TwentyFour Select Monthly Income Fund - Publication of Circular and Notice of EGM
PR Newswire
London, March 17
17 March 2023
TWENTYFOUR SELECT MONTHLY INCOME FUND LIMITED
(THE "COMPANY")
(a non-cellular company limited by shares incorporated in the Island of Guernsey under the Companies (Guernsey) Law 2008, as amended, with registered number 57985 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission. Legal entity identifier: 549300P9Q5O2B3RDNF78)
PUBLICATION OF CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL MEETING
The Company announces that is has today published a circular to shareholders and notice of extraordinary general meeting of the Company (the "Circular") to be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited Trafalgar Court, Les Banques, St Peter Port, Guernsey on 3 April 2023 at 10.00 a.m.
The Circular will be posted to Shareholders today and a copy of the Circular can be found on the Company's website at https://www.twentyfouram.com/view/GG00BJVDZ946/twentyfour-select-monthly-income-funddocuments.
A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for viewing online at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Terms used in this announcement unless otherwise defined, shall have the same meaning as set out in the Circular.
The expected timetable and text of the Chair's letter, extracted from the Circular, are set out below.
Expected timetable
| Expected timetable of principal events | 2023 |
| Posting of the Circular | 17 March |
| Latest time and date for receipt of Forms of Proxy for the extraordinary general meeting | 10.00 a.m. on 30 March |
| Extraordinary general meeting | 10.00 a.m. on 3 April |
Chair's letter
17 March 2023
Dear Shareholder
Introduction
At the Company's annual general meeting held on 22 July 2022 (the "2022 AGM"), Shareholders granted the Directors authority to issue up to 41,992,703 Shares, being 20% of the Company's issued share capital at that time, and to dis-apply pre-emption rights in relation to such Shares, which would otherwise have required share issuance made pro rata to all Shareholders.
Due to ongoing demand for the Shares in the market, the authority granted at the 2022 AGM has been substantially utilised. As at 15 March, being the latest practicable date prior to the publication of this document, the Company had issued 33,800,000 Shares pursuant to the authorities granted at the 2022 AGM ("the 2022 AGM authority"). Accordingly, the 2022 AGM authority has been substantially utilised with a balance of 8,192,703 Shares remaining to be issued under the existing authority.
The Board is hopeful that there will continue to be strong demand for the Company's Shares and in order to meet such demand for the Shares, the Directors are now seeking approval from Shareholders for additional authorities to be granted in order for the Company to issue further Shares.
Share issuances utilising the 2022 AGM authority to date, have been made at a price per Share of no lower than a 2% premium to the last published Net Asset Value per Share at the time of the relevant issue, which the Company has calculated to be a level of premium which protected the then existing Shareholders from any economic dilution arising from such Share issuances. The Company intends that future Share issuances made pursuant to the authorities granted by the Resolutions, will continue to be made at no less than a 2% premium to the last published Net Asset Value per Share at the time of the relevant issue, in order to continue to protect the then existing Shareholders from any economic dilution arising from such issue.
Renewal of authority to issue Shares on a non-pre-emptive basis
The Shares have continued to trade at a premium to the Net Asset Value per Share since July 2022, evidencing strong ongoing demand for them in the market. As part of the Board's efforts to satisfy this demand and to instil a degree of premium control, the Company has issued 33,800,000 Shares during the period from the 2022 AGM to 15 March 2023 by way of regular tap issuances.
In order to seek to satisfy continuing demand for the Shares, and given the benefits to existing Shareholders described below, the Directors have resolved to convene the EGM on 3 April 2023 to seek additional Shareholder approval to issue further Shares for cash on a non-pre-emptive basis. Aside from the matter of Shareholder authority to dis-apply pre-emption, the Company must also comply with the requisite provisions of the Prospectus Regulation when issuing new Shares, and in particular the rolling requirement that the Company should issue no more than 20% of its issued share capital during any preceding 12 month period without having published a prospectus.
Benefits of the renewal of the authority to issue shares on a non-pre-emptive basis
The Directors believe that any Share issuance pursuant to the authority conferred by the Resolutions should continue to yield the following principal benefits:
· maintenance of the Company's ability to issue Shares to meet ongoing demand in the market, in order to provide effective management of the premium to Net Asset Value per Share at which the Shares may trade, to help to ensure that long-term investors who regularly acquire Shares are not disadvantaged;
· increase in the size of the Company, thereby spreading operating costs (other than management fees which are charged by reference to the Net Asset Value), over a larger capital base which should reduce the Company's ongoing charges ratio; and
· improvement of liquidity in the market for the Shares, enabling easier purchase and sale, and providing Shareholders with flexibility in the management of their own wealth without impacting the investment decisions of the Company.
Extraordinary General Meeting
An Extraordinary General Meeting ("EGM") of the Company will be held at 10.00 a.m. on Monday, 3 April 2023 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL, Channel Islands. Notice of the EGM is set out at the end of this document.
The Directors consider that the Resolutions to be proposed at the EGM are in the best interests of the Company and its Shareholders as a whole. The Directors therefore recommend unanimously to Shareholders that they vote in favour of each of the Resolutions, as the Directors intend to do, in respect of their own beneficial holdings.
Resolution 1 and Resolution 2: Under Resolution 1, the Board is seeking the approval for the authority to issue and allot (or sell from treasury) up to 10% of the issued Shares. Resolution 2 is conditional on Resolution 1 being passed and applies in addition to Resolution 1. Under Resolution 2, the Board is seeking the approval for authority to issue and allot (or sell from treasury) an additional 10% of the issued Shares.
