REG - Smithson Inv.Trust - Results of Second General Meeting

Smithson Investment TrustAnnouncement

27/02/2026 17:45

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RNS Number : 7869U  Smithson Investment Trust PLC  27 February 2026

For immediate release.

27 February 2026

 

Smithson Investment Trust plc

 

Legal Entity Identifier: 52990070BDK2OKX5TH79

 

Results of Second General Meeting, Suspension and Cancellation of Reclassified
Shares and Scheme Entitlements

 

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 the results of the Second General Meeting and the Scheme
entitlements.

 

Defined terms used in this announcement have the meanings given 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 and on
the Company's website at https://www.smithson.co.uk
(https://www.smithson.co.uk/) .

 

Results of the Second General Meeting

 

The Company announces that the special resolution to place the Company into
members' voluntary liquidation was voted on and approved by Shareholders at
the Second General Meeting held earlier today. Accordingly, Richard Peter
Barker and Derek Neil Hyslop (together the "Liquidators"), both of Ernst &
Young LLP of 1 More London Place, London SE1 2AF have been appointed as joint
liquidators of the Company. Details of the number of votes cast for, against
and withheld in respect of the resolution, which was held on a poll, are set
out below and will also be published on the Company's website
https://www.smithson.co.uk (https://www.smithson.co.uk/) .

 

The poll results were as follows:

 

 RESOLUTION                                                                   VOTES FOR (INCLUDING DISCRETIONARY)  %      VOTES AGAINST  %     VOTES TOTAL  TOTAL VOTES CAST AS A PERCENTAGE OF TOTAL VOTING RIGHTS ((1))  VOTES WITHHELD((2))

 To place the Company into members' voluntary liquidation in accordance with  25,411,793                           99.36  162,956        0.64  25,574,749   23.81                                                          28,827
 the Scheme and grant the Liquidators certain powers.

((1)) The number of Shares in issue as at the voting record time of 6.00 p.m.
on 25 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.

The full text of the Resolution can be found in the notice of Second General
Meeting contained in the Circular.

 

Suspension and Cancellation of Reclassified Shares

 

The Company's Reclassified Shares were suspended from listing on the Official
List of the Financial Conduct Authority and from trading on the London Stock
Exchange at 7.30 a.m. this morning, 27 February 2026, in anticipation of the
Second General Meeting.

 

The Company, through its advisers, will notify the Financial Conduct Authority
and the London Stock Exchange of the Company's intention to cancel the
Company's admission of the Reclassified Shares to listing and trading as soon
as practicable after the Effective Date.

 

Scheme Entitlements

 

The entitlements calculated in accordance with the terms of the Scheme were as
follows:

 

§ Final Rollover FAV per Share: 1522.734232 pence

§ Cash FAV per Share: 1531.816168 pence

 

Shareholders and CSN Participants will receive the following cash and/or
number of Fund Shares.

 

For Shareholders and CSN Participants that are deemed to have elected to
receive Fund Shares:

 

§ such persons will receive 15.22 Fund Shares for each Reclassified Share
with "A" rights attached to it held by them.

 

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.

 

For Shareholders that elected (or are deemed to have elected) for the Cash
Option:

 

§ such persons will receive 1502.467042 pence in cash (being the net
realisation proceeds of the Cash Pool divided by the number of Reclassified
Share with "B" rights (the "Cash Entitlement")) for each Reclassified Share
with "B" rights attached to it held by them.

 

Liquidation

 

As noted in the Circular, the Directors have set aside sufficient assets in
the Liquidation Pool to meet all estimated liabilities and contingencies,
including the costs of the winding up of the Company and the costs of
implementing the Scheme. The Directors have also provided in the Liquidation
Pool for a retention of £100,000 which they, together with the Liquidators,
consider sufficient to meet any unknown or unascertained liabilities of the
Company.

 

The Liquidation Pool will be applied by the Liquidators in discharging all
current and future actual and contingent liabilities of the Company. The
remaining balance of the Liquidation Pool, if any, shall be distributed in
cash by the Liquidators pursuant to the Scheme, to all Shareholders (being
those Shareholders on the Register as at the Record Date in proportion to the
respective holdings of Shares on the Record Date, other than Dissenting
Shareholders) provided that if any such amount payable to any Shareholder is
less than £5.00, it shall not be paid to the Shareholder but instead shall be
paid by the Liquidators to the Nominated Charity.

 

The Liquidators will also be entitled to make interim payments to Shareholders
on the Register as at the Record Date in proportion to their holdings of
Shares. The Liquidators shall only make such distribution if there is
sufficient cash available and if the Liquidators are of the view that it is
cost effective to make an interim distribution. If any interim distribution
payable to any Shareholder is less than £5.00, it shall not be paid to the
Shareholder but instead shall be paid by the Liquidators to the Nominated
Charity. For these purposes, any Shares held by Dissenting Shareholders and
any Shares held in treasury will be ignored.

 

In accordance with the Circular, Shareholders that were deemed to have elected
for the Rollover Option will be issued their Fund Shares on 27 February 2026.
The first day of dealing in the Fund Shares will be 2 March 2026. Shareholders
who elected for the Cash Option will have their entitlements despatched not
later than 10 Business Days after the Effective Date.

 

Following the appointment of the Liquidators, all further enquiries regarding
the Company should be made to the Liquidators, whose contact details are
below.

 

General

 

As noted in the Circular, the name of the Company is being changed from
"Smithson Investment Trust plc" to "SNINVC plc". Now that the Scheme has
become effective in accordance with its terms, the Company will apply to the
Registrar of Companies to change the name of the Company accordingly.

 

For further information please contact:

 

Liquidators

Richard Peter Barker and Derek Neil
Hyslop
SNINVC@parthenon.ey.com

 

Richard Peter Barker and Derek Neil Hyslop are licensed in the United Kingdom
to act as an Insolvency Practitioner by The Insolvency Practitioners
Association. As Insolvency Practitioners, they are bound by the Insolvency
Code of Ethics in carrying out all professional work relating to the
appointment.

 

The Joint Liquidators may act as data controllers of personal data as defined
by the UK General Data Protection Regulation (as incorporated in the Data
Protection Act 2018), depending upon the specific processing activities
undertaken. Ernst & Young LLP and/or the Company may act as a data
processor on the instructions of the Joint Liquidators. Personal data will be
kept secure and processed only for matters relating to the Joint Liquidators'
appointment. The Office Holder Data Privacy Notice can be found at
www.ey.com/uk/officeholderprivacy
(https://eur01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.ey.com%2Fuk%2Fofficeholderprivacy&data=05%7C02%7CMark.Chapman%40parthenon.ey.com%7Caab995df24e647bd26cf08de6ec3d19d%7C5b973f9977df4bebb27daa0c70b8482c%7C0%7C0%7C639069984501881520%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=WcqUNMvqBwVlnVtY5U8xK4hZq9dbR4PBJpDnWdCki7Q%3D&reserved=0)
.

 

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.

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