Circular re Members' Voluntary Liquidation
28 February 2025
Menhaden Resource Efficiency plc (‘MHN’ or the ‘Company’)
LEI: 2138004NTCUZTHFWXS17
Publication of Circular in relation to the proposed Members' Voluntary Liquidation and return of capital
Further to the Company’s announcement on 20 December 2024, the Board announces that it has today published a circular to shareholders (the "Circular") to convene a general meeting (the "General Meeting") in connection with its proposal that the Company be placed into members' voluntary liquidation (the "Members' Voluntary Liquidation").
Capitalised terms used in this announcement shall have the same meanings given to them in the Circular unless otherwise defined herein.
The Members' Voluntary Liquidation is conditional on the approval of Shareholders of the special resolution to be proposed at the General Meeting (the "Resolution").
The formal notice convening the General Meeting, to be held at the office of Frostrow Capital LLP at 25 Southampton Buildings, London WC2A 1AL, at 10.00 a.m. on 25 March 2025, is set out at the end of the Circular. The Notice of General Meeting includes the full text of the Resolution.
Shareholders should read the whole of the Circular, in particular the letter from the Chairman, which contains the unanimous recommendation from the Board that Shareholders vote in favour of the Members' Voluntary Liquidation.
Howard Pearce, Chair of Menhaden Resource Efficiency plc, said:
“Shareholders have expressed clear feedback to move forward promptly with the portfolio realisation; we appreciate their constructive input. The Circular published today reflects their wish for a timely and cost-effective full cash exit. If these proposals are approved on 25th March, we expect that the listed portfolio will be realised shortly after the appointment of liquidators, with an initial distribution expected during the week commencing 26 May 2025.
Led by the portfolio manager, Menhaden Capital Management, and the company’s brokers, Deutsche Numis, good progress has been made in discussions with potential buyers of the unquoted investments, including with the investments’ General Partners. Given their expertise and knowledge of the portfolio investments, the portfolio manager will if needed be called on by the liquidators to help maximise value for shareholders. Net proceeds from the unquoted sales will be returned to shareholders as soon as possible.”
Ben Goldsmith, CEO of the portfolio manager, Menhaden Capital Management, added:
“We fully support the board putting forward this realisation plan for shareholders’ approval. It aims to provide our investors with a full cash exit, optimising the speed and costs of the process. We will assist the liquidator as required to help expedite the sale of the quoted and unquoted investments. I, and the rest of the MCM team, would like to thank shareholders in advance, for their ongoing support in this process.”
Background and shareholder support
Following careful consideration, and in consultation with the Portfolio Manager, the AIFM, the Company's corporate broker and a range of shareholders, the Board has decided that approval of a Members' Voluntary Liquidation at the General Meeting is in the best interests of the Company and shareholders as a whole. The Board believes that this will achieve optimal, timely and cost-effective realisation of the portfolio. Feedback from shareholders has indicated overwhelming support for the proposal and the Board thanks them for their constructive approach.
The Company has subsequently engaged with a number of large shareholders and received letters of intent to vote, or procure the votes, in favour of the Resolution to be proposed at the General Meeting from a majority of the Company's top Shareholders, including Cavamont Holdings Limited, Generali Deutschland Versicherung and the principals at the Portfolio Manager.
Assuming the Resolution is approved at the General Meeting, the process of voluntary liquidation will commence with the appointment of the Liquidators. It is intended that the Company's listed investments will be sold shortly following the General Meeting. The Portfolio Manager is engaged in ongoing discussions with the General Partners of the unquoted investments that the Company holds, with a view to disposing of such investments as soon as practicable.
| EXPECTED TIMETABLE |
|
|
| 2025
|
| Last day for dealings in the Shares on the London Stock Exchange on a rolling two-day settlement basis
| 19 March(¹) |
| Latest time and date for receipt of hard copy forms of proxy or electronic proxy appointments for the General Meeting
| 10.00 a.m. on 21 March(²) |
| Payment date for the First Interim Dividend | 24 March |
| Payment date for the Second Interim Dividend | 24 March |
| Close of Register and record date for participation in the Members' Voluntary Liquidation
| 6.00 p.m. on 24 March |
| Suspension of Shares from trading on the London Stock Exchange and suspension of listing on the Official List
| 7.30 a.m. on 25 March(³) |
| General Meeting | 10.00 a.m. on 25 March |
|
Publication of the results of the General Meeting |
25 March |
|
Appointment of the Liquidators |
25 March |
|
Initial Distribution to Shareholders |
expected during the week commencing 26 May (⁴) |
|
|
|
Notes:
(¹) After this date, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrars by close of business on 21 March 2025.
