JANUS HENDERSON FUND MANAGEMENT UK
LIMITED
THE CITY OF LONDON INVESTMENT TRUST
PLC
LEGAL ENTITY IDENTIFIER:
213800F3NOTF47H6AO55
16 February 2024
THE CITY OF LONDON INVESTMENT
TRUST PLC
Delisting from the New
Zealand Stock Exchange
The Board of The City of London
Investment Trust plc (NZ
ticker: TCL)
announces that it intends that the Company's ordinary shares be
delisted from the NZX Main Board operated by NZX Limited with
effect from 21 March 2024 (NZ time).
Set out on the next page is a sample
form of the letter to be sent on 19 February 2024 to shareholders
registered on the New Zealand branch register.
For further information please
contact:
Sir Laurie Magnus
Chairman
The City of London Investment Trust
plc
Telephone: 020 7818 2550
|
Job Curtis
Fund Manager
The City of London Investment Trust
plc
Telephone: 020 7818 4367
|
Dan Howe
Head of Investment Trusts
Janus Henderson Investors
Telephone: 020 7818 4458
|
Harriet Hall
Investment Trusts PR
Director
Janus Henderson Investors
Telephone: 020 7818 2919
|
Letter to shareholders on the NZ branch register giving notice
of delisting of The City of London Investment Trust from the NZX
Main Board
The Company's ordinary shares
currently have a primary listing on the London Stock Exchange
(LSE) and a secondary
listing on the NZX Main Board operated by NZX Limited (NZX). The Board of TCL has carried out
a review of the secondary listing, looking at the number of shares
held on the New Zealand register and the costs of maintaining the
listing. Holdings of shareholders on the New Zealand register now
represent only 1.2% of the Company's total shares in issue and
trading in TCL shares on the NZX Main Board has been decreasing in
recent years, whilst the costs of maintaining the listing have been
steadily increasing.
The Board considers that the
administrative and compliance burdens of maintaining the secondary
listing in New Zealand have become disproportionate to the benefits
of maintaining that listing. Delisting from the NZX Main Board would enable the Company to save on the
ongoing listing fees, legal fees and registry costs associated with
maintaining its NZX listing.
The Board has therefore resolved to
delist the shares from the NZX Main Board
with effect from 21 March
2024 (Delisting
Date). There will be no costs to you in relation to the
proposed delisting arrangements.
Please carefully read the following
sections which provide background and detailed actions associated
with this decision.
1. What happens after delisting
from the NZX Main Board?
1.1
TCL's shares will remain listed on the London
Stock Exchange (LSE) and
its shares will continue to be quoted on the LSE.
1.2
The last day on which you will be able to trade
your TCL shares on the NZX Main Board is
19 March 2024.
1.3
On the Delisting Date, TCL's New Zealand share
register, maintained by Computershare Investor Services Ltd
(Computershare NZ), will be
closed. If you hold TCL shares on the Delisting Date, all of your
shares will be automatically transferred to TCL's main United
Kingdom register, maintained by Computershare Investor Services PLC
(Computershare UK). The
number of shares you hold will be unchanged following the
transfer. Once TCL has delisted from the
NZX Main Board, you will receive a welcome letter from
Computershare UK, which will include a share certificate and
details of your new Shareholder Reference Number. Should you not
receive that communication by 12 April 2024, you are advised to
contact Computershare UK, details of which are set out
below.
1.4
After the Delisting Date, you will continue to
hold legal title to your shares and will be able to continue to
receive corporate documentation and notices (including copies of
TCL's annual and half year financial reports, notice of meetings
and proxy voting forms), and be able to attend meetings and vote
directly. Proxy votes may be lodged online via the Computershare UK
website, www.investorcentre.co.uk.
As a shareholder on the main register, you will be
asked whether you wish to receive corporate documentation and
notices by post and a form will be included in the welcome letter
from Computershare UK for return. You may also choose to be
notified by email when documents become available on the Company's
website. If you have previously signed up for email communication
with Computershare NZ, this preference will remain in place
following the transfer to the main register. Please note that if you do
not return the form or it is incorrectly completed or you have not
previously signed up for email communication, you will receive
notifications to your home address that documents or information
are available on the Company's website.
1.5
Currently, arrangements are in place for dividends
to be paid directly into your bank account in New Zealand dollars.
Following the delisting, dividends would ordinarily be paid in
pounds sterling by cheque sent to your registered address, however,
we are aware that New Zealand banks are no longer accepting foreign
cheques. Computershare UK offers an International Funds Transfer
service whereby you can have dividends converted into New Zealand
dollars and paid directly into your New Zealand bank account. If
you wish to continue to receive dividends in NZ dollars, you will
need to sign up to this service, and details and how to apply will
be sent to you within the welcome letter. Alternatively, if you
have a UK or sterling bank account and provide the account details
to Computershare UK, dividends will be paid directly into your
account in sterling.
