REG - Literacy Capital PLC - Notice of AGM

Literacy CapitalAnnouncement

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RNS Number : 6476A  Literacy Capital PLC  16 April 2026

The information contained in this announcement is restricted and is not for
publication, release or distribution in the United States of America, any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.

 

 

16 April 2026

Literacy Capital plc

 

Publication of Notices of Annual General Meeting and Warrantholder Meeting

 

Literacy Capital plc ("Literacy", "BOOK" or the "Company"), a listed
investment trust primarily focused on investing directly into private
businesses based in the UK, today announces the release of a circular
containing notices of:

 

-              its annual general meeting to be held at 10.00
a.m. on 20 May 2026; and

 

-              a meeting of Warrantholders to be held at 10.15
a.m. on 20 May 2026,

 

each at 3rd Floor, Charles House, 5-11 Regent Street, St James's, London, SW1Y
4LR (the "Circular").

 

In addition to the ordinary business of the Annual General Meeting, the
Resolutions to be proposed at the Annual General Meeting include a proposal
that Shareholders approve an amendment to the terms of the warrant instrument
dated 18 June 2021 creating warrants to subscribe for shares in the Company,
as amended (the "Warrant Instrument"), being specifically an amendment to the
price to be paid by Warrantholders for Ordinary Shares on the exercise of
Warrants (the "Warrant Subscription Price"). The proposed changes to the
Warrant Instrument also require the approval of Warrantholders acting by
special resolution of Warrantholders. The Circular therefore also contains
notice of the Warrantholder Meeting at which such approval will be proposed.

Warrant Instrument Deed of Amendment

Set out below are proposals varying the Warrant Subscription Price. The
purpose of the proposed variation of the Warrant Instrument is to ensure that
team members of the Investment Manager are fairly compensated and incentivised
to ensure alignment with Shareholders and enable retention of these
individuals.

For existing Warrants, subject to adjustments made by the Company in
accordance with the terms of the Warrant Instrument form time to time in
relation to changes in the Company's share capital, the Warrant Subscription
Price of each Warrant is the higher of:

 (i)   the average of the mid-market values of an Ordinary Share trading on the
       Specialist Fund Segment of the Main Market of the London Stock Exchange for
       the five business days prior to the date that the relevant Warrants are
       allotted and issued ("Subscription Price Market Value"); and
 (ii)  the prevailing net asset value per Ordinary Share calculated in accordance
       with the Company's published valuation policy on the date that the relevant
       Warrants are allotted and issued with such adjustments as may be agreed by the
       Company and the Investment Manager to reflect material portfolio events
       following the publication of the prevailing Net Asset Value per Ordinary Share
       (including, without limitation, any changes that would result to the Net Asset
       Value as a result of a "Triggering Event" (as defined in the Company's
       valuation policy)) ("Subscription Price NAV").

The change proposed to the Warrant Subscription Price is to change the Warrant
Subscription Price for new Warrants not already in issue from being the
"higher of" Subscription Price (each as defined above) to the "average of"
Market Value and Subscription Price NAV (each as defined above). The changes
would not apply to Warrants which are already in issue, which would retain
their existing Warrant Subscription Price subject to any adjustments made in
accordance with the terms of the Warrant Instrument.

The change to the Warrant Subscription Price described above, which is
conditional on Shareholder and Warrantholder approval as described below,
would be implemented pursuant to a conditional deed of amendment to the
Warrant Instrument which has been executed by the Company and dated the date
of this announcement (the "Warrant Instrument Deed of Amendment").

The Company is not admitted to the Official List and as such the Company is
not subject to the Listing Rules. Nevertheless, as a matter of good corporate
governance, and as set out in the Company's IPO Prospectus, the Company
voluntarily complies with the UK Listing Rules concerning related party
transactions as if the Company were subject to the UK Listing Rules. UK
Listing Rule 11 (if applicable) would require the Company to seek prior
approval of Shareholders before entering into a transaction of this nature
with a "related party" within the meaning of the UK Listing Rules.

The members and employees of the Investment Manager are considered to be
related parties of the Company for these purposes (given their relationship to
the Company and as existing or potential Warrantholders) and therefore the
Warrant Instrument Deed of Amendment is conditional on the passing of
Resolution 1 at the Annual General Meeting, as well as being conditional on
the passing of the Warrantholder Resolution in accordance with the terms of
the Warrant Instrument.

Under the terms of the Warrant Instrument, the Company has agreed to issue
Warrants to members and employees of the Investment Manager upon request of
the Investment Manager. The issue of Warrants from time to time is designed to
provide long-term incentivisation for members of the management team and the
mechanism for the Investment Manager to request the issue of Warrants is set
out in the Warrant Side Letter.

The maximum number of Warrants to be issued will be equal to five per cent of
the total issued share capital at the time of the Company's admission to the
Specialist Fund Segment of the Main Market of the London Stock Exchange
("Admission") (a refresher of the relevant allotment authority is being sought
pursuant to Resolutions 16 and 18 at the Annual General Meeting).

The Warrants are not and will not be admitted to trading and are transferrable
only in limited circumstances. The terms of the Warrants state that they can
be exercised into Ordinary Shares in a time period between the third and tenth
anniversaries of their respective issue dates. The longstop date for
exercising all Warrants in issue is the fifteenth anniversary of Admission.
The Warrants do not entitle holders to any voting rights in the Company.
Warrantholders benefit from certain standard protections ensuring that the
rights of the Warrants cannot be changed without the consent of
Warrantholders.

Warrants have not been and will not be issued to Paul Pindar or Richard
Pindar.

In further voluntary compliance with the UK Listing Rules concerning related
party transactions, the Company has received advice from Deutsche Numis, as
the Company's corporate broker and financial adviser, that the proposed
variations to the Subscription Price brought about by the entry into the
Warrant Instrument Deed of Amendment (the "Related Party Transaction") are
fair and reasonable so far as the Shareholders of the Company are concerned.
In providing its advice, Deutsche Numis has taken into account the Independent
Directors' commercial assessment of the Related Party Transaction. The
"Independent Directors" for these purposes are Rachel Murphy, Christopher
Sellers and Dawn Marriott. Paul Pindar and Richard Pindar are not considered
to be Independent Directors for these purposes as they are principals of the
Investment Manager.

Any capitalised terms not defined in this announcement shall have the same
meaning as in the Circular.

An electronic copy of the Circular can be viewed at
www.literacycapital.com/investors/reports-and-results
(http://www.literacycapital.com/investors/reports-and-results) , and will
shortly be submitted to the National Storage Mechanism at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.

 

-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. £12.7m 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.

 

Important Information

 

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG (trading for these purposes as Deutsche Numis) is registered
as a branch office in the register of companies for England and Wales at
Companies House (branch registration number BR000005) with its registered
branch office address and principal place of business at 21, Moorfields,
London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European
Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and
the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117
Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With
respect to activities undertaken in the United Kingdom, Deutsche Bank AG is
authorised by the Prudential Regulation Authority. It is subject to regulation
by the Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request.

 

Deutsche Bank AG, acting through its London branch (which is trading for these
purposes as Deutsche Numis) ("Deutsche Numis") is acting exclusively for the
Company and no one else in connection with the Circular and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Deutsche Numis nor for providing advice in relation to
any matters referred to in the Circular. Neither Deutsche Numis nor any of its
affiliates (nor any of their respective directors, officers, employees or
agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in connection
with the Circular, any statement contained therein or otherwise. For the
avoidance of doubt, Deutsche Numis is not acting as sponsor to the Company.

 

LEI: 2549006P3DFN5HLFGR54

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