REG-The Diverse Income Trust Plc: Notice of GM
17/04/2026 07:02
Publication of Circular
This announcement and the information contained in it are not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into, the United States of America (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Japan, New Zealand, the Republic of South Africa, in any
member state of the EEA or in any other jurisdiction in which the same would
be unlawful.
17 April 2026
The Diverse Income Trust plc
(“ DIVI ” or the “
Company ”)
Publication of Circular
Further to the Company's announcement on 25 February 2026 in connection with
the proposals for the reconstruction and voluntary liquidation of the Company
(the “ Proposals” ), the Board is
today publishing a circular (the " Circular
") putting forward the Proposals and convening the required General
Meetings.
A copy of the Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also
be available on the Company's website (https://www.diverseincometrust.com/)
and at the registered office of the Company (19 th Floor,
51 Lime Street, London, EC3M 7DQ).
Introduction
As announced on 25 February 2026, following consultation with advisers and
having considered Shareholder feedback, the Board believes that it is in the
best interests of all Shareholders to liquidate the Company and give
Shareholders the option to roll their investment into Premier Miton UK Multi
Cap Income Fund (the " Sub-Fund "), a
sub-fund of Premier Miton Investment Funds 3 (the " OEIC
") or to receive a cash exit at net asset value, in each
case, less the costs of the Proposals (as defined below).
Since inception, the Company has delivered on its original objectives of
providing an attractive and growing level of dividends coupled with capital
growth over the long term through exposure to a diversified spread of
companies with a multi cap approach. Since IPO in 2011, the Company has
delivered a NAV total return of +323.85 per cent. including dividends of 49.21
pence per Ordinary Share, equivalent to a compounded +10.16 per cent. per
annum (as at 31 March 2026).
The Company has traded at an average discount of 1.89 per cent. since
inception. Notwithstanding, over the last 3 years, as sentiment towards the UK
equity income sector has driven outflows, the discount has trended wider,
trading at an average of 7.00 per cent. (as at 31 March 2026).
Since 2012, the Company has offered Shareholders an annual option to redeem up
to 100 per cent. of their Ordinary Shares at either the prevailing net asset
value at the redemption point, or (if a redemption pool is created) the
realised value of the assets attributable to the redeeming shares. During the
first decade of its life, the Board believes that this liquidity facility
allowed the Company to trade at a tighter discount than its peers, with
minimal redemptions as a result. However, the past three years have seen
significant redemptions under the annual redemption facility that the Company
offers to Shareholders. Most recently in 2025, the redemptions amounted to
30.8 per cent. of the issued Ordinary Shares at that time (excluding Ordinary
Shares held in treasury). As a result, the size of the Company has reduced
substantially to net assets of around £203.5 million (as at the Latest
Practicable Date). Whilst the facility has historically provided liquidity for
those wishing to sell their Ordinary Shares, more recently the Board believes
that the reduced size of the Company has impacted upon the marketability of
the Company to the detriment of all Shareholders. In particular the Board
notes this has resulted in increasing costs (as a percentage of net assets),
the inability to defend a narrow level of discount without further potential
shrinkage in the size of the Company and the reduction in the liquidity of
Ordinary Shares in the market.
Accordingly, the Board is today putting forward proposals to Shareholders for
the voluntary liquidation of the Company by way of a scheme of reconstruction
pursuant to Section 110 of the Insolvency Act 1986 (the "
Scheme "). Under the terms of the
Scheme, Shareholders will be offered the opportunity to roll over their
investment into the Sub-Fund, an open-ended fund also managed by Premier Fund
Managers Limited (the " Investment Manager
"), or to receive cash in respect of their investment in the Company, or a
combination of both.
The opportunity to roll over into the Sub-Fund will provide Shareholders with
the ability to maintain a similar investment approach. The Sub-Fund is managed
by the same individuals at the Investment Manager who manage the Company’s
portfolio, applying the same value-driven methodology. Over the period from 14
October 2011 (since when both the Company and the Sub-Fund have been in
existence 1 ) to 31 March 2026, the Company's net asset
value total return with dividends reinvested has been 348.60 per cent. (10.94
per cent. on an annualised basis) and that of the Sub-Fund has been 298.44 per
cent. (10.03 per cent. on an annualised basis). Both portfolios have
materially outperformed the UK market, as represented by the Deutsche Numis
All Share Index, which has returned 215.26 per cent. (8.27 per cent. on an
annualised basis) over the same period. The Sub-Fund has similar investment
objectives to the Company, and a significant majority of portfolio holdings
overlap. The Sub-Fund's investment objective and policy is to provide an
income with capital growth over the long term, being five years or more, by
investing in an actively managed portfolio with a minimum of 70 per cent. of
its assets in shares in companies incorporated or domiciled in the UK.
