Notice of AGM

Literacy Capital PLC

16 April 2026

 

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa.

16 April 2026

Literacy Capital plc

Publication of Notices of Annual General Meeting and Warrantholder Meeting

Literacy Capital plc ("Literacy", "BOOK" or the "Company"), a listed investment trust primarily focused on investing directly into private businesses based in the UK, today announces the release of a circular containing notices of:

-              its annual general meeting to be held at 10.00 a.m. on 20 May 2026; and

-              a meeting of Warrantholders to be held at 10.15 a.m. on 20 May 2026,

each at 3rd Floor, Charles House, 5-11 Regent Street, St James's, London, SW1Y 4LR (the "Circular").

In addition to the ordinary business of the Annual General Meeting, the Resolutions to be proposed at the Annual General Meeting include a proposal that Shareholders approve an amendment to the terms of the warrant instrument dated 18 June 2021 creating warrants to subscribe for shares in the Company, as amended (the "Warrant Instrument"), being specifically an amendment to the price to be paid by Warrantholders for Ordinary Shares on the exercise of Warrants (the "Warrant Subscription Price"). The proposed changes to the Warrant Instrument also require the approval of Warrantholders acting by special resolution of Warrantholders. The Circular therefore also contains notice of the Warrantholder Meeting at which such approval will be proposed.

Warrant Instrument Deed of Amendment

Set out below are proposals varying the Warrant Subscription Price. The purpose of the proposed variation of the Warrant Instrument is to ensure that team members of the Investment Manager are fairly compensated and incentivised to ensure alignment with Shareholders and enable retention of these individuals.

For existing Warrants, subject to adjustments made by the Company in accordance with the terms of the Warrant Instrument form time to time in relation to changes in the Company's share capital, the Warrant Subscription Price of each Warrant is the higher of:

(i)

the average of the mid-market values of an Ordinary Share trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange for the five business days prior to the date that the relevant Warrants are allotted and issued ("Subscription Price Market Value"); and

(ii)

the prevailing net asset value per Ordinary Share calculated in accordance with the Company's published valuation policy on the date that the relevant Warrants are allotted and issued with such adjustments as may be agreed by the Company and the Investment Manager to reflect material portfolio events following the publication of the prevailing Net Asset Value per Ordinary Share (including, without limitation, any changes that would result to the Net Asset Value as a result of a "Triggering Event" (as defined in the Company's valuation policy)) ("Subscription Price NAV").

The change proposed to the Warrant Subscription Price is to change the Warrant Subscription Price for new Warrants not already in issue from being the "higher of" Subscription Price (each as defined above) to the "average of" Market Value and Subscription Price NAV (each as defined above). The changes would not apply to Warrants which are already in issue, which would retain their existing Warrant Subscription Price subject to any adjustments made in accordance with the terms of the Warrant Instrument.

The change to the Warrant Subscription Price described above, which is conditional on Shareholder and Warrantholder approval as described below, would be implemented pursuant to a conditional deed of amendment to the Warrant Instrument which has been executed by the Company and dated the date of this announcement (the "Warrant Instrument Deed of Amendment").

The Company is not admitted to the Official List and as such the Company is not subject to the Listing Rules. Nevertheless, as a matter of good corporate governance, and as set out in the Company's IPO Prospectus, the Company voluntarily complies with the UK Listing Rules concerning related party transactions as if the Company were subject to the UK Listing Rules. UK Listing Rule 11 (if applicable) would require the Company to seek prior approval of Shareholders before entering into a transaction of this nature with a "related party" within the meaning of the UK Listing Rules.

The members and employees of the Investment Manager are considered to be related parties of the Company for these purposes (given their relationship to the Company and as existing or potential Warrantholders) and therefore the Warrant Instrument Deed of Amendment is conditional on the passing of Resolution 1 at the Annual General Meeting, as well as being conditional on the passing of the Warrantholder Resolution in accordance with the terms of the Warrant Instrument.

