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
26 January
2017
London & St. Lawrence Investment Company
PLC
Proposed Scheme of
Reconstruction
Further to the strategic review announcement made on
25 November 2016 and following
consultation with its largest shareholders, the Board of
London & St. Lawrence
Investment Company PLC (“LSLI” or the “Company”) announces that it
is proposing a scheme of reconstruction under section 110 of the
Insolvency Act, 1986 (as amended) and members’ voluntary
liquidation of LSLI (the “Reconstruction”).
Under the Reconstruction, shareholders will have the option of
electing to (a) roll over their investment into new units in
Practical Investment Fund, a unit trust with the objective of
providing investors with above average capital growth and
increasing real income through investing in a wide spread of
investment companies and other securities, which is managed by
Consistent Unit Trust Management Company Ltd, currently a
wholly-owned subsidiary of LSLI; or (b) realise all or part
of their shareholding for cash at the terminal asset value (“TAV”)
under the liquidation. Given the Company’s portfolio holdings, the
TAV is not expected to be less than 2.5 per cent. discount to the
net asset value on the calculation date for the Reconstruction.
Any shareholders that hold in excess of 5 per cent. of the
voting rights in the Company will also have the option to elect for
an “in specie” distribution of the Company’s underlying
investments.
As part of the Reconstruction, certain members of the Ashfield
Family and certain Directors of the Company have indicated to the
Independent Directors of LSLI, that they would be interested in
purchasing the entire shareholder capital of Consistent Unit Trust
Management Company Ltd, at a fair market price to be agreed.
Aviva Investors Global Services Limited (“Aviva”), which in its
capacity as investment manager for certain clients manages
5,651,428 (19.52 per cent.) of the Company's ordinary shares (the
‘Holding’) on such clients’ behalf, has indicated that it intends
to vote in favour of all shareholder resolutions in connection with
the Reconstruction, should it remain manager of the Holding at the
time of the relevant shareholder general meetings and it is
permitted to vote on the resolutions. It is anticipated that the
Reconstruction will allow Aviva to realise the investment in LSLI
at TAV which, given the size of its holding it would unlikely to be
able to do so by selling its holding in the market. Accordingly, it
has been agreed that provided it goes ahead successfully the costs
of implementing the Reconstruction up to an agreed cap will be met
by the respective funds of the underlying clients. In the event
that the TAV’s discount to net asset value is more than 2.5 per
cent., an amount representing such excess shall be deducted from
such costs and be paid by the Company and not from the client
funds.
The Practical Investment Fund, which owns 1,590,000 shares in
LSLI, has indicated to the Board of LSLI, that it intends to elect
for an “in specie” distribution under the Reconstruction.
Any transactions between LSLI and the Ashfield Family, Directors
of the Company and/or Aviva will constitute related party
transactions for the purpose of the Listing Rules and as such will
need to be approved by way of a vote of independent
shareholders.
It is expected that a shareholder circular and notices of
general meetings setting out the full details of the Reconstruction
will be sent to shareholders in due course. The Reconstruction is
subject to the necessary regulatory approvals and HMRC tax
clearance.
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).