REG - Smithson Inv.Trust - Proposals for the reconstruction of the Company

Smithson Investment TrustAnnouncement

22/01/2026 07:00

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RNS Number : 8651P  Smithson Investment Trust PLC  22 January 2026

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 ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY JURISDICTION
FOR WHICH THE SAME COULD BE UNLAWFUL.

 

22 January 2026

Smithson Investment Trust plc

 

Publication of Circular

Recommended proposals for the reconstruction and members' voluntary winding up
of the Company

 

Introduction

On 12 November 2025 the Board of Smithson Investment Trust plc (the "Company")
announced that it would put forward proposals for a scheme of reconstruction
and members' voluntary winding up of the Company under section 110 of the
Insolvency Act (the "Scheme") pursuant to which Shareholders would have the
option to roll over their investment in the Company (in whole or in part) into
Smithson Equity Fund (the "Fund"), a UK OEIC established in conjunction with
the Scheme that would be managed by Fundsmith LLP, or elect to receive cash
(the "Proposals"). Further to this announcement, the Board of the Company is
pleased to announce the publication of a Circular in relation to the Scheme
(the "Circular").

Accordingly, under the Proposals, which are conditional upon, among other
things, the approval of Shareholders at the General Meetings, each Shareholder
eligible to receive Fund Shares pursuant to the Scheme that is on the Register
on the Record Date will be entitled, in respect of some or all of their
Shares, to:

§ receive class S accumulation shares in the Fund ("Fund Shares") (the
"Rollover Option"); and/or

§ elect for cash (the "Cash Option").

The Board considers the Proposals to be in the best interests of Shareholders
as a whole and recommends that Shareholders vote in favour of the Resolutions
required to implement the Proposals at the General Meetings, as the Directors
who hold shares intend to do in respect of their own beneficial holdings,
which, in aggregate, amount to 12,078 Shares (representing approximately 0.01
per cent. of the Company's issued Share capital (excluding Shares held in
treasury) as at the Latest Practicable Date).

In addition, certain Managing Partners of Fundsmith, including Mr Terry Smith,
the CEO and CIO of Fundsmith, have delivered non-binding letters of intent to
vote (or procure the voting) of such Shares in the Company that are held
directly or beneficially by them, or over which they exercise voting control,
in favour of the Resolutions to be proposed at the General Meetings. As at the
Latest Practicable Date, those Managing Partners of Fundsmith held directly or
beneficially, or exercised voting control over, in aggregate,  2,524,248
Shares, representing approximately 2.3 per cent. of the Company's issued Share
capital (excluding Shares held in treasury) as at that date. Each of those
Managing Partners of Fundsmith have advised that they intend to elect for the
Rollover Option in respect of their entire holding of Shares.

Saba has also undertaken to use best endeavours, in respect of such Shares in
the Company as are beneficially held by the Saba Investment Vehicles as at the
Voting Record Time in respect of each General Meeting, to vote (or procure the
voting) in favour of the Resolutions to be proposed at the General Meetings.
As at the Latest Practicable Date, so far as the Company is aware Saba's
clients had an economic interest in 17,350,253 Shares, representing
approximately 16.15 per cent. of the Company's issued Share capital (excluding
Shares held in treasury) as at that date. 1  (#_ftn1)

Background to and reasons for the Proposals

As announced on 12 November 2025, the Board is, and continues to be, acutely
aware of the persistent discount to NAV at which the Company's Shares have
traded since early 2022. During this time, demand for the Shares has been
impacted by a number of factors, including relative underperformance in part
due to the Investment Manager's style being out of favour. The Company has
delivered, as at the Latest Practicable Date, a NAV total return of +57.0 per
cent. since inception and -20.0 per cent. since the start of 2022 compared to
+87.6 per cent. and +27.0 per cent. for the MSCI World SMID Index £ Net over
the same periods.

Despite the Board's efforts to reduce the discount through its significant
share buyback programme, with over £993 million deployed since buybacks began
in April 2022 (repurchasing approximately 69.7 million Shares, representing
approximately 39.3 per cent. of the Company's issued share capital as at 31
March 2022), the Shares have continued to trade at a substantial discount to
NAV.

