28 February 2025
Menhaden
Resource Efficiency plc (‘MHN’ or the
‘Company’)
LEI:
2138004NTCUZTHFWXS17
Publication
of Circular in relation to the proposed Members' Voluntary
Liquidation and return of capital
Further to
the Company’s announcement on 20 December
2024, the Board announces that it has today published a
circular to shareholders (the "Circular")
to convene a general meeting (the "General
Meeting") in
connection with its proposal that the Company be placed into
members' voluntary liquidation (the "Members'
Voluntary Liquidation").
Capitalised
terms used in this announcement shall have the same meanings given
to them in the Circular unless otherwise defined herein.
The
Members' Voluntary Liquidation is conditional on the approval of
Shareholders of the special resolution to be proposed at the
General Meeting (the "Resolution").
The formal
notice convening the General Meeting, to be held at the office of
Frostrow Capital LLP at 25 Southampton Buildings, London WC2A 1AL, at 10.00 a.m. on 25 March
2025, is set out at the end of the Circular. The Notice of
General Meeting includes the full text of the
Resolution.
Shareholders
should read the whole of the Circular, in particular the letter
from the Chairman, which contains the unanimous recommendation from
the Board that Shareholders vote in favour of the Members'
Voluntary Liquidation.
Howard Pearce, Chair of Menhaden Resource Efficiency plc,
said:
“Shareholders
have expressed clear feedback to move forward promptly with the
portfolio realisation; we appreciate their constructive input. The
Circular published today reflects their wish for a timely and
cost-effective full cash exit. If these proposals are approved on
25th March, we expect that the listed portfolio will be realised
shortly after the appointment of liquidators, with an initial
distribution expected during the week commencing 26 May 2025.
Led by
the portfolio manager, Menhaden Capital Management, and the
company’s brokers, Deutsche Numis, good progress has been made in
discussions with potential buyers of the unquoted investments,
including with the investments’ General Partners. Given their
expertise and knowledge of the portfolio investments, the portfolio
manager will if needed be called on by the liquidators to help
maximise value for shareholders. Net proceeds from the unquoted
sales will be returned to shareholders as soon as
possible.”
Ben Goldsmith, CEO of the portfolio manager, Menhaden
Capital Management, added:
“We
fully support the board putting forward this realisation plan for
shareholders’ approval. It aims to provide our investors with a
full cash exit, optimising the speed and costs of the process. We
will assist the liquidator as required to help expedite
the sale
of the quoted and unquoted investments. I, and the rest of the MCM
team, would like to thank shareholders in advance, for their
ongoing support in this process.”
Background
and shareholder support
Following
careful consideration, and in consultation with the Portfolio
Manager, the AIFM, the Company's corporate broker and a range of
shareholders, the Board has decided that approval of a Members'
Voluntary Liquidation at the General Meeting is in the best
interests of the Company and shareholders as a whole. The Board
believes that this will achieve optimal, timely and cost-effective
realisation of the portfolio. Feedback from shareholders has
indicated overwhelming support for the proposal and the Board
thanks them for their constructive approach.
The
Company has subsequently engaged with a number of large
shareholders and received letters of intent to vote, or procure the
votes, in favour of the Resolution to be proposed at the General
Meeting from a majority of the Company's top Shareholders,
including Cavamont Holdings Limited, Generali Deutschland
Versicherung and the principals at the Portfolio
Manager.
Assuming
the Resolution is approved at the General Meeting, the process of
voluntary liquidation will commence with the appointment of the
Liquidators. It is intended that the Company's listed investments
will be sold shortly following the General Meeting. The Portfolio
Manager is engaged in ongoing discussions with the General Partners
of the unquoted investments that the Company holds, with a view to
disposing of such investments as soon as practicable.
|
EXPECTED TIMETABLE
|
|
|
|
2025
|
|
Last day
for dealings in the Shares on the London Stock Exchange on a
rolling two-day settlement basis
|
19
March(¹)
|
|
Latest
time and date for receipt of hard copy forms of proxy or electronic
proxy appointments for the General Meeting
|
10.00 a.m. on 21
March(²)
|
|
Payment
date for the First Interim Dividend
|
24
March
|
|
Payment
date for the Second Interim Dividend
|
24
March
|
|
Close of
Register and record date for participation in the Members'
Voluntary Liquidation
|
6.00 p.m.
