NOT
FOR
RELEASE,
PUBLICATION
OR
DISTRIBUTION
DIRECTLY
OR
INDIRECTLY
(IN
WHOLE
OR
IN
PART)
IN,
INTO
OR
FROM
ANY
JURISDICITON
WHERE
TO
DO
SO
WOULD
COSTITUTE
A
VIOLATION
OF
THE
RELEVANT
LAWS
OR
REGULATIONS
OF
THE
JURISDICITON.
7
February
2025
SVM
UK Emerging
Fund
plc
(the
"Company")
Publication
of
Circular
Further
to
the
Company's
announcement
of 23
January
2025,
in
which
the
proposals
for
the
recommended
members'
voluntary
liquidation
of
the
Company
were
set
out
(the
"MVL"),
the
Board
is
today
publishing
a
circular
(the
"Circular")
in connection
with
the
MVL,
which
includes
a notice
convening
the
required
general
meeting.
Terms
used
in this
announcement
but not
otherwise
defined
shall
bear
the
same
meaning
as
are
set
out
in the
Circular.
Introduction
The
Board
announced
on
8
November
2024
that
it
was
reviewing
a
range
of options
available
for
the
Company's
future
in
advance
of
the
Company's
Continuation
Vote scheduled
for
September
2025
(the
"Review").
The
Board
has
now
concluded
its
Review
and,
following
careful
consideration
of the
options
available
and
after
consultation
with
its
advisers
and
taking
into
account
feedback
from
investors,
does
not
believe
that
any
of
the
options
for
the
continuation
of
the
Company
provide
a satisfactory
and
cost-effective
outcome
for
Shareholders.
The
Board
has
therefore
concluded
that
it
is
in the
best
interests
of
Shareholders
as a
whole
to
put
forward
proposals
for
the
realisation
of
the
Company's
investments
in order
to
return
cash
to
Shareholders.
Following
discussions
with
its
advisors,
the
Board
has
come
to
the
conclusion
that
the
most
effective
way
to
return
cash
to
Shareholders
is through
a
MVL
of
the
Company.
Accordingly,
the Board
has
reached
the
decision
that
it
is now
appropriate
to put
forward
proposals
to
Shareholders
for
a
MVL
of
the
Company.
The
Circular
provides
Shareholders
with
details
of
the
proposed
MVL
which
requires
the
approval
of
Shareholders.
Accordingly,
the
General
Meeting
to
allow
Shareholders
to
vote
on
the
proposed
MVL
of
the
Company
is being
convened
pursuant
to
the
Notice
of
General
Meeting
set
out
at the
end
of
the
Circular.
The
MVL
The
Board
believes
that
approval
of
the
MVL
at the
General
Meeting
is
in the
best
interests
of
the Company
and
its
Shareholders
as a
whole
and,
accordingly,
recommends
that
Shareholders
vote
in
favour
of
the
Resolution
at the
General
Meeting.
The
General
Meeting
will be
held
at 1
Finsbury
Circus,
London EC2M
7SH,
at
10.00
a.m.
on
4 March
2025.
Further
details
are
included
in the
Notice
of
General
Meeting
set
out
at the
end
of
the Circular.
The
Resolution
that
Shareholders
will be
asked
to
consider
and
vote
on
at
the
General
Meeting
is set
out
in the
Notice
of
General
Meeting
at pages
13
to
15
(inclusive)
of
the
Circular.
Under
the
proposed
MVL,
Shareholders
will be
able
to
realise
their
investment
in the
Company
by
way
of
a
voluntary
liquidation
of the
Company.
The
MVL
is conditional
upon
Shareholder
approval
of
the
Resolution
at the
General
Meeting.
If the
Resolution
is not
passed,
the
Company
shall
continue
in operation
until
other
proposals
for
the
Company's
future
may
be
put
forward.
The
Directors
unanimously
recommend
that
Shareholders
vote
in
favour
of
the
MVL
at the
General
Meeting.
Peter
Dicks
and
Ian
Gray
have
irrevocably
undertaken
to
vote
in
favour
of
the Resolution
in
respect
of
their
entire
beneficial
holdings
of
Shares,
amounting
to
322,500
Shares
in
aggregate,
representing
approximately
5.37
per
cent.
of
the
issued
share
capital
as
at the
Latest
Practicable
Date.
The
Board
has
also
received
irrevocable
undertakings
to
vote
in
favour
of
the
MVL
from
Colin
McLean
and
Barnton
Capital
Holdings
Limited
in
respect
of
2,119,932
Shares,
representing
approximately
35.3
per
cent.
of
the
issued
share
capital
as
at the
Latest
Practicable
Date.
Subject
to
Shareholder
approval,
it
is proposed
that
Ian
Corfield
and
Martyn
Pullin,
both
licensed
insolvency
practitioners
of
FRP
Advisory
Trading
Limited,
be
appointed
as joint
liquidators
of
the
Company
(the
"Liquidators")
The
Liquidators’
remuneration
for
dealing
with
matters
arising
prior
to
and
during
the
liquidation
will
be
charged
on a
fixed
fee
basis
of
£8,000
plus
disbursements
and
VAT
based
on
the
agreed
scope
of
work
detailed
in
the
Liquidators'
Engagement
Letter
(the
"Liquidators'
Fee").
