27th Feb 2026 16:42
For immediate release.
27 February 2026
Smithson Investment Trust plc
Legal Entity Identifier: 52990070BDK2OKX5TH79
Results of Second General Meeting, Suspension and Cancellation of Reclassified Shares and Scheme Entitlements
In connection with the proposals for the scheme of reconstruction and members' voluntary winding up of Smithson Investment Trust plc (the "Company") under section 110 of the Insolvency Act 1986 (the "Scheme"), the Board is pleased to announce the results of the Second General Meeting and the Scheme entitlements.
Defined terms used in this announcement have the meanings given in the Company's circular to Shareholders dated 22 January 2026 (the "Circular"). The Circular is available for viewing at the National Storage Mechanism which can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.smithson.co.uk.
Results of the Second General Meeting
The Company announces that the special resolution to place the Company into members' voluntary liquidation was voted on and approved by Shareholders at the Second General Meeting held earlier today. Accordingly, Richard Peter Barker and Derek Neil Hyslop (together the "Liquidators"), both of Ernst & Young LLP of 1 More London Place, London SE1 2AF have been appointed as joint liquidators of the Company. Details of the number of votes cast for, against and withheld in respect of the resolution, which was held on a poll, are set out below and will also be published on the Company's website https://www.smithson.co.uk.
The poll results were as follows:
RESOLUTION | VOTES FOR (INCLUDING DISCRETIONARY) | % | VOTES AGAINST | % | VOTES TOTAL | TOTAL VOTES CAST AS A PERCENTAGE OF TOTAL VOTING RIGHTS (1) | VOTES WITHHELD(2)
|
To place the Company into members' voluntary liquidation in accordance with the Scheme and grant the Liquidators certain powers. | 25,411,793 | 99.36 | 162,956 | 0.64 | 25,574,749 | 23.81 | 28,827 |
(1) The number of Shares in issue as at the voting record time of 6.00 p.m. on 25 February 2026 (the "Voting Record Time") was 177,107,958. The Company holds 69,680,475 Shares in treasury. Therefore, the total voting rights in the Company as at the Voting Record Time were 107,427,483 votes (representing 107,427,483 Shares, carrying one vote per Share held).
(2) A 'vote withheld' is not a vote in law and has not been counted as a vote "for" or "against" a Resolution.
The full text of the Resolution can be found in the notice of Second General Meeting contained in the Circular.
Suspension and Cancellation of Reclassified Shares
The Company's Reclassified Shares were suspended from listing on the Official List of the Financial Conduct Authority and from trading on the London Stock Exchange at 7.30 a.m. this morning, 27 February 2026, in anticipation of the Second General Meeting.
The Company, through its advisers, will notify the Financial Conduct Authority and the London Stock Exchange of the Company's intention to cancel the Company's admission of the Reclassified Shares to listing and trading as soon as practicable after the Effective Date.
Scheme Entitlements
The entitlements calculated in accordance with the terms of the Scheme were as follows:
§ Final Rollover FAV per Share: 1522.734232 pence
§ Cash FAV per Share: 1531.816168 pence
Shareholders and CSN Participants will receive the following cash and/or number of Fund Shares.
For Shareholders and CSN Participants that are deemed to have elected to receive Fund Shares:
§ such persons will receive 15.22 Fund Shares for each Reclassified Share with "A" rights attached to it held by them.
Fractional entitlements will be dealt with by the issue of smaller denomination shares each equivalent to one thousandth of a Fund Share, in accordance with the terms of the Fund Prospectus.
For Shareholders that elected (or are deemed to have elected) for the Cash Option:
§ such persons will receive 1502.467042 pence in cash (being the net realisation proceeds of the Cash Pool divided by the number of Reclassified Share with "B" rights (the "Cash Entitlement")) for each Reclassified Share with "B" rights attached to it held by them.
Liquidation
As noted in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs of implementing the Scheme. The Directors have also provided in the Liquidation Pool for a retention of £100,000 which they, together with the Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company.
The Liquidation Pool will be applied by the Liquidators in discharging all current and future actual and contingent liabilities of the Company. The remaining balance of the Liquidation Pool, if any, shall be distributed in cash by the Liquidators pursuant to the Scheme, to all Shareholders (being those Shareholders on the Register as at the Record Date in proportion to the respective holdings of Shares on the Record Date, other than Dissenting Shareholders) provided that if any such amount payable to any Shareholder is less than £5.00, it shall not be paid to the Shareholder but instead shall be paid by the Liquidators to the Nominated Charity.
The Liquidators will also be entitled to make interim payments to Shareholders on the Register as at the Record Date in proportion to their holdings of Shares. The Liquidators shall only make such distribution if there is sufficient cash available and if the Liquidators are of the view that it is cost effective to make an interim distribution. If any interim distribution payable to any Shareholder is less than £5.00, it shall not be paid to the Shareholder but instead shall be paid by the Liquidators to the Nominated Charity. For these purposes, any Shares held by Dissenting Shareholders and any Shares held in treasury will be ignored.
In accordance with the Circular, Shareholders that were deemed to have elected for the Rollover Option will be issued their Fund Shares on 27 February 2026. The first day of dealing in the Fund Shares will be 2 March 2026. Shareholders who elected for the Cash Option will have their entitlements despatched not later than 10 Business Days after the Effective Date.
Following the appointment of the Liquidators, all further enquiries regarding the Company should be made to the Liquidators, whose contact details are below.
General
As noted in the Circular, the name of the Company is being changed from "Smithson Investment Trust plc" to "SNINVC plc". Now that the Scheme has become effective in accordance with its terms, the Company will apply to the Registrar of Companies to change the name of the Company accordingly.
For further information please contact:
Liquidators
Richard Peter Barker and Derek Neil Hyslop [email protected]
Richard Peter Barker and Derek Neil Hyslop are licensed in the United Kingdom to act as an Insolvency Practitioner by The Insolvency Practitioners Association. As Insolvency Practitioners, they are bound by the Insolvency Code of Ethics in carrying out all professional work relating to the appointment.
The Joint Liquidators may act as data controllers of personal data as defined by the UK General Data Protection Regulation (as incorporated in the Data Protection Act 2018), depending upon the specific processing activities undertaken. Ernst & Young LLP and/or the Company may act as a data processor on the instructions of the Joint Liquidators. Personal data will be kept secure and processed only for matters relating to the Joint Liquidators' appointment. The Office Holder Data Privacy Notice can be found at www.ey.com/uk/officeholderprivacy.
This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
Related Shares:
Smithson Invesa