RE: CA Proposals15 Feb 2022 08:07
As a result of the continuation vote not being passed, the Board believes that it is in the interests of Shareholders as a whole for the Fund to adopt a strategy of maximising capital returned to Shareholders by way of timely disposals, including trade sales of the Fund's strategic holdings, where appropriate. Such change of strategy is subject to Shareholder approval at the Extraordinary General Meeting.
The Fund has accumulated several strategic holdings: since 2013, the Fund has been a shareholder in Hurricane Energy plc (it currently has a 28.9 per cent. holding); since 2016, it has been a shareholder in Equals Group plc (it currently has a 13 per cent. holding); since 2017, it has been a shareholder in Allied Minds plc (it currently has an 18.2 per cent. holding); since 2018, it has been a shareholder in De La Rue plc (it currently has a 10 per cent. holding) and it has been a shareholder in Sutton Harbour plc for more than a decade (it currently has a 10.8 per cent. holding). Given the substantial progress achieved by the Fund with its activist strategy to date on these holdings, the Fund expects to have realised these investments by 31 December 2023. Within this timescale, the Fund also anticipates selling its holding in Board Intelligence plc, an unquoted company in which it has been a shareholder since 2018.
The Fund has a track record of returning cash to Shareholders via share buybacks and dividends: since 2013, when the requirement for the continuation vote to be proposed at the 2021 AGM was introduced, £60 million has been returned to Shareholders via such means. The Fund intends to return all net proceeds from its holdings in Hurricane Energy plc, Allied Minds plc, Equals Group plc, De La Rue plc, Sutton Harbour plc and Board Intelligence plc, after providing for ongoing operational costs as necessary. The Fund previously announced, based on the Investment Manager's assessment of the status and timing of anticipated corporate transactions, that it is targeting additional shareholder returns of at least £40 million or 50 pence per Share before 30 June 2022. The payment of the 10p a share dividend to Shareholders on 9 February 2022, representing a gross return of £8.3 million, was the first shareholder return towards achieving that target. Whilst the Fund is confident that this is achievable, after consulting with several Shareholders, it is no longer considered to be in the interests of the Fund to impose a fixed deadline but will be keeping it as a target.
Subject to Shareholder approval of the change of strategy, the Fund will not make any new investments and will only make further opportunistic investments in existing holdings where, in the view of the Board and Investment Manager, such investment is considered necessary to protect the interests of Shareholders and/or provide the Investment Manager with additional influence to maximise value and facilitate and accelerate an exit.