It is larger than the Company with net assets of around £285.8
million (as at 31 March 2026), and benefits from a lower ongoing charges
ratio.
The Options
Shareholders may elect, in whole or in part and in accordance with their
personal investment requirements, for either or both of the following options:
(a) the Rollover Option – rolling over some or all
of their investment into Class B income shares to be issued by the Sub-Fund;
and/or
(b) the Cash Option – receiving cash in the
liquidation of the Company in respect of some or all of their investment in
the Company.
Shareholders (other than Restricted Shareholders) that make no Election (or no
valid Election) will be deemed to have elected for Sub-Fund Shares.
The key features of the Sub-Fund are set out below and in Part 3
of the Circular. Shareholders should also refer to the
OEIC Prospectus and the Sub-Fund KIID which are available at
https://www.premiermiton.com/funds/premier-miton-uk-multi-cap-income-fund/
. The OEIC Prospectus and
Sub-Fund KIID do not form part of the Circular (and the Board takes no
responsibility for the contents of the OEIC Prospectus or the Sub-Fund KIID).
The Proposals
Under the Proposals, the Company will be wound up on the Liquidation Date by
means of a members' voluntary liquidation pursuant to a scheme of
reconstruction under Section 110 of the Insolvency Act 1986 and Shareholders
may elect to receive Sub-Fund Shares in the Sub-Fund (being Premier Miton UK
Multi Cap Income Fund) and/or cash in respect of all or part of their holding
of Ordinary Shares in the Company. Shareholders who
elect to roll over their investment into the Sub-Fund will receive Sub-Fund
Shares and, in consideration of such issue, the Company will transfer a
portion of its net assets to the OEIC (for the benefit of the Sub-Fund).
In this way, it is envisaged that it should be possible for
most UK resident Shareholders who hold their Ordinary Shares as investments to
be given a tax-efficient rollover of their entitlements.
The Sub-Fund Shares will be issued at the prevailing net asset value per
Sub-Fund Share as at 12.00 noon on the Effective Date.
Sub-Fund Shares issued pursuant to the Rollover Option will be issued without
any initial charge and the investment minimum will be waived.
Shareholders who elect for the Cash Option will be sent a cheque in respect of
their entitlement if they hold Ordinary Shares in certificated form or receive
payment through CREST in respect of their entitlement if they hold Ordinary
Shares in uncertificated form.
Shareholders' approval is required to implement the Proposals which will
involve the reclassification of the Company's existing Ordinary Shares to give
effect to the respective options for which each Shareholder has elected, the
voluntary liquidation of the Company and the appointment of the Liquidators.
In order to consider and approve the Proposals, General Meetings have been
convened for 12 May 2026 (the " First General Meeting
") and 26 June 2026 (the " Second General
Meeting "). The purpose of the
Circular is to provide you with further details of the Proposals and the
reasons why the Directors recommend that you vote in favour of the Resolutions
to be proposed at the General Meetings.
The Resolutions to be proposed at the General Meetings, on which all
Shareholders may vote, are required in order to obtain certain Shareholder
authorities in accordance with the Companies Act 2006, the Insolvency Act 1986
and the Listing Rules, as follows:
(a) at the First General Meeting, (i) to approve the
terms of the Scheme set out in Part 2 of the Circular; (ii) to amend the
Articles to give effect to the Scheme; (iii) to authorise the Liquidators to
enter into and give effect to the Transfer Agreement, to distribute Sub-Fund
Shares and cash to Shareholders in accordance with the Scheme, to purchase the
interests of any Dissenting Shareholders to the Scheme and to authorise the
Liquidators to apply to cancel the listing of the Reclassified Shares with
effect from such date as the Liquidators may determine; and
(b) at the Second General Meeting, amongst other
things, to appoint the Liquidators and to wind up the Company.
Benefits of the Proposals
The Directors consider that the Proposals should have the following benefits
for all Shareholders as compared to their current position, or under a
liquidation:
(a) they enable Shareholders to roll over some or
all of their investment into the Sub-Fund which has a similar investment
objective to the Company and is managed by the same individuals at the
Investment Manager who manage the Company's portfolio, thereby maintaining a
similar investment approach;
(b) Shareholders electing for the Rollover Option
will not suffer the full dealing costs that would be incurred on the
realisation of the Company's portfolio in the event of a simple liquidation;
and
(c) Shareholders who may be subject to UK capital
gains tax or corporation tax on chargeable gains should generally be able to
roll over their investment into the Sub-Fund and thereby continue to receive
investment returns without triggering an immediate liability to UK capital
gains tax or corporation tax on chargeable gains.