Please note that if you do not take any action, your dividends
will be paid by sterling cheque.
1.6
While the Company does not believe that the
delisting of the Company's shares from the NZX Main Board should
have any taxation implications for shareholders, any person who is in doubt as to their
tax position is strongly recommended to consult their own
professional tax adviser.
2. What if I want to trade my
TCL shares on LSE?
2.1
As mentioned above, the Company will remain listed
on the LSE and you can still trade your shares by contacting any
New Zealand stockbroker who can facilitate trading through the LSE,
or by dealing through a UK stockbroker
(fees may apply). Any fees charged by a UK stockbroker for trading
shares on the LSE may be different to the fees payable when trading
TCL shares on the NZX. However, please note that no trading of TCL
shares can take place between 20 March to 22
March 2024 (refer to table below). The costs of holding, or
transacting, shares in the UK through the main register and the
London Stock Exchange may differ from that in New Zealand (for
example rates of brokerage). Shareholders may wish to consult their
own local broker for information on the costs of transacting in the
UK.
2.2
TCL's share price, trading information and
regulatory announcements can be found on the LSE's website under
the security code "CTY" and also on the Company's own website
at www.cityinvestmenttrust.com.
2.3
If you wish to hold your shares in paperless form
and/or hold your shares through a custodial service, custody and/or
administration fees may apply. You will need to contact a
stockbroker (whether in New Zealand or elsewhere) who offers a
custodial service, and they will be able to make the necessary
arrangements once you have received your new share certificate.
Holding shares through a custodial service will reduce the time
that purchases and sales will take to settle. The stockbroker will
be able to advise you of their charges. TCL's New Zealand broker,
Jarden Securities, will also be happy to provide assistance with
questions relating to trading the Company's shares on the LSE or
custodial services (0800 800 968: contact Peter Irwin).
3. What action do I need to take
now?
3.1
You are not required to do anything in relation to
the delisting and transfer of your shares to the United Kingdom
register.
3.2
Should you wish to transfer your NZX Main Board listed shares to the LSE prior to the
Delisting Date, you should be able to do so by contacting your New
Zealand stockbroker. There may be a small charge for this service.
Alternatively, you could contact Computershare NZ and request a
Removal of Securities form.
3.3
You should contact your stockbroker if you would
like to discuss the process for trading your shares in TCL after
the Delisting Date. If you do not have a relationship with a New
Zealand stockbroker, you can visit the directory of registered
market participants on NZX's website:
https://www.nzx.com/services/market-participants/find-a-participant.
3.4
We set out below our proposed timetable for the
delisting process:
Date (NZ time, except where
indicated))
|
Proposed activity
|
Friday, 16 February 2024
(UK time)
|
NZX approved TCL's delisting on the
NZX.
TCL released announcement of the
delisting to the market.
|
Tuesday, 19 March 2024
|
Last day for trading TCL shares on
the NZX. Shares will cease to be quoted on the NZX from market
close and a trading halt will be in place.
|
Thursday, 21 March 2024
|
Delisting date. Listing of TCL
with the NZX will formally cease at close of business and shares
will be transferred to the United Kingdom register.
|
20 to 22 March 2024
|
No trading of TCL shares on the New
Zealand register can take place during these days.
|
Monday, 25 March 2024
(UK time)
|
Shares will commence trading on the
London Stock Exchange
|
Week commencing 25 March 2024
onwards (UK time)
|
New UK share certificates will be
mailed to New Zealand shareholders, at shareholders' risk, within
14 days of cancellation of listing on the NZX.
Shareholder Reference Numbers will
be on the share certificates.
|
4. How to Contact
Computershare
If you have any questions about the
proposed delisting, please contact the Company's registrar in any
one of the following ways:
NZ
Registrar - Computershare Investor Services
Limited
By
phone: (+64)
9 488 8777
|
|
By
e-mail: enquiry@computershare.co.nz
|
|
By
post: Computershare Investor Services Limited, Private Bag 92119,
Auckland 1142, New Zealand
|
UK
Registrar - Computershare Investor Services PLC
5. How to Contact Jarden
Securities
Alternatively, you can contact TCL's
New Zealand Broker, Jarden Securities Limited (Jarden)
on 0800 800 968 or by email to:
peter.irwin@jarden.co.nz
(contact Peter Irwin).
Conclusion
We understand that some shareholders
may be disappointed with this decision after the long support the
Company has had in New Zealand. We hope you understand that the
rationale has been driven by cost considerations. Thank you for
your support over many years and we hope you will continue your
investment in The City of London Investment Trust
plc.