Lon and St Lawrence Publication of Circular and Notice of General Meetings
March 20 2017 - 6:54AM
UK Regulatory
TIDMLSLI
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
20 March 2017
London & St. Lawrence Investment Company PLC (the "Company")
Publication of circular and notices of general meetings
Further to the Company's announcement on 26 January 2017 in relation to a
proposed scheme of reconstruction under section 110 of the Insolvency Act, 1986
(as amended) and members' voluntary liquidation (the "Scheme"), the Company has
published a shareholder circular (the "Circular") and notices of general
meetings.
The Proposals
Under the Scheme, Ordinary Shareholders (who are not Restricted Shareholders)
are being offered a choice of the following:
* a tax and cost efficient rollover into the Practical Investment Fund, a
unit trust with a similar income-focused strategy to the Company and
managed by the same management team who manage the Company's portfolio; and
/or
* a cash exit at NAV (on the Calculation Date) less costs.
As part of the Proposals, and in conjunction with the liquidation of the
Company, it is also proposed that Consistent Unit Trust Management Company
Limited, which is currently a wholly-owned subsidiary of the Company, is sold
to the Ashfield Consortium. In addition, Aviva has agreed with the Company,
subject to certain conditions, to make a contribution to the costs of
implementing the Proposals. Further details of both of these matters are set
out in the Circular.
The Proposals are subject to shareholder approval. If the Proposals are not
approved by shareholders the Company will continue as presently constituted as
an investment trust.
Benefits of the Scheme
The Directors consider the Scheme should have the following benefits:
* it removes the uncertainty that has arisen by virtue of Aviva's desire to
divest its holding in the Company;
* the Scheme provides Ordinary Shareholders with optionality, allowing those
who wish to divest some or all their holdings to receive a cash
distribution and, for those who wish to remain invested (in whole or in
part), a tax efficient roll-over into a vehicle with similar investment
objectives and managed by the same management team;
* by virtue of Aviva's contribution to the costs of the Scheme it is a cost
effective solution for Shareholders;
* it will enable Ordinary Shareholders who are deemed to elect for the
roll-over option to retain market exposure through a vehicle whose
portfolio is managed by the same team that manages the Company's portfolio
and whose investment objectives are similar;
* Ordinary Shareholders who may be subject to UK capital gains or corporation
tax on gains on their investment in the Company should be able to rollover
this investment into Practical Income Units without crystallising an
immediate charge to UK capital gains tax or corporation tax on gains;
* Ordinary Shareholders who are deemed to elect for the Default Option will
not be required to pay any initial charge or meet any requirement for a
minimum subscription level in the Practical Investment Fund. The Practical
Investment Fund also offers daily subscriptions and redemptions at net
asset value; and
* it is expected that the proposed purchase of Consistent by the Ashfield
Consortium will allow the Company to achieve an uplift to the carrying book
value of Consistent.
An electronic copy of the Circular and Notices has been submitted to the
National Storage Mechanism and will shortly be available for inspection at:
http://www.morningstar.co.uk/uk/NSM and can also be obtained from the
Company's website at: http://www.londonandstlawrence.com/.
The First General Meeting on 12 April 2017 and the Second General Meeting on 20
April 2017 will both be held at the offices of Gowling WLG (UK) LLP, 4 More
London Riverside, London SE1 2AU.
Expected Timetable
Ex dividend date of the Interim Dividend 30 March 2017
Record date for the Interim Dividend 5:30 p.m. on 31 March
2017
Latest time for receipt of Forms of Proxy for use at 12:00 noon on 10 April
the First General Meeting 2017
Latest time for receipt of Forms of Election or TTE 1:00 p.m. on 11 April
Instructions 2017
Record Date for the Scheme 5:30 p.m. on 11 April
2017
Ordinary Shares disabled in CREST 7:00 a.m. on 12 April
2017
First General Meeting 12.00 noon on 12 April
2017
Ordinary Shares reclassified, Official List amended, 8.00 a.m. on 13 April
opening of the Register and commencement of dealings 2017
in respect of the Reclassified Shares
Latest time for receipt of Forms of Proxy for use at 10:00 a.m. on 18 April
the Second General Meeting 2017
Calculation Date and valuation point for the 12:00 noon on 18 April
Practical Income Units to be issued pursuant to the 2017
Scheme
Payment date for the Interim Dividend 19 April 2017
Dealings in Reclassified Shares suspended 7:30 a.m. on 20 April
2017
Second General Meeting 10:00 a.m. on 20 April
2017
Scheme Effective Date 20 April 2017
Contract notes for Practical Income Units dispatched W/c 20 April 2017
Cheques expected to be dispatched in respect of the W/c 20 April 2017
Cash Option and CREST payments made to Shareholders
Cancellation of the listing of the Reclassified as soon as practicable
Shares after the Scheme
Effective Date
Unless otherwise stated in the announcement, capitalised terms are as defined
in the Circular.
This announcement does not contain all the information which is contained in
the Circular and Shareholders should read the Circular published by the Company
today in its entirety.
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).
The content of this announcement has been prepared by, and is the sole
responsibility of, London and St Lawrence Investment Company plc. The
information contained in this announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. Neither the content of the Company's website nor
any website accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement. The distribution of this announcement
into jurisdictions other than the United Kingdom may be restricted by law. Any
failure to comply with these restrictions may constitute a violation of the
securities laws or regulations of any such jurisdiction. In particular, this
announcement should not be distributed, forwarded to or transmitted, directly
or indirectly, in whole or in part, in, into or from the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so may constitute a violation of the securities laws
or regulations of any such jurisdiction. Cenkos Securities plc, which is
authorised and regulated by the Financial Conduct Authority, is acting only for
the Company in connection with the matters described in this announcement and
is not acting for or advising any other person, or treating any other person as
its client, in relation thereto and will not be responsible for providing the
regulatory protection afforded to clients of Cenkos Securities plc or advice to
any other person in relation to the matters contained herein.
END
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