NORTH ATLANTIC SMALLER COMPANIES INVESTMENT TRUST PLC THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.
If you have sold or otherwise transferred all of your Ordinary Shares in the Company please send this document together with the accompanying documents, as soon as possible, to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
The distribution of this document and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdiction.
Winterflood Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser for the Company in connection with the Waiver Resolution and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Winterflood Securities Limited nor for providing advice to any other person in relation to the contents of this document or on any other matter referred to in this document. Persons other than the Company are recommended to seek their own financial and other professional advice.
_________________________________________________________________________________
North Atlantic Smaller Companies Investment Trust PLC
(an authorised closed-ended investment company incorporated in England and Wales with registered number 01091347)
Notice of Annual General Meeting and proposed approval of waiver of Rule 9 of the City Code
on Takeovers and Mergers
_______________________________________________________________________________
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this document in which the Directors (or the Independent Directors in the case of the Waiver Resolution) recommend you to vote in favour of each of the Resolutions to be proposed at the Annual General Meeting referred to below.
A Form of Proxy for use by all Shareholders at the Annual General Meeting is enclosed with this document. To be valid, the accompanying Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to the Company's registrars, PXS 1, Link Group, by hand (during normal business hours only) or by post to PXS 1, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and, in any event, by no later than midday on 16June 2023. If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST proxy instruction to the Company's registrars, Link Group (under CREST participant ID RA10) so that it is received by no later than midday on 16 June 2023.
TABLE OF CONTENTS
PART I | |
PART II | |
ADDITIONAL INFORMATION | 12 |
NOTICE OF ANNUAL GENERAL MEETING | 23 |
2
DEFINITIONS
The following definitions apply throughout this document and the accompanying Form of Proxy unless the context requires otherwise.
2006 Act | the Companies Act 2006 |
Annual General | the annual general meeting of the Company which is due to be held on 20 |
Meeting or AGM | June 2023 at midday and notice of which is given at the end of this |
document, and any adjournment thereof | |
Annual Report | the annual report and financial statements of the Company for the |
financial year ended 31 January 2023 | |
Articles | the articles of association of the Company |
Board of Directors | the directors of the Company, whose names appear on page 5 of this |
document | |
Business Day | a day on which the London Stock Exchange plc is open for transaction of |
business | |
Company | North Atlantic Smaller Companies Investment Trust PLC |
Concert Party | means Christopher Mills and persons presumed to be acting in concert |
with him, details of which are set out in paragraph 3 of Part II of this | |
document | |
CREST | the system for the paperless settlement of trades in securities operated |
by Euroclear in accordance with the CREST Regulations | |
CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001/3755) |
Form of Proxy | the form of proxy accompanying this document to be used by |
Shareholders in connection with the Annual General Meeting | |
FSMA | the Financial Services and Markets Act 2000, as amended |
Independent Directors | the Directors excluding Christopher Mills |
Independent | the Shareholders other than the Concert Party |
Shareholders | |
Latest Practicable | 16 May 2023, being the latest practicable date prior to the publication of |
Date | this document |
Notice of Annual | the notice of Annual General Meeting set out at the end of this document |
General Meeting or | |
Notice | |
Official List | the Official List of the Financial Conduct Authority |
3
Ordinary Shares or | the ordinary shares of 5 pence each in the share capital of the Company |
Shares | |
Panel | the Panel on Takeovers and Mergers |
Resolutions | the resolutions to be proposed at the AGM, the full text of which is set out |
in the Notice of Annual General Meeting | |
RNS | regulatory news service |
Share Buyback | Resolution 13 in the form set out in the Notice of Annual General Meeting |
Resolution | |
Shareholders | holders of Ordinary Shares |
Takeover Code | the City Code on Takeovers and Mergers |
UK Corporate | the UK Corporate Governance Code published by the Financial Reporting |
Governance Code | Council in July 2018 |
United Kingdom | the United Kingdom of Great Britain and Northern Ireland |
Waiver Resolution | Resolution 15 in the form set out in the Notice of Annual General Meeting |
Winterflood Securities | Winterflood Securities Limited |
4
PART I
LETTER FROM THE CHAIRMAN
North Atlantic Smaller Companies Investment Trust PLC
(an authorised closed-ended investment company incorporated in England and Wales with registered number 01091347)
Directors | Registered Office |
Sir Charles Wake (Non-Executive Chairman) | 6 Stratton Street |
Christopher Mills (Chief Executive and Investment Manager)* | London |
George Loewenbaum (Non-Executive Director) | W1J 8LD |
The Lord Howard of Rising (Non-Executive Director) | |
Peregrine Moncreiffe (Non-Executive Director) | |
Professor Fiona Gilbert (Non-Executive Director) | |
*A member of the Concert Party | |
22 May 2023 |
To all Shareholders
Dear Shareholder,
Notice of Annual General Meeting and proposed approval of waiver of Rule 9 of the City Code
on Takeovers and Mergers
-
Introduction
The purpose of this document is to provide you with details of the Resolutions to be proposed at the Annual General Meeting of North Atlantic Smaller Companies Investment Trust PLC (the Company) to be held on 20 June 2023 at midday and convened by the formal Notice of Annual General Meeting set out at the end of this document.
On 12 May 2023, the Company announced its final results for the year ended 31 January 2023 and a copy of the Annual Report for that period is being sent to Shareholders along with this document and is also available on https://www.nascit.co.uk/results-reports. -
Information on the Company
The Company is an authorised closed-ended investment trust incorporated in England and Wales, as a company limited by shares, whose shares are admitted to the Official List and to trading on the Main Market of the London Stock Exchange plc.
The investment objective of the Company is to provide capital appreciation to its Shareholders through investing in a portfolio of smaller companies which are based primarily in countries bordering the North Atlantic Ocean. The Company invests in both listed and unlisted companies. It is an alternative investment fund under the Alternative Investment Fund
5
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North Atlantic Smaller Companies Investment Trust plc published this content on 22 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2023 14:02:55 UTC.
