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
26 January 2017
London & St. Lawrence Investment Company PLC
Proposed Scheme of Reconstruction
Further to the strategic review announcement made on 25 November 2016 and
following consultation with its largest shareholders, the Board of London & St.
Lawrence Investment Company PLC ("LSLI" or the "Company") announces that it is
proposing a scheme of reconstruction under section 110 of the Insolvency Act,
1986 (as amended) and members' voluntary liquidation of LSLI (the
"Reconstruction").
Under the Reconstruction, shareholders will have the option of electing to (a)
roll over their investment into new units in Practical Investment Fund, a unit
trust with the objective of providing investors with above average capital
growth and increasing real income through investing in a wide spread of
investment companies and other securities, which is managed by Consistent Unit
Trust Management Company Ltd, currently a wholly-owned subsidiary of LSLI; or
(b) realise all or part of their shareholding for cash at the terminal asset
value ("TAV") under the liquidation. Given the Company's portfolio holdings,
the TAV is not expected to be less than 2.5 per cent. discount to the net asset
value on the calculation date for the Reconstruction.
Any shareholders that hold in excess of 5 per cent. of the voting rights in the
Company will also have the option to elect for an "in specie" distribution of
the Company's underlying investments.
As part of the Reconstruction, certain members of the Ashfield Family and
certain Directors of the Company have indicated to the Independent Directors of
LSLI, that they would be interested in purchasing the entire shareholder
capital of Consistent Unit Trust Management Company Ltd, at a fair market price
to be agreed.
Aviva Investors Global Services Limited ("Aviva"), which in its capacity as
investment manager for certain clients manages 5,651,428 (19.52 per cent.) of
the Company's ordinary shares (the 'Holding') on such clients' behalf, has
indicated that it intends to vote in favour of all shareholder resolutions in
connection with the Reconstruction, should it remain manager of the Holding at
the time of the relevant shareholder general meetings and it is permitted to
vote on the resolutions. It is anticipated that the Reconstruction will allow
Aviva to realise the investment in LSLI at TAV which, given the size of its
holding it would unlikely to be able to do so by selling its holding in the
market. Accordingly, it has been agreed that provided it goes ahead
successfully the costs of implementing the Reconstruction up to an agreed cap
will be met by the respective funds of the underlying clients. In the event
that the TAV's discount to net asset value is more than 2.5 per cent., an
amount representing such excess shall be deducted from such costs and be paid
by the Company and not from the client funds.
The Practical Investment Fund, which owns 1,590,000 shares in LSLI, has
indicated to the Board of LSLI, that it intends to elect for an "in specie"
distribution under the Reconstruction.
Any transactions between LSLI and the Ashfield Family, Directors of the Company
and/or Aviva will constitute related party transactions for the purpose of the
Listing Rules and as such will need to be approved by way of a vote of
independent shareholders.
It is expected that a shareholder circular and notices of general meetings
setting out the full details of the Reconstruction will be sent to shareholders
in due course. The Reconstruction is subject to the necessary regulatory
approvals and HMRC tax clearance.
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).