While the Board continues to have conviction in the Company's investment
strategy and Fundsmith, as the Company's investment manager, it recognises
Shareholders' ongoing frustration with the discount to NAV at which the Shares
continue to trade. The Board has therefore explored solutions which would
reduce or eliminate the discount to NAV at which the Company's Shares trade,
whilst maintaining the current investment strategy and Fundsmith as the
Company's investment manager.

After considering a number of options and consulting with some of the
Company's largest Shareholders, the Board decided that offering a rollover
into a UK OEIC, which would allow investors to redeem their shares at the
prevailing net asset value per share and which would reflect the Company's
existing investment strategy, coupled with an uncapped cash exit opportunity
at NAV less costs, would offer the best outcome for Shareholders as a whole.
As the investment strategy does not employ certain key attributes of the
closed-end structure, such as gearing and investments in private assets, and
given that the underlying portfolio is liquid (the median market
capitalisation of the holdings in the Company's portfolio is c. £6.18
billion), the Board believes that rolling into a UK OEIC is unlikely to have a
detrimental impact on the delivery of the investment strategy, whilst having
the benefit of removing the discount to NAV at which Shareholders can realise
their investment.

 

Benefits of the Proposals

The Board believes that the Proposals have the following benefits for
Shareholders:

§ Continuity of investment manager and strategy: The Fund will be managed by
Fundsmith, with Simon Barnard as lead portfolio manager, continuing the
Company's current investment strategy of long-term investing in small and
mid-sized listed or traded companies globally to deliver long term capital
growth.

§ No NAV dilution for rolling Shareholders: Shareholders who roll their
investment in the Company into the Fund should not suffer any NAV dilution as
a result of the Proposals. 2  (#_ftn2)

§ Full cash exit available: Shareholders will have the option to realise some
or all of their holding in the Company for cash. Shareholders who elect, or
are deemed to have elected, for the Cash Option will receive the Cash FAV per
Share for each Share so elected, or deemed to have been so elected. No
discount will be applied to this cash exit, although the value of the Company
Transaction Costs will be applied against the Cash FAV and assets held within
the Cash Pool will be subject to market movement until realised for
distribution.

§ Ability to trade at NAV: Shareholders in the Fund will be able to purchase
and redeem Fund Shares at a price calculated by reference to the NAV per Fund
Share on a daily basis, subject to any adjustment which may be imposed in
accordance with the Fund Prospectus. The open-ended unlisted structure of the
Fund will eliminate the persistent discount to NAV at which Shareholders in
the Company have had to sell their Shares in the market since March 2022.

§ Ability to stay invested in a tax efficient manner: UK Shareholders who
roll over their investment in the Company into the Fund may do so without
triggering a charge to UK capital gains tax. See paragraph 6 of Part 4 of the
Circular for further information regarding taxation.

§ Cost contribution by Fundsmith: Fundsmith is making a significant cost
contribution in connection with the Proposals which will benefit all
Shareholders and should ensure that there is no NAV dilution for Shareholders
rolling over into the Fund (as set out above).

Summary information on the Fund

Under the terms of the Scheme, Shareholders are being offered the opportunity
to roll over their investment in the Company into the Fund.

The Fund is a newly incorporated open-ended investment company with variable
capital (i.e. with redeemable shares), incorporated in England and Wales under
the OEIC Regulations which it is intended will launch, solely for the purpose
of the Scheme, on 2 March 2026. "Launch" in this context means that the assets
to be transferred to the Fund in connection with the Scheme will be the only
assets of the Fund as at the Effective Date.

The Fund will be managed by Fundsmith. Simon Barnard, the Company's portfolio
manager, will be the lead portfolio manager of the Fund. The Fund will be
managed in accordance with the Company's existing investment strategy and
policy, subject to minor modifications to reflect the regulatory requirements
that arise from the different way the relevant rules require the Fund to be
operated.

Further information on the Fund is set out in Part 2 of the Circular and in
the Fund Documents. Shareholders should also refer to the risk factors set out
in Part 6 of the Circular and should not make any decision to invest in the
Fund except on the basis of information provided in the Fund Documents. Please
note that the Board takes no responsibility for the contents of the Fund
Documents.

Options for Shareholders and CSN Participants and the default options

Shareholders are being offered the Rollover Option into the Fund and/or the
Cash Option. There is no limit on the amount of Shares which may be elected
for the Cash Option and Shareholders can make different Elections in respect
of different parts of their holding.

