Downing Strategic Micro-Cap Investment Trust P.L.C
Discount Management Policy
Downing Strategic Micro-Cap Investment Trust P.L.C. (the "Company") announces that it has entered into an agreement (the "Buy-Back Agreement") with, Shore Capital Stockbrokers Limited ("Shore Capital"), to repurchase Ordinary shares of £0.001 each ("Shares") from Shore Capital and within certain pre-set parameters, until the date of announcement by the Company of its results for the year ending 28 February 2019, expected to be in May 2019 (the "Buy-Back Period").
The Directors of the Company confirm that they are satisfied that all inside information known to the Directors and the Company up to the date of this notice has been notified to a Regulated Information Service ("RIS"). Accordingly, the Company is not prohibited from granting the authority to Shore Capital under the Buy-Back Agreement.
The Buy-Back Agreement provides that purchases of Shares during the Buy-Back Period shall be subject to the following overriding restrictions:
(i) the maximum number of Shares acquired shall not, in aggregate, exceed the authorities granted at the Company's annual general meetings;
(ii) the maximum value of Shares acquired shall not, in aggregate, exceed £1.0 million;
(iii) the maximum price paid per Share shall be no more than 94.5 per cent of the latest net asset value per share published by the Company from time to time but otherwise no more than the higher of: (a) 105% of the average middle market closing prices of the Shares for the 5 dealing days preceding the date of such purchase; and (b) the higher of the last independent trade and the highest current independent bid for the Shares when the purchase is carried out; and
(iv) no purchases are to be made on any dealing day when the Company appears on the Disclosure Table published by the Panel on Takeovers and Mergers.
The Buy-Back Agreement also provides that the Company shall not (i) exercise any influence over how, when or whether Shore Capital effects the purchases contemplated by the Buy-Back Agreement or (ii) alter or deviate from the Buy-Back Agreement or change the number of Shares, price or timing of the purchases. The Buy-Back Agreement may only be terminated by Shore Capital.
Enquiries:
Daniel Harris 020 7601 6137
Shore Capital
Kerry Higgins/George Bayer 01245 398950
Maitland Administration Services Limited