If both Resolution 1 and Resolution 2 are passed, Shareholders will be approving the issuance and allotment of 20% of the issued Shares. The Board recommends Resolutions 1 and 2 with a view to broadening the Shareholder base in a cost effective manner which will also help reduce the ongoing charges ratio. Broadening the register is one of the Company's key objectives and therefore the Board believes that it is important that the Company has the ability to issue new Shares to investors in order to satisfy demand.
If Resolution 1 is passed but Resolution 2 is not passed Shareholders will be approving the issuance and allotment of only 10% of the issued Shares.
Extraordinary Resolutions
Resolution 3: Resolution 3 dis-applies the pre-emption rights contained in the Articles so that the Board has authority to allot and issue (or sell from treasury) Shares for cash on a non-pre-emptive basis in respect of Shares in the Company (equivalent to 10% of the shares in issue as at the latest practicable date prior to the date of publication of this document, excluding shares held in treasury). The disapplication expires on the earlier of the conclusion of the next annual general meeting of the Company and the date falling fifteen months after the date of passing of this Resolution 3, and permits the Board to allot and issue shares (or sell shares from treasury) after expiry of the disapplication if it has agreed to do so beforehand.
Resolution 4: Resolution 4 is conditional on Resolution 3 being passed and applies in addition to Resolution 3. Resolution 4 dis-applies the pre-emption rights contained in the Articles so that the Board has authority to allot and issue (or sell from treasury) Shares for cash on a non-pre-emptive basis equivalent to a further 10% of the Shares in issue as at the latest practicable date prior to the date of publication of this document, excluding shares held in treasury. The disapplication expires on the earlier of the conclusion of the next annual general meeting of the Company and the date falling fifteen months after the date of passing of Resolution 4, and permits the Board to allot and issue shares (or sell shares from treasury) after expiry of the disapplication if it has agreed to do so beforehand.
If both Resolution 3 and Resolution 4 are passed, Shareholders will be approving the disapplication of pre-emption rights in respect of a total of 20% of the Shares in issue. As the issue of shares (or sale from treasury) by the Company on a non-pre-emptive basis will only be made at a premium to the prevailing Net Asset Value, the Board believes that the authority to issue new shares equal to 20% of the existing shares in issue (excluding treasury shares) is appropriate.
If Resolution 3 is passed but Resolution 4 is not passed Shareholders will be approving the disapplication of pre-emption rights in respect of only 10% of the existing Shares in issue.
Meeting
The resolutions seeking authority for the Board to issue and allot further Shares will each be proposed at the EGM as ordinary resolutions and will each require a simple majority in order to be passed.
The resolutions to disapply the rights of pre-emption in respect of the Shares will each be proposed at the EGM as extraordinary resolutions and will each require a majority of not less than 75% of the votes cast in person or by proxy in order to be passed.
All Shareholders are entitled to attend and vote at the EGM.
All persons holding Shares at 10.00 a.m. on 30 March 2023, or, if the EGM is adjourned, on the register of Shareholders of the Company 48 hours before the time of any adjourned EGM, shall be entitled to attend, speak and vote at the EGM. Voting on the Resolutions will be voted on a poll. In accordance with the Articles, each Shareholder present in person or by proxy shall on a poll be entitled to 1 vote per Share held. In calculating such 48 hour periods, no account shall be taken of any part of a day that is not a Business Day.
As at 15 March 2023, being the latest practicable date prior to the publication of this document there were 243,763,518 Shares in issue (the Company currently holds no Shares in treasury).
Action to be taken
The only action that you need to take is to complete the accompanying Form of Proxy for use at the EGM
Shareholders will find enclosed with this document a Form of Proxy for use at the EGM. Whether or not you intend to attend the EGM, you are requested to complete the enclosed Form of Proxy in accordance with the instructions printed on it and return it to the Company's Registrar, Computershare Investor Services (Guernsey) Limited, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event, by no later than 10.00 a.m. on 30 March 2023. CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service are referred to Note 9 of the notice of the EGM.
The quorum for the EGM is not less than two members present (in person or by proxy).
If a quorum is not present within thirty minutes after the time appointed for the commencement of the meeting, the EGM will be adjourned to 11.00 a.m. on Wednesday, 12 April 2023 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL, Channel Islands when those members who are present in person or by proxy will constitute a quorum.
Completion and return of a Form of Proxy or the giving of a CREST Proxy Instruction will not prevent a Shareholder from subsequently attending and voting in person at the EGM should they wish to do so.
Shareholders are requested to complete and return the Form of Proxy whether or not they wish to attend the EGM.
Recommendation and voting intentions
The Board considers that the passing of the Resolutions, is in the best interests of the Company and its Shareholders as a whole.
The Board accordingly unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at the EGM, as they intend to do in respect of their own beneficial holdings totalling 138,750 Shares (representing in aggregate approximately 0.05% of the Company's voting rights) as at 15 March2023, being the latest practicable date prior to the publication of this document.
Yours sincerely
Claire Whittet
Chair
For further information, please contact:
Numis Securities Limited:
Hugh Jonathan +44 (0)20 7260 1000
George Shiel
TwentyFour Select Monthly Income Fund Limited:
John Magrath +44 (0)20 7015 8900
Alistair Wilson
