AGM의 통지
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8 4월 2024
Literacy Capital plc(이하 "회사")
Proposed B Share Scheme, amendment to AIFM Agreement and notice of Annual General Meeting
Literacy Capital plc has today released a circular and notice of its annual general meeting (the "AGM") to be held at 10.00 a.m. on 15 May 2024 at 3rd Floor, Charles House, 5-11 Regent Street, St James's, London, SW1Y 4LR (the "AGM 서큘러").
As well as a description of the ordinary course business to be proposed at the AGM, the AGM Circular contains details of:
- a proposed mechanism to return capital to shareholders through the issue and immediate redemption of bonus shares (the "B 공유 제도"); 그리고
- a proposed amendment to the AIFM Agreement between the Company and Book Asset Management LLP (the "투자 관리자" 아니면 그 "AIFM"), designed to ensure that the management fee payable to the Investment Manager by the Company fairly takes into account time spent managing capital which is subsequently returned to Shareholders pursuant to the B Share Scheme or otherwise (the "AIFM Agreement Amendment").
Full details of the proposed B Share Scheme and the AIFM Agreement amendment, each of which is conditional on the passing of the relevant resolutions at the AGM, are contained in the AGM Circular. A summary of those proposals is set out below.
B 공유 제도
As the Company's portfolio matures and realisations occur, the Board believes it would be prudent to have a method for returning available capital amounts to Shareholders from time to time. While not all capital profits will be returned and may instead be reinvested or used to reduce the Company's credit facility, there may be circumstances where the Board decides that it is prudent to return capital.
After due consideration, the Board believes that one of the fairest and most efficient ways of returning cash to Shareholders is by adopting a B Share Scheme whereby the Company will be able to issue redeemable B Shares to Shareholders and to redeem them on each Redemption Date without further action being required by Shareholders ("B Share Returns of Capital").
The quantum and timing of B Share Returns of Capital to Shareholders following receipt by the Company of the net proceeds of realisations of investments will be dependent on the Company's liabilities at the time of such return (including any outstanding borrowings), its pipeline of investment opportunities and outstanding investment commitments and general working capital requirements. In particular, the net cash proceeds from realisations of investments, after settlement of and provision for liabilities of the Company, will normally be applied towards the repayment of any outstanding borrowings prior to returning capital to Shareholders. Accordingly, the quantum and timing of B Share Returns of Capital are at the discretion of the Board, which will announce details of each B Share Return of Capital, including the relevant Record Date, Redemption Price and Redemption Date, through an RIS Announcement.
The adoption of a B Share Scheme will not limit the ability of the Company to return cash to Shareholders by using other mechanisms and, if the B Share Scheme is adopted, the Board will continue to review its efficiency over time. The Board's proposal to adopt a B Share Scheme should not be taken as any indication as to the likely timing or quantum of any future returns of cash to Shareholders and Shareholders should not conclude that returns of capital are imminent or likely.
AIFM Agreement Amendment
The purpose of the proposed variation is to ensure that the AIFM is remunerated fairly (in a way which does not disadvantage Shareholders), by taking into account the variations in the Net Asset Value of the Company which would be caused by any returns of capital (whether pursuant to the B Share Scheme or otherwise). The AIFM Agreement Amendment, which is conditional on Shareholder approval as described in the following paragraph, would be implemented pursuant to a conditional deed of amendment and restatement to the AIFM Agreement which has been entered into by the Company and the AIFM dated the date of this announcement (the "AIFM 계약 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 Listing Rule 11 as if the Company were subject to the Listing Rules. Listing Rule 11 (if applicable) would require the Company to seek prior approval of Shareholders before entering into a transaction with a "related party" within the meaning of the Listing Rules. The AIFM would be a related party for these purposes and therefore the AIFM Agreement Deed of Amendment is conditional on the passing of the Related Party Transaction Resolution at the AGM.
Under the terms of the AIFM Agreement, the Investment Manager is entitled to a management fee in respect of each financial year equal to 0.9 per cent. of the adjusted audited Net Asset Value as at the end of that year. The Company makes quarterly payments in advance on account against this sum, and a "true-up" exercise is then performed following the publication of the Company's audited annual Net Asset Value in order to ensure that any overpayment or underpayment of the management fee is reflected in the next accounting period's management fee (a "Year-end Adjustment").