on 24 March
|
|
Suspension
of Shares from trading on the London Stock Exchange and suspension
of listing on the Official List
|
7.30 a.m. on 25
March(³)
|
|
General
Meeting
|
10.00 a.m.
on 25 March
|
|
Publication
of the results of the General Meeting
|
25 March
|
|
Appointment
of the Liquidators
|
25 March
|
|
Initial
Distribution to Shareholders
|
expected
during the week commencing 26 May (⁴)
|
|
|
|
Notes:
(¹)
After this date, dealings should be for cash settlement only and
will be registered in the normal way if the transfer, accompanied
by the documents of title, is received by the Registrars by close
of business on 21 March
2025.
(²)
Shareholders should be aware that deadlines for voting through
platforms may be earlier than the Company's proxy voting deadline.
The Association of Investment Companies has published on its
website some guidance on how to vote shares in investment companies
on major platforms. If you are in any doubt as to how to vote your
Shares please contact the relevant platform.
(³)
Cancellation of the listing of the Shares on the Official List and
cancellation of admission to trading of the Shares on the Main
Market will take place as soon as practicable thereafter or on such
date as the Liquidators shall determine. An announcement will be
made at the relevant time.
(⁴)
Actual date to be determined by the Liquidators.
The
above times and/or dates may be subject to change and, in the event
of such change, the revised times and/or dates will be notified to
Shareholders by an announcement through a Regulatory Information
Service.
All
references to times in this announcement are to London times.
FURTHER
INFORMATION
Overview
and further background of the proposal
The
Company was founded in 2015 on the belief that, with insatiable
demand for higher living standards on a finite planet, some
companies enabling the cleaner and more efficient delivery of basic
societal needs and key infrastructure, such as energy, water,
digital services and mass transportation, or mitigating
environmental risks like pollution and climate change, will grow
earnings faster than the global economy over the long
term. The
Company was established with an unlimited life, however, the
Articles provide that a continuation resolution be put to
shareholders as an ordinary resolution at the annual general
meeting of the Company every five years, with the next continuation
vote due to be put to shareholders at the annual general meeting to
be held in July 2025 (the
"2025
Continuation Vote").
The
strategy has been successful from the perspective of NAV growth.
Although the NAV has grown (to 31 January
2025) by 7.3% per annum since inception, and by 9.9% per
annum (to 31 January 2025) since the
appointment of Luciano Suana as Chief Investment Officer in
March 2016, the share price growth
has continually lagged NAV growth with the shares trading at a
discount of 38.9% on the day prior to the Company's announcement on
16 September 2024 (referred to
below). At the release of that announcement, the Company's Share
price performance remained below the Company's RPI+3% benchmark
over three years and since inception.
For a
number of reasons significant share price discounts have persisted
across the majority of the UK investment trust sector. The share
price discount to the Company’s NAV per Share has been a metric
that has concerned the Board and which it monitors extremely
closely. The table below at Figure 1 shows the Company's share
price discount to NAV since 2015.
Over the
past couple of years, the Board has taken action to help mitigate
this share price discount. Whilst the Board had not historically
favoured share buybacks for such purpose, it recognised that they
are accretive to NAV per Share and can help to temper share price
volatility, as well as sending a signal to the market about the
Board's confidence in the underlying value of the assets in the
portfolio. Therefore, during 2023 the Company undertook a modest
programme of share buybacks. While this exercise resulted in no
discernible effect on the discount at the time, with the discount
continuing to widen the Board took the decision in June 2024 to recommence the programme. Alongside
this the Board continued its marketing and communication efforts to
try to stimulate demand by informing potential investors of the
inherent value in the Company’s assets and shares.
Figure 1
|
Year
|
Share
price discount to NAV (as at 31 December) (%)
|
|
2015
|
-8.2
|
|
2016
|
-22.2
|
|
2017
|
-25.6
|
|
2018
|
-26.1
|
|
2019
|
-17.9
|
|
2020
|
-25.4
|
|
2021
|
-28.1
|
|
2022
|
-31.4
|
|
2023
|
-37.2
|
|
15
September 2024
|
-38.9
|
Source:
The Company.
