REG - Investment Co PLC - Proposals for the future of the Company

Investment (THE)Announcement

24/02/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260224:nRSX0853Ua&default-theme=true

RNS Number : 0853U  Investment Company PLC  24 February 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
ACQUIRE, SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHALL
FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT
TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER.

24 February 2026

The Investment Company plc

(the "Company")

Proposals for the future of the Company

 

Further to the announcement on 2 December 2025 outlining that the board of the
Company (the "Board") was considering options for the Company's future, the
Board is pleased to announce that heads of terms have been agreed in relation
to proposals regarding the appointment of a new portfolio manager, the
adoption of a new investment policy, a tender offer to existing shareholders
(the "Tender Offer") and the recapitalisation of the Company (the "Capital
Raise") through the issue and sale of ordinary shares in the capital of the
Company (the "Shares") (together the "Proposals").

Background

The Company's current investment manager, Chelverton Asset Management Ltd
("CAM") has indicated to the Board that its preference would be to step down
as investment manager to the Company, subject to the Company agreeing that it
would be willing to terminate the existing investment management agreement
entered into between the Company and CAM in July 2023 (the "IMA"). Following
constructive discussions between CAM and the Board, the Board decided to
explore options for the Company's future, including the potential appointment
of a new investment manager to replace CAM, the potential for a combination of
the Company with another listed investment trust and the potential winding-up
of the Company.

The Board was pleased that a number of parties expressed interest in acting as
investment manager to the Company going forward, with a variety of potential
new strategies presented, including a proposal from Dowgate Wealth Limited
("Dowgate"). The proposition put forward by Dowgate was particularly
compelling and aligned with the Board's view for the future strategic
direction of the Company. The Board is pleased that CAM is supportive of the
Proposals which are set out in more detail below, and which will be subject to
various approvals and conditions, including shareholder approval and certain
regulatory approvals.

New portfolio manager

Pursuant to the Proposals, the Company intends to appoint Dowgate as its
portfolio manager in place of CAM, with the existing IMA terminating
simultaneously upon the appointment of Dowgate. Dowgate's appointment will be
conditional upon the Proposals being implemented, including the adoption of a
new investment objective and policy which is summarised below.

Dowgate is a dynamic, owner-managed boutique wealth and fund manager with £2
billion of assets under management. It acts as investment manager to two funds
- including one closed-ended vehicle, Onward Opportunities Limited - and has a
track record for taking on and scaling mandates. Dowgate currently acts as
manager of inflation-protection strategies for private clients, high net worth
individuals, charities and trusts. If appointed, the Company's portfolio
management is expected to be led by Jeremy McKeown, Market Strategist at
Dowgate, who will be supported by the broader Dowgate investment team.

Investment policy

As part of the Proposals, the Company will, subject to Financial Conduct
Authority and shareholder approvals, introduce a new investment objective and
policy which will seek to protect and grow the real purchasing power of
shareholders' capital over the long-term through investing in a diversified
portfolio of assets that possess inherent scarcity, enduring economic
relevance and resilience to monetary debasement.

Dowgate will seek to achieve this through investing in a multi-asset portfolio
across distinct, scarcity-based pillars including: (i) foundational reserves;
(ii) strategic equity participations consisting of a core concentrated
portfolio of scarce equities which are resistant to technological disruption;
and (iii) inflation-protected instruments, which will serve as a cash
alternative for the Company, and whose purpose will be specifically designed
to protect investors' purchasing power.

The Dowgate team believe that the traditional 60:40 portfolio no longer serves
as an effective investment strategy and the mandate proposed would provide the
Company with an investment approach that is better-suited to the future. Full
details of the proposed new investment objective and policy will be published
in due course alongside further details of the Proposals.

Capital Raise

Under the Proposals, the Company intends to raise new capital. It is proposed
that the Capital Raise will be undertaken by way of a placing, offer for
subscription and/or through a matched bargain facility established in
connection with the Tender Offer.

The Tender Offer

Subject to the Proposals being successfully implemented, existing shareholders
in the Company are expected to be offered the option of a cash exit for up to
100 per cent. of their Shares at a five per cent. discount to the prevailing
net asset value of the Company. The Directors (save for David Horner) have
confirmed that they will not tender their shares in the Tender Offer.

Conditions and approvals

The implementation of the Proposals is subject a number of shareholder
approvals, regulatory approvals and court approvals, as well as enough capital
being raised to ensure that the Company has sufficient scale following
completion of the Proposals.

A circular providing further details of the Proposals and convening a general
meeting to seek the necessary shareholder approvals will be published by the
Company as soon as practicable. It is anticipated that the process to
implement the Proposals will complete in the second quarter of this year.

The various elements of the Proposals are inter-conditional such that, unless
the Proposals as a whole are successfully implemented, then no single element
of the Proposals will proceed on a standalone basis. As such, there can be no
guarantee that the Proposals will be successfully implemented, in whole or in
part.

Ian Dighe, Chairman of The Investment Company plc commented:

"I am delighted that we have reached a preliminary agreement in relation to a
plan for the Company's future. With a heritage dating back to 1868, making the
Company one of the oldest investment trusts on the London Stock Exchange, we,
as a Board, are keen to secure an appropriate future for the Company with a
mandate which is designed to protect and grow the real purchasing power of
shareholders' capital over the long-term. The Board believes that the
Proposals on which we have reached preliminary agreement with Dowgate achieve
this, offering shareholders the opportunity to continue their investment in
the Company, in what we believe will be an exciting new strategy, or to exit
should they so wish.

"The Board is grateful to CAM for supporting the Board in reaching agreement
on the Proposals. We look forward to announcing further details in due course
and, with the support of our shareholders, securing an exciting future for the
Company."

Ben McKeown, Investment Director, Dowgate Wealth said:

"It is a privilege to propose a new future for The Investment Company plc, a
cornerstone of the UK's investment trust sector. Since 1868, the Company has
navigated every major financial cycle; our objective is to ensure it thrives
in the next one by modernising its strategic engine for a new era.

At Dowgate Wealth, we have built a culture defined by entrepreneurialism,
high-conviction and long-term thinking. Our proposal for The Investment
Company is the logical evolution of our platform. Having successfully launched
the fast-growing Onward Opportunities Ltd in 2023, one of the UK's newest
investment companies while also managing the deep-value SVS Dowgate Cape Wrath
Focus Fund, we are uniquely positioned to bridge tradition with modern
agility. Our strategy will revitalise one of the market's most historic
vehicles, capitalising on the distinct structural opportunities emerging in
today's global economy."

For further information, please contact:

 The Investment Company PLC                              Tel: +44 (0) 20 3934 6632
 Ian Dighé, Chairman

 Shore Capital                                           Tel: +44 (0) 20 7601 6128
 Gillian Martin / Anita Ghanekar / Matthew Walton (Corporate Advisory)

 Henry Willcocks / Fiona Conroy (Corporate Broking)

 Dowgate Wealth                                          Tel: +44 (0) 77 33 032 695 / +44 (0)204 529 0549

 Charlie Barker / Nick Jackman

 Dowgate@houston.co.uk
 ISCA Administration Services Limited Company Secretary  Tel: +44 (0) 1392 487056

 

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014, as it forms part of UK domestic law ("MAR"). Upon
publication of this announcement, the inside information is now considered to
be in the public domain for the purposes of MAR. The person responsible for
arranging the release of this announcement on behalf of the Company is Tim
Metcalfe, Director.

LEI: 2138004PBWN5WM2XST62

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  STRDBGDDLGDDGLX



            Copyright 2019 Regulatory News Service, all rights reserved