THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE INVESTMENT COMPANY PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE INVESTMENT COMPANY PLC.
26 July 2023
The Investment Company plc
("The Investment Company" or the "Company")
Admission, Director Dealings and Total Voting Rights
The Investment Company is pleased to confirm, inter alia, the Completion of the Tender Offer, Admission of new Ordinary Shares, the appointment of Chelverton Asset Management Limited ("Chelverton") as the Company's investment manager, amendment to the Company's investment objective and policy, amendment to the Company's articles of association and the appointment of David Horner as a Director of the Company.
Ian Dighé, Chairman of The Investment Company, said:
"Whilst we start the Company's next chapter as a modest sized investment trust, the Company's assets are now to be managed by an award-winning asset manager in Chelverton, with a strong track record of creating value for its investors, whilst increasing investment funds' size. I would like to welcome David Horner, the Managing Director and founder of Chelverton, to the board and I look forward to working with him and his colleagues as we look to maximise capital growth over the long term by investing in high quality small and mid-cap companies.
"I would also like to take this opportunity to thank Michael Weeks for his significant contribution to the Company over the past three years and to wish him well for the future."
David Horner, Managing Director of Chelverton and non-executive Director of The Investment Company, said:
"I am delighted that Chelverton has been appointed as the investment manager of The Investment Company and to be joining the board. The Investment Company is complementary to the other funds we manage and we will continue to focus on our specialism in UK small and mid-cap companies where we believe there is long-term value.
"Smaller companies in the long-term have outperformed the Main Market on a total return basis. When this out-performance is compounded, the investment case becomes even more compelling. We have a very experienced team and an investment approach which we believe allows us to identify under-priced assets and take advantage of these dynamics. The UK equities market continues to trade at a significant discount to broader global equities and, despite the continuing inflationary concerns, we believe it offers many attractive investment opportunities that will provide long-term capital appreciation for the shareholders of The Investment Company."
Admission and Total Voting Rights
Further to its announcement on 19 July 2023, the Company confirms that 812,829 new Ordinary Shares will be admitted to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange at 8.00 a.m. today.
Following Admission, and completion of the Tender Offer, the Company's total issued share capital will comprise of 5,584,878 Ordinary Shares. The Company will hold all 3,747,673 Ordinary Shares that were repurchased pursuant to the Tender Offer in treasury. Therefore, the total number of shares with voting rights in the Company will be 1,837,205.
The above figure of 1,837,205 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Board Changes
As set out in the Prospectus, the Board also confirms that Michael Weeks has resigned from the Board and that David Horner has been appointed as a non-independent non-executive Director of the Company, effective immediately. Further details concerning David's appointment, including information required pursuant to LR 9.6.13R, are contained within Part 10 of the Prospectus.
Director Dealings
The Company confirms the subscriptions of certain Directors for ordinary shares in the Issue as outlined in the announcement on 19 July 2023.
The notifications at the end of this announcement, made in accordance with of the UK Market Abuse Regulation, provide further detail.
Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the prospectus published by the Company on 9 June 2023 in connection with the Issue (the "Prospectus").
Enquiries
| The Investment Company |
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| Singer Capital Markets - Corporate Broker | +44 (0)20 7496 3000 |
| James Moat / Alex Bond / James Fischer | |
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| ISCA Administration Services Limited Company Secretary | +44 (0) 1392 487056 |
LEI: 2138004PBWN5WM2XST62
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
| a) | Name | 1. Ian Dighé 2. Martin Perrin 3. David Horner | ||||||||
| 2 | Reason for the notification | |||||||||
| a) | Position/status | 1. Chairman and Non-Executive Director 2. Non-Executive Director 3. Non-Executive Director | ||||||||
| b) | Initial notification/Amendment | Initial notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name | The Investment Company plc | ||||||||
| b) | LEI | 2138004PBWN5WM2XST62 | ||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares of 50 pence each
ISIN: GB0004658257 | ||||||||
| b) | Nature of the transaction | Placing for cash | ||||||||
| c) | Price(s) and volume(s) |
| ||||||||
| d) | Aggregated information
- Aggregated volume
- Price | N/A - single transaction | ||||||||
| e) | Date of the transaction | 26 July 2023 | ||||||||
| f) | Place of the transaction | Outside a trading venue | ||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Michael Weeks | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Non-Executive Director (resigned with effect from 26 July 2023) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | The Investment Company plc | ||||
| b) | LEI | 2138004PBWN5WM2XST62 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares of 50 pence each
ISIN: GB0004658257 | ||||
| b) | Nature of the transaction | Disposal pursuant to the Tender Offer | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
- Aggregated volume
- Price | N/A - single transaction | ||||
| e) | Date of the transaction | 26 July 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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