REG-Menhaden Resource Efficiency PLC: Circular re Members' Voluntary Liquidation
28/02/2025 07:15
28 February 2025
Menhaden Resource Efficiency plc (‘MHN’ or the ‘Company’)
LEI: 2138004NTCUZTHFWXS17
Publication of Circular in relation to the proposed Members' Voluntary
Liquidation and return of capital
Further to the Company’s announcement on 20 December 2024, the Board
announces that it has today published a circular to shareholders (the
"Circular") to convene a general meeting (the "General Meeting") in connection
with its proposal that the Company be placed into members' voluntary
liquidation (the "Members' Voluntary Liquidation").
Capitalised terms used in this announcement shall have the same meanings given
to them in the Circular unless otherwise defined herein.
The Members' Voluntary Liquidation is conditional on the approval of
Shareholders of the special resolution to be proposed at the General Meeting
(the "Resolution").
The formal notice convening the General Meeting, to be held at the office of
Frostrow Capital LLP at 25 Southampton Buildings, London WC2A 1AL, at 10.00
a.m. on 25 March 2025, is set out at the end of the Circular. The Notice of
General Meeting includes the full text of the Resolution.
Shareholders should read the whole of the Circular, in particular the letter
from the Chairman, which contains the unanimous recommendation from the Board
that Shareholders vote in favour of the Members' Voluntary Liquidation.
Howard Pearce, Chair of Menhaden Resource Efficiency plc, said:
“Shareholders have expressed clear feedback to move forward promptly with
the portfolio realisation; we appreciate their constructive input. The
Circular published today reflects their wish for a timely and cost-effective
full cash exit. If these proposals are approved on 25th March, we expect that
the listed portfolio will be realised shortly after the appointment of
liquidators, with an initial distribution expected during the week commencing
26 May 2025.
Led by the portfolio manager, Menhaden Capital Management, and the company’s
brokers, Deutsche Numis, good progress has been made in discussions with
potential buyers of the unquoted investments, including with the
investments’ General Partners. Given their expertise and knowledge of the
portfolio investments, the portfolio manager will if needed be called on by
the liquidators to help maximise value for shareholders. Net proceeds from the
unquoted sales will be returned to shareholders as soon as possible.”
Ben Goldsmith, CEO of the portfolio manager, Menhaden Capital Management,
added:
“We fully support the board putting forward this realisation plan for
shareholders’ approval. It aims to provide our investors with a full cash
exit, optimising the speed and costs of the process. We will assist the
liquidator as required to help expedite the sale of the quoted and unquoted
investments. I, and the rest of the MCM team, would like to thank shareholders
in advance, for their ongoing support in this process.”
Background and shareholder support
Following careful consideration, and in consultation with the Portfolio
Manager, the AIFM, the Company's corporate broker and a range of shareholders,
the Board has decided that approval of a Members' Voluntary Liquidation at the
General Meeting is in the best interests of the Company and shareholders as a
whole. The Board believes that this will achieve optimal, timely and
cost-effective realisation of the portfolio. Feedback from shareholders has
indicated overwhelming support for the proposal and the Board thanks them for
their constructive approach.
The Company has subsequently engaged with a number of large shareholders and
received letters of intent to vote, or procure the votes, in favour of the
Resolution to be proposed at the General Meeting from a majority of the
Company's top Shareholders, including Cavamont Holdings Limited, Generali
Deutschland Versicherung and the principals at the Portfolio Manager.
Assuming the Resolution is approved at the General Meeting, the process of
voluntary liquidation will commence with the appointment of the Liquidators.
It is intended that the Company's listed investments will be sold shortly
following the General Meeting. The Portfolio Manager is engaged in ongoing
discussions with the General Partners of the unquoted investments that the
Company holds, with a view to disposing of such investments as soon as
practicable.