(²) Shareholders should be aware that deadlines for voting through platforms may be earlier than the Company's proxy voting deadline. The Association of Investment Companies has published on its website some guidance on how to vote shares in investment companies on major platforms. If you are in any doubt as to how to vote your Shares please contact the relevant platform.
(³) Cancellation of the listing of the Shares on the Official List and cancellation of admission to trading of the Shares on the Main Market will take place as soon as practicable thereafter or on such date as the Liquidators shall determine. An announcement will be made at the relevant time.
(⁴) Actual date to be determined by the Liquidators.
The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
All references to times in this announcement are to London times.
FURTHER INFORMATION
Overview and further background of the proposal
The Company was founded in 2015 on the belief that, with insatiable demand for higher living standards on a finite planet, some companies enabling the cleaner and more efficient delivery of basic societal needs and key infrastructure, such as energy, water, digital services and mass transportation, or mitigating environmental risks like pollution and climate change, will grow earnings faster than the global economy over the long term. The Company was established with an unlimited life, however, the Articles provide that a continuation resolution be put to shareholders as an ordinary resolution at the annual general meeting of the Company every five years, with the next continuation vote due to be put to shareholders at the annual general meeting to be held in July 2025 (the "2025 Continuation Vote").
The strategy has been successful from the perspective of NAV growth. Although the NAV has grown (to 31 January 2025) by 7.3% per annum since inception, and by 9.9% per annum (to 31 January 2025) since the appointment of Luciano Suana as Chief Investment Officer in March 2016, the share price growth has continually lagged NAV growth with the shares trading at a discount of 38.9% on the day prior to the Company's announcement on 16 September 2024 (referred to below). At the release of that announcement, the Company's Share price performance remained below the Company's RPI+3% benchmark over three years and since inception.
For a number of reasons significant share price discounts have persisted across the majority of the UK investment trust sector. The share price discount to the Company’s NAV per Share has been a metric that has concerned the Board and which it monitors extremely closely. The table below at Figure 1 shows the Company's share price discount to NAV since 2015.
Over the past couple of years, the Board has taken action to help mitigate this share price discount. Whilst the Board had not historically favoured share buybacks for such purpose, it recognised that they are accretive to NAV per Share and can help to temper share price volatility, as well as sending a signal to the market about the Board's confidence in the underlying value of the assets in the portfolio. Therefore, during 2023 the Company undertook a modest programme of share buybacks. While this exercise resulted in no discernible effect on the discount at the time, with the discount continuing to widen the Board took the decision in June 2024 to recommence the programme. Alongside this the Board continued its marketing and communication efforts to try to stimulate demand by informing potential investors of the inherent value in the Company’s assets and shares.
Figure 1
| Year | Share price discount to NAV (as at 31 December) (%) |
| 2015 | -8.2 |
| 2016 | -22.2 |
| 2017 | -25.6 |
| 2018 | -26.1 |
| 2019 | -17.9 |
| 2020 | -25.4 |
| 2021 | -28.1 |
| 2022 | -31.4 |
| 2023 | -37.2 |
| 15 September 2024 | -38.9 |
Source: The Company.
Conscious of the challenges facing the listed investment company sector, many of which the Company has also faced, and notwithstanding the Company's good net asset value performance, at its current size the Company’s secondary market liquidity is relatively low and it has been unable to attract sufficient attention and demand from investors, which has also been a factor behind the Company’s shares trading at a material discount to the NAV per Share.
This led to the Board's announcement on 16 September 2024 that the Company, together with its advisers, would carry out a formal review of the options available to the Company in order to address the issues facing the Company ahead of the 2025 Continuation Vote.
While the Board believes that the Company's resource efficiency investment thesis remains compelling, headwinds continue to weigh more widely on appetite for investment trust shares, particularly those with smaller scale and lower liquidity, resulting in wide discounts and the inability to issue new shares and grow trusts.
Following careful consideration, and consultation with the Portfolio Manager, the AIFM, the Company's corporate broker and a range of Shareholders, the Board has decided that approval of a Members' Voluntary Liquidation at the General Meeting is in the best interests of the Company and Shareholders as a whole – achieving realisation of the portfolio for Shareholders while carefully considering the costs and time of the process. The Board would like to thank Shareholders for their constructive feedback provided as part of that process, which has been invaluable in informing the Board's decision-making process.
