REG - Smithson Inv.Trust - Result of General Meeting

Smithson Investment TrustAnnouncement

10/02/2026 13:30

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RNS Number : 4648S  Smithson Investment Trust PLC  10 February 2026

10 February 2026

 

Smithson Investment Trust plc

 

Legal Entity Identifier: 52990070BDK2OKX5TH79

 

Results of First General Meeting

 

Results of the First General Meeting

 

In connection with the proposals for the scheme of reconstruction and members'
voluntary winding-up of Smithson Investment Trust plc (the "Company") under
section 110 of the Insolvency Act 1986 (the "Scheme"), the Board is pleased to
announce that the Resolutions which were put forward at the First General
Meeting held today, and were each voted on by way of a poll, have been
approved by Shareholders.

 

The results of the polls were as follows:

 RES.                                                                            VOTES FOR (INCLUDING DISCRETIONARY)  %       VOTES AGAINST  %     VOTES TOTAL  % ISC REPRESENTED BY TOTAL VOTES CAST((1))  VOTES WITHHELD((2))

 NO.
 1. To approve the reclassification of the shares in the capital of the Company  28,637,778                           99.22%  226,433        0.78  28,864,211   26.87%                                      42,695
 as shares with "A" rights and shares with "B" rights and to approve changes
 required to the Company's articles of association.
 2. To approve the Scheme; further amend the Company's articles of association   28,686,426                           99.37%  180,753        0.63  28,867,179   26.87%                                      29,344
 in order to implement the Scheme; and to instruct the Liquidators to give
 effect to the Scheme.

 

((1)) The number of Shares in issue as at the voting record time of 6.00 p.m.
on 6 February 2026 (the "Voting Record Time") was 177,107,958. The Company
holds 69,680,475 Shares in treasury. Therefore, the total voting rights in the
Company as at the Voting Record Time were 107,427,483 votes (representing
107,427,483 Shares, carrying one vote per Share held).

 

((2)) A "vote withheld" is not a vote in law and has not been counted as a
vote "for" or "against" a Resolution.

 

A copy of the Resolutions passed will be submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) , and on the
Company's website at https://www.smithson.co.uk (https://www.smithson.co.uk/)
.

 

Mike Balfour, Chairman, commented:

 

"The Board is pleased with the strong support that we have received from
shareholders to proceed with these recommended proposals. The proposals
eliminate the persistent discount to NAV at which the shares have traded in
recent years while offering a choice to shareholders of either continuity for
those who wish to access the same investment strategy with the same management
team or the alternative of a full realisation of their investment close to
NAV. I and my fellow Directors would like to thank shareholders for their
support."

 

Results of Elections

 

The results of the Elections made in connection with the Scheme will be
announced as soon as practicable and will also be published on the Company's
website at https://www.smithson.co.uk (https://www.smithson.co.uk/) .

On the Calculation Date, or as soon as possible thereafter, the Company's
assets will be allocated to the Liquidation Pool, the Cash Pool and the
Rollover Pool, in accordance with the Scheme.

 

The assets within the Cash Pool will be realised ahead of the Effective Date.
The amount received by Shareholders pursuant to the Cash Option will be
dependent on the value at which the assets comprising the Cash Pool are
realised. As such, the value of Shareholders' entitlements under the Cash
Option 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. In order to minimise market risk, it is intended that the assets
within the Cash Pool will be realised in the shortest timeframe possible, but
balanced against any potential impact on price, particularly for stocks with
lower liquidity.

Further information

The Shares will be disabled for settlement in CREST from 6.00 p.m. on 10
February 2026 and trading will be suspended from 7.30 a.m. on 11 February
2026. Following the reclassification of the Shares on 25 February 2026, the
Reclassified Shares will be suspended from listing at 7.30 a.m. on 27 February
2026.

The full text of the Resolutions can be found in the notice of First General
Meeting contained in the Company's circular to Shareholders dated 22 January
2026 (the "Circular"). The Circular is available for viewing at the National
Storage Mechanism which can be located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at https://www.smithson.co.uk (https://www.smithson.co.uk/) .

Defined terms used in this announcement have the meanings given in the
Circular unless the context otherwise requires.

The person responsible for arranging for the release of this announcement on
behalf of the Company is Apex Listed Companies Services (UK) Limited, the
Company Secretary.

 

Expected Timetable

 

 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 online voting instructions and PURPLE      9.30 a.m. on 24 February
 Forms of Instruction from CSN Participants 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 and date for receipt of electronic proxy appointments, CREST       9.30 a.m. on 25 February
 voting instructions and BLUE Forms of Proxy 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 the Cash FAV per Share, the Final Rollover FAV and the number  27 February
 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
 Electronic payments or cheques expected to be despatched and CREST payments    not later than 10 Business Days after the Effective Date
 made to Shareholders and 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 document 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 and CSN Participants
 by an announcement through a Regulatory Information Service.

 

 

Enquiries:

 

 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 (mailto: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

 

 

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.

 

LEI: 52990070BDK2OKX5TH79

 

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