REG - Literacy Capital PLC - B Share scheme apportionment ratio

Literacy CapitalAnnouncement

26/11/2025 07:00

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RNS Number : 9938I  Literacy Capital PLC  26 November 2025

The information contained in this announcement is restricted and is not for
publication, release or distribution in the United States of America, any
member state of the European Economic Area, Canada, Australia, Japan or the
Republic of South Africa.

 

 

26 November 2025

Literacy Capital plc

 

B Share scheme apportionment ratio

 

Literacy Capital plc ("Literacy" or the "Company"), a listed investment trust
primarily focused on investing directly into private businesses based in the
UK, would like to confirm the apportionment ratio in relation to the initial B
share return of capital (the "B Share Return") and the associated book cost,
further to the announcement dated 10 November 2025.  The circular in relation
to the Company's shareholder-approved B share scheme, which contains further
details in relation to returns of capital made by the Company pursuant to that
scheme (including the B Share Return), may be found on the Company's website
at https://www.literacycapital.com/investors/reports-and-results/default.aspx
(https://www.literacycapital.com/investors/reports-and-results/default.aspx)
within the "2024" subsection, in the document titled "Notice of Annual General
Meeting".

 

Pursuant to the authority received from Shareholders at the general meeting
held on 15 May 2025, the Board resolved to return approximately £6 million in
aggregate to Shareholders via an issue and immediate redemption of B Shares.
 On 13 November 2025, 6,017,479 B Shares of £1 each were paid up from the
Company's distributable reserve and issued to all Shareholders by way of a
bonus issue on the basis of one B Share for every 10 Ordinary Shares held at
the Record Date of 6.00 p.m. on 12 November 2025.

 

The B Shares were immediately redeemed at their nominal value of £1 per B
Share with a Redemption Date of 13 November 2025. The proceeds from the
redemption of the B Shares, which is equivalent to 10 pence per Ordinary
Share, were sent to uncertificated Shareholders through CREST, with cheques
posted to certificated Shareholders on 24 November 2025. Shareholders should
note that no certificates were issued in respect of the B Shares.

 

For the purposes of United Kingdom taxation of capital gains and corporation
tax on chargeable gains ("Capital Gains Tax"), the issue of B Shares
constitutes a tax-free reorganisation of the share capital of the Company.
Accordingly, (i) Shareholders receiving B Shares should not be treated as
having made a disposal of all or any part of their holding of existing
ordinary shares in the capital of the Company (the "Ordinary Shares") and (ii)
the B Shares received by a Shareholder should, together with their existing
holding of Ordinary Shares, be treated as the same asset as a Shareholder's
existing holding of Ordinary Shares, and as having been acquired at the same
time, and for the same consideration, as the Shareholder's holding of existing
Ordinary Shares was acquired. A Shareholder's combined holding of Ordinary
Shares and B Shares should have the same aggregate base cost as the
Shareholder's holding of Ordinary Shares immediately before the issue of B
Shares. The aggregate base cost should be apportioned between B Shares and the
Ordinary Shares held by a Shareholder by reference to the market values of the
Ordinary Shares and the B Shares on the first day of trading after the issue
of B shares.

 

Due to the terms on which the B Shares were issued and subsequently redeemed,
and as they were unlisted and non-transferable, their market value has been
assessed, below, as equal to their nominal value of £1 on 13 November 2025.
The market value of the Ordinary Shares is calculated with reference to their
market value on the first day of trading after the issue of the B Shares,
which is considered to be 13 November 2025.

Accordingly, the aggregate base cost of the Ordinary Shares which should be
apportioned against the B Shares redemption proceeds, received by Shareholders
on 24 November 2025, is 2.5707%, calculated as follows:

 

 Class of share   Market value on first day of trading (pence per share)  Relevant ratio used for the issue of B Shares  Relevant value (pence per share)  Relevant percentage
 Ordinary Share*  379                                                     10                                             3790                              97.4293%

                                                                                                                                                           (3790 / 3890)
 B Share          100                                                     1                                              100                               2.5707%

                                                                                                                                                           (100 / 3890)
 Total                                                                                                                   3890                              100.0%

 

* The lower of the two prices for an Ordinary Share shown in the London Stock
Exchange Daily Official List for 13 November 2025 as the closing price for an
Ordinary Share on that day plus one-half of the difference between those two
figures in accordance with SI 2015/616.