Shareholders who elect for the Cash Option in respect of some or all of their
investment will receive cash in the liquidation of the Company to the extent
of their Election for the Cash Option. Shareholders
should note that, depending on their particular circumstances, this may
trigger a chargeable gains tax liability. Please refer
to the paragraph headed "Taxation" in Part 4 of the Circular for further
details.
Shareholders who are in any doubt as to the contents of the Circular or as to
the action to be taken should immediately seek their own personal financial
advice from an appropriately qualified independent adviser authorised pursuant
to FSMA.
Conditions to the Scheme
The Scheme is conditional, among other things, upon:
(a) the passing of all Resolutions to be proposed at
(i) the First General Meeting and (ii) the Second General
Meeting (or at any adjournments thereof) and upon any conditions of such
Resolutions being fulfilled;
(b) the FCA agreeing to amend the listing of the
Ordinary Shares to reflect their reclassification as Reclassified Shares for
the purpose of implementing the Scheme; and
(c) the Directors and the OEIC ACD resolving to
proceed with the Scheme.
In the event that any of the conditions referred to in paragraphs (a)(i) or
(b) fails, the Second General Meeting will be adjourned indefinitely and the
Scheme will lapse.
The Sub-Fund
The Sub-Fund is an open-ended investment fund whose investment objective and
policy is to provide an income with capital growth over the long-term (being
five years or more), by investing in an actively managed portfolio with a
minimum of 70 per cent. of its assets in shares of companies incorporated or
domiciled in the UK. The Sub-Fund may also invest up to
30 per cent. of its assets in other investments such as listed securities in
other geographical regions, government bonds and corporate (company) bonds,
collective investment schemes and cash-like investments.
Please refer to Part 3 of the Circular for further details on the Sub-Fund,
including details of the investment objective and investment policy of the
Sub-Fund.
The Sub-Fund is managed by the same individuals at the Investment Manager that
manage the Company's portfolio, applying a very similar investment approach as
is applied to the Company’s portfolio. The Sub-Fund
has similar investment objectives to the Company and there is a significant
overlap of portfolio holdings. It is larger than the
Company, with net assets of around £285.8 million as at 31 March 2026, and
benefits from a lower ongoing charges ratio.
The OEIC (product reference number: 565733) is an open-ended investment
company with variable capital incorporated in England and Wales and authorised
by the Financial Conduct Authority as an undertaking for collective investment
in transferable securities (UCITS scheme) with effect from 14 September 2011.
The Sub-Fund (being a sub-fund of the OEIC whose product
reference number is 637739) is itself approved as a sub-fund of the OEIC.
The Sub-Fund Shares will not be admitted to listing and/or to trading by any
authority or stock exchange.
The Sub-Fund Shares that will be issued pursuant to the Scheme are Class B
income shares.
Full details of the mechanics of the Scheme and entitlements of Shareholders
under the Scheme are contained within the Circular.
Interim dividends
The Company has declared a third interim dividend of 1.20 pence per Ordinary
Share in respect of the financial year ending 31 May 2026, payable on 21 May
2026 to Shareholders on the register on 1 May 2026. The ex-dividend date will
be 30 April 2026.
It is anticipated that the Company may pay a further dividend in advance of
the Effective Date in order to ensure that the Company meets the distribution
requirements to maintain investment trust status.
Information relating to the declaration and payment of such further dividend
(if any) will be released by the Company via an RNS in advance of the
Effective Date.
In light of the Proposals, the Company has also withdrawn its Dividend
Reinvestment Plan (" DRIP "),
previously managed by its Registrar, MUFG Corporate Markets. Therefore,
Shareholders will no longer be able to automatically reinvest their dividend
in Ordinary Shares.
Costs of the Proposals
The Company will bear its own costs and expenses incurred in connection with
the Proposals.
Any liability for transfer taxes in respect of the transfer of certain assets
to the Sub-Fund will be borne by the Sub-Fund, provided that, in those
jurisdictions where it is customary for the liability for transfer taxes to be
split between the transferor and the transferee, the Company shall bear such
part of the transfer tax liability (as part of its own costs and expenses
incurred in connection with the Proposals) to the extent that such part of the
transfer tax liability is customarily borne by the transferor in the relevant
jurisdiction.
The costs payable by the Company in connection with the implementation of the
Proposals (excluding any costs associated with the realisation of the Cash
Pool and the realignment of the Rollover Pool) are expected to be
approximately £790,000 (including VAT, where applicable).
These costs have not been accrued in the Company's net asset value as at the
Latest Practicable Date.
General Meetings
The implementation of the Proposals will require two General Meetings of the
Company which have been convened for:
(a) 12.00 p.m. on 12 May 2026 at 1 Finsbury Circus,
London EC2M 7SH (the " First General Meeting
"); and
(b) 10.00 a.m. on 26 June 2026 at 1 Finsbury Circus,
London EC2M 7SH (the " Second General Meeting
").