The Rollover Option is the default option for UK Shareholders and Qualifying
Overseas Investors under the Scheme. Such Shareholders who, in respect of all
or part of their holding of Shares, do not make a valid Election under the
Scheme will therefore be deemed to have elected for Fund Shares in respect of
such holding.

Overseas Investors should refer to Part 3 of the Circular titled "Overseas
Investors" for information on their eligibility to receive Fund Shares and
whether their default option will be the Rollover Option or the Cash Option.

CSN Participants can instruct the Corporate Sponsored Nominee to make
Elections on their behalf under the Scheme for the Rollover Option and/or the
Cash Option.

CSN Participants who are eligible to hold Fund Shares (being UK CSN
Participants and CSN Participants who are Qualifying Overseas Investors) and
who do not return a valid CSN Form of Election or who otherwise fail to make a
valid instruction in respect of the Scheme will be deemed to have instructed
the Corporate Sponsored Nominee to elect on their behalf for the Rollover
Option in respect of all of the Shares in which they are interested. Fund
Shares will be issued to eligible CSN Participants directly and will not be
held through the Corporate Sponsored Nominee.

CSN Participants who are Overseas Investors should refer to Part 3 of the
Circular titled "Overseas Investors" for information on their eligibility to
receive Fund Shares.

Shareholders and CSN Participants should note that the redemption of Fund
Shares following completion of the Scheme will be subject to certain
restrictions set out in the Fund Prospectus. In addition, whilst an
instruction to Fundsmith to redeem Fund Shares is irrevocable, the redemption
amount may not be paid by Fundsmith if insufficient documentation in
connection with Fundsmith's anti-money laundering, anti-proliferation
financing or anti-terrorist financing procedures has been received by
Fundsmith.

Fundsmith will be required to identify and verify the identity of a holder of
Fund Shares. Fundsmith may also be required to identify and, where
appropriate, verify the beneficial owner of the Fund Shares. In any case,
Fundsmith may be required to obtain information on the source of wealth and
funds for the investment. To the extent that the applicant or, where relevant,
the beneficial owner has been identified as a politically exposed person or an
associate or family member of a politically exposed person, or where otherwise
required to satisfy its regulatory obligations, Fundsmith may request
additional information.

Scheme mechanics

In order to implement the Scheme, the Company's assets and undertaking will be
allocated to three separate and distinct pools, as follows, on the Calculation
Date (being 6.00 p.m. on 10 February 2026):

§    the Board, in consultation with the Liquidators, will first allocate
to the Liquidation Pool such of the cash and other assets of the Company as
are estimated to be sufficient to meet all outstanding current and future
liabilities of the Company. This will include, but is not limited to,
provisions for the outstanding costs of the Scheme to be borne by the Company,
any declared but unpaid dividends of the Company, the estimated entitlements
of any Dissenting Shareholders and a provision, estimated to be £100,000, to
be retained by the Liquidators to meet any contingent or unknown liabilities
of the Company following its entry into liquidation (the "Liquidators'
Retention"); and

§    the balance of the Company's assets and undertaking, the "Residual
NAV", will be allocated first to the Cash Pool (taking into account Company
Transaction Costs) and then to the Rollover Pool (which will represent the
entitlements of Shareholders who have elected, or are deemed to have elected,
for the Cash Option and the Rollover Option respectively).

Subject to the passing of the Resolutions at the First General Meeting (and
such Resolutions becoming unconditional):

§              the Shares in respect of which Shareholders are deemed
to have made valid Elections for the Rollover Option will be reclassified as
Shares with "A" rights (being rights to receive such number of Fund Shares as
is calculated in accordance with the terms of the Scheme set out in Part 5 of
the Circular); and

§             the Shares in respect of which Shareholders have made,
or are deemed to have made, valid Elections for the Cash Option will be
reclassified as Shares with "B" rights (being rights to receive the net
realisation proceeds of such portion of the Cash Pool to which they are
entitled in accordance with the terms of the Scheme set out in Part 5 of the
Circular).