Conscious
of the challenges facing the listed investment company sector, many
of which the Company has also faced, and notwithstanding the
Company's good net asset value performance, at its current size the
Company’s secondary market liquidity is relatively low and it has
been unable to attract sufficient attention and demand from
investors, which has also been a factor behind the Company’s shares
trading at a material discount to the NAV per Share.
This led
to the Board's announcement on 16 September
2024 that the Company, together with its advisers, would
carry out a formal review of the options available to the Company
in order to address the issues facing the Company ahead of the 2025
Continuation Vote.
While the
Board believes that the Company's resource efficiency investment
thesis remains compelling, headwinds continue to weigh more widely
on appetite for investment trust shares, particularly those with
smaller scale and lower liquidity, resulting in wide discounts and
the inability to issue new shares and grow trusts.
Following
careful consideration, and consultation with the Portfolio Manager,
the AIFM, the Company's corporate broker and a range of
Shareholders, the Board has decided that approval of a Members'
Voluntary Liquidation at the General Meeting is in the best
interests of the Company and Shareholders as a whole – achieving
realisation of the portfolio for Shareholders while carefully
considering the costs and time of the process. The Board would like
to thank Shareholders for their constructive feedback provided as
part of that process, which has been invaluable in informing the
Board's decision-making process.
The
Company received a number of proposals from third parties which
included alternative investment management arrangements, potential
mergers with other investment trusts and discounted cash offers for
the unquoted portfolio. However, the Shareholder feedback received
by the Board heavily supported a managed realisation of the
portfolio and return of capital to Shareholders. As such, and after
taking account of the deliverability and immediacy of the options,
the Board has decided to propose to Shareholders that the Company
is put into Members' Voluntary Liquidation.
The Board
considers that the proposed Members' Voluntary Liquidation is in
Shareholders' best interests. It will provide clarity in advance of
the 2025 Continuation Vote and expedites, so far as practicable,
the realisation of Shareholders' investments thereby providing
Shareholders with liquidity and the inherent value of the portfolio
despite the share price discount.
Portfolio
profile and plan for realisation of the Company's
investments
As at
31 January 2025 (being the date of
the latest monthly factsheet), the Company had net assets of £143.4
million and a market capitalisation of £125.3 million. As at that
date, the Company was invested in listed equities totalling
c.£108.2 million (representing 75.4% of NAV as at 31 January 2025), unquoted investments totalling
c.£29.0 million (representing 20.2% of NAV as at 31 January 2025) and held cash totalling c.£8.1
million (representing 5.6% of the NAV as at 31 January 2025).
A summary
of the ten largest holdings in the portfolio as at 31 January 2025 is shown in the table
below:
|
Name
of investment
|
Listed/
unquoted
|
Investment
Theme
|
Total
(% of gross assets)
|
|
Alphabet
|
Listed
|
Digitalisation
|
13.9%
|
|
Safran
|
Listed
|
Industrial
Emissions Reduction
|
11.7%
|
|
Airbus
|
Listed
|
Infrastructure
& Transportation
|
11.0%
|
|
Avantus
|
Unquoted
|
Clean
Energy
|
9.7%
|
|
Microsoft
|
Listed
|
Digitalisation
|
8.7%
|
|
VINCI
|
Listed
|
Infrastructure
& Transportation
|
7.1%
|
|
Canadian
Pacific Kansas City
|
Listed
|
Infrastructure
& Transportation
|
6.1%
|
|
TCI Real
Estate Partners IV
|
Unquoted
|
Infrastructure
& Transportation
|
6.1%
|
|
Amazon
|
Listed
|
Digitalisation
|
5.7%
|
|
Canadian
National Railway
|
Listed
|
Infrastructure
& Transportation
|
4.7%
|
|
Total
|
84.7%
|
The
geographical breakdown of the investments comprising the Company's
portfolio as at 31 January 2025 is
set out in the table below:
|
Location
|
Total
(% of gross assets)
|
|
US
|
47.1%
|
|
Europe
|
30.2%
|
|
Canada
|
10.8%
|
|
Emerging
Markets
|
3.2%
|
|
UK
|
3.1%
|
|
Liquidity
|
5.6%
|
|
Total
|
100%
|
Subject to
the terms of the Termination Deed, the Portfolio Manager will
assist the Liquidators with the sale of the Company's listed and
unquoted investments, given its expertise and knowledge of the
Company's portfolio.