The notices convening these meetings are set out at the end of the Circular.
All Shareholders are entitled to attend and vote at the
First General Meeting and the Second General Meeting and, on a show of hands,
shall each have one vote and, on a poll, shall have one vote for every
Ordinary Share held by them.
The Resolutions to be proposed at the General Meetings will, if passed,
approve the Scheme and put the Company into liquidation, as further described
below.
At the First General Meeting, Resolutions will be proposed which, if passed,
will:
(a) amend the Articles of Association in order to
implement the Scheme and make provision for the issue of the relevant numbers
of Sub-Fund Shares to Shareholders on a voluntary liquidation of the Company;
(b) subject to the Scheme becoming unconditional,
authorise the implementation of the Scheme by the Liquidators, including the
entry into the Transfer Agreement by the Liquidators, the allotment of the
relevant number of Sub-Fund Shares, by the Sub-Fund, to the Liquidators (who
will renounce such shares in favour of the relevant Shareholders) and the
realisation of the Cash Pool and distribution of cash by the Liquidators to
the relevant Shareholders; and
(c) subject to the Scheme becoming unconditional,
authorise the Liquidators to purchase the interests of Dissenting Shareholders
and to apply to cancel the listing of the Company's Ordinary Shares, with
effect from such date as the Liquidators will determine.
If the Scheme is not approved by Shareholders at the First General Meeting,
the Proposals will be abandoned and the Second General Meeting will be
adjourned indefinitely. In this event, the Board will
consider alternative proposals for the future of the Company, the
implementation of which may result in additional costs being incurred.
At the Second General Meeting, a special resolution will be proposed which, if
passed, will place the Company into voluntary liquidation, appoint the
Liquidators and agree the basis of their remuneration, instruct the Company
Secretary to hold the books to the Liquidators' order, and provide the
Liquidators with appropriate powers to carry into effect the amendments to the
Articles made at the First General Meeting. The
Resolution to be proposed at the Second General Meeting is conditional upon
the Directors and the OEIC ACD resolving to proceed with the Scheme.
The Resolutions will require the approval of 75 per cent. or more of the votes
cast at the relevant meeting, whether in person or by proxy.
Expected Timetable
2026
Latest time and date for receipt of proxy appointments from Shareholders for the First General Meeting 12.00 p.m. on 8 May
Latest time and date for receipt of the Form of Election and/or TTE Instructions from Shareholders wishing to elect for the Cash Option 1.00 p.m. on 8 May
Latest time and date for receipt of the Tax Residency Self-Certification Forms from Unverified Shareholders wishing to elect for the Rollover Option 1.00 p.m. on 8 May
Scheme Entitlements Record Date 6.00 p.m. on 8 May
Ordinary Shares disabled in CREST 6.00 p.m. on 8 May
Suspension of trading in Ordinary Shares 7.30 a.m. on 11 May
First General Meeting 12.00 p.m. on 12 May
Calculation Date 11.59 p.m. on 23 June
Latest time and date for receipt of proxy appointments from Shareholders for the Second General Meeting 10.00 a.m. on 24 June
Reclassification of the Ordinary Shares 8.00 a.m. on 25 June
Suspension of dealings in Reclassified Shares 7.30 a.m. on 26 June
Second General Meeting 10.00 a.m. on 26 June
Appointment of the Liquidators 26 June
Effective Date and Transfer Agreement executed and implemented 26 June
Sub-Fund Shares issued pursuant to the Scheme 26 June
First day of dealing in Sub-Fund Shares 29 June
Contract notes expected to be despatched in respect of Sub-Fund Shares issued pursuant to the Scheme As soon as practicable following the Effective Date
Cheques expected to be despatched and CREST payments made to Shareholders in respect of the Cash Option Expected to be around 10 Business Days from the Effective Date
Cancellation of listing of Reclassified Shares After the Effective Date
The times and dates set out in the expected timetable of events above and
mentioned throughout this announcement may be adjusted by the Company in which
event details of the new times and dates will be notified, as requested, to
the Financial Conduct Authority, the London Stock Exchange and, where
appropriate, Shareholders. All references to time in this announcement are
to UK time.
Note 1: The Company was launched on 28 April 2011 and the Sub-Fund was
launched on 14 October 2011.
Enquiries
The Diverse Income Trust plc Andrew Bell, Chair Contact via Panmure Liberum Limited
Premier Miton Group plc Gervais Williams, Martin Turner, Claire Long 01483 306090
Panmure Liberum Limited Alex Collins, Tom Scrivens, Ashwin Kohli 020 3100 2000
LEI: 2138005QFXYHJM551U45
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