EXPECTED TIMETABLE
2025
Last day for dealings in the Shares on the London Stock Exchange on a rolling two-day settlement basis 19 March(¹)
Latest time and date for receipt of hard copy forms of proxy or electronic proxy appointments for the General Meeting 10.00 a.m. on 21 March(²)
Payment date for the First Interim Dividend 24 March
Payment date for the Second Interim Dividend 24 March
Close of Register and record date for participation in the Members' Voluntary Liquidation 6.00 p.m. on 24 March
Suspension of Shares from trading on the London Stock Exchange and suspension of listing on the Official List 7.30 a.m. on 25 March(³)
General Meeting 10.00 a.m. on 25 March
Publication of the results of the General Meeting 25 March
Appointment of the Liquidators 25 March
Initial Distribution to Shareholders expected during the week commencing 26 May (⁴)
Notes:
(¹) After this date, dealings should be for cash settlement only and will be
registered in the normal way if the transfer, accompanied by the documents of
title, is received by the Registrars by close of business on 21 March 2025.
(²) Shareholders should be aware that deadlines for voting through platforms
may be earlier than the Company's proxy voting deadline. The Association of
Investment Companies has published on its website some guidance on how to vote
shares in investment companies on major platforms. If you are in any doubt as
to how to vote your Shares please contact the relevant platform.
(³) Cancellation of the listing of the Shares on the Official List and
cancellation of admission to trading of the Shares on the Main Market will
take place as soon as practicable thereafter or on such date as the
Liquidators shall determine. An announcement will be made at the relevant
time.
(⁴) Actual date to be determined by the Liquidators.
The above times and/or dates may be subject to change and, in the event of
such change, the revised times and/or dates will be notified to Shareholders
by an announcement through a Regulatory Information Service.
All references to times in this announcement are to London times.
FURTHER INFORMATION
Overview and further background of the proposal
The Company was founded in 2015 on the belief that, with insatiable demand for
higher living standards on a finite planet, some companies enabling the
cleaner and more efficient delivery of basic societal needs and key
infrastructure, such as energy, water, digital services and mass
transportation, or mitigating environmental risks like pollution and climate
change, will grow earnings faster than the global economy over the long
term. The Company was established with an unlimited life, however, the
Articles provide that a continuation resolution be put to shareholders as an
ordinary resolution at the annual general meeting of the Company every five
years, with the next continuation vote due to be put to shareholders at the
annual general meeting to be held in July 2025 (the "2025 Continuation Vote").
The strategy has been successful from the perspective of NAV growth. Although
the NAV has grown (to 31 January 2025) by 7.3% per annum since inception, and
by 9.9% per annum (to 31 January 2025) since the appointment of Luciano Suana
as Chief Investment Officer in March 2016, the share price growth has
continually lagged NAV growth with the shares trading at a discount of 38.9%
on the day prior to the Company's announcement on 16 September 2024 (referred
to below). At the release of that announcement, the Company's Share price
performance remained below the Company's RPI+3% benchmark over three years and
since inception.
For a number of reasons significant share price discounts have persisted
across the majority of the UK investment trust sector. The share price
discount to the Company’s NAV per Share has been a metric that has concerned
the Board and which it monitors extremely closely. The table below at Figure 1
shows the Company's share price discount to NAV since 2015.
Over the past couple of years, the Board has taken action to help mitigate
this share price discount. Whilst the Board had not historically favoured
share buybacks for such purpose, it recognised that they are accretive to NAV
per Share and can help to temper share price volatility, as well as sending a
signal to the market about the Board's confidence in the underlying value of
the assets in the portfolio. Therefore, during 2023 the Company undertook a
modest programme of share buybacks. While this exercise resulted in no
discernible effect on the discount at the time, with the discount continuing
to widen the Board took the decision in June 2024 to recommence the programme.
Alongside this the Board continued its marketing and communication efforts to
try to stimulate demand by informing potential investors of the inherent value
in the Company’s assets and shares.
Figure 1
Year Share price discount to NAV (as at 31 December) (%)
2015 -8.2
2016 -22.2
2017 -25.6
2018 -26.1
2019 -17.9
2020 -25.4
2021 -28.1
2022 -31.4
2023 -37.2
15 September 2024 -38.9
Source: The Company.