Subject to the passing of the Resolutions (and satisfaction of the other
conditions of the Scheme set out in paragraph 14 of Part 5 of the Circular),
the Company will be placed into members' voluntary liquidation and the Scheme
will take effect from the Effective Date. If the Scheme becomes effective:

§           within 10 Business Days after the Effective Date the
Liquidators will make a cash distribution of the net realisation proceeds of
the Cash Pool to Shareholders who have elected, or are deemed to have elected,
for the Cash Option in accordance with their respective entitlements under the
Scheme (being the holders of Shares with "B" rights);

§             the Liquidators (in their personal capacity and on
behalf of the Company) will enter into the Transfer Agreement with the Fund
(acting through Fundsmith as the Fund's ACD). Pursuant to the Transfer
Agreement, the cash, assets and undertaking comprising the Rollover Pool will
be transferred to the Fund and, in return, the relevant number of Fund Shares
will be issued to the Liquidators who will renounce the Fund Shares in favour
of: (i) Shareholders who are deemed to have elected for the Rollover Option
(being the holders of Shares with "A" rights); or (b) CSN Participants who are
deemed to have instructed the Corporate Sponsored Nominee to elect on their
behalf for the Rollover Option in respect of the Shares in which they are
interested; and

§            the Liquidation Pool will be applied by the Liquidators
in discharging all current and future liabilities of the Company and, if there
is any balance remaining after discharging such liabilities, the Liquidators
will in due course pay the same to Shareholders on the Register on the
Effective Date pro rata to their respective holdings of Shares, provided that,
if any such amount payable to any Shareholder is less than £5.00, it will not
be paid to such Shareholder and will instead be aggregated and paid by the
Liquidators to the Nominated Charity. The Liquidators will also be entitled to
make interim payments to Shareholders in proportion to their holdings of
Shares. Shareholders should therefore keep the Liquidators advised of any
changes to their details after the Effective Date. For these purposes, any
Shares held by Dissenting Shareholders will be ignored.

Dividends

In order to ensure that the Company meets the distribution requirements to
maintain investment trust status in respect of the 18-month period to 30 June
2026, the Board has declared an interim dividend of 2.1 pence per Share which
will be paid to Shareholders on 20 February 2026 (the "SSON Interim
Dividend"). The SSON Interim Dividend will be paid to Shareholders who are on
the Register as at close of business on 23 January 2026. The ex-dividend date
for the SSON Interim Dividend is 22 January 2026. It is not expected that any
further interim dividends will be paid by the Company in advance of the
Effective Date.

Management of the Company's portfolio prior to implementation of the Proposals

Subject to the passing of the Resolutions to be proposed at the First General
Meeting, the Board intends to instruct the Company's Investment Manager to
realise assets within the Company's investment portfolio such that, by the
Effective Date, the Company has sufficient cash to meet the amounts expected
to be due under the Cash Option. The Fund will adopt the same investment
strategy and policy as the Company, subject to minor modifications to reflect
the regulatory requirements applicable to a UK UCITS Scheme, and the entirety
of the Company's portfolio will be eligible for transfer to the Fund. It is
not, therefore, expected that a significant portfolio realignment exercise
will be required in advance of the Effective Date.

Management termination fee waiver

Subject to agreement otherwise between the Company (acting by the Liquidators)
and Fundsmith in connection with the realisation of any assets not already
realised as at the Effective Date, the realisation of which is necessary to
meet the amounts due under the Cash Option, the Investment Management
Agreement between the Company and Fundsmith will terminate upon the Scheme
becoming effective. Fundsmith has undertaken to waive, in full, the period of
notice to which it is contractually entitled under the Investment Management
Agreement and has agreed that no compensation will be payable in respect of
such waiver or termination.

Company name change

The Company expects to change its name to "SNINVC plc" as soon as possible
following the Company's entry into liquidation in connection with the Scheme.

Entitlements under the Scheme

Entitlements under the Cash Option

The value of the Cash Pool upon its creation will be equal to the Cash FAV.

Pursuant to the Scheme, a Shareholder who elects, or is deemed to have
elected, for the Cash Option will receive (as a holder of Shares with "B"
rights) their pro rata share of the net realisation proceeds of the Cash Pool
(the "Cash Entitlement").

As the value of Shareholders' entitlements under the Cash Option will, in
large part, be based on the net realisation proceeds of the Cash Pool, such
entitlements may be affected by movements in the value of the assets contained
in the Cash Pool between the Calculation Date and completion of the
realisation process and will also be net of the costs and expenses incurred in
effecting this realisation process and the Company Transaction Costs.