It is
intended that the Company's listed investments will be sold shortly
following the Liquidation Date.
The
Portfolio Manager is engaged in ongoing discussions with the
General Partners of the unquoted investments that the Company holds
(and other parties) with a view to realising the unquoted
investments held in the Company's portfolio as soon as
practicable.
Further
updates on the progress of these realisations will be provided to
Shareholders by RNS or, after their appointment, by the
Liquidators.
Subject to
progress in disposing of the Company's unquoted investments, the
need to retain cash for any unfunded contractual commitments in
relation to the unquoted investments and the ongoing costs of the
liquidation, it is currently expected that the Liquidators will
make the Initial Distribution (defined in Members'
Voluntary Liquidation paragraph
below) during the
week commencing 26 May
2025.
Pending
the distribution of any realisation proceeds to Shareholders,
monies will be held in appropriate currencies in the absolute
determination of the Liquidators.
Members'
Voluntary Liquidation
Under the
proposed Members' Voluntary Liquidation, Shareholders will be able
to realise their investment in the Company by way of a voluntary
liquidation of the Company. The Members' Voluntary Liquidation is
conditional upon Shareholder approval of the Resolution at the
General Meeting.
Subject to
Shareholder approval at the General Meeting, Derek Hyslop and Richard
Barker of Ernst & Young LLP will be appointed as joint
liquidators to the Company. Their remuneration shall be determined
by the Company, based on an estimate and subject to the actual time
spent by the Liquidators dealing with matters related to the
Members' Voluntary Liquidation both pre- and post-liquidation. Upon
the appointment of the Liquidators, all powers of the Board will
cease, the Board will stand down and the Liquidators will be
responsible for the affairs of the Company until it is wound up.
Following their appointment, the Liquidators will realise the
Company's investments in conjunction with the Portfolio Manager,
make the cash distributions (via the Company's Registrar) to
Shareholders referred to below, discharge the liabilities and
satisfy all the creditors of the Company and eventually dissolve
the Company. The listing of the Shares on the Official List will be
cancelled as soon as practicable or on such later date as the
Liquidators determine. An announcement regarding the cancellation
will be made at the relevant time.
If the
Resolution is passed at the General Meeting, Shareholders will be
provided with a full cash exit less costs. It is expected that the
Liquidators will make an initial cash distribution to Shareholders,
via the Company's Registrar, using the proceeds of the realisation
of the Company's listed investments, less
the costs
of the Members' Voluntary Liquidation, any amounts required to
honour unfunded contractual commitments in relation to the unquoted
investments and the amount attributable to the Liquidators'
Retention Fund (described below) during the week commencing
26 May 2025 (the "Initial
Distribution").
Subject to progress, it is possible that the Initial Distribution
may also include the realisation proceeds of one or more of the
Company's unquoted investments. Thereafter, the Liquidators and the
Company will continue to be advised by the Portfolio Manager who
will realise the Company's remaining unquoted investments. Any net
proceeds from the disposal of the unquoted investments during the
liquidation period will be returned to Shareholders in due course.
However, there can be no guarantee as to the value and/or timing of
distribution(s) that may result from the realisation of the
Company's unquoted investments.
The
Liquidators will retain sufficient funds in the Members' Voluntary
Liquidation to meet the current, future and contingent liabilities
of the Company, including the costs and expenses (inclusive of VAT,
if applicable) of the liquidation not already paid at the point of
liquidation and an additional retention of £100,000 for unknown
contingencies (the "Liquidators'
Retention Fund").
Once the
Liquidators have realised the Company's assets, made the Initial
Distribution, satisfied the claims of creditors of the Company,
honoured the Company's unfunded contractual commitments and paid
the costs and expenses of the liquidation, it is expected that the
Liquidators would make a final distribution to Shareholders. This
final distribution, if any, would be made solely at the discretion
of the Liquidators.