Conscious of the challenges facing the listed investment company sector, many
of which the Company has also faced, and notwithstanding the Company's good
net asset value performance, at its current size the Company’s secondary
market liquidity is relatively low and it has been unable to attract
sufficient attention and demand from investors, which has also been a factor
behind the Company’s shares trading at a material discount to the NAV per
Share.
This led to the Board's announcement on 16 September 2024 that the Company,
together with its advisers, would carry out a formal review of the options
available to the Company in order to address the issues facing the Company
ahead of the 2025 Continuation Vote.
While the Board believes that the Company's resource efficiency investment
thesis remains compelling, headwinds continue to weigh more widely on appetite
for investment trust shares, particularly those with smaller scale and lower
liquidity, resulting in wide discounts and the inability to issue new shares
and grow trusts.
Following careful consideration, and consultation with the Portfolio Manager,
the AIFM, the Company's corporate broker and a range of Shareholders, the
Board has decided that approval of a Members' Voluntary Liquidation at the
General Meeting is in the best interests of the Company and Shareholders as a
whole – achieving realisation of the portfolio for Shareholders while
carefully considering the costs and time of the process. The Board would like
to thank Shareholders for their constructive feedback provided as part of that
process, which has been invaluable in informing the Board's decision-making
process.
The Company received a number of proposals from third parties which included
alternative investment management arrangements, potential mergers with other
investment trusts and discounted cash offers for the unquoted portfolio.
However, the Shareholder feedback received by the Board heavily supported a
managed realisation of the portfolio and return of capital to Shareholders. As
such, and after taking account of the deliverability and immediacy of the
options, the Board has decided to propose to Shareholders that the Company is
put into Members' Voluntary Liquidation.
The Board considers that the proposed Members' Voluntary Liquidation is in
Shareholders' best interests. It will provide clarity in advance of the 2025
Continuation Vote and expedites, so far as practicable, the realisation of
Shareholders' investments thereby providing Shareholders with liquidity and
the inherent value of the portfolio despite the share price discount.
Portfolio profile and plan for realisation of the Company's investments
As at 31 January 2025 (being the date of the latest monthly factsheet), the
Company had net assets of £143.4 million and a market capitalisation of
£125.3 million. As at that date, the Company was invested in listed equities
totalling c.£108.2 million (representing 75.4% of NAV as at 31 January 2025),
unquoted investments totalling c.£29.0 million (representing 20.2% of NAV as
at 31 January 2025) and held cash totalling c.£8.1 million (representing 5.6%
of the NAV as at 31 January 2025).
A summary of the ten largest holdings in the portfolio as at 31 January 2025
is shown in the table below:
Name of investment Listed/ unquoted Investment Theme Total (% of gross assets)
Alphabet Listed Digitalisation 13.9%
Safran Listed Industrial Emissions Reduction 11.7%
Airbus Listed Infrastructure & Transportation 11.0%
Avantus Unquoted Clean Energy 9.7%
Microsoft Listed Digitalisation 8.7%
VINCI Listed Infrastructure & Transportation 7.1%
Canadian Pacific Kansas City Listed Infrastructure & Transportation 6.1%
TCI Real Estate Partners IV Unquoted Infrastructure & Transportation 6.1%
Amazon Listed Digitalisation 5.7%
Canadian National Railway Listed Infrastructure & Transportation 4.7%
Total 84.7%
The geographical breakdown of the investments comprising the Company's
portfolio as at 31 January 2025 is set out in the table below:
Location Total (% of gross assets)
US 47.1%
Europe 30.2%
Canada 10.8%
Emerging Markets 3.2%
UK 3.1%
Liquidity 5.6%
Total 100%
Subject to the terms of the Termination Deed, the Portfolio Manager will
assist the Liquidators with the sale of the Company's listed and unquoted
investments, given its expertise and knowledge of the Company's portfolio.
