Circular re: Investment Policy and Notice of EGM
Manchester & London Investment Trust PLC
Recommended proposal for modification of the Company's Investment Policy
and General Meeting
25 October 2013
The Board of Manchester & London Investment Trust PLC (the "Company") announces
proposed changes to the Company's investment policy, which are subject to
Shareholders' approval as required by the Listing Rules.
A Circular setting out the Board's Proposal, its effect on The Company and the
reasons why the Board unanimously recommends that shareholders vote in favour
of its implementation at the General Meeting, has been posted to shareholders
today.
1. The Proposal
The Company is seeking approval to amend its investment policy by removing the
following text referring to trading (including the use of Derivatives) from the
`Asset allocation and risk diversification' section of its investment policy:
"These investments may be used for hedging positions against movements in, for
example, equity markets, currencies and interest rates. In addition, these
instruments will only be used for efficient portfolio management purposes. For
the avoidance of doubt, the use of such instruments to engage in trading
transactions is strictly against the Company's investment policy. Any trading
transactions will be carried out through dealing subsidiaries of the Company.
The Company would not maintain derivative positions should the total underlying
exposure of these positions exceed one times the adjusted total capital and
reserves."
There are two reasons for the Company seeking to remove this text:
1. Until recent changes in the tax rules, if an investment trust was party to
any trading transaction, then not only was any income from the transaction
taxable but it could result in the investment trust breaching the condition
that at least 70 per cent of its income was derived from shares and securities,
with the resultant loss of investment trust status. Following the
implementation of HM Treasury's enactment of the Investment Trusts (Approved
Company) (Tax) Regulations 2011 (SI 2011/2999) ("the Regulations") as well as
the amendment in 2012 of Sections 1158 and 1159 of the Corporation Tax Act
2010, the Company is no longer required to use a trading subsidiary for
undertaking trading transactions.
2. Additionally, following the introduction of the European Union's ("EU")
Alternative Investment Fund Managers Directive ("AIFMD"), which investment
companies within the EU must adhere to by 22 July 2014, the Company will be
required to appoint a depositary if its gross assets exceed €100m.
It appears increasingly likely that in order to appoint a depositary, the
Company will have to appoint a prime broker and fund administrator. From
initial discussions with depositaries, it appears that depositaries are most
keen to offer their services when bundled with a fund administration service
whereby the actual custody of assets is predominantly outsourced via a prime
broker. The prime broker offers a platform service which allows the fund to
source, execute and settle its chosen market transactions in one location,
often as Derivatives.
The proposed amended investment policy will permit the Company to invest in
derivatives, money market instruments, currency instruments, contracts for
differences ("CFDs"), futures, forwards and options for the purposes of (i)
holding investments and (ii) hedging positions against movements in, for
example, equity markets, currencies and interest rates.
Some of the investments above may have the same effect as a geared investment,
but the Company does not intend to make any effective change to its gearing
policy, which permits Company to incur borrowing up to a sum equal to two times
the adjusted total of capital and reserves.
2. New Policy
If the Proposal is approved, the Company's investment objective and policy will
be as set out below.
Investment objective
The investment objective of the Company is to achieve capital appreciation
together with a reasonable level of income.
Investment policy
Asset allocation
The Company's investment objective is sought to be achieved through a policy of
actively investing in a diversified portfolio, comprising UK and overseas
equities and fixed interest securities. The Company seeks to invest in
companies whose shares are admitted to trading on a regulated market. However,
it may invest in a small number of equities and fixed interest securities of
companies whose capital is not admitted to trading on a regulated market.
Investment in overseas equities is utilised by the Company to increase the risk
diversification of the Company's portfolio and to reduce dependence on the UK
economy in addressing the growth and income elements of the Company's
investment objective.
The Company may invest in derivatives, money market instruments, currency
instruments, contracts for differences ("CFDs"), futures, forwards and options
for the purposes of (i) holding investments and (ii) hedging positions against
movements in, for example, equity markets, currencies and interest rates.
There are no maximum exposure limits to any one particular classification of
equity or fixed interest security. The Company's investments are not limited to
any one industry sector and its current investment portfolio is spread across a
range of sectors. The Company has no specific criteria regarding market
capitalisation or credit ratings in respect of investee companies.
Risk diversification
The Company intends to maintain a relatively focused portfolio, seeking capital
growth by investing in approximately 20 to 40 securities. The Company will not
invest more than 15 per cent of the gross assets of the Company at the time of
investment in any one security. However, the Company may invest up to 50 per
cent of the gross assets of the Company at the time of investment in an
investment company subsidiary, subject always to other restrictions set out in
this investment policy and the Listing Rules.
The Company intends to be fully invested whenever possible. However, during
periods in which changes in economic conditions or other factors so warrant,
the Investment Manager may reduce the Company's exposure to one or more asset
classes and increase the Company's position in cash and/or money market
instruments.
Gearing
The Company may borrow to gear the Company's returns when the Investment
Manager believes it is in shareholders' interests to do so. The Company's
investment policy and the Articles permit the Company to incur borrowing up to
a sum equal to two times the adjusted total of capital and reserves. Any change
to the Company's borrowing policy will only be made with the approval of
shareholders by special resolution.
The effect of gearing may be achieved without borrowing by investing in a range
of different types of investments including derivatives. The Company will not
enter into any investments which have the effect of increasing the Company's
net gearing beyond the above limit.
General
In addition to the above, the Company will observe the investment restrictions
imposed from time to time by the Listing Rules which are applicable to
investment companies with shares listed on the Official List of the UKLA under
Chapter 15.
In accordance with the Listing Rules, the Company will manage and invest its
assets in accordance with the Company's investment policy. Any material changes
in the principal investment policies and restrictions (as set out above) of the
Company will only be made with the approval of shareholders by ordinary
resolution.
In the event of any breach of the investment restrictions applicable to the
Company, shareholders will be informed of the remedial actions to be taken by
the Board and the Investment Manager by an announcement issued through a
Regulatory Information Service approved by the FCA.
3. General Meeting
The Circular contains a notice convening a General Meeting of the Company,
which is to be held at St. Anne's Church, St. Anne Street, Manchester, M2 7LF,
at 1.00 p.m. on Monday 2 December 2013 to consider a resolution to amend the
investment policy of the Company.
4. Publication of the Circular
The Circular is available at http://www.manchesterandlondon.co.uk/investorRelations.php
A copy of the Circular has been filed at the National Storage Mechanism and
will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.
For further information, please contact:
Manchester & London Investment Trust plc
Tel: 0161 228 2389
Midas Investment Management Limited
Tel: 0161 228 1709