Issue of Shares, Related Party Transactions &am...

MANCHESTER AND LONDON INVESTMENT TRUST PLC

(the “Company” or “MLIT”)

Proposed Issue of Ordinary Shares, Related Party Transaction and Publication of Circular

The Proposals

The Board of the Company announces that it has today published a circular (the “Circular”) setting out the Board's proposals to seek Shareholder approval to grant authority to allot up to 2,275,000 New Ordinary Shares on a non-pre-emptive basis and to approve the Related Party Transaction and Smaller Related Party Transaction (the “Proposals”).

The Proposals are subject to Shareholder approval and accordingly the Circular contains a notice convening a General Meeting of the Company to be held at 12a Princes Gate Mews, London SW7 2PS, United Kingdom on 16^th July 2020 at 11.55 a.m. at which the following resolutions will be put to Shareholders:

• authorise the allotment of up to 2,275,000 New Ordinary Shares (representing 6.7 per cent. of the issued share capital (excluding treasury shares) of the Company as at the date of this document) ("Resolution 1");

• dis-apply statutory pre-emption rights otherwise applicable to the allotment of New Ordinary Shares such that New Ordinary Shares do not first have to be offered to Shareholders in proportion to their holdings of Ordinary Shares ("Resolution 2"); and

• approve the issue of New Ordinary Shares to the Related Party by way of an issue of up to 2,275,000 Shares and to retrospectively approve the issue of 1,250,000 Ordinary Shares to the Related Party on the 12^th February 2020 ("Resolution 3").

The background to, the reasons for and the Directors’ recommendations for these Proposals are set out in the Circular which will shortly available for download from the national storage mechanism: www.morningstar.co.uk/uk/NSM and from the Company’s website: http://mlcapman.com/manchester-london-investment-trust-plc/

Please note that as a result of the Covid-19 pandemic and the imposition of Stay at Home measures by the UK Government, physical attendance at the General Meeting will not be possible. In addition, and in accordance with the Company’s Articles of Association, the Company will impose entry restrictions on attendance at the General Meeting.  Shareholders are strongly encouraged to vote in favour of the resolutions to be proposed at the General Meeting.  In light of Covid-19 and restrictions on attendance at the General Meeting, the Board encourages Shareholders to vote electronically and to appoint the Chairman of the meeting as their proxy with their voting instructions.  

Proposed Related Party Transaction

M&M Investment Company Plc (“MMIC”), a company controlled by Mark Sheppard, the owner of M&L Capital Management Limited, the Company’s Manager, and a controlling shareholder in the Company, has committed to subscribe for up to 2,275,000 new ordinary shares of 25 pence each (“Shares”) for cash at the time of the Issue at a price equal to the then prevailing Net Asset Value per Share (“Subscription”), subject to a maximum subscription amount of £16m (the “Maximum Subscription Amount”).  In the event, the Subscription were to exceed the Maximum Subscription Amount, the number of Shares to be issued to MMIC will be reduced such that the Subscription does not exceed the Maximum Subscription Amount. The Company may issue up to 2,275,000 Shares to other investors not connected to the Related Party pursuant to the Issue with any such issue of Shares to other investors reducing the number of Shares available to be issued to MMIC.

This Subscription is deemed to be a related party transaction within the definition of the LR 11.1.5R and is subject to shareholder approval.

The Board believes that the proposed Issue would bring the following benefits to the Company:

• increased scale which in turn increases the appeal of the Company to a broader group of investors;
• increased liquidity in the Shares through a greater number of Shares in issue (and potentially an increased free float); and
• an increase in assets of the Company over which its fixed costs can be spread reducing the Company’s ongoing charges ratio.

Following the Subscription, assuming 2,275,000 Shares are issued to MMIC, the Mark Sheppard, via MMIC, will be interested in a total of 19,614,169 Shares in MLIT, representing 54.3% of the Company’s issued share capital, as enlarged by the Subscription. The new Shares will rank pari passu with the existing Shares in issue.

The Board is also seeking retrospective Shareholder approval at the General Meeting for the issue of 1,250,000 Shares to the Related Party on the 12 February 2020.  As announced on the 12 February 2020, this transaction was deemed to be a smaller related party transaction within the definition of Listing Rule 11.1.10R which has been aggregated under LR 11.1.11R for the purposes of assessing the application of LR 11 to the Related Party Transaction.

Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Circular.

EXPECTED TIMETABLE

	2020
Latest time and date for receipt of Forms of Proxy	11.55 a.m. on 14 July
General Meeting	11.55 a.m. on 16 July

The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

All references to times are to London times.

Enquiries:

M&L Capital Management Limited (AIFM):  [phone]

Link Company Matters Limited – Company Secretary: [phone]

Winterflood Securities Limited (Sponsor): [phone]  

LEI: 213800HMBZXULR2EEO10