 

A worked example to provide guidance on the calculation of the UK capital gain
will follow in the coming days on the Company's website at
https://www.literacycapital.com/investors/reports-and-results/default.aspx
(https://www.literacycapital.com/investors/reports-and-results/default.aspx) .

 

United Kingdom taxation

 

The information above does not constitute legal or tax advice and is intended
only as a general guide to United Kingdom legislation and HMRC published
practice (which are both subject to change at any time, possibly with
retrospective effect). The information is not exhaustive and relates only to
certain limited aspects of the United Kingdom taxation treatment of the B
Share Return and is intended to apply only to Shareholders who (i) are
resident solely in the United Kingdom for United Kingdom tax purposes (and not
subject to the foreign income and gains regime), (ii) who are, and were the
absolute beneficial owners of their Ordinary shares and B Shares (iii) who
hold, or held, them as investments (and not as securities to be realised in
the course of a trade) (otherwise than through an Individual Savings Account
or a pension arrangement) and (iv) in the case of individuals, who are not
Scottish or Welsh taxpayers and to whom split year treatment does not apply.
The information above may not apply to certain Shareholders, such as, but not
limited to, dealers in securities, insurance companies, collective investment
schemes, Shareholders who are exempt from taxation, Shareholders who have (or
are deemed to have) acquired their Ordinary Shares or B Shares by virtue of an
office or employment and Shareholders who provide investment management
services to the Company or any affiliated entities. The position may be
different for future transactions.

 

Shareholders who are in any doubt as to their tax position, or who are subject
to tax in a jurisdiction other than the United Kingdom, should consult an
appropriate professional adviser.

 

-ENDS-

 

For further information, please contact:

 

Literacy Capital plc / Book Asset Management LLP

Richard Pindar / Aasha Tailor

+44 (0) 20 3960 0280

 

MHP Group

Reg Hoare / Ollie Hoare / Matthew Taylor

book@mhpgroup.com

+44 (0) 7817 458 804

 

Deutsche Numis

Hugh Jonathan / George Shiel

+44 (0) 20 7260 1000

 

About Literacy Capital plc

 

Literacy Capital (BOOK.L) is a closed-end investment company that was
co-founded by Paul Pindar and Richard Pindar in 2017 with £54m of capital.
Literacy listed on the London Stock Exchange in June 2021, before gaining
Investment Trust status on 1 April 2022. The Company focuses on opportunities
to invest for the long-term in growing private businesses where a clear route
to creating additional value can be seen with its support.

 

It also has a unique charitable objective, to donate 0.5% of annual NAV to
charities focused on improving UK literacy in children. £12.4m has been
donated or reserved for donation to charities since the trust's creation in
2017. For more information, please visit our website: www.literacycapital.com
(https://protect.checkpoint.com/v2/___http:/www.literacycapital.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzphNjUwYWQxZDUwODhlOWQ3MmI2NDdhYTkzOTJmNjA0Mzo2OmViNjk6ZTY1ZGRjZjU4MjE2YTJmMjU5YmYzMWZjOTYwMDBjMTI4MzY0YTIxYzQ1YzZkODczYzMwNzQ1YzM1YzI0NTg5YTpwOlQ6Tg)
.

 

A copy of this announcement will be available on the Company's website at
www.literacycapital.com
(https://protect.checkpoint.com/v2/___http:/www.literacycapital.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzphNjUwYWQxZDUwODhlOWQ3MmI2NDdhYTkzOTJmNjA0Mzo2OmViNjk6ZTY1ZGRjZjU4MjE2YTJmMjU5YmYzMWZjOTYwMDBjMTI4MzY0YTIxYzQ1YzZkODczYzMwNzQ1YzM1YzI0NTg5YTpwOlQ6Tg)
.

 

The information contained in this announcement regarding the Company's
investments has been provided by the relevant underlying portfolio company and
has not been independently verified by the Company. The information contained
herein is unaudited.

 

This announcement is for information purposes only and is not an offer to
invest. All investments are subject to risk.  Past performance is no
guarantee of future returns.  Prospective investors are advised to seek
expert legal, financial, tax and other professional advice before making any
investment decision.  The value of investments may fluctuate.  Results
achieved in the past are no guarantee of future results. Neither the content
of the Company's website, nor the content on any website accessible from
hyperlinks on its website for any other website, is incorporated into, or
forms part of, this announcement nor, unless previously published by means of
a recognised information service, should any such content be relied upon in
reaching a decision as to whether or not to acquire, continue to hold, or
dispose of, securities in the Company.

 

LEI: 2549006P3DFN5HLFGR54

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