It is intended that the Company's listed investments will be sold shortly
following the Liquidation Date.
The Portfolio Manager is engaged in ongoing discussions with the General
Partners of the unquoted investments that the Company holds (and other
parties) with a view to realising the unquoted investments held in the
Company's portfolio as soon as practicable.
Further updates on the progress of these realisations will be provided to
Shareholders by RNS or, after their appointment, by the Liquidators.
Subject to progress in disposing of the Company's unquoted investments, the
need to retain cash for any unfunded contractual commitments in relation to
the unquoted investments and the ongoing costs of the liquidation, it is
currently expected that the Liquidators will make the Initial Distribution
(defined in Members' Voluntary Liquidation paragraph below) during the week
commencing 26 May 2025.
Pending the distribution of any realisation proceeds to Shareholders, monies
will be held in appropriate currencies in the absolute determination of the
Liquidators.
Members' Voluntary Liquidation
Under the proposed Members' Voluntary Liquidation, Shareholders will be able
to realise their investment in the Company by way of a voluntary liquidation
of the Company. The Members' Voluntary Liquidation is conditional upon
Shareholder approval of the Resolution at the General Meeting.
Subject to Shareholder approval at the General Meeting, Derek Hyslop and
Richard Barker of Ernst & Young LLP will be appointed as joint liquidators to
the Company. Their remuneration shall be determined by the Company, based on
an estimate and subject to the actual time spent by the Liquidators dealing
with matters related to the Members' Voluntary Liquidation both pre- and
post-liquidation. Upon the appointment of the Liquidators, all powers of the
Board will cease, the Board will stand down and the Liquidators will be
responsible for the affairs of the Company until it is wound up. Following
their appointment, the Liquidators will realise the Company's investments in
conjunction with the Portfolio Manager, make the cash distributions (via the
Company's Registrar) to Shareholders referred to below, discharge the
liabilities and satisfy all the creditors of the Company and eventually
dissolve the Company. The listing of the Shares on the Official List will be
cancelled as soon as practicable or on such later date as the Liquidators
determine. An announcement regarding the cancellation will be made at the
relevant time.
If the Resolution is passed at the General Meeting, Shareholders will be
provided with a full cash exit less costs. It is expected that the Liquidators
will make an initial cash distribution to Shareholders, via the Company's
Registrar, using the proceeds of the realisation of the Company's listed
investments, less the costs of the Members' Voluntary Liquidation, any amounts
required to honour unfunded contractual commitments in relation to the
unquoted investments and the amount attributable to the Liquidators' Retention
Fund (described below) during the week commencing 26 May 2025 (the "Initial
Distribution"). Subject to progress, it is possible that the Initial
Distribution may also include the realisation proceeds of one or more of the
Company's unquoted investments. Thereafter, the Liquidators and the Company
will continue to be advised by the Portfolio Manager who will realise the
Company's remaining unquoted investments. Any net proceeds from the disposal
of the unquoted investments during the liquidation period will be returned to
Shareholders in due course. However, there can be no guarantee as to the value
and/or timing of distribution(s) that may result from the realisation of the
Company's unquoted investments.
The Liquidators will retain sufficient funds in the Members' Voluntary
Liquidation to meet the current, future and contingent liabilities of the
Company, including the costs and expenses (inclusive of VAT, if applicable) of
the liquidation not already paid at the point of liquidation and an additional
retention of £100,000 for unknown contingencies (the "Liquidators' Retention
Fund").
Once the Liquidators have realised the Company's assets, made the Initial
Distribution, satisfied the claims of creditors of the Company, honoured the
Company's unfunded contractual commitments and paid the costs and expenses of
the liquidation, it is expected that the Liquidators would make a final
distribution to Shareholders. This final distribution, if any, would be made
solely at the discretion of the Liquidators.