For
illustrative purposes only, based on
a Net Asset Value of £143.4 million as at 31
January 2025 and assuming that (i) the Company's unquoted
investments represent £29.0 million of that Net Asset Value and are
unrealised at the time of the Initial Distribution, (ii) the
aggregate costs of the Members' Voluntary Liquidation are £0.9
million, (iii) the amount required to honour the Company's unfunded
contractual commitments in relation to the unquoted investments is
£13.6 million, (iv) the cost of running the Company in liquidation
(assumed for 12 months) is £0.1 million; and (v) the amount
attributable to the Liquidators' Retention Fund is £0.1 million,
Shareholders would receive an Initial Distribution of £1.27 per
Share and might expect to receive total distributions of £1.81 per
Share in due course once all of the Company's assets have been
realised and liabilities have been settled. Shareholders
should note that the value of the Company's investments upon
realisation cannot be guaranteed and the foregoing figures are
based on an assumption that they are realised at their book value
as at 31 January
2025. In the
event that the market value of the Company's listed investments
between 31 January 2025 and their
proposed realisation date (being shortly after the Liquidation
Date) varies and/or in the event that the Company's unquoted
investments are realised at levels below their book value as at
31 January 2025, then the amount of
the distributions received by Shareholders will differ to those
stated above.
All
Shareholders on the Register on the record date (being 6.00 p.m. on 24 March
2025) will be entitled to the distributions from the
Liquidators, including the Initial Distribution.
So far as
possible, the Liquidators will seek to ensure that the Company's
tax status as an investment trust is maintained throughout this
process, although this cannot be guaranteed.
If the
Members' Voluntary Liquidation is approved, Shareholders will be
provided with a full cash exit less costs.
Nothing in
the proposals contained in the Circular shall impose any personal
liability on the Liquidators or either of them.
Termination
of the AIFM and the Portfolio Manager
The
Company, the AIFM and the Portfolio Manager have entered into a
deed of termination in respect of the AIFM Agreement and the
Investment Management Agreement (the "Termination
Deed"), which
is conditional on the approval of the Resolution at the General
Meeting.
Pursuant
to the terms of the Termination Deed, the appointment of each of
the AIFM and the Portfolio Manager will terminate on 30 April 2025 (the "Termination
Date").
Following the Termination Date, the Liquidators may request the
assistance of the Portfolio Manager or any of its principals in
connection with the realisation of the Company's then-remaining
investments. Whether this further assistance will be required will
depend on the progress that has been made with the realisation of
the Company's unquoted investments immediately prior to the
Termination Date.
Pursuant
to the terms of the Termination Deed, the AIFM Agreement and the
Investment Management Agreement, the Company shall pay to the AIFM
and the Portfolio Manager an amount in lieu of notice of
termination. The Portfolio Manager is also entitled to receive a
Performance Fee up to the Termination Date, calculated in
accordance with the existing terms of the Investment Management
Agreement.
The
Company's other service providers
The
Company is taking steps to ensure that the appointments of certain
of its other service providers will terminate should the Resolution
be passed.
The
Company's Registrars, MUFG Corporate Markets, will be retained by
the Company during the liquidation period to facilitate
communications with and distributions to Shareholders.
Interim
Dividends
As
announced on 13 February 2025, in
accordance with the Company's dividend policy, the Directors have
declared an interim dividend of 1.6
pence per Share for the year ended 31
December 2024 (the "First
Interim Dividend"). The
First Interim Dividend will be paid on 24
March 2025 to Shareholders on the Register as at the close
of business on 21 February 2025. The
ex-dividend date is 20 February
2025.
In
relation to the period from 1 January
2025 to 25 March 2025 (being
the proposed date on which the liquidation of the Company commences
pursuant to the proposed Members' Voluntary Liquidation), as
announced on 13 February 2025, the
Directors have resolved that the Company will pay a further interim
dividend of 0.5 pence per Share (the
"Second
Interim Dividend") in
order to ensure that the Company meets the distribution
requirements to maintain investment trust status during the period
to the Liquidation Date. The Second Interim Dividend will be paid
on 24 March 2025 to Shareholders who
are on the Register as at close of business on 21 February 2025. The ex-dividend date for the
Second Interim Dividend is 20 February
2025.