Entitlements under the Rollover Option

The Rollover Pool will comprise the remaining cash, undertaking and other
assets of the Company after deduction of the value of the Cash Pool and the
value of the Liquidation Pool, with a value at the Calculation Date equal to
the Illustrative Rollover FAV.

Pursuant to the Scheme, a Shareholder who is deemed to have elected for the
Rollover Option will receive (as a holder of Shares with "A" rights) such
number of Fund Shares as is produced by dividing the proportion of the value
of the Final Rollover FAV to which they are entitled by the Fund Share
Subscription Price (being £1.00 per Fund Share). The minimum subscription
amount set out in the Fund Prospectus will be waived in respect of
Shareholders who are deemed to have elected for the Rollover Option.
Fractional entitlements will be dealt with by the issue of smaller
denomination shares each equivalent to one thousandth of a Fund Share, in
accordance with the terms of the Fund Prospectus.

As the appropriation of the Company's assets to the Rollover Pool will occur
on the Calculation Date, the value of Shareholders' entitlements under the
Rollover Option may be affected by movements in the value of the assets
contained in the Rollover Pool between the Calculation Date and the Effective
Date.

Illustrative entitlements

For illustrative purposes only, had the Effective Date been market close on 20
January 2026 (being the Latest Practicable Date), after: (i) deduction of the
SSON Interim Dividend of 2.1 pence per Share (which was not reflected in the
Company's NAV as at the Latest Practicable Date); and (ii) the allocation of
cash to the Liquidation Pool to meet the Liquidators' Retention, and assuming
that: (i) there are no Dissenting Shareholders; (ii) 50 per cent. of the
Company's current issued Share capital (excluding Shares held in treasury) is
elected for the Cash Option; and (iii) there is no change in the value of the
assets of the Company between the Calculation Date and the Effective Date, on
the Effective Date:

§ the Cash FAV per Share would have been 1,564.379362 pence*; and

§ the Final Rollover FAV per Share would have been 1,566.886913 pence.

The Company's NAV per Share as at the Latest Practicable Date, adjusted to
reflect the value of: (i) the deduction of the SSON Interim Dividend of 2.1
pence per Share (which was not reflected in the Company's NAV as at the Latest
Practicable Date); and (ii) an amount equal to the Liquidators' Retention
(being the amount the Liquidators estimate to be sufficient to meet any
unknown or unascertained liabilities of the Company) was 1,566.886913 pence.

Based on the assumptions and illustrative figures shown above: (i) the value
of the Final Rollover FAV per share would represent 100.0 per cent. of the
Company's NAV per Share (as adjusted) as at the Latest Practicable Date,
meaning Shareholders who were deemed to have elected for the Rollover Option
would not suffer any NAV per Share dilution as a result of the Scheme; and
(ii) the value of the Cash FAV per Share would represent 99.8 per cent. of the
Company's NAV per Share (as adjusted) as at the Latest Practicable Date.

*Note that the Cash FAV per Share does not represent the value of
Shareholders' entitlements under the Cash Option, which will be based on the
net realisation proceeds of the Cash Pool.

The above figures are for illustrative purposes only and do not represent
forecasts. The Cash FAV per Share, Final Rollover FAV per Share and
Shareholders' entitlements under the Proposals may materially change up to the
Effective Date as a result of, among other things, changes in the value of
investments.

Costs of the Proposals

The Company Transaction Costs will be borne by Shareholders who have elected,
or are deemed to have elected, for the Cash Option. This will be reflected in
the value of the Cash FAV. In addition, those Shareholders will also bear any
costs of realising the Cash Pool.

The Company Transaction Costs in connection with the implementation of the
Proposals are expected to be approximately £1,350,000 (including VAT, where
applicable). These costs have not been accrued in the Company's Net Asset
Value as at the Latest Practicable Date but will be accrued in the Cash FAV.

The Company will be responsible for paying the Company Transaction Costs in
connection with the Proposals. The Fund's costs and the UK legal fees of the
Company in relation to the Proposals will be borne in full by Fundsmith.

Any liability for transfer taxes, including stamp duty, in respect of the
transfer of assets to the Fund will be borne by Fundsmith. Such transfer taxes
and any reinvestment costs will not form part of the transaction expenses for
the purposes of the Scheme calculations.

