DP3F Downing Three Vct Plc

 
TIDMDP3F 
 
   Downing THREE VCT plc 
 
   LEI: 2138008V2JDU2K6ZHF80 
 
   Publication of Circular re. Voluntary Winding-up 
 
   26 February 2021 
 
   Voluntary Winding-Up Circular 
 
   It was announced on 30 September 2020 that the Board intended to put to 
Shareholders a proposal to commence a solvent winding-up of the Company 
(the "Winding-Up"). 
 
   A circular explaining the proposal for the winding-up and the actions 
which are required for its implementation, containing details of a 
proposed related party transaction, has been issued and will be posted 
to shareholders shortly, together with a notice of the General Meeting 
of the Company to be held at 11.05 a.m. on 30 March 2021 (the "General 
Meeting"). 
 
   If the resolutions are passed at the General Meeting, this will result 
in the cancellation of the listing of the Company's Shares on the 
Official List, which is expected to take place on 31 March 2021, and the 
Shares ceasing to trade on the London Stock Exchange. 
 
   Expected Timetable 
 
 
 
 
Latest time and date for receipt of Form of Proxy             11.05 a.m. on 26 
 for the General Meeting                                            March 2021 
Record date/register of members closed                   7.30 a.m. on 30 March 
                                                                          2021 
Suspension of the listing of the Shares on the Official  7.30 a.m. on 30 March 
 List                                                                     2021 
General Meeting                                               11.05 a.m. on 30 
                                                                    March 2021 
Expected date of cancellation of the listing of the      8.00 a.m. on 31 March 
 Shares on the Official List                                              2021 
 
 
 
   In connection with the Winding Up the Company and its investment manager, 
Downing LLP (the "Manager"), have agreed that the Company's investment 
management agreement shall continue notwithstanding the Winding-Up, 
until terminated on the earlier of (i) 12 months written notice from 
either the Company or the Manager to the other or (ii) the final 
distribution by the Company to its shareholders pursuant to the 
Winding-Up (the "IMA Continuation"). During the IMA Continuation, in 
consideration for providing investment management services to the 
Company, the Manager will continue to receive an annual fee equal to 
1.8% of the net assets attributable to the Company's F shares and in 
consideration for providing administration services to the Company the 
Manager will receive a fee of GBP31,779 per annum (being a 50% reduction 
on the current fee). (No investment management fees will be charged in 
respect of the H Share pool and J Share pool.) The IMA Continuation 
constitutes a smaller related party transaction within Listing Rule 
11.1.10 R. 
 
   Documents 
 
   A copy of the circular has been submitted to the National Storage 
Mechanism and will shortly be available for inspection at 
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. 
 
   Enquiries 
 
   Grant Whitehouse, Company Secretary 0207 416 7780 
 
 
 
 

(END) Dow Jones Newswires

February 26, 2021 10:17 ET (15:17 GMT)

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