Realisation Opportunity
Summary by AI BETAClose X
9 November 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). THE PERSON RESPONSIBLE FOR ARRANGING THE RELEASE OF THIS ANNOUNCEMENT ON BEHALF OF RIVER UK MICRO CAP LIMITED IS ANNE-MARIE LEADBEATER, COMPANY SECRETARY. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF UK MAR.
River UK Micro Cap Limited
Proposals following shareholder consultation: Realisation Opportunity
River UK Micro Cap Limited (the "Company" or "RMMC") announces the following proposals to the Company’s shareholders further to continued consultation with a number of the Company’s institutional shareholders.
The feedback from these consultations indicated that a proportion of those shareholders would prefer to realise their holdings for cash. Following its recent review of the Company’s management arrangements, the Board also wishes to give shareholders the option to remain invested in the Company with Liontrust as the Investment Manager.
The Board intends to provide meaningful liquidity and choice for shareholders whose investment objectives or time horizons may no longer align with those of the Company, while preserving an attractive continuing proposition for shareholders, who wish to remain invested and participate in its long-term potential. The Board therefore will put to shareholders the following proposals (together, the “Proposals”):
Highlights
- The Board is proposing a liquidity opportunity in respect of up to 50 per cent. of the Company’s issued share capital in aggregate (the “Realisation Opportunity”), at a price based on the aggregate cash realised in respect of the Redemption Pool (defined below), less the costs of realising the relevant assets and other associated costs.
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The Realisation Opportunity will be effected through the redemption of the Company’s existing ordinary shares. The Company proposes to notionally divide its assets and liabilities into two pools:
- the redemption pool, which will consist of cash, assets and liabilities attributable to the shares over which valid redemption requests are made (“Redemption Shares” and "Redemption Pool" respectively); and
- the continuing pool, which will contain all the other cash, assets and liabilities of the Company ("Continuing Pool").
- Following this division the assets of the Redemption Pool will be liquidated in an orderly manner with proceeds returned to holders of the Redemption Shares.
- Due to the inherent illiquidity of the Company’s investments, the Company expects redemption proceeds to be returned to participating shareholders periodically with a full realisation and all redemptions expected to occur within approximately six to 12 months.
- The Board considers that the Company needs to retain a minimum size and supportive shareholder register to be viable for continuing shareholders. The Proposals will therefore include the condition, whereby if all demand for the Realisation Opportunity was met (i.e. without the 50 per cent. aggregate cap) and the estimated NAV of the Continuing Pool immediately following the redemption of all elected shares is below £42.5 million in NAV (the “Minimum Size Threshold”), the Realisation Opportunity will terminate and the Board will put forward proposals to shareholders to wind up the Company and for the Company’s entire portfolio to be realised in an orderly manner.
- The Board previously committed, on 4 August 2025, that in the event that the Company has not returned a minimum of £10 million of capital via the redemption mechanism in its articles of association prior to 30 June 2028 (“Redemption Long-Stop Date”), the Board would present proposals to enable a full cash exit for all shareholders. In light of the proposed Realisation Opportunity, the Board will also propose to shareholders that, subject to the Realisation Opportunity being implemented, the Redemption Long-Stop Date will be amended to a rolling three-year cycle from the Effective Date, instead of 30 June 2028, with the £10 million test applying to each three-year period.
- The Board will continue to engage with shareholders on the details of the Proposals. A circular setting out the full terms of the Proposals and a notice of general meeting are expected to be published by the Company in due course. The Proposals will be subject to shareholder approval and other conditions to be set out in that circular.
The Realisation Opportunity
The Board proposes a liquidity opportunity to realise up to 50 per cent. of the Company’s issued share capital in aggregate, at a price based on the aggregate cash realised in respect of the Redemption Pool, less the costs of realising the relevant assets and other associated costs. The maximum number of ordinary shares to be redeemed under the Realisation Opportunity is 15,939,951 ordinary shares, representing 50 per cent. of the issued share capital (excluding shares held in treasury), equivalent to a net asset value of approximately £47 million in NAV as at 6 November 2026 (being the latest practicable date prior to the publication of this announcement).
The Realisation Opportunity will be effected through the redemption of the Company’s existing shares. The Company proposes to notionally divide its assets and liabilities into two pools:
- the Redemption Pool; and
- the Continuing Pool.
Following this division, the Redemption Shares will be redeemed and upon such redemption will be treated as cancelled; former holders of the Redemption Shares will become creditors of the Company.