The Company received a number of proposals from third parties which included alternative investment management arrangements, potential mergers with other investment trusts and discounted cash offers for the unquoted portfolio. However, the Shareholder feedback received by the Board heavily supported a managed realisation of the portfolio and return of capital to Shareholders. As such, and after taking account of the deliverability and immediacy of the options, the Board has decided to propose to Shareholders that the Company is put into Members' Voluntary Liquidation.
The Board considers that the proposed Members' Voluntary Liquidation is in Shareholders' best interests. It will provide clarity in advance of the 2025 Continuation Vote and expedites, so far as practicable, the realisation of Shareholders' investments thereby providing Shareholders with liquidity and the inherent value of the portfolio despite the share price discount.
Portfolio profile and plan for realisation of the Company's investments
As at 31 January 2025 (being the date of the latest monthly factsheet), the Company had net assets of £143.4 million and a market capitalisation of £125.3 million. As at that date, the Company was invested in listed equities totalling c.£108.2 million (representing 75.4% of NAV as at 31 January 2025), unquoted investments totalling c.£29.0 million (representing 20.2% of NAV as at 31 January 2025) and held cash totalling c.£8.1 million (representing 5.6% of the NAV as at 31 January 2025).
A summary of the ten largest holdings in the portfolio as at 31 January 2025 is shown in the table below:
| Name of investment | Listed/ unquoted | Investment Theme | Total (% of gross assets) |
| Alphabet | Listed | Digitalisation | 13.9% |
| Safran | Listed | Industrial Emissions Reduction | 11.7% |
| Airbus | Listed | Infrastructure & Transportation | 11.0% |
| Avantus | Unquoted | Clean Energy | 9.7% |
| Microsoft | Listed | Digitalisation | 8.7% |
| VINCI | Listed | Infrastructure & Transportation | 7.1% |
| Canadian Pacific Kansas City | Listed | Infrastructure & Transportation | 6.1% |
| TCI Real Estate Partners IV | Unquoted | Infrastructure & Transportation | 6.1% |
| Amazon | Listed | Digitalisation | 5.7% |
| Canadian National Railway | Listed | Infrastructure & Transportation | 4.7% |
| Total | 84.7% | ||
The geographical breakdown of the investments comprising the Company's portfolio as at 31 January 2025 is set out in the table below:
| Location | Total (% of gross assets) |
| US | 47.1% |
| Europe | 30.2% |
| Canada | 10.8% |
| Emerging Markets | 3.2% |
| UK | 3.1% |
| Liquidity | 5.6% |
| Total | 100% |
Subject to the terms of the Termination Deed, the Portfolio Manager will assist the Liquidators with the sale of the Company's listed and unquoted investments, given its expertise and knowledge of the Company's portfolio.
It is intended that the Company's listed investments will be sold shortly following the Liquidation Date.
The Portfolio Manager is engaged in ongoing discussions with the General Partners of the unquoted investments that the Company holds (and other parties) with a view to realising the unquoted investments held in the Company's portfolio as soon as practicable.
Further updates on the progress of these realisations will be provided to Shareholders by RNS or, after their appointment, by the Liquidators.
Subject to progress in disposing of the Company's unquoted investments, the need to retain cash for any unfunded contractual commitments in relation to the unquoted investments and the ongoing costs of the liquidation, it is currently expected that the Liquidators will make the Initial Distribution (defined in Members' Voluntary Liquidation paragraph below) during the week commencing 26 May 2025.
Pending the distribution of any realisation proceeds to Shareholders, monies will be held in appropriate currencies in the absolute determination of the Liquidators.
Members' Voluntary Liquidation
Under the proposed Members' Voluntary Liquidation, Shareholders will be able to realise their investment in the Company by way of a voluntary liquidation of the Company. The Members' Voluntary Liquidation is conditional upon Shareholder approval of the Resolution at the General Meeting.
