THIS ANNOUNCEMENT
AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO,
THE UNITED STATES, AUSTRALIA, CANADA OR THE REPUBLIC OF SOUTH AFRICA
20 March
2017
London & St. Lawrence Investment Company
PLC (the “Company”)
Publication of
circular and notices of general meetings
Further to the Company’s announcement on 26 January 2017 in relation to a proposed scheme
of reconstruction under section 110 of the Insolvency Act, 1986 (as
amended) and members’ voluntary liquidation (the “Scheme”),
the Company has published a shareholder circular (the
“Circular”) and notices of general meetings.
The Proposals
Under the Scheme, Ordinary Shareholders (who are not Restricted
Shareholders) are being offered a choice of the following:
- a tax and cost efficient rollover into the Practical Investment
Fund, a unit trust with a similar income-focused strategy to the
Company and managed by the same management team who manage the
Company’s portfolio; and/or
- a cash exit at NAV (on the Calculation Date) less costs.
As part of the Proposals, and in conjunction with the
liquidation of the Company, it is also proposed that Consistent
Unit Trust Management Company Limited, which is currently a
wholly-owned subsidiary of the Company, is sold to the Ashfield
Consortium. In addition, Aviva has agreed with the Company, subject
to certain conditions, to make a contribution to the costs of
implementing the Proposals. Further details of both of these
matters are set out in the Circular.
The Proposals are subject to shareholder approval. If the
Proposals are not approved by shareholders the Company will
continue as presently constituted as an investment trust.
Benefits of the Scheme
The Directors consider the Scheme should have the following
benefits:
- it removes the uncertainty that has arisen by virtue of Aviva's
desire to divest its holding in the Company;
- the Scheme provides Ordinary Shareholders with optionality,
allowing those who wish to divest some or all their holdings to
receive a cash distribution and, for those who wish to remain
invested (in whole or in part), a tax efficient roll-over into a
vehicle with similar investment objectives and managed by the same
management team;
- by virtue of Aviva's contribution to the costs of the Scheme it
is a cost effective solution for Shareholders;
- it will enable Ordinary Shareholders who are deemed to elect
for the roll-over option to retain market exposure through a
vehicle whose portfolio is managed by the same team that manages
the Company's portfolio and whose investment objectives are
similar;
- Ordinary Shareholders who may be subject to UK capital gains or
corporation tax on gains on their investment in the Company should
be able to rollover this investment into Practical Income Units
without crystallising an immediate charge to UK capital gains tax
or corporation tax on gains;
- Ordinary Shareholders who are deemed to elect for the Default
Option will not be required to pay any initial charge or meet any
requirement for a minimum subscription level in the Practical
Investment Fund. The Practical Investment Fund also offers
daily subscriptions and redemptions at net asset value; and
- it is expected that the proposed purchase of Consistent by the
Ashfield Consortium will allow the Company to achieve an uplift to
the carrying book value of Consistent.
An electronic copy of the Circular and Notices has been
submitted to the National Storage Mechanism and will shortly be
available for inspection
at: http://www.morningstar.co.uk/uk/NSM and can also be
obtained from the Company's website at:
http://www.londonandstlawrence.com/.
The First General Meeting on 12 April
2017 and the Second General Meeting on 20 April 2017 will both be held at the offices of
Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU.
Expected Timetable
Ex dividend date of the Interim
Dividend |
30 March 2017 |
Record date for the Interim
Dividend |
5:30 p.m. on 31 March 2017 |
Latest time for receipt of Forms of
Proxy for use at the First General Meeting |
12:00 noon on 10 April 2017 |
Latest time for receipt of Forms of
Election or TTE Instructions |
1:00 p.m. on 11 April 2017 |
Record Date for the Scheme |
5:30 p.m. on 11 April 2017 |
Ordinary Shares disabled in
CREST |
7:00 a.m. on 12 April 2017 |
First General Meeting |
12.00 noon on 12 April
2017 |
Ordinary Shares reclassified,
Official List amended, opening of the Register and commencement of
dealings in respect of the Reclassified Shares |
8.00 a.m. on 13 April 2017 |
Latest time for receipt of Forms of
Proxy for use at the Second General Meeting |
10:00 a.m. on 18 April 2017 |
Calculation Date and valuation point
for the Practical Income Units to be issued pursuant to the
Scheme |
12:00 noon on 18 April
2017 |
Payment date for the Interim
Dividend |
19 April 2017 |
Dealings in Reclassified Shares
suspended |
7:30 a.m. on 20 April 2017 |
Second General Meeting |
10:00 a.m. on 20 April
2017 |
Scheme Effective Date |
20 April 2017 |
Contract notes for Practical Income
Units dispatched |
W/c 20 April 2017 |
Cheques expected to be dispatched in
respect of the Cash Option and CREST payments made to
Shareholders |
W/c 20 April 2017 |
Cancellation of the listing of the
Reclassified Shares |
as soon as practicable after the
Scheme Effective Date |
|
Unless otherwise stated in the announcement, capitalised terms
are as defined in the Circular.
This announcement does not contain all the information which is
contained in the Circular and Shareholders should read the Circular
published by the Company today in its entirety.
Enquiries
London & St Lawrence Investment Company
PLC
Sean
Ashfield
+44
(0)207 149 6695
Jenny
Sculley
+44 (0)1296 711598
Cenkos Securities plc
Sapna
Shah
+44 (0)20 7397 1922
Shamus
Henderson
+44 (0)20 7397 1917
Francesc
Garcia-Uriel
+44 (0)20 7397 1920
This announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulation (EU/596/2014).
The content of this announcement has been prepared by, and is
the sole responsibility of, London
and St Lawrence Investment Company plc. The information contained
in this announcement is given at the date of its publication
(unless otherwise marked) and is subject to updating, revision and
amendment from time to time. Neither the content of the Company's
website nor any website accessible by hyperlinks to the Company's
website is incorporated in, or forms part of, this
announcement. The distribution of this announcement into
jurisdictions other than the United
Kingdom may be restricted by law. Any failure to
comply with these restrictions may constitute a violation of the
securities laws or regulations of any such jurisdiction. In
particular, this announcement should not be distributed, forwarded
to or transmitted, directly or indirectly, in whole or in part, in,
into or from the United States,
Australia, Canada, Japan
or the Republic of South Africa or
any other jurisdiction where to do so may constitute a violation of
the securities laws or regulations of any such jurisdiction.
Cenkos Securities plc, which is authorised and regulated by the
Financial Conduct Authority, is acting only for the Company in
connection with the matters described in this announcement and is
not acting for or advising any other person, or treating any other
person as its client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of Cenkos Securities plc or advice to any other person in
relation to the matters contained herein.