 January 2024.
Resolution
The Proposal is subject to the approval of Shareholders. The
Resolution, which will be proposed as an ordinary resolution, seeks
authority to adopt the New Investment Policy. As an ordinary
resolution, for the Resolution to pass, more than 50 per cent. of
the votes cast must be voted in favour.
General Meeting
The General Meeting will be held at 6th Floor, St. Magnus House, 3
Lower Thames Street, London EC3R 6HD on 28 February 2024 at 11.30
a.m.
The Resolution will be voted on by way of a
poll. In accordance with the Articles, all Shareholders entitled to
vote and who are present in person or by proxy at the General
Meeting shall upon that poll have one vote in respect of every
Ordinary Share held.
Recommendation
The Board considers that the Proposal is in the best interests of
Shareholders as a whole and is unanimously recommending that
Shareholders vote in favour of the Resolution to be proposed at the
General Meeting.
Enquiries:
Chairman
T: 020 7416 7780
Hugh Aldous
Dickson Minto Advisers LLP
T: 020 7649 6823
Douglas Armstrong
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