Subject to Shareholder approval at the General Meeting, Derek Hyslop and Richard Barker of Ernst & Young LLP will be appointed as joint liquidators to the Company. Their remuneration shall be determined by the Company, based on an estimate and subject to the actual time spent by the Liquidators dealing with matters related to the Members' Voluntary Liquidation both pre- and post-liquidation. Upon the appointment of the Liquidators, all powers of the Board will cease, the Board will stand down and the Liquidators will be responsible for the affairs of the Company until it is wound up. Following their appointment, the Liquidators will realise the Company's investments in conjunction with the Portfolio Manager, make the cash distributions (via the Company's Registrar) to Shareholders referred to below, discharge the liabilities and satisfy all the creditors of the Company and eventually dissolve the Company. The listing of the Shares on the Official List will be cancelled as soon as practicable or on such later date as the Liquidators determine. An announcement regarding the cancellation will be made at the relevant time.
If the Resolution is passed at the General Meeting, Shareholders will be provided with a full cash exit less costs. It is expected that the Liquidators will make an initial cash distribution to Shareholders, via the Company's Registrar, using the proceeds of the realisation of the Company's listed investments, less the costs of the Members' Voluntary Liquidation, any amounts required to honour unfunded contractual commitments in relation to the unquoted investments and the amount attributable to the Liquidators' Retention Fund (described below) during the week commencing 26 May 2025 (the "Initial Distribution"). Subject to progress, it is possible that the Initial Distribution may also include the realisation proceeds of one or more of the Company's unquoted investments. Thereafter, the Liquidators and the Company will continue to be advised by the Portfolio Manager who will realise the Company's remaining unquoted investments. Any net proceeds from the disposal of the unquoted investments during the liquidation period will be returned to Shareholders in due course. However, there can be no guarantee as to the value and/or timing of distribution(s) that may result from the realisation of the Company's unquoted investments.
The Liquidators will retain sufficient funds in the Members' Voluntary Liquidation to meet the current, future and contingent liabilities of the Company, including the costs and expenses (inclusive of VAT, if applicable) of the liquidation not already paid at the point of liquidation and an additional retention of £100,000 for unknown contingencies (the "Liquidators' Retention Fund").
Once the Liquidators have realised the Company's assets, made the Initial Distribution, satisfied the claims of creditors of the Company, honoured the Company's unfunded contractual commitments and paid the costs and expenses of the liquidation, it is expected that the Liquidators would make a final distribution to Shareholders. This final distribution, if any, would be made solely at the discretion of the Liquidators.
For illustrative purposes only, based on a Net Asset Value of £143.4 million as at 31 January 2025 and assuming that (i) the Company's unquoted investments represent £29.0 million of that Net Asset Value and are unrealised at the time of the Initial Distribution, (ii) the aggregate costs of the Members' Voluntary Liquidation are £0.9 million, (iii) the amount required to honour the Company's unfunded contractual commitments in relation to the unquoted investments is £13.6 million, (iv) the cost of running the Company in liquidation (assumed for 12 months) is £0.1 million; and (v) the amount attributable to the Liquidators' Retention Fund is £0.1 million, Shareholders would receive an Initial Distribution of £1.27 per Share and might expect to receive total distributions of £1.81 per Share in due course once all of the Company's assets have been realised and liabilities have been settled. Shareholders should note that the value of the Company's investments upon realisation cannot be guaranteed and the foregoing figures are based on an assumption that they are realised at their book value as at 31 January 2025. In the event that the market value of the Company's listed investments between 31 January 2025 and their proposed realisation date (being shortly after the Liquidation Date) varies and/or in the event that the Company's unquoted investments are realised at levels below their book value as at 31 January 2025, then the amount of the distributions received by Shareholders will differ to those stated above.
All Shareholders on the Register on the record date (being 6.00 p.m. on 24 March 2025) will be entitled to the distributions from the Liquidators, including the Initial Distribution.
So far as possible, the Liquidators will seek to ensure that the Company's tax status as an investment trust is maintained throughout this process, although this cannot be guaranteed.
If the Members' Voluntary Liquidation is approved, Shareholders will be provided with a full cash exit less costs.
Nothing in the proposals contained in the Circular shall impose any personal liability on the Liquidators or either of them.
Termination of the AIFM and the Portfolio Manager
The Company, the AIFM and the Portfolio Manager have entered into a deed of termination in respect of the AIFM Agreement and the Investment Management Agreement (the "Termination Deed"), which is conditional on the approval of the Resolution at the General Meeting.
Pursuant to the terms of the Termination Deed, the appointment of each of the AIFM and the Portfolio Manager will terminate on 30 April 2025 (the "Termination Date"). Following the Termination Date, the Liquidators may request the assistance of the Portfolio Manager or any of its principals in connection with the realisation of the Company's then-remaining investments. Whether this further assistance will be required will depend on the progress that has been made with the realisation of the Company's unquoted investments immediately prior to the Termination Date.
