REG - Down MicroCap InvTst - Result of Meeting

Downing Strategic Micro-Cap Investment TrustAnnouncement

05/08/2024 12:45

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RNS Number : 2188Z  Downing Strategic Micro-Cap IT PLC  05 August 2024

RNS Number:  2188Z

Downing Strategic Micro-Cap Investment Trust plc

5 August 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release.

 

Downing Strategic Micro-Cap Investment Trust plc (the "Company" or "DSM")

LEI Number: 213800QMYPUW4POFFX69

Results of Requisitioned General Meeting

 

Introduction

 

The Board of Directors of DSM announces the results of the Requisitioned
General Meeting of the Company held at 10.00 a.m. today. As set out in the
circular to Shareholders dated 8 July 2024 (the "Circular"), the Requisitioned
Resolutions proposed at the Requisitioned General Meeting comprised, in
summary:

 

§ ordinary resolutions to:

a)   appoint Rhys Drennan Summerton, André Charles Tonkin and Paul
Shackleton as new directors of the Company;

b)   remove two of the Company's current and experienced directors, being
Hugh Aldous and Robert Legget; and

c)   remove any person appointed as a director of the Company between 17
June 2024 (being the date on which the Requisition was received) and
immediately prior to the Requisitioned General Meeting; and

§ a special resolution (the "Special Requisitioned Resolution") that directed
that:

a)   the Board do not declare any dividend, return of capital or other
distribution on or prior to the Requisitioned General Meeting; and

b)   the second special interim dividend of 12 pence per Share declared on
28 May 2024 and any other dividend, return of capital or other distribution
declared or announced but not paid or made between the date of the Requisition
and immediately prior to the Requisitioned General Meeting be cancelled and of
no effect.

All Requisitioned Resolutions were voted on by way of a poll and the results
of the poll are shown below. None of the Requisitioned Resolutions were
carried.

As a result, Mr Aldous and Mr Legget remain on the Board, which will continue
to liaise with the Investment Manager in order to return capital to
Shareholders as efficiently as possible in accordance with the Company's
Managed Wind-Down. As previously announced, the Board intends to pay out the
fourth special interim dividend of 2.2 pence per Share on 23 August 2024 (the
"Fourth Special Interim Dividend") as planned which will result in aggregate
distributions of 61.7 pence per Share having been paid out during the Managed
Wind-Down (amounting to, approximately, 93.53 per cent. of the Company's NAV
as at 28 February 2024, being the date on which the Managed Wind-Down
commenced). As announced, as at close of business on 2 August 2024, the
Company's remaining NAV per Share was 8.04 pence.

 

Following the payment of the Fourth Special Interim Dividend, the Board
intends to take steps to put DSM into liquidation.

 

Hugh Aldous, Chair of Downing Strategic Micro-Cap Investment Trust plc, said:
"We have always maintained that the actions of Milkwood in bringing these
resolutions and forcing us to hold a wholly unnecessary General Meeting were
entirely self-serving and against Shareholders' best interests. We are pleased
that Shareholders have listened to our advice and have voted against
Milkwood's resolutions and acted to protect their interests. Thank you. We
will now proceed expeditiously to complete the task our Shareholders have set
us: namely to liquidate the assets in the fund and return the resulting
proceeds to Shareholders to dispose of as they see fit."

 

Results of General Meeting

 

 Resolution                                                                       Votes For  % (of votes cast excl. withheld)  Votes Against  % (of votes cast excl. withheld)  Total votes cast  %          Votes Withheld

                                                                                                                                                                                                  (issued

                                                                                                                                                                                                  share

                                                                                                                                                                                                  capital)
 Ordinary resolutions
 To remove Hugh Aldous as a director of the Company                               9,770,945  37.64                             16,187,513     62.36                             25,958,458        56.87      8,230
 To remove Robert Legget as a director of the Company                             9,770,945  37.64                             16,187,513     62.36                             25,958,458        56.87      8,230
 To remove any person appointed as a director after the Requisition and prior     9,750,845  37.60                             16,179,051     62.40                             25,929,896        56.81      36,792
 to the Requisitioned General Meeting as a director of the Company
 To appoint Rhys Summerton as a director of the Company                           9,765,945  37.63                             16,187,513     62.37                             25,953,458        56.86      13,230
 To appoint Andre Tonkin as a director of the Company                             9,765,945  37.62                             16,192,513     62.38                             25,958,458        56.87      8,230
 To appoint Paul Shackleton as a director of the Company                          9,765,945  37.62                             16,193,713     62.38                             25,959,658        56.87      7,030
 Special resolution
 That the board of directors be directed not to declare any dividend or return    9,749,361  37.56                             16,209,097     62.44                             25,958,458        56.87      8,230
 of capital prior to the Requisitioned General Meeting and the second special
 interim dividend declared on 28 May 2024 and any dividend or return of capital
 declared but not paid between the Requisition and the Requisitioned General
 Meeting be cancelled and of no effect

 

Shareholders are entitled to one vote per Share. Votes withheld are not a vote
in law and are therefore not counted in the calculation of the percentages of
the votes cast for and against a resolution. Where Shareholders appointed the
Chair as their proxy with discretion as to voting, their votes were cast
against all Requisitioned Resolutions and their Shares have been included in
the "votes against" column.

The total number of Shares in issue is 45,645,241. The Company holds no Shares
in treasury. The Company has one non-redeemable preference management share of
1 penny in issue. The non-redeemable preference management share does not
carry any voting rights. Each Share held outside of treasury carries a right
to one vote at a general meeting of the Company. Therefore, the total number
of voting rights in the Company is 45,645,241 votes.

The full text of the Requisitioned Resolutions can be found in the Notice of
Requisitioned General Meeting contained in the Circular. The Circular is
available for viewing on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at https://www.downingstrategic.co.uk/
(https://www.downingstrategic.co.uk/) .

Defined terms used in this announcement have the meanings given to them in the
Circular unless the context otherwise requires.

 

For further information please contact:

 

Chairman

Hugh Aldous                             tel: 020
7416 7780

 

Dickson Minto Advisers LLP

Douglas Armstrong                   tel: 020 7649 6823

 

Media Contacts - Garfield Advisory

Andrew Garfield                           tel: 07974
982337

Jason Nisse                                tel:
07769 688618

 

The person responsible for arranging for the release of this announcement on
behalf of the Company is ISCA Administration Services Limited, the Company
Secretary.

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