Publication of Circular Notice of General Meeting

Geiger Counter Ltd

20 August 2024

 

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20 August 2024

                                             GEIGER COUNTER LIMITED ("GCL" OR THE "COMPANY")

               Proposals to amend the Company's investment policy and articles of association Publication of Circular & Notice of General Meeting

The Board of Geiger Counter Limited today announces the publication of a circular (the "Circular") advising Shareholders of proposed changes to the Company's investment policy (the "Investment Policy") and articles of association (the "Articles").

Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as set out in the Circular.

Background to Proposals

Further to the Company's announcement on 22 March 2024, and following the introduction of the simplified listing regime and streamlined eligibility requirements in the UK on 29 July 2024 as a result of the UK listing rule reform undertaken by the FCA, the Board is considering applying for admission of its Shares to the Official List and to the London Stock Exchange for its Shares to be admitted to trading on the Main Market as a closed-ended investment fund (the "Migration") as a means of broadening the appeal of the Company to a wider range of shareholders as the Company continues to grow.

Due to the size of the Company and in order to manage the Company's ongoing charges, the Board does not consider that it would be economic to maintain the Company's current admission to trading on TISE as well and therefore the Company would intend to cancel its listing on TISE to coincide with the Migration should it proceed.

The Board, together with the Company's advisers, has identified certain amendments required to be made to its Investment Policy and certain amendments, either required or desirable, to the Articles in readiness for the Migration (the "Proposals"). The full text of the Proposals is included in the Circular.

Recommendation

The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. The Directors intend to vote in favour of the Resolutions in respect of their holdings of Shares, amounting to 364,296 Shares in aggregate (representing approximately 0.24 per cent. of the issued share capital of the Company as at the date of the Circular).

General Meeting

The Proposals are subject to Shareholder approval. The notice convening the General Meeting, to be held at 10.00 a.m. on 9 September 2024 at the registered office address of the Company, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW, is set out in the Circular. The notice includes the full text of the Resolutions.

The expected timetable of principal events in relation to the General Meeting is as follows:

Publication of this Circular and the Notice of General Meeting	20 August 2024
Latest time and date for receipt of Forms of Proxy for use at the General Meeting	4.00 p.m. on 5 September 2024
General Meeting	10.00 a.m. on 9 September 2024
Results of the General Meeting announced	9 September 2024

The times and dates set out in the timetable above and mentioned throughout this Circular are indicative only and may be adjusted by the Company without further notice. Any changes will be notified to Shareholders through an RIS. References to times in this Circular are to Jersey time (BST) unless otherwise stated.

A copy of the Circular will be made available on the Company's website  NCIM - Geiger Counter Ltd - Fund Page for Geiger Counter Ltd and submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries

CQS (UK) LLP	Craig Cleland	T: [phone]
Cavendish Capital Markets Limited	Tunga Chigovanyika (Corporate Finance)	T: [phone]
	Daniel Balabanoff / Pauline Tribe (Sales)	T: [phone]
R&H Fund Services (Jersey) Limited	Jane De Barros	T :[phone]

 

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