Notice of AGM

Schroders Capital Global Innovation

17 May 2023

 

Schroders Capital Global Innovation Trust plc

("the Company")

Shareholder Circular for Notice of Annual General Meeting and Related Party Transaction

The Company has published a circular (the "Shareholder Circular") in connection with notice of the Company's Annual General Meeting ("AGM") to be held on 21 June 2023 at 11.30am at 1 London Wall Place, London, EC2Y 5AU ("Notice of AGM").

As noted in the Company's annual report and accounts for the year ended 31 December 2022, and the Shareholder Circular, the Board has become aware of a legal issue in respect of the payment of the consideration for the share buybacks undertaken in 2022 and 2023. Regrettably, these distributions pursuant to the share buybacks were not made in accordance with applicable law.

Although the Company had a substantial share premium account of c. £891 million at the time, this had not been converted into distributable reserves and therefore the Company did not have sufficient profits and other distributable reserves to pay the Relevant Distributions. As a result, the Relevant Distributions were not justified by reference to any relevant accounts.

In order to put all parties (so far as possible) in the position in which they were always intended to be and would have been had the distributions pursuant to the share buybacks been properly made, the Company is proposing Resolution 14. The full text of Resolution 14 is set out in the Notice of AGM in Part V of the Shareholder Circular.

Resolution 14 will, if passed, both give the Board authority to cancel the Company's share premium account (to create distributable reserves) and enter into the deeds of release described in Part II of the Shareholder Circular.

The entry by the Company into the Directors' Deed of Release constitutes a related party transaction (as defined in the Listing Rules) as the Relevant Directors are considered related parties under the Listing Rules (being persons who are, or were within the last 12 months, directors of the Company) and each of them being a beneficiary of the deed. Therefore, Resolution 14 will seek the specific approval of the Company's shareholders for the entry into the Directors' Deed of Release as a related party transaction, in accordance with the requirements of the Listing Rules.

Further details and an explanation of the business of the AGM and the related party transaction are set out in Part II of the Shareholder Circular.

Unless otherwise indicated, all capitalised terms used but not defined in this announcement shall have the same meaning as described in the Shareholder Circular.

The Shareholder Circular and Notice of the AGM can be viewed on the Company's website at www.schroders.com/inov. It will shortly be posted to shareholders and also be submitted to the National Storage Mechanism and be made available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information:  

Schroder Investment Management Limited John Spedding/Augustine Chipungu/Shilla Pindoria	020 7658 6000
Winterflood Securities Limited (Sponsor)  Neil Langford	020 7496 3000

 

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