For illustrative purposes only, based on a Net Asset Value of £143.4 million
as at 31 January 2025 and assuming that (i) the Company's unquoted investments
represent £29.0 million of that Net Asset Value and are unrealised at the
time of the Initial Distribution, (ii) the aggregate costs of the Members'
Voluntary Liquidation are £0.9 million, (iii) the amount required to honour
the Company's unfunded contractual commitments in relation to the unquoted
investments is £13.6 million, (iv) the cost of running the Company in
liquidation (assumed for 12 months) is £0.1 million; and (v) the amount
attributable to the Liquidators' Retention Fund is £0.1 million, Shareholders
would receive an Initial Distribution of £1.27 per Share and might expect to
receive total distributions of £1.81 per Share in due course once all of the
Company's assets have been realised and liabilities have been settled.
Shareholders should note that the value of the Company's investments upon
realisation cannot be guaranteed and the foregoing figures are based on an
assumption that they are realised at their book value as at 31 January 2025.
In the event that the market value of the Company's listed investments between
31 January 2025 and their proposed realisation date (being shortly after the
Liquidation Date) varies and/or in the event that the Company's unquoted
investments are realised at levels below their book value as at 31 January
2025, then the amount of the distributions received by Shareholders will
differ to those stated above.
All Shareholders on the Register on the record date (being 6.00 p.m. on 24
March 2025) will be entitled to the distributions from the Liquidators,
including the Initial Distribution.
So far as possible, the Liquidators will seek to ensure that the Company's tax
status as an investment trust is maintained throughout this process, although
this cannot be guaranteed.
If the Members' Voluntary Liquidation is approved, Shareholders will be
provided with a full cash exit less costs.
Nothing in the proposals contained in the Circular shall impose any personal
liability on the Liquidators or either of them.
Termination of the AIFM and the Portfolio Manager
The Company, the AIFM and the Portfolio Manager have entered into a deed of
termination in respect of the AIFM Agreement and the Investment Management
Agreement (the "Termination Deed"), which is conditional on the approval of
the Resolution at the General Meeting.
Pursuant to the terms of the Termination Deed, the appointment of each of the
AIFM and the Portfolio Manager will terminate on 30 April 2025 (the
"Termination Date"). Following the Termination Date, the Liquidators may
request the assistance of the Portfolio Manager or any of its principals in
connection with the realisation of the Company's then-remaining investments.
Whether this further assistance will be required will depend on the progress
that has been made with the realisation of the Company's unquoted investments
immediately prior to the Termination Date.
Pursuant to the terms of the Termination Deed, the AIFM Agreement and the
Investment Management Agreement, the Company shall pay to the AIFM and the
Portfolio Manager an amount in lieu of notice of termination. The Portfolio
Manager is also entitled to receive a Performance Fee up to the Termination
Date, calculated in accordance with the existing terms of the Investment
Management Agreement.
The Company's other service providers
The Company is taking steps to ensure that the appointments of certain of its
other service providers will terminate should the Resolution be passed.
The Company's Registrars, MUFG Corporate Markets, will be retained by the
Company during the liquidation period to facilitate communications with and
distributions to Shareholders.
Interim Dividends
As announced on 13 February 2025, in accordance with the Company's dividend
policy, the Directors have declared an interim dividend of 1.6 pence per Share
for the year ended 31 December 2024 (the "First Interim Dividend"). The First
Interim Dividend will be paid on 24 March 2025 to Shareholders on the Register
as at the close of business on 21 February 2025. The ex-dividend date is 20
February 2025.
In relation to the period from 1 January 2025 to 25 March 2025 (being the
proposed date on which the liquidation of the Company commences pursuant to
the proposed Members' Voluntary Liquidation), as announced on 13 February
2025, the Directors have resolved that the Company will pay a further interim
dividend of 0.5 pence per Share (the "Second Interim Dividend") in order to
ensure that the Company meets the distribution requirements to maintain
investment trust status during the period to the Liquidation Date. The Second
Interim Dividend will be paid on 24 March 2025 to Shareholders who are on the
Register as at close of business on 21 February 2025. The ex-dividend date for
the Second Interim Dividend is 20 February 2025.