In the event that the implementation of the Scheme does not proceed, the
Company will bear its own costs incurred in connection with the Proposals and
Fundsmith will bear the costs attributable to the Fund.

Conditions of the Scheme

Implementation of the Proposals is subject to a number of conditions,
including:

§             the passing of the Resolutions to be proposed at the
General Meetings, or any adjournment of those meetings, and any conditions to
such Resolutions being fulfilled;

§           the FCA agreeing to amend the listing of the Shares to
reflect their reclassification as Reclassified Shares for the purposes of
implementing the Scheme; and

§               the Directors and Fundsmith (on behalf of the Fund)
resolving to proceed with the Scheme.

If any condition is not satisfied, the Proposals will not become effective,
the Company will not proceed with the members' voluntary winding up and
instead the Company will continue in existence, managed in accordance with its
current investment policy. In such circumstances, the Directors will reassess
the options available to the Company at that time.

General Meetings

As noted above, the Proposals are conditional upon, among other things, the
approval of Shareholders at the General Meetings.

The General Meetings will each be held at the offices of J.P. Morgan Cazenove,
60 Victoria Embankment, London EC4Y 0JP. First General Meeting will be held at
11.00 a.m. on 10 February 2026. The Second General Meeting will be held at
9.30 a.m. on 27 February 2026.

Further details on the Resolutions are set out in the Circular.

Overseas Investors

Overseas Investors should refer to Part 3 of the Circular titled "Overseas
Investors" for information on their eligibility to receive Fund Shares and
whether their default option will be the Rollover Option or the Cash Option.

Recommendation

 The Board, which has received financial advice from J.P. Morgan Cazenove,
 considers the Proposals and the Resolutions to be proposed at the General
 Meetings to be in the best interests of Shareholders as a whole. In providing
 its advice to the Board, J.P. Morgan Cazenove has relied upon the commercial
 assessments of the Directors.

 Accordingly, the Board unanimously recommends that Shareholders vote in favour
 of the Resolutions to be proposed at the General Meetings, as the Directors
 who hold Shares intend to do in respect of their own beneficial holdings,
 which in aggregate amount to 12,078 Shares (representing approximately 0.01
 per cent. of the Company's issued Share capital (excluding Shares held in
 treasury) as at the Latest Practicable Date).
 The Board cannot, and does not, give any advice or recommendation to
 Shareholders or CSN Participants as to whether, or as to what extent, they
 should elect for any of the options under the Scheme. Choices in connection
 with the Scheme will be a matter for each Shareholder or CSN Participant to
 decide and will be influenced by their individual investment objectives and by
 their personal, financial and tax circumstances. Accordingly, Shareholders and
 CSN Participants should, before deciding what action to take, read carefully
 all the information in the Circular and in the Fund Documents (available at
 www.smithson.co.uk/restructure-proposal). In addition, ROI Shareholders should
 read the Fund Prospectus Irish Supplement, which will also be available at
 www.smithson.co.uk/restructure-proposal following and subject to Central Bank
 of Ireland Approval.

 Shareholders and CSN Participants who are in any doubt as to the contents of
 the Circular or the Fund Documents or as to the action to be taken should
 consult their stockbroker, bank manager, solicitor, accountant or other
 financial adviser authorised under FSMA, without delay.
 Mike Balfour, Chairman, commented:
 "I am a firm believer in the value of investment trusts as savings vehicles
 and, in general, they serve investors well, so the proposed conversion into an
 OEIC is bittersweet. However, the Board's overriding responsibility is to act
 in the best interests of shareholders, and we believe the proposed
 restructuring represents the best available outcome for the shareholders
 of this Company. The existing Smithson strategy will be easily replicated
 in an open-ended fund in which shareholders can trade daily at
 NAV. Shareholders who wish to reinvest in the OEIC will are expected to
 receive 100% of NAV, and those that choose the cash exit will  are
 expected to get 99.8% of the realised NAV, which we believe is an excellent
 outcome for shareholders, whether they choose to exit or to remain invested."

