Circular re: Investment Policy and Notice of EGM

Manchester & London Investment Trust PLC Recommended proposal for modification of the Company's Investment Policy and General Meeting 25 October 2013 The Board of Manchester & London Investment Trust PLC (the "Company") announces proposed changes to the Company's investment policy, which are subject to Shareholders' approval as required by the Listing Rules. A Circular setting out the Board's Proposal, its effect on The Company and the reasons why the Board unanimously recommends that shareholders vote in favour of its implementation at the General Meeting, has been posted to shareholders today. 1. The Proposal The Company is seeking approval to amend its investment policy by removing the following text referring to trading (including the use of Derivatives) from the `Asset allocation and risk diversification' section of its investment policy: "These investments may be used for hedging positions against movements in, for example, equity markets, currencies and interest rates. In addition, these instruments will only be used for efficient portfolio management purposes. For the avoidance of doubt, the use of such instruments to engage in trading transactions is strictly against the Company's investment policy. Any trading transactions will be carried out through dealing subsidiaries of the Company. The Company would not maintain derivative positions should the total underlying exposure of these positions exceed one times the adjusted total capital and reserves." There are two reasons for the Company seeking to remove this text: 1. Until recent changes in the tax rules, if an investment trust was party to any trading transaction, then not only was any income from the transaction taxable but it could result in the investment trust breaching the condition that at least 70 per cent of its income was derived from shares and securities, with the resultant loss of investment trust status. Following the implementation of HM Treasury's enactment of the Investment Trusts (Approved Company) (Tax) Regulations 2011 (SI 2011/2999) ("the Regulations") as well as the amendment in 2012 of Sections 1158 and 1159 of the Corporation Tax Act 2010, the Company is no longer required to use a trading subsidiary for undertaking trading transactions. 2. Additionally, following the introduction of the European Union's ("EU") Alternative Investment Fund Managers Directive ("AIFMD"), which investment companies within the EU must adhere to by 22 July 2014, the Company will be required to appoint a depositary if its gross assets exceed €100m. It appears increasingly likely that in order to appoint a depositary, the Company will have to appoint a prime broker and fund administrator. From initial discussions with depositaries, it appears that depositaries are most keen to offer their services when bundled with a fund administration service whereby the actual custody of assets is predominantly outsourced via a prime broker. The prime broker offers a platform service which allows the fund to source, execute and settle its chosen market transactions in one location, often as Derivatives. The proposed amended investment policy will permit the Company to invest in derivatives, money market instruments, currency instruments, contracts for differences ("CFDs"), futures, forwards and options for the purposes of (i) holding investments and (ii) hedging positions against movements in, for example, equity markets, currencies and interest rates. Some of the investments above may have the same effect as a geared investment, but the Company does not intend to make any effective change to its gearing policy, which permits Company to incur borrowing up to a sum equal to two times the adjusted total of capital and reserves. 2. New Policy If the Proposal is approved, the Company's investment objective and policy will be as set out below. Investment objective The investment objective of the Company is to achieve capital appreciation together with a reasonable level of income. Investment policy Asset allocation The Company's investment objective is sought to be achieved through a policy of actively investing in a diversified portfolio, comprising UK and overseas equities and fixed interest securities. The Company seeks to invest in companies whose shares are admitted to trading on a regulated market. However, it may invest in a small number of equities and fixed interest securities of companies whose capital is not admitted to trading on a regulated market. Investment in overseas equities is utilised by the Company to increase the risk diversification of the Company's portfolio and to reduce dependence on the UK economy in addressing the growth and income elements of the Company's investment objective. The Company may invest in derivatives, money market instruments, currency instruments, contracts for differences ("CFDs"), futures, forwards and options for the purposes of (i) holding investments and (ii) hedging positions against movements in, for example, equity markets, currencies and interest rates. There are no maximum exposure limits to any one particular classification of equity or fixed interest security. The Company's investments are not limited to any one industry sector and its current investment portfolio is spread across a range of sectors. The Company has no specific criteria regarding market capitalisation or credit ratings in respect of investee companies. Risk diversification The Company intends to maintain a relatively focused portfolio, seeking capital growth by investing in approximately 20 to 40 securities. The Company will not invest more than 15 per cent of the gross assets of the Company at the time of investment in any one security. However, the Company may invest up to 50 per cent of the gross assets of the Company at the time of investment in an investment company subsidiary, subject always to other restrictions set out in this investment policy and the Listing Rules. The Company intends to be fully invested whenever possible. However, during periods in which changes in economic conditions or other factors so warrant, the Investment Manager may reduce the Company's exposure to one or more asset classes and increase the Company's position in cash and/or money market instruments. Gearing The Company may borrow to gear the Company's returns when the Investment Manager believes it is in shareholders' interests to do so. The Company's investment policy and the Articles permit the Company to incur borrowing up to a sum equal to two times the adjusted total of capital and reserves. Any change to the Company's borrowing policy will only be made with the approval of shareholders by special resolution. The effect of gearing may be achieved without borrowing by investing in a range of different types of investments including derivatives. The Company will not enter into any investments which have the effect of increasing the Company's net gearing beyond the above limit. General In addition to the above, the Company will observe the investment restrictions imposed from time to time by the Listing Rules which are applicable to investment companies with shares listed on the Official List of the UKLA under Chapter 15. In accordance with the Listing Rules, the Company will manage and invest its assets in accordance with the Company's investment policy. Any material changes in the principal investment policies and restrictions (as set out above) of the Company will only be made with the approval of shareholders by ordinary resolution. In the event of any breach of the investment restrictions applicable to the Company, shareholders will be informed of the remedial actions to be taken by the Board and the Investment Manager by an announcement issued through a Regulatory Information Service approved by the FCA. 3. General Meeting The Circular contains a notice convening a General Meeting of the Company, which is to be held at St. Anne's Church, St. Anne Street, Manchester, M2 7LF, at 1.00 p.m. on Monday 2 December 2013 to consider a resolution to amend the investment policy of the Company. 4. Publication of the Circular The Circular is available at http://www.manchesterandlondon.co.uk/investorRelations.php A copy of the Circular has been filed at the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM. For further information, please contact: Manchester & London Investment Trust plc Tel: 0161 228 2389 Midas Investment Management Limited Tel: 0161 228 1709
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