Notice of GM

RNS Number : 9276V

Allianz Technology Trust PLC

12 August 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHICH THE SAME COULD BE UNLAWFUL.

This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for, or to buy shares in any jurisdiction. This announcement is an advertisement and not a prospectus. 

Allianz Technology Trust PLC

LEI: 549300OMDPMJU23SSH75

12 August 2020

Publication of Circular

The Board has today published a circular (the "Circular") convening a general meeting to be held electronically at 11 a.m. on 4 Sepetember 2020 (the "General Meeting").

Since the Company's last annual general meeting held on 19 May 2020 (the "2020AGM") the Ordinary Shares have traded at an average premium to the NAV per Ordinary Share of 1.04 per cent., which is a result of ongoing demand for the Ordinary Shares from investors. In order to satisfy this demand, the Company has issued over 2.7 million Ordinary Shares at a premium to the prevailing NAV at the time of issue, raising over £60.4 million of new capital. As a result the Director's authority to allot and issue Ordinary Shares on a non-pre-emptive basis granted by shareholders at the 2020 AGM has been substantially utilised. 

The Board therefore wishes to put forward proposals to shareholders that will enable the Company to continue issuing Ordinary Shares to meet the on-going demand (the "Proposals"). The Proposals comprise renewing the Board's general authority to issue shares on an ongoing basis, up to an additional 10 per cent. of the Company's issued share capital, together with seeking authority to issue up to 20 million shares in relation to a placing programme which, if approved, would also require the publication of a prospectus in due course (the "Placing Programme").

Benefits of the Proposals

The Directors believe that the Proposals may have the following benefits.

· The size of the Company's asset base may be increased, potentially spreading its fixed costs over a larger capital base thereby reducing the ongoing charges ratio.

· The Proposals will make the Ordinary Shares more accessible to a wider range of investors which may lead to increased liquidity in the Ordinary Shares in the secondary market.

· The Company will be able to maintain its share issuance programme and assist in managing the premium to NAV at which the Ordinary Shares may trade.

If the Proposals are approved by shareholders, the Board will only use the authorities to disapply pre-emption rights and issue Ordinary Shares: (i) at a premium to the prevailing NAV; (ii) to meet demand from investors; and (iii) when the Board believes that it is in the best interests of the Company and its existing shareholders to do so. As Ordinary Shares will only be issued under the Proposals at a premium to the prevailing NAV at the time of issue, the value of the underlying assets attributable to the Ordinary Shares will not be diluted as a result of the Proposals.

Further details of, and reasons for, the Proposals are set out in the Circular which will be posted to shareholders on 12 August 2020.

Amendments to the Articles

The Board also wishes to amend the articles of association to allow for hybrid meetings and in exceptional circumstances virtual meetings (the "Amendments to the Articles"). The Amendments to the Articles are being sought in response to challenges posed as a result of the COVID-19 pandemic, which have significantly restricted attendance of shareholders at physical general meetings.

The new articles of association (the "New Articles") permit the Company to hold general meetings (including annual general meetings) where shareholders are not required to attend in person but may attend and participate virtually. A meeting can be wholly virtual if attendees participate only by way of electronic means or a meeting may be "hybrid", where some attendees are based in a single physical location and others attend electronically. Certain consequential changes to facilitate this amendment have been made throughout the New Articles.

The Board is committed to ensuring that, under normal circumstances, general meetings (including annual general meetings) will incorporate a physical meeting where shareholders can meet with the Board, face to face.

The General Meeting

The Proposals and the Amendments to the Articles are conditional on the approval of shareholders at the General Meeting. The Board continues to monitor the ongoing COVID-19 restrictions. There are still significant restrictions on attendance at public gatherings and the UK Government advice is to stay at home as much as possible and limit contact with other people. In the light of these circumstances, and in accordance with procedures for the Company's annual general meeting this year, the Board has decided that shareholders will not be permitted to physically attend the General Meeting on health and safety grounds.

Although the articles of association do not currently include provisions for the Company to hold a virtual meeting, the UK Government's Corporate Insolvency and Governance Act 2020 provides that a virtual meeting can take place until 30 September 2020 even if a company's articles of association specifically require a physical meeting.

On this basis the Directors have put in place arrangements for shareholders to attend the General Meeting electronically, ask questions and vote in real time during the General Meeting, by using their computer, tablet or smartphone. The Board and the Company's investment manager will ensure that a quorum of two shareholders are present at the virtual General Meeting to allow it to take place and for the proxy votes to be exercised and the Board strongly urges shareholders to attend the General Meeting electronically. For the avoidance of doubt there will be no physical General Meeting.

Further information on how to join the General Meeting electronically can be found in the Circular and in a separate guide that can be found on the Company's website, www.allianztechnologytrust.com.

Expected Timetable

	2020
Latest time and date for receipt of forms of proxy	11 a.m. on 2 September
General Meeting	11 a.m. on 4 September
Publication of prospectus and Placing Programme opens	Prior to the AGM to be held in 2021, subject to market conditions
Placing Programme closes	12 months from the publication date of the prospectus

The Circular will shortly be available on the Company's website at https://www.allianztechnologytrust.com and on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be made available at the Company's registered office at 199 Bishopsgate, London EC2M 3TY.

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Circular.

Enquiries:

Eleanor Emuss

Company Secretary

Tel: [phone]

 

END

 

 

NOGPTMLTMTABMTM