 

 EXPECTED TIMETABLE
                                                                                  2026
 Publication of the Circular                                                      22 January
 Ex-dividend date for the SSON Interim Dividend                                   22 January
 Latest time and date for receipt of CSN online voting instructions and GREEN     11.00 a.m. on 5 February
 Forms of Instruction in respect of the First General Meeting
 Latest time and date for receipt of electronic proxy appointments, CREST         11.00 a.m. on 6 February
 voting instructions and PINK Forms of Proxy from Shareholders in respect of
 the First General Meeting
 Latest time and date for receipt of YELLOW CSN Forms of Election                 1.00 p.m. on 9 February
 First General Meeting                                                            11.00 a.m. on 10 February
 Latest time and date for receipt of WHITE Forms of Election and TTE              1.00 p.m. on 10 February
 Instructions
 Calculation Date for the Scheme                                                  6.00 p.m. on 10 February
 Record Date for entitlements under the Scheme                                    6.00 p.m. on 10 February
 Shares disabled in CREST                                                         6.00 p.m. on 10 February
 Suspension of trading in Shares                                                  7.30 a.m. on 11 February
 Payment date for the SSON Interim Dividend                                       20 February
 Latest time and date for receipt of CSN online voting instructions and PURPLE    9.30 a.m. on 24 February
 Forms of Instruction in respect of the Second General Meeting
 Reclassification of the Shares and commencement of trading in Reclassified       8.00 a.m. on 25 February
 Shares
 Latest time for receipt of electronic proxy appointments, CREST voting           9.30 a.m. on 25 February
 instructions and BLUE Forms of Proxy from Shareholders in respect of the
 Second General Meeting
 Suspension of trading in Reclassified Shares and the Register closes             7.30 a.m. on 27 February
 Second General Meeting                                                           9.30 a.m. on 27 February
 Appointment of the Liquidators                                                   27 February
 Effective Date and Transfer Agreement executed and implemented                   27 February
 Announcement of Elections under the Scheme, the Cash FAV per Share, the          27 February
 Rollover FAV and the number of Fund Shares to be issued pursuant to the Scheme
 Fund Shares issued pursuant to the Scheme                                        27 February
 First day of dealing in Fund Shares                                              2 March
 Contract notes expected to be despatched in respect of Fund Shares issued        as soon as practicable after the Effective Date
 pursuant to the Scheme
 Cheques expected to be despatched and CREST payments made to Shareholders and    not later than 10 Business Days from the Effective Date
 CSN Participants in respect of the Cash Option
 Cancellation of listing of Reclassified Shares                                   as soon as practicable after the Effective Date
 Note: All references to time in this announcement are to UK time. Each of the
 times and dates in the above expected transaction timetable may be extended or
 brought forward. If any of the above times and/or dates change, the revised
 time(s) and/or date(s) will be notified to Shareholders by an announcement
 through a Regulatory Information Service.

 

 For further information please contact:
 Smithson Investment Trust plc                                              c/o Burson Buchanan

 Mike Balfour, Chairman
 J.P. Morgan Cazenove (Sole Financial Adviser)                              +44 (0) 203 493 8000

 William Simmonds

 Rupert Budge
 Burson Buchanan (Financial PR)                                             Smithson@buchanancomms.co.uk

 Henry Wilson                                                               +44 (0) 7788 528143

 Helen Tarbet                                                               +44 (0) 7872 604453

 Nick Croysdill                                                             +44 (0) 7815 823412
 Apex Listed Companies Services (UK) Limited (Corporate Company Secretary)  +44 (0) 203 327 9720

 

Important Information

This announcement is not for publication or distribution in or into the United
States of America.  This announcement is not an offer of securities for sale
into the United States.  The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration.  No public offering of securities is
being made in the United States.

Capitalised terms used in this announcement have the meaning as defined in the
Circular, unless otherwise defined in this announcement.

LEI: 52990070BDK2OKX5TH79

 1  (#_ftnref1) The Shares that Saba has an economic interest in may be held
through derivative instruments that do not give the holder the ability to
exercise the voting rights attaching to such Shares. Accordingly, the number
of Shares that are voted in favour of the Resolutions to be proposed at the
General Meetings by Saba, or which Saba procures are voted in favour, is
likely to be less than the number of Shares in which Saba has an economic
interest.

 2  (#_ftnref2) Assuming that the Company's NAV per Share has deducted from it
any amounts required to satisfy any contingent or unascertained liabilities of
the Company (which would have become payable regardless of whether the
Proposals are implemented) and which the Liquidators' Retention is expected to
satisfy in the context of the Scheme.

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