For the
avoidance of doubt, the Interim Dividends are not conditional on
the Resolution being passed.
Suspension
and cancellation of listing and trading of the
Shares
The
Register will be closed at 6.00 p.m.
on 24 March 2025. Application will be
made to the FCA for the suspension of the listing of the Shares on
the Official List and application will be made to the London Stock
Exchange for suspension of trading in the Shares at 7.30 a.m. on 25 March
2025.
The
last day for dealings in the Shares on the London Stock Exchange on
a normal rolling two-day settlement basis will be 19 March 2025. After that date, dealings should
be for cash settlement only and will be registered in the normal
way if the transfer, accompanied by the documents of title, is
received by the Registrars by close of business on 21 March 2025. Transfers received after that time
will be returned to the person lodging them and, if the Resolution
is passed, the original holder will receive any proceeds from
distributions made by the Liquidators.
If the
Resolution is passed, the Company will make an application for the
cancellation of the admission of the Shares to listing on the
Official List and to trading on the Main Market following the
General Meeting, with the cancellation to take effect on such date
as the Liquidators shall determine. An announcement regarding the
cancellation will be made at the relevant time.
After the
liquidation of the Company and the making of the final distribution
to Shareholders (if any), existing certificates in respect of the
Shares will cease to be of value and any existing credit of the
Shares in any stock account in CREST will be redundant.
Costs
and expenses of the Members' Voluntary
Liquidation
The costs
and expenses of the proposals will be borne by the Company and are
expected to be approximately £0.9 million (including VAT) in
aggregate.
Benefits
of the Members' Voluntary Liquidation
The Board
believes that, having taken into account the views of Shareholders,
the Members' Voluntary Liquidation is in the best interests of the
Company and its Shareholders as a whole and should yield two
principal benefits:
-
The future
direction and strategy of the Company is determined as soon as
practicable and in advance of the 2025 Continuation Vote, providing
Shareholders with liquidity that would not otherwise be available
to them and bringing forward the timeline for the receipt of
realisation proceeds.
-
The
proposals also have the effect of unlocking previously unrealised
financial value at a level that better reflects the Company's
underlying NAV compared to the share price.
Risk
Factors relating to the Members' Voluntary
Liquidation
The risks
referred to below are the material risks known to the Directors at
the date of the Circular which the Board believes Shareholders
should consider prior to deciding how to cast their votes on the
Resolution. Only those risks which are material and currently known
to the Board have been disclosed below. It is possible that
additional risks and uncertainties not currently known to the
Board, or that the Board currently deems to be immaterial, may also
have an adverse effect on the Company.
-
Implementation
of the Members' Voluntary Liquidation is conditional upon the
passing of the Resolution at the General Meeting. In the event that
the Resolution is not passed the Members' Voluntary Liquidation
will not be implemented. The Board will then have to consider
alternative proposals for the future the Company, the
implementation of which will likely result in additional costs
being incurred by the Company.
-
There can
be no certainty as to the timing of the realisation of any asset
and/or the return of capital to Shareholders. In particular, the
Company's unquoted investments may take longer to realise than
anticipated, and when compared to the realisation timeline for the
Company's listed investments, and it may take longer for
Shareholders to receive back their capital. The realisation of such
assets and/or the value at which such assets are realised may also
be affected by political, social, environmental, economic or market
events that are outside the Company's control.
-
There can
be no assurance as to the value that will be realised from the
realisation of the Company's assets. Sales commissions, liquidation
costs, taxes and other costs associated with the realisation of the
Company’s assets together with the usual operating costs of the
Company will reduce the cash available for distribution to
Shareholders.
-
There may
be other matters or factors which affect the availability, amount
or timing of receipt of the proceeds of realisation of some or all
of the Company’s investments. In determining the size of any
distributions to be made to Shareholders, the Liquidators will take
into account the Company’s ongoing running costs, further funding
required to protect the Company’s remaining investments and the
costs of the liquidation of the Company. However, should these
costs be greater than expected or should cash receipts for the
realisations of investments be less than expected, this will reduce
the amount available for Shareholders in future
distributions.