Pursuant to the terms of the Termination Deed, the AIFM Agreement and the Investment Management Agreement, the Company shall pay to the AIFM and the Portfolio Manager an amount in lieu of notice of termination. The Portfolio Manager is also entitled to receive a Performance Fee up to the Termination Date, calculated in accordance with the existing terms of the Investment Management Agreement.
The Company's other service providers
The Company is taking steps to ensure that the appointments of certain of its other service providers will terminate should the Resolution be passed.
The Company's Registrars, MUFG Corporate Markets, will be retained by the Company during the liquidation period to facilitate communications with and distributions to Shareholders.
Interim Dividends
As announced on 13 February 2025, in accordance with the Company's dividend policy, the Directors have declared an interim dividend of 1.6 pence per Share for the year ended 31 December 2024 (the "First Interim Dividend"). The First Interim Dividend will be paid on 24 March 2025 to Shareholders on the Register as at the close of business on 21 February 2025. The ex-dividend date is 20 February 2025.
In relation to the period from 1 January 2025 to 25 March 2025 (being the proposed date on which the liquidation of the Company commences pursuant to the proposed Members' Voluntary Liquidation), as announced on 13 February 2025, the Directors have resolved that the Company will pay a further interim dividend of 0.5 pence per Share (the "Second Interim Dividend") in order to ensure that the Company meets the distribution requirements to maintain investment trust status during the period to the Liquidation Date. The Second Interim Dividend will be paid on 24 March 2025 to Shareholders who are on the Register as at close of business on 21 February 2025. The ex-dividend date for the Second Interim Dividend is 20 February 2025.
For the avoidance of doubt, the Interim Dividends are not conditional on the Resolution being passed.
Suspension and cancellation of listing and trading of the Shares
The Register will be closed at 6.00 p.m. on 24 March 2025. Application will be made to the FCA for the suspension of the listing of the Shares on the Official List and application will be made to the London Stock Exchange for suspension of trading in the Shares at 7.30 a.m. on 25 March 2025.
The last day for dealings in the Shares on the London Stock Exchange on a normal rolling two-day settlement basis will be 19 March 2025. After that date, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrars by close of business on 21 March 2025. Transfers received after that time will be returned to the person lodging them and, if the Resolution is passed, the original holder will receive any proceeds from distributions made by the Liquidators.
If the Resolution is passed, the Company will make an application for the cancellation of the admission of the Shares to listing on the Official List and to trading on the Main Market following the General Meeting, with the cancellation to take effect on such date as the Liquidators shall determine. An announcement regarding the cancellation will be made at the relevant time.
After the liquidation of the Company and the making of the final distribution to Shareholders (if any), existing certificates in respect of the Shares will cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant.
Costs and expenses of the Members' Voluntary Liquidation
The costs and expenses of the proposals will be borne by the Company and are expected to be approximately £0.9 million (including VAT) in aggregate.
Benefits of the Members' Voluntary Liquidation
The Board believes that, having taken into account the views of Shareholders, the Members' Voluntary Liquidation is in the best interests of the Company and its Shareholders as a whole and should yield two principal benefits:
- The future direction and strategy of the Company is determined as soon as practicable and in advance of the 2025 Continuation Vote, providing Shareholders with liquidity that would not otherwise be available to them and bringing forward the timeline for the receipt of realisation proceeds.
- The proposals also have the effect of unlocking previously unrealised financial value at a level that better reflects the Company's underlying NAV compared to the share price.
Risk Factors relating to the Members' Voluntary Liquidation
The risks referred to below are the material risks known to the Directors at the date of the Circular which the Board believes Shareholders should consider prior to deciding how to cast their votes on the Resolution. Only those risks which are material and currently known to the Board have been disclosed below. It is possible that additional risks and uncertainties not currently known to the Board, or that the Board currently deems to be immaterial, may also have an adverse effect on the Company.
- Implementation of the Members' Voluntary Liquidation is conditional upon the passing of the Resolution at the General Meeting. In the event that the Resolution is not passed the Members' Voluntary Liquidation will not be implemented. The Board will then have to consider alternative proposals for the future the Company, the implementation of which will likely result in additional costs being incurred by the Company.
