20th Mar 2017 11:54
LONDON & ST LAWRENCE INVESTMENT COMPANY PLC - Publication of Circular and Notice of General MeetingsLONDON & ST LAWRENCE INVESTMENT COMPANY PLC - Publication of Circular and Notice of General Meetings
PR Newswire
London, March 20
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.
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