Under the terms of the Warrant Instrument, the Company has agreed to issue Warrants to members and employees of the Investment Manager upon request of the Investment Manager. The issue of Warrants from time to time is designed to provide long-term incentivisation for members of the management team and the mechanism for the Investment Manager to request the issue of Warrants is set out in the Warrant Side Letter.

The maximum number of Warrants to be issued will be equal to five per cent of the total issued share capital at the time of the Company's admission to the Specialist Fund Segment of the Main Market of the London Stock Exchange ("Admission") (a refresher of the relevant allotment authority is being sought pursuant to Resolutions 16 and 18 at the Annual General Meeting).

The Warrants are not and will not be admitted to trading and are transferrable only in limited circumstances. The terms of the Warrants state that they can be exercised into Ordinary Shares in a time period between the third and tenth anniversaries of their respective issue dates. The longstop date for exercising all Warrants in issue is the fifteenth anniversary of Admission. The Warrants do not entitle holders to any voting rights in the Company. Warrantholders benefit from certain standard protections ensuring that the rights of the Warrants cannot be changed without the consent of Warrantholders.

Warrants have not been and will not be issued to Paul Pindar or Richard Pindar.

In further voluntary compliance with the UK Listing Rules concerning related party transactions, the Company has received advice from Deutsche Numis, as the Company's corporate broker and financial adviser, that the proposed variations to the Subscription Price brought about by the entry into the Warrant Instrument Deed of Amendment (the "Related Party Transaction") are fair and reasonable so far as the Shareholders of the Company are concerned. In providing its advice, Deutsche Numis has taken into account the Independent Directors' commercial assessment of the Related Party Transaction. The "Independent Directors" for these purposes are Rachel Murphy, Christopher Sellers and Dawn Marriott. Paul Pindar and Richard Pindar are not considered to be Independent Directors for these purposes as they are principals of the Investment Manager.

Any capitalised terms not defined in this announcement shall have the same meaning as in the Circular.

An electronic copy of the Circular can be viewed at www.literacycapital.com/investors/reports-and-results, and will shortly be submitted to the National Storage Mechanism at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

-ENDS-

For further information, please contact:

Literacy Capital plc / Book Asset Management LLP

Richard Pindar / Aasha Tailor

[phone]

MHP Group

Reg Hoare / Ollie Hoare / Matthew Taylor

[e-mail]

[phone]

Deutsche Numis

Hugh Jonathan / George Shiel

[phone]

About Literacy Capital plc

Literacy Capital (BOOK.L) is a closed-end investment company that was co-founded by Paul Pindar and Richard Pindar in 2017 with £54m of capital. Literacy listed on the London Stock Exchange in June 2021, before gaining Investment Trust status on 1 April 2022. The Company focuses on opportunities to invest for the long-term in growing private businesses where a clear route to creating additional value can be seen with its support.

It also has a unique charitable objective, to donate 0.5% of annual NAV to charities focused on improving UK literacy in children. £12.7m has been donated or reserved for donation to charities since the trust's creation in 2017. For more information, please visit our website: www.literacycapital.com.

A copy of this announcement will be available on the Company's website at www.literacycapital.com.

The information contained in this announcement regarding the Company's investments has been provided by the relevant underlying portfolio company and has not been independently verified by the Company. The information contained herein is unaudited.

This announcement is for information purposes only and is not an offer to invest. All investments are subject to risk.  Past performance is no guarantee of future returns.  Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision.  The value of investments may fluctuate.  Results achieved in the past are no guarantee of future results. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

Important Information

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG (trading for these purposes as Deutsche Numis) is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request.

Deutsche Bank AG, acting through its London branch (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis") is acting exclusively for the Company and no one else in connection with the Circular and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to any matters referred to in the Circular. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with the Circular, any statement contained therein or otherwise. For the avoidance of doubt, Deutsche Numis is not acting as sponsor to the Company.

LEI: 2549006P3DFN5HLFGR54

 

END