-
The
Company reports in Sterling and intends to pay any return of
capital to Shareholders in Sterling. The realisation proceeds from
the Company's investments may be denominated in currencies other
than Sterling, including US Dollars. Pending the distribution of
any realisation proceeds to Shareholders, monies will be held in
appropriate currencies in the absolute determination of the
Liquidators. Realisation proceeds received that are denominated in
non-Sterling currencies will be converted into Sterling prior to
their distribution to Shareholders. The Sterling amount will depend
upon exchange rates between the relevant currencies of cash
received and Sterling at the relevant time, which may
fluctuate.
If
Shareholders are in any doubt as to the contents of this
announcement or the Circular or as to what action to take, they
should seek immediately their own personal financial advice from
their stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under FSMA or, if in a
territory outside the United
Kingdom, from an appropriately authorised independent
financial adviser.
Action
to be taken in respect of the General Meeting
All
Shareholders are encouraged to vote on the Resolution to be
proposed at the General Meeting and, if their Shares are not held
directly, to arrange for their nominee to vote on their
behalf.
Whether or
not you intend to attend the General Meeting, you should complete
and return your proxy appointments so as to arrive not later than
10.00 a.m. on 21 March 2025.
Shareholders
can appoint a proxy using one of the following methods:
(i)
logging
onto
www.signalshares.com and
following instructions;
(ii)
in the
case of CREST members, by utilising the CREST electronic proxy
appointment service by using the procedures described in the CREST
manual. The CREST manual can be viewed at
www.euroclear.com;
(iii)
requesting
a hard copy Form of Proxy directly from the Company's Registrar,
MUFG Corporate Markets via telephone on: +44 (0) 371 664 0300 or by
emailing
shareholderenquiries@cm.mpms.mufg.com;
or
(iv)
institutional
investors may be able to appoint a proxy electronically using the
Proxymity platform, a process which has been agreed by the Company
and approved by MUFG Corporate Markets. Please visit
www.proxymity.io for
further details.
To be
valid any hard copy Form of Proxy must be completed, signed and
received at MUFG Corporate Markets, PXS 1, Central Square, 29
Wellington Street, Leeds LS1 4DL
no later than 10.00 a.m. on
21 March 2025.
Proxies
sent electronically must be sent as soon as possible and, in any
event, so as to be received no later than 10.00 a.m. on 21 March
2025.
Please
note that deadlines for voting through platforms may be earlier
than the deadlines stated in this Circular.
The
Association of Investment Companies has published on its website
some guidance on how to vote shares in investment companies on
major platforms. If you are in any doubt as to how to vote your
Shares please contact the relevant platform.
Appointment
of a proxy will not prevent you from attending and voting in person
at the General Meeting should you wish to do so. If any Shareholder
submits more than one valid proxy appointment, the appointment
received last before the latest time for receipt of proxies will
take precedence.
Recipients
of the Circular who are the beneficial owners of Shares held
through a nominee should follow the instructions provided by their
nominee or their professional adviser if no instructions have been
provided.
Recommendation
The Board
considers the Members' Voluntary Liquidation to be in the best
interests of the Company and Shareholders as a whole.
Accordingly,
the Board unanimously recommends that Shareholders vote IN FAVOUR
of the Resolution to be proposed at the General Meeting, as the
Directors intend to do in respect of their own beneficial holdings,
which total 335,111 Shares (representing 0.4% of the Company's
total voting rights) as at the Latest Practicable
Date.
The
Circular is available on the Company's website at
https://www.menhaden.com/. The
Circular will shortly be available for inspection at the National
Storage Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Contacts:
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Menhaden
Resource Efficiency plc
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Howard
Pearce, Chairman
|
Via KL
Communications or Deutsche Numis
|
|
|
|
|
Deutsche
Numis – Corporate Broker
|
|
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David
Benda
Matt
Goss
|
+44 (0)20
7260 1000
|
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KL
Communications – Financial PR
|
Menhaden@kl-communications.com
|
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Charles
Gorman
Henry
Taylor
|
+44 (0)20
3882 6644 / +44 (0)7795 977 967
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Frostrow
Capital – AIFM
|
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Paul
Griggs (Company Secretary)
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+44 (0)20
3709 8733
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