TIDMSSIF
RNS Number : 2867E
Secured Income Fund PLC
29 June 2023
Secured Income Fund Plc
LEI: 213800TR2S2TT6PKVH57
29 June 2023
SECURED INCOME FUND PLC
(the "Company")
B Share Scheme and Delisting
Pursuant to the authority received from shareholders at the
general meeting held on 23 March 2021, the Board has resolved to
return GBP3,159,621 to Shareholders via a seventh Return of Capital
by the issue of B Shares.
B Shares of GBP1 each will be paid up from capital and issued to
all Shareholders by way of a bonus issue pro-rata to their holding
of Ordinary Shares on the basis of one B Share for approximately
every 16.66 Ordinary Shares held at the Record Date of 6.00 p.m. on
6 July 2023. The B Shares will be issued on 7 July 2023 and
immediately redeemed at GBP1 per B Share. The Redemption Date in
respect of this Return of Capital is 7 July 2023. The proceeds from
the redemption of the B Shares, which is equivalent to 6.0 pence
per Ordinary Share, will be sent to uncertificated Shareholders
through CREST or via cheque to certificated Shareholders.
Timetable
It is expected that the timetable will be as follows:
Record date of seventh Return 6.00 p.m. on 6 July 2023
of Capital
Ex-date in respect of seventh 7 July 2023
Return of Capital
Redemption date of seventh Return 7 July 2023
of Capital
Dispatch of cheques in respect 14 July 2023
of certificated holders
Uncertificated holders credited 17 July 2023
with cash proceeds
Pay date for B Share return 17 July 2023
of capital
All redemption payments will be paid gross of tax.
Following the issue and redemption of B shares on 7 July 2023,
the total number of Ordinary Shares in issue will remain at
52,660,350 and the total number of voting rights in the Company is
52,660,350. There are no shares held in treasury.
The above figure of 52,660,350 may be used by shareholders as
the denominator for the calculation by which they may determine if
they are required to notify their interest in, or change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Delisting
At an extra ordinary general meeting held on 16 December 2021,
shareholders in the Company voted in favour of the resolution to
delist the Company from the Specialist Funds Segment of the London
Stock Exchange once the net assets of the Company fell below
GBP7,000,000. This threshold will be crossed on the ex-date for the
seventh Return of Capital on 7 July 2023. The Company therefore
proposes to delist from the Specialist Fund Segment of the London
Stock Exchange effective 4 August 2023.
The principal effects of the delisting are:
1. There will be no public market on any recognised investment
exchange or multilateral trading facility for the Ordinary Shares
and, consequently, there can be no guarantee that a Shareholder
will be able to purchase or sell any Ordinary Shares;
2. While the Ordinary Shares will remain freely transferable, it
is likely that the liquidity and marketability of the Ordinary
Shares will, in the future, be more constrained than at present and
the secondary market value of such Ordinary Shares may be adversely
affected as a consequence;
3. In the absence of a formal market, it may be more difficult
for shareholders to determine the market value of their investment
in the Company at any given time;
4. The corporate governance, regulatory and financial reporting
regime which applies to companies whose shares are admitted to
trading on the Specialist Fund Segment will no longer apply;
5. There may be taxation consequences for Shareholders as a
result of the Shares no longer being admitted to trading on the
Specialist Fund Segment. Shareholders should consult their own
professional advisers and seek their own advice in connection with
the potential consequences of the Cancellation of Trading,
including any potential changes in the tax treatment of their
holding of Shares; and
6. Following the Cancellation of Trading, the Company will cease
to be treated as an investment trust with effect from the start of
the accounting period in which the Cancellation of Trading occurs.
The Directors therefore expect that the Company will cease to be
treated as an investment trust for the accounting period which
begins on 1 July 2023. As a result of no longer being an investment
trust the Company will continue to be liable to UK corporation tax
on its profits after deducting allowable expenses. Any gain on the
realisation of the investment portfolio above its value on the date
prior to the Company losing investment trust status will also be
subject to UK corporation tax.
The Company will remain registered with the Registrar of
Companies in England & Wales in accordance with and subject to
the Companies Act 2006, notwithstanding the Cancellation.
Shareholders should also note that the Takeover Code will continue
to apply to the Company following the Cancellation for a period of
10 years from the date of Cancellation.
The Company will also continue to be bound by its Articles of
Association (which require shareholder approval for certain
matters) following the Cancellation.
Shareholders should be aware that if the Cancellation takes
effect, they will at that time cease to hold shares in a quoted
company and will become Shareholders in an unquoted company which
will be likely significantly to reduce the marketability and
liquidity of the Ordinary Shares and the principal effects referred
to above will automatically apply to the Company from the date of
the Cancellation.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
Portfolio Update
At 31 May 2023, the Company's investment portfolio comprised ten
direct loans with a total carrying value of GBP5.3 million. The
legacy loans across the three remaining borrowers are fully
impaired under IFRS 9 and therefore have zero carrying value
assigned to them.
It is anticipated that the completion of the managed wind-down
will take approximately 12 to 18 months. The Directors remain
focussed on the realisation of the Company's remaining assets
pursuant to the Company's objective of delivering investors total
proceeds as close to NAV as possible. B share distributions will
continue to be made as and when there are sufficient proceeds.
For further announcements regarding the delisting, please visit
the website http:// www.securedincomefundplc.co.uk /delisting ,
where you will also be able to register for email updates.
For further information please contact:
Directors
David Stevenson (Chair) tel: +44 7973 873785
Susan Gaynor Coley tel: +44 7977 130673
Brett Miller tel: +44 7770 447338
finnCap Ltd. tel: +44 20 7220 0500
Corporate Finance: William Marle
Sales: Mark Whitfeld
( http://www.securedincomefundplc.co.uk/ )
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END
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