The purpose of the proposed variations to the management fee in the AIFM Agreement Deed of Amendment is to ensure that the Year-end Adjustment equitably takes into account any capital returns (made pursuant to the proposed B Share Scheme or otherwise) during the accounting period in question. The Independent Directors believe that the proposed variations to the management fee are reasonable primarily as the current management fee is calculated based on the year-end net assets, and as such its continuance would mean (where capital is returned) that the Investment Manager receives no income reflecting the capital it has managed throughout part of the year which is returned to Shareholders before year-end. This is particularly inequitable to the Investment Manager under a scenario where the capital is distributed to Shareholders later in the year.
By way of example, the following table compares the current fee calculation with the proposed fee calculation, assuming that:
- the adjusted audited Net Asset Value at the start of a financial year is £300 million; and
- there is no increase or decrease in the Net Asset Value in the course of the year other than that caused by a return of capital of £10 million.
Current fee calculation (£) | Proposed fee calculation (£) | |
Adjusted audited Net Asset Value at the start of the financial year (1 January) | 300 | 300 |
Capital return made during the second quarter of the year | -20 | -20 |
Adjusted audited Net Asset Value at the end of the financial year (31 December) | 280 | 280 |
Adjustment for return of capital | No adjustment is provided for in the current IMA | +10 |
Adjusted audited Net Asset Value for the purpose of calculating the management fee | 280 | 290 |
For the avoidance of doubt, the above example is illustrative only. No reliance should be placed on the above example as an indicative of potential returns to Shareholders. Specifically there can be no guarantee as to the timing or value of returns, if any returns are made.
The table illustrates that, in this example, half the amount returned to shareholders is added back to the adjusted audited Net Asset Value for the purpose of calculating the management fee. Pursuant to the proposals the adjusted audited Net Asset Value at year end, for the purpose of the management fee calculation, will be adjusted by adding: one quarter of the amount of capital returned in the first quarter, half of the amount returned in the second quarter, three-quarters of the amount returned in the third quarter and all of the amount returned in the fourth quarter. These adjustments reflect the period under which the capital is managed by the AIFM prior to distribution.
In further voluntary compliance with Listing Rule 11, the Company has received advice from Singer Capital Markets Advisory LLP, as the Company's financial adviser, that that the proposed variations to the fee provisions of the AIFM Agreement brought about by the entry into of the AIFM Agreement 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, Singer Capital Markets Advisory LLP has taken into account the Independent Directors' commercial assessment of the Related Party Transaction. The "Independent Directors" for these purposes are Simon Downing, Christopher Sellers and Rachel Murphy. Paul Pindar and Richard Pindar are not considered to be Independent Directors for these purposes as they are principals of the Investment Manager.
회람의 전자 사본은 다음에서 볼 수 있습니다. www.literacycapital.com/investors/reports-and-results, 그리고 곧 National Storage Mechanism에 제출될 것입니다.
Any capitalised terms not defined in this announcement shall have the same meaning as in the AGM Circular.
자세한 내용은 문의하시기 바랍니다 :
Literacy Capital plc / Book Asset Management LLP
리차드 핀다 / 톰 버넌
+ 44 (0) 20 3960 0280
MHP 그룹
레그 호어 / 올리 호어 / 매튜 테일러
[이메일 보호]
+ 44 (0) 20 3128 8100
Singer Capital Markets Advisory LLP, Financial Adviser
Robert Peel / Angus Campbell (Corporate broking)
Alan Geeves / James Waterlow / Sam Greatrex(영업)
+ 44 (0) 20 7496 3000
레이: 2549006P3DFN5HLFGR54
이 발표의 사본은 회사 웹사이트에서 볼 수 있습니다. www.literacycapital.com. 회사 웹사이트의 콘텐츠나 다른 웹사이트에 대한 자사 웹사이트의 하이퍼링크를 통해 액세스할 수 있는 웹사이트의 콘텐츠는 이 발표에 통합되거나 이 발표의 일부를 구성하지 않으며, 공인된 정보 서비스를 통해 이전에 게시되지 않는 한, 그러한 내용은 회사의 유가 증권을 취득, 계속 보유 또는 처분할지 여부에 대한 결정에 의존합니다.
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