Statement re Shareholder Approval of Change in Investment Policy
November 06 2009 - 8:38AM
UK Regulatory
TIDMWII
Welsh Industrial Investment Trust Plc
3 Spital Yard, Spital Square, London E1 6AQ
Shareholder Approval of Change in Investment Policy
The Board of Welsh Industrial Investment Trust Plc ("Welsh" or "the Company")
announces that it has received written notification from certain shareholders
that they wish the Company to "realise the group's assets with a view to
returning capital to shareholders as quickly as possible".
Those shareholders are: -
Name Shareholding % of issued capital
Gresham House Plc 350,000 25.9%
Finton Earley and Rosemary Chopin-John
(Trustees of The Rowe Trust) 117,000 8.7%
Gerald Oury and Associates 371,493 27.5%
------- ----
Aggregate Shareholding 838,493 62.1%
======= ====
As shareholders will be aware, the published investment policy of Welsh as
stated in its Financial Statements is (and has for many years been) to invest
primarily in a diverse portfolio of predominantly UK equities to promote both
income and growth.
Accordingly in order to comply with the requests it has received the Board will
need to implement a material change in the published investment policy, for
which, under the Listing Rules, the Company, as an authorised investment trust,
is required to obtain the approval of shareholders. However, shareholders
should be aware that the combined votes of the shareholders who have made the
request, acting together, would be sufficient to pass the requisite resolution,
even if all other shareholders voted against the Resolution.
Accordingly, whilst Mr Murray and Mr Stirling (Chairman), who comprise the
majority of the Board, disagree with the proposed new investment policy, they do
not, despite their personal views, consider that it will be worthwhile in the
current circumstances for the Company to incur the expense of convening a
General Meeting for the purpose of merely confirming the views of the requisite
majority of the shareholders. The Board will therefore begin to implement a
short term realisation policy endeavouring to achieve the best prices for the
investments available to it in the circumstances.
It must be appreciated that in order to return capital to shareholders it will
be necessary to place the company into members voluntary liquidation, for which
it will not only be necessary to convene a General Meeting but at which an
affirmative vote of at least 75% of the shareholders attending such meeting and
voting on the Resolution will be required. There can be no guarantee that such
a resolution will be passed.
The Board will seek to realise the investment portfolio in line with the
notifications received and will then convene a General Meeting so that
shareholders may vote on the liquidation of the Company. The Board will at the
appropriate time send a circular to shareholders incorporating the necessary
Notice of General Meeting, and will in accordance with the Listing Rules reflect
the advice it will by then have received on liquidation and their own views and
recommendations.
Further information will therefore be sent to shareholders in due course.
Commenting on the announcement Mr Stirling as Chairman said:
"You may imagine how disappointed I feel because during my stewardship as
investment manager of the Company the net assets of the Company have
increased substantially. In 1973 when I was first appointed the net
assets were approximately GBP61,000, to which GBP54,519 was added by way of a
rights issue two years later, making approximately GBP115,500.
The net assets have subsequently increased to over GBP4.5m, as announced on
5th October, 2009. This represents a gain of about 39 times the original
value of the portfolio over 34 years, which is an average of
approximately 115% per annum over a third of a century
The short term view taken by those shareholders who have made their
request since the results were announced, and during what has been
recently a very turbulent market, is in my view wrong and I believe a
long term view in line with the Company's historic and successful
investment policy would be much more appropriate."
Contact Details:
A. P. Stirling:
Chairman,
Welsh Industrial Investment Trust plc,
3 Spital Yard,
Spital Square,
London E1 6AQ
Tel: 0207 377 0242
6th November 2009
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