REG - Down MicroCap InvTst - Statement re AGM voting recommendation

Downing Strategic Micro-Cap Investment TrustAnnouncement

14/08/2024 07:00

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RNS Number : 3545A  Downing Strategic Micro-Cap IT PLC  14 August 2024

Downing Strategic Micro-Cap Investment Trust plc

LEI Number: 213800QMYPUW4POFFX69

Board Supported by Independent Advisors

Downing Strategic Micro-Cap Investment Trust plc (the "Company") will hold its
Annual General Meeting ("AGM") on Wednesday 21 August 2024 at 12.00 p.m. At
the AGM, shareholders will be asked to re-elect Hugh Aldous as Chairman,
accept the Financial Statements and Statutory Reports, accept the Remuneration
Report and Policy, re-appoint BDO LLP as Auditors, authorise the Audit
Committee to fix the remuneration of Auditors and authorise the market
purchase of the Company's Ordinary Shares (the "Resolutions").

The Company has been informed that the assessment of two of the leading
independent proxy advisory agencies working in the financial markets is to
vote in favour of all of the Resolutions, which is in line with the Board's
unanimous recommendation.

Last month, following the receipt of a request to requisition a general
meeting of the Company (the "Requisition") from Vidacos Nominees Limited,
acting as nominee of Milkwood Capital Limited ("Milkwood"), resolutions were
put forward at a General Meeting on 5 August 2024 seeking to remove Hugh
Aldous and Robert Legget from the board and appoint three nominees of
Milkwood, as well as prevent the further distributions of dividends to
shareholders. Each of these resolutions were voted on by way of a poll and
none of the resolutions were carried.

As stated at the time the Board considers that Milkwood's decision to lodge
the Requisition was wholly self-serving and against shareholders' best
interests.  It is also disruptive as the Board and the Investment Manager are
focused on returning cash to shareholders pursuant to the shareholder approved
managed wind-down of the Company.  There is a dividend of 2.2 pence per share
to be paid out on 23 August 2024 and further net assets of 7.8 pence per share
to be realised for current Shareholders.

Shareholders are reminded, if voting by proxy at the AGM, that the latest time
and date for lodging proxy forms or submitting proxy instructions online in
connection with the AGM is 12.00 p.m. on Monday 19 August 2024. However,
intermediaries will have set earlier deadlines for underlying holders to
provide them with voting instructions. The record date and time for the
purposes of being entitled to vote at the AGM is 12.00 p.m.  on 19 August
2024, and the meeting will be held on 21 August 2024 at 12.00 p.m. at 6th
Floor, St Magnus House, 3 Lower Thames Street, London EC3R 6HD.

Hugh Aldous, chairman of the Company, commented: "Shareholders have voted
repeatedly to wind down the Company and return the value of the assets to
investors in the form of cash. That return, including the current declared
dividend, would amount to 61.7 pence per share with a current NAV of 7.8 pence
still to be returned.  The Board's intention is to remain on course to
complete the task set by Shareholders.  The world's leading governance
advisors, trusted by major fund managers globally, are supporting the
Company's position. We urge Shareholders to vote in favour of all the motions
at the AGM, which will enable the Board to finish the job."

If you are in any doubt about what action to take in respect of matters in
connection with your investment in DSM (including whether to vote or not, or
how to vote) you should consult your independent professional adviser
authorised pursuant to the Financial Services and Markets Act 2000"

 

 

 

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

 

 

 

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