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Downing Strategic Micro-Cap Investment Trust plc

Hunting value, enabling transformation.

Downing Strategic Micro-Cap Investment Trust plc (DSM) is a UK investment company listed on the London Stock Exchange, focused on unlocking value from a concentrated portfolio of between 12 – 18 companies under £150m market capitalisation at initial investment.

DSM finds and invests in small companies that are overlooked and undervalued by the market. DSM works with management to help transform those companies, and aims to unlock and realise considerable intrinsic value.

Update on planned return of capital to shareholders

Monday 8 July 2024

Download Circular for Requisitioned General Meeting here.

As announced on 18 June 2024, the Board of the Company received a request to requisition a general meeting of the Company (the "Requisition") from Vidacos Nominees Limited, acting as nominee of Milkwood Capital Limited ("Milkwood").

The Board considers that Milkwood's decision to lodge the Requisition is wholly self-interested and disruptive when the Board and the Investment Manager are focused on returning cash to Shareholders pursuant to the Managed Wind-Down of the Company, and the Board unanimously recommends that you VOTE AGAINST each of the Requisitioned Resolutions.

The Company has today published a Shareholder circular relating to the Requisition (the "Circular") which contains a notice (the "Notice") of the requisitioned general meeting of the Company that will be held at the offices of Dickson Minto LLP, Dashwood House, 69 Old Broad Street, London EC2M 1QS on 5 August 2024 at 10.00 a.m. (the "Requisitioned General Meeting").

At the Requisitioned General Meeting, Shareholders will be asked to consider the following Requisitioned Resolutions:

ordinary resolutions to:‍
-  appoint Rhys Drennan Summerton, André Charles Tonkin and Paul Shackleton as new directors of the Company (the "Proposed Directors");
- remove two of the Company's current and experienced directors, being Hugh Aldous and Robert Legget; and
- remove any person appointed as a director of the Company between 17 June 2024 (being the date on which the Requisition was received) and immediately prior to the Requisitioned General Meeting; and

a special resolution (the "Special Requisitioned Resolution") that directs that:  
-  the current Board do not declare any dividend, return of capital or other distribution on or prior to the Requisitioned General Meeting; and
-  the second special interim dividend of 12 pence per Share declared on 28 May 2024 and any other dividend, return of capital or other distribution declared or announced but not paid or made between the date of the Requisition and immediately prior to the Requisitioned General Meeting be cancelled and of no effect.

Notwithstanding the terms of the Special Requisitioned Resolution, Shareholders should note that it will have no impact upon the Special Dividends declared by the Company on 3 April 2024, 28 May 2024 and 17 June 2024.

Shareholders are urged to vote on all the Requisitioned Resolutions and the Board unanimously recommends that you VOTE AGAINST all the Requisitioned Resolutions.

The Notice and the Circular, which contains the full reasons as to why the Board unanimously recommends Shareholders should VOTE AGAINST all the Requisitioned Resolutions, are being posted to Shareholders today. The Notice and the Circular will also shortly be submitted to the National Storage Mechanism of the Financial Conduct Authority and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A detailed exposition of the reasons as to why the Board unanimously recommends Shareholders should VOTE AGAINST all the Requisitioned Resolutions is set out below. However, by way of a summary:

- The current Board has worked with the Investment Manager in order to return realisation proceeds to Shareholders in accordance with the Managed Wind-Down (which Shareholders overwhelmingly voted for at the First General Meeting on 28 February 2024) and, to this end, following the payment of the Third Special Dividend will have returned to Shareholders a cash amount, of, in aggregate, approximately £27.4 million, which equates to approximately 90.2 per cent. of the Company's NAV as at 28 February 2024. The Board expects to make further returns to Shareholders, and if the Requisitioned Resolutions are passed, such returns may be jeopardised.

- Milkwood's calling of the Requisitioned General Meeting in order to attempt to gain control of the Board is an attempt by Milkwood to acquire the Company's assets on the cheap by avoiding making an offer for the entire Company at a price which appropriately values the Company's remaining assets.

- Were Shareholders to vote in favour of the Requisitioned Resolutions (or not vote against in sufficient numbers), it may result in Shareholders being locked into a continuing vehicle that would be managed by individuals on whom Shareholders will have little-to-no information from a performance perspective, and the relative illiquidity in the Company's Shares may constrain  Shareholders' ability to sell down their position in the Company should they not wish to continue to invest in it under Milkwood's control.

- If the Requisitioned Resolutions were passed, the majority of the Board would be made up of Directors nominated by Milkwood, and the current Board believes this outcome would lead to the resulting Board being unable to effectively exercise independent judgement on behalf of all Shareholders.

For the company's daily NAV updates, please visit London Stock Exchange

Fees

Annual management charge: 1% on market cap

Ongoing charges:

Ongoing charges – The ongoing charges for the year ending 29 February 2024 were 2.00%. These charges represent DSM’s management fee and all other operating expenses excluding any finance costs, expressed as a percentage of the average daily net assets during the year.

Risks

Past performance should not be used as a guide to future performance. The value of shares can go down as well as up - there is no guarantee that you will get back the amount you originally invested.

Please note that this is only a brief overview of the risks associated with investing in the Downing Strategic Micro-Cap Investment Trust. The full details of all the risks can be found here.

How to invest

DSM’s shares are traded on the London Stock Exchange and can be purchased through a stockbroker or other financial intermediary.

You can invest in DSM via a number of fund platforms, please see the options below.

Please note that by clicking on a link, you will be taken to a website operated by a third party. Downing does not sponsor, maintain or have any control over the content of any other website. If you access another site, you do so at your own risk and we accept no liability for any damage or loss.

Management team

DSM is managed by Judith MacKenzie and Nick Hawthorn of Downing Fund Managers, a boutique investment house founded in 2010. Judith and Nick employ a value-based style that favours a private equity approach to investing in public markets.

Downing Strategic Micro-Cap Investment Trust board photo

Insights