For the avoidance of doubt, the Interim Dividends are not conditional on the
Resolution being passed.
Suspension and cancellation of listing and trading of the Shares
The Register will be closed at 6.00 p.m. on 24 March 2025. Application will be
made to the FCA for the suspension of the listing of the Shares on the
Official List and application will be made to the London Stock Exchange for
suspension of trading in the Shares at 7.30 a.m. on 25 March 2025.
The last day for dealings in the Shares on the London Stock Exchange on a
normal rolling two-day settlement basis will be 19 March 2025. After that
date, dealings should be for cash settlement only and will be registered in
the normal way if the transfer, accompanied by the documents of title, is
received by the Registrars by close of business on 21 March 2025. Transfers
received after that time will be returned to the person lodging them and, if
the Resolution is passed, the original holder will receive any proceeds from
distributions made by the Liquidators.
If the Resolution is passed, the Company will make an application for the
cancellation of the admission of the Shares to listing on the Official List
and to trading on the Main Market following the General Meeting, with the
cancellation to take effect on such date as the Liquidators shall determine.
An announcement regarding the cancellation will be made at the relevant
time.
After the liquidation of the Company and the making of the final distribution
to Shareholders (if any), existing certificates in respect of the Shares will
cease to be of value and any existing credit of the Shares in any stock
account in CREST will be redundant.
Costs and expenses of the Members' Voluntary Liquidation
The costs and expenses of the proposals will be borne by the Company and are
expected to be approximately £0.9 million (including VAT) in aggregate.
Benefits of the Members' Voluntary Liquidation
The Board believes that, having taken into account the views of Shareholders,
the Members' Voluntary Liquidation is in the best interests of the Company and
its Shareholders as a whole and should yield two principal benefits:
* The future direction and strategy of the Company is determined as soon as
practicable and in advance of the 2025 Continuation Vote, providing
Shareholders with liquidity that would not otherwise be available to them and
bringing forward the timeline for the receipt of realisation proceeds.
* The proposals also have the effect of unlocking previously unrealised
financial value at a level that better reflects the Company's underlying NAV
compared to the share price.
Risk Factors relating to the Members' Voluntary Liquidation
The risks referred to below are the material risks known to the Directors at
the date of the Circular which the Board believes Shareholders should consider
prior to deciding how to cast their votes on the Resolution. Only those risks
which are material and currently known to the Board have been disclosed below.
It is possible that additional risks and uncertainties not currently known to
the Board, or that the Board currently deems to be immaterial, may also have
an adverse effect on the Company.
* Implementation of the Members' Voluntary Liquidation is conditional upon the
passing of the Resolution at the General Meeting. In the event that the
Resolution is not passed the Members' Voluntary Liquidation will not be
implemented. The Board will then have to consider alternative proposals for
the future the Company, the implementation of which will likely result in
additional costs being incurred by the Company.
* There can be no certainty as to the timing of the realisation of any asset
and/or the return of capital to Shareholders. In particular, the Company's
unquoted investments may take longer to realise than anticipated, and when
compared to the realisation timeline for the Company's listed investments, and
it may take longer for Shareholders to receive back their capital. The
realisation of such assets and/or the value at which such assets are realised
may also be affected by political, social, environmental, economic or market
events that are outside the Company's control.
* There can be no assurance as to the value that will be realised from the
realisation of the Company's assets. Sales commissions, liquidation costs,
taxes and other costs associated with the realisation of the Company’s
assets together with the usual operating costs of the Company will reduce the
cash available for distribution to Shareholders.
* There may be other matters or factors which affect the availability, amount
or timing of receipt of the proceeds of realisation of some or all of the
Company’s investments. In determining the size of any distributions to be
made to Shareholders, the Liquidators will take into account the Company’s
ongoing running costs, further funding required to protect the Company’s
remaining investments and the costs of the liquidation of the Company.
However, should these costs be greater than expected or should cash receipts
for the realisations of investments be less than expected, this will reduce
the amount available for Shareholders in future distributions.