- There can be no certainty as to the timing of the realisation of any asset and/or the return of capital to Shareholders. In particular, the Company's unquoted investments may take longer to realise than anticipated, and when compared to the realisation timeline for the Company's listed investments, and it may take longer for Shareholders to receive back their capital. The realisation of such assets and/or the value at which such assets are realised may also be affected by political, social, environmental, economic or market events that are outside the Company's control.
- There can be no assurance as to the value that will be realised from the realisation of the Company's assets. Sales commissions, liquidation costs, taxes and other costs associated with the realisation of the Company’s assets together with the usual operating costs of the Company will reduce the cash available for distribution to Shareholders.
- There may be other matters or factors which affect the availability, amount or timing of receipt of the proceeds of realisation of some or all of the Company’s investments. In determining the size of any distributions to be made to Shareholders, the Liquidators will take into account the Company’s ongoing running costs, further funding required to protect the Company’s remaining investments and the costs of the liquidation of the Company. However, should these costs be greater than expected or should cash receipts for the realisations of investments be less than expected, this will reduce the amount available for Shareholders in future distributions.
- The Company reports in Sterling and intends to pay any return of capital to Shareholders in Sterling. The realisation proceeds from the Company's investments may be denominated in currencies other than Sterling, including US Dollars. Pending the distribution of any realisation proceeds to Shareholders, monies will be held in appropriate currencies in the absolute determination of the Liquidators. Realisation proceeds received that are denominated in non-Sterling currencies will be converted into Sterling prior to their distribution to Shareholders. The Sterling amount will depend upon exchange rates between the relevant currencies of cash received and Sterling at the relevant time, which may fluctuate.
If Shareholders are in any doubt as to the contents of this announcement or the Circular or as to what action to take, they should seek immediately their own personal financial advice from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA or, if in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.
Action to be taken in respect of the General Meeting
All Shareholders are encouraged to vote on the Resolution to be proposed at the General Meeting and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf.
Whether or not you intend to attend the General Meeting, you should complete and return your proxy appointments so as to arrive not later than 10.00 a.m. on 21 March 2025.
Shareholders can appoint a proxy using one of the following methods:
(i) logging onto www.signalshares.com and following instructions;
(ii) in the case of CREST members, by utilising the CREST electronic proxy appointment service by using the procedures described in the CREST manual. The CREST manual can be viewed at www.euroclear.com;
(iii) requesting a hard copy Form of Proxy directly from the Company's Registrar, MUFG Corporate Markets via telephone on: +44 (0) 371 664 0300 or by emailing shareholderenquiries@cm.mpms.mufg.com; or
(iv) institutional investors may be able to appoint a proxy electronically using the Proxymity platform, a process which has been agreed by the Company and approved by MUFG Corporate Markets. Please visit www.proxymity.io for further details.
To be valid any hard copy Form of Proxy must be completed, signed and received at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL no later than 10.00 a.m. on 21 March 2025.
Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received no later than 10.00 a.m. on 21 March 2025.
Please note that deadlines for voting through platforms may be earlier than the deadlines stated in this Circular. The Association of Investment Companies has published on its website some guidance on how to vote shares in investment companies on major platforms. If you are in any doubt as to how to vote your Shares please contact the relevant platform.
Appointment of a proxy will not prevent you from attending and voting in person at the General Meeting should you wish to do so. If any Shareholder submits more than one valid proxy appointment, the appointment received last before the latest time for receipt of proxies will take precedence.
Recipients of the Circular who are the beneficial owners of Shares held through a nominee should follow the instructions provided by their nominee or their professional adviser if no instructions have been provided.
Recommendation
The Board considers the Members' Voluntary Liquidation to be in the best interests of the Company and Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote IN FAVOUR of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings, which total 335,111 Shares (representing 0.4% of the Company's total voting rights) as at the Latest Practicable Date.
The Circular is available on the Company's website at https://www.menhaden.com/. The Circular will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Contacts:
| Menhaden Resource Efficiency plc |
|
| Howard Pearce, Chairman | Via KL Communications or Deutsche Numis |
|
|
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| Deutsche Numis – Corporate Broker |
|
| David Benda Matt Goss | +44 (0)20 7260 1000 |
|
|
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| KL Communications – Financial PR | Menhaden@kl-communications.com |
| Charles Gorman Henry Taylor
| +44 (0)20 3882 6644 / +44 (0)7795 977 967 |
| Frostrow Capital – AIFM |
|
| Paul Griggs (Company Secretary)
| +44 (0)20 3709 8733 |
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