Downing Strategic Micro-Cap Investment Trust PLC (the "Company")
LEI Number: 213800QMYPUW4POFFX69
Publication of Circular
24 January 2023
Further to the announcement of 20 January 2023, the Board of the Company announces that the Company has today published a circular (the "Circular") setting out recommended proposals for the amendment of the Company's articles of association (the "Articles") and the allotment and issue of a non-redeemable preference management share.
As previously announced, the Company has identified a technical legal issue with its share capital structure. Under the Companies Act 2006, the Company must have at least one non-redeemable share in issue. However, all of the current issued shares in the Company are redeemable.
In order to rectify this, the Board is convening a general meeting of the Company (the "General Meeting") to obtain approval for amendments to the Company's Articles in order to create a new class of share with minimal rights known as non-redeemable preference management shares, and to confer authority on the Board to allot one such share (the "Preference Management Share") which will be allotted and issued to the Company's investment manager, Downing LLP (the "Investment Manager").
The Preference Management Share
The Preference Management Share will have a nominal value of £0.01. The Preference Management Share will have no significant rights attached to it and will carry no right to vote or participate in the distribution of surplus assets beyond the amount paid up and will not be admitted to trading on the main market of London Stock Exchange plc. For the avoidance of doubt, there is no intention to issue further Preference Management Shares. The full rights attached to the Preference Management Shares are set out in the proposed new Articles.
Share buybacks and cash exit facility
As announced previously, in accordance with the provisions of the Companies Act 2006, the Company will not be able to buyback any Shares until the Resolution has been passed and the Preference Management Share issued to the Investment Manager. Assuming the Resolution is passed, the Company will recommence Share buybacks immediately following the General Meeting and the issue of the Preference Management Share.
For the avoidance of doubt, none of the proposals described in this announcement or the Circular will have an impact on the Company's 2024 cash exit proposal as previously announced.
The General Meeting will be held at St Magnus House, 3 Lower Thames Street, London EC3R 6HD on 20 February 2023 at 11.30 a.m.
The Resolution set out in the Notice seeks shareholder approval to amend the Articles and to confer authority on the Board to allot one Preference Management Share. If the Resolution is passed at the General Meeting, the Company will allot and issue the Preference Management Share to the Investment Manager as soon as possible thereafter.
A copy of the Circular and the proposed new Articles will shortly be available to view on the Company's website at www.downing.co.uk/existing-investor/downing-strategic-micro-cap-investment-trust-plc and on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Defined terms in this announcement have the same meaning as set out in the Circular unless the context requires otherwise.