The assets of the Redemption Pool will be liquidated in an orderly manner, with the objective of protecting value for both exiting and continuing shareholders. The redemption price per Redemption Share will equal the aggregate cash received by the Company upon the realisation of the Redemption Pool, less the costs of realising the relevant assets and other associated costs. The value in cash ultimately received by participating shareholders will depend on the sales proceeds achieved on those assets in the Redemption Pool and on the costs of the Realisation Opportunity, and therefore may be more or less than the NAV per Redemption Share at the Effective Date.
As parts of the Company’s UK micro-cap portfolio are inherently illiquid, redemption proceeds from the Redemption Pool are expected to be returned to participating shareholders periodically with a full realisation and all redemptions expected to occur within approximately six to 12 months. This period is indicative only and will depend on market conditions and on the timing and value at which the relevant assets can be realised.
Minimum Size Threshold
The Proposals include a condition, whereby if all demand for the Realisation Opportunity was met (i.e. without the 50 per cent. aggregate cap) and the estimated NAV of the Continuing Pool immediately following the redemption of all elected shares is below the Minimum Size Threshold, the Realisation Opportunity will terminate and the Board will put forward proposals to shareholders to wind up the Company and for the Company’s entire portfolio to be realised in an orderly manner. Under this circumstance, the Board may consider also offering shareholders a tax-efficient rollover option alongside the wind up of the Company.
For reference, as at 6 November 2026, the Board estimates that applications for over approximately 54.8% of issued share capital (excluding shares held in treasury) would need to be made in the Realisation Opportunity for the Minimum Size Threshold not to be met. This percentage is indicative only and may change with movements in the Company’s NAV before completion.
A stronger, more aligned continuing Company
The Company has delivered strong investment performance, generating a three-year annualised NAV per share return of 19.8 per cent., compared with 11.2 per cent. for the benchmark. Since IPO in December 2014, the Company has also outperformed its benchmark in NAV per share growth in 10 of its 12 financial periods, with FY2019 and FY2022 the only exceptions.
Following the reappointment of Liontrust as Investment Manager, and the reduced management fee of 0.35 per cent. of NAV per annum, the Board believes the new investment team will provide continuity of this established approach, while bringing additional investment expertise and resources to support its continued development.
The Board believes the Realisation Opportunity represents a fair and orderly way of accommodating differing shareholder requirements. At the same time, it is expected to create a more stable shareholder base aligned with the Company’s long-term objectives, reduce uncertainty surrounding the Company’s future and enable the Board and Investment Manager to focus on delivering the investment strategy for the benefit of continuing shareholders.
The Board intends to maintain an active approach to discount management, while retaining appropriate discretion having regard to market conditions, liquidity and the size and continuing viability of the Company.
Redemption Long-Stop Date
The Board previously committed, on 4 August 2025, that in the event that the Company has not returned a minimum of £10 million of capital via the redemption mechanism in its articles of association prior to the Redemption Long-Stop Date, the Board would present proposals to enable a full cash exit for all shareholders. In light of the proposed Realisation Opportunity, which is expected to provide a meaningful opportunity for shareholders seeking liquidity, subject to the 50 per cent. aggregate cap and the terms of the Proposals, the Board will also propose to shareholders that, subject to the Realisation Opportunity being implemented, the Redemption Long-Stop Date will be amended to a rolling three year cycle from the Effective Date, instead of 30 June 2028. Under the amended commitment, the first three-year period will begin on the Effective Date, and each subsequent period will begin on the expiry of the previous one. If the Company has not returned a minimum of £10 million of capital via the redemption mechanism in its articles of association during any such period, the Board will present proposals to enable a full cash exit for all shareholders within six months of the end of that period. Capital returned under the Realisation Opportunity will not count towards the first period.
Next steps
A circular setting out the full terms of the Proposals and a notice of general meeting are expected to be published by the Company in due course. The Proposals will be subject to shareholder approval and other conditions to be set out in that circular.
- ENDS –
LEI: 21380061WNNSD9RGUH84
For further information please contact:
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Liontrust Lucy Draper, Investment Companies
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Lucy.Draper@liontrust.com Tel: +44 7702 799 117
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Share Communications (Press Office) Eleanor Mitchell
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emitchell@sharecomms.co.uk Tel: +44 7947 823 957 |
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Singer Capital Markets James Moat, Alaina Wong (Investment Banking)
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Tel: +44 20 7496 3000 |
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BNP Paribas S.A., Guernsey Branch - Company Secretary
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+44 (0) 1481 750850 |
Additional information
The information and opinions contained in this announcement are provided as at the date of the announcement and are subject to change without notice and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained in this announcement and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Liontrust or any of their respective affiliates or by any of their respective officers, employees or agents to update or revise publicly any of the statements contained in this announcement. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. This announcement has not been approved by any competent regulatory or supervisory authority.
The information in this announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions about the Company and other factors. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur and actual results may differ materially from those expressed or implied by such forward looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
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