Should
the
liquidation
extend
beyond
12
months
from
the
date
of
the
appointment
of
the
Liquidators,
the
Liquidators’
remuneration
for
matters
arising
for
periods
after
the
initial
12
months
will
be
charged
on a
fixed
fee
basis
of
£3,500
plus
disbursements
and
VAT
to
the
Company's
estate
per
annum
until
the
liquidation
is
closed.
It
should
be
noted
that
it
is
not
expected
that
the
liquidation
will
extend
beyond
12
months
from
the
date
of
the
Liquidators'
appointment.
The
winding-up
of
the
Company
will be
a
solvent
winding-up
in
which
it
is
intended
that
all
creditors
will be
paid
in
full.
The
appointment
of
the
Liquidators
will
become
effective
immediately
upon
the
passing
of
the
Resolution
at
the
General
Meeting.
At
this
point,
the
powers
of
the
Directors
will
cease
(except
so
far
as
the
Company
at a
general
meeting,
or
the
Liquidators,
sanction
the
continuance
of
such
powers),
the
admission
of
the
Shares
to
trading
on the
Main
Market
and
to
listing
on
the
Official
List
will be
cancelled
and
the
Liquidators
will be
responsible
for
the
affairs
of
the
Company
until
it
is
wound
up.
The
Liquidators'
responsibility
shall
include
the
realisation
of
the
remaining
assets
of
the
Company,
the
payment
of
fees,
costs
and
expenses,
the discharging
of
the
liabilities
of
the
Company
and
the
distribution
of
its
surplus
assets
to
Shareholders
in
respect
of
which
the
Liquidators
will be
assisted
by
the
Investment
Manager
and
the
Registrar.
The
majority
of
the
proceeds
of the
realisation
of
the
Portfolio
are
expected
to be
distributed
to Shareholders
on or
before
4
April
2025.
Any
final
distribution
will only
be
distributed
to
Shareholders
after
the
Company’s
outstanding
liabilities
and
the
costs
of
implementing
the
MVL
have
been
met.
For
the
avoidance
of
doubt,
it
is not
anticipated
that
the
Company
will have
any
creditors
other
than
the
fees
and
expenses
incurred
in
association
with
the
MVL.
Cash
held
by the
Company
will be
distributed
to
Shareholders,
as set
out
below,
through
one
or
more
distributions
in
accordance
with
the
provisions
of
the
Articles.
In order
to
facilitate
the
implementation
of
the
MVL,
the
Shares
will be
suspended
from
listing
from
the
Official
List
and
from
trading
on
the
Main
Market
with
effect
from
4
March
2025,
being
the date
of
the
General
Meeting.
As
noted
above,
if the
Resolution
is passed
at the
General
Meeting,
this
will
also
result
in the
Shares
being
cancelled
from
listing
on
the
Official
List.
It
is
expected
that
the
cancellation
of
listing
and
trading
of
the
Shares
will
take
effect
from
5
March
2025.
Expected
Timetable
Latest
time
and
date
for
receipt
of
Forms
of
Proxy
or
electronic
proxy
appointments
for
use
at the
General
Meeting 10.00a.m.
on
28 February 2025
Latest
time
for
delivery
to
Registrars
of
documents
of
title
relating
to
dealings
in Shares
subject
to
cash
settlement 5.00p.m.
on 28 February 2025
Date
from
which
it
is
advised
that
dealings
in Shares
should
only
be
for
cash
settlement
and
immediate
delivery
of
documents
of
title close of business
on 28 February
2025
Close
of
Register
and
Record
Date
for
participation
in
the Members'
Voluntary
Liquidation 6.00
p.m.
on
3
March
2025
Suspension
of
Shares
from
listing
on
the
Official
List
and
from
trading
on
the
Main
Market 7.00
a.m.
on
4
March
2025
General
Meeting10.00
a.m.
on
4
March
2025
Appointment
of
Liquidators 4
March
2025
Cancellation
of
the
admission
to
trading
of
the
Shares
to
listing
on
the
Official
List
and
to
trading
on
the
Main
Market expected
to
be at
8.00
a.m.
on 5
March
2025
First
cash
distribution
to
Shareholders*
expected
to
be
on
or
before
4 April
*
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
the
Circular
are
to
London
(UK)
time.
A
copy of
the
Circular
will be
submitted
to
the
National
Storage
Mechanism
and
will shortly
be
available
for
inspection
at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The
Circular
will
also
be
available
on
the
Company's
website
https://svmonline.co.uk
and
at the
registered
office
of
the
Company
(7
Castle
Street,
Edinburgh,
Midlothian,
EH2
3AH).
For
further
information,
please
contact:
Colin
McLean
SVM
Asset
Management
Limited
0131
226
6699
Legal
Entity
Identifier:
213800KIT8DHOPEWW568