* The Company reports in Sterling and intends to pay any return of capital to
Shareholders in Sterling. The realisation proceeds from the Company's
investments may be denominated in currencies other than Sterling, including US
Dollars. Pending the distribution of any realisation proceeds to Shareholders,
monies will be held in appropriate currencies in the absolute determination of
the Liquidators. Realisation proceeds received that are denominated in
non-Sterling currencies will be converted into Sterling prior to their
distribution to Shareholders. The Sterling amount will depend upon exchange
rates between the relevant currencies of cash received and Sterling at the
relevant time, which may fluctuate.
If Shareholders are in any doubt as to the contents of this announcement or
the Circular or as to what action to take, they should seek immediately their
own personal financial advice from their stockbroker, bank manager, solicitor,
accountant or other independent financial adviser authorised under FSMA or, if
in a territory outside the United Kingdom, from an appropriately authorised
independent financial adviser.
Action to be taken in respect of the General Meeting
All Shareholders are encouraged to vote on the Resolution to be proposed at
the General Meeting and, if their Shares are not held directly, to arrange for
their nominee to vote on their behalf.
Whether or not you intend to attend the General Meeting, you should complete
and return your proxy appointments so as to arrive not later than 10.00 a.m.
on 21 March 2025.
Shareholders can appoint a proxy using one of the following methods:
(i) logging onto www.signalshares.com and
following instructions;
(ii) in the case of CREST members, by
utilising the CREST electronic proxy appointment service by using the
procedures described in the CREST manual. The CREST manual can be viewed at
www.euroclear.com;
(iii) requesting a hard copy Form of Proxy
directly from the Company's Registrar, MUFG Corporate Markets via telephone
on: +44 (0) 371 664 0300 or by emailing shareholderenquiries@cm.mpms.mufg.com;
or
(iv) institutional investors may be able to
appoint a proxy electronically using the Proxymity platform, a process which
has been agreed by the Company and approved by MUFG Corporate Markets. Please
visit www.proxymity.io for further details.
To be valid any hard copy Form of Proxy must be completed, signed and received
at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds
LS1 4DL no later than 10.00 a.m. on 21 March 2025.
Proxies sent electronically must be sent as soon as possible and, in any
event, so as to be received no later than 10.00 a.m. on 21 March 2025.
Please note that deadlines for voting through platforms may be earlier than
the deadlines stated in this Circular. The Association of Investment Companies
has published on its website some guidance on how to vote shares in investment
companies on major platforms. If you are in any doubt as to how to vote your
Shares please contact the relevant platform.
Appointment of a proxy will not prevent you from attending and voting in
person at the General Meeting should you wish to do so. If any Shareholder
submits more than one valid proxy appointment, the appointment received last
before the latest time for receipt of proxies will take precedence.
Recipients of the Circular who are the beneficial owners of Shares held
through a nominee should follow the instructions provided by their nominee or
their professional adviser if no instructions have been provided.
Recommendation
The Board considers the Members' Voluntary Liquidation to be in the best
interests of the Company and Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote IN FAVOUR
of the Resolution to be proposed at the General Meeting, as the Directors
intend to do in respect of their own beneficial holdings, which total 335,111
Shares (representing 0.4% of the Company's total voting rights) as at the
Latest Practicable Date.
The Circular is available on the Company's website at
https://www.menhaden.com/. The Circular will shortly be available for
inspection at the National Storage Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Contacts:
Menhaden Resource Efficiency plc
Howard Pearce, Chairman Via KL Communications or Deutsche Numis
Deutsche Numis – Corporate Broker
David Benda Matt Goss +44 (0)20 7260 1000
KL Communications – Financial PR Menhaden@kl-communications.com
Charles Gorman Henry Taylor +44 (0)20 3882 6644 / +44 (0)7795 977 967
Frostrow Capital – AIFM
Paul Griggs (Company Secretary) +44 (0)20 3709 8733
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