Pre-Annual General Meeting Information • Aug 26, 2025
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.
If you have sold or otherwise transferred all of your Ordinary Shares please send this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold any part of your holding of Ordinary Shares, please contact your bank, stockbroker or other agent through whom the sale or transfer was effected immediately.
(Registered in England and Wales with registered number 11102129. An investment company within the meaning of section 833 of the Companies Act 2006)
The proposed amendment to the Existing Articles described in this document and the 2025 Continuation Vote are subject to Shareholder approval. Notice of General Meeting of Company to be held on Tuesday, 16 September 2025 at 10.45 a.m. (or as soon thereafter as the Company's 2025 AGM convened for the same day shall have concluded or been adjourned) is set out at the end of this document.
Shareholders are requested to return the Form of Proxy accompanying this document. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions on it so as to be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by post, as soon as possible and, in any event, by no later than 10.45 a.m. on 12 September 2025. As an alternative to completing and returning a hard copy Form of Proxy, Shareholders can appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy. Shareholders will need their Control Number, Shareholder Reference Number and PIN which are printed on their personalised Form of Proxy and must complete the appointment electronically by no later than 10.45 a.m. on 12 September 2025. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (see further instructions on the Form of Proxy). The lodging of a Form of Proxy (whether in hard copy form or electronically) will not prevent a Shareholder from attending the General Meeting and voting in person if they so wish.
Unless otherwise defined or the context otherwise requires, the definitions used in this document are set out in Part 2 on page 6 of this document.
| Page | |
|---|---|
| Part 1 – Letter from the Chairman | 3 |
| Part 2 – Definitions | 6 |
| Appendix – Full Text of the 7 August Announcement | 7 |
| Notice of General Meeting | 10 |
(Registered in England and Wales with registered number 11102129. An investment company within the meaning of section 833 of the Companies Act 2006)
Mark Bridgeman (Chairman) The Cottage Isabel Liu Ridge Court Eric Stobart The Ridge Nadya Wells Epsom
Directors: Registered Office: Surrey KT18 7EP
15 August 2025
Dear Shareholders
On 7 August 2025 the Board of Utilico Emerging Markets Trust plc announced a comprehensive suite of initiatives to be adopted by the Company which seek to increase demand for its shares and enhance the rating of the Company's shares over time (the "7 August Announcement").
The proposed initiatives are:
The full text of the 7 August Announcement is set out in the Appendix to this document.
As described in the 7 August Announcement, the proposed advancement of the 2026 continuation vote requires an amendment to the Company's Existing Articles which requires Shareholder approval.
This document contains notice of the General Meeting to be held on 16 September 2025 at which Shareholders' approval will be sought for the proposed amendment to the Existing Articles. Subject to the passing of the Amendment Resolution, Shareholders will also be asked at the General Meeting to approve the continuation of the Company as presently constituted.
As explained in the 7 August Announcement, in order to align with the proposed five-yearly performancerelated tender structure, the Board proposes that, subject to Shareholder approval, the continuation vote which is due to take place in 2026 be brought forward to 2025, and that further continuation votes be proposed at the AGM held every five years thereafter.
The Board believes that aligning the five-yearly continuation vote with the five-yearly performance-related tender offer provides the most appropriate basis to manage the portfolio to deliver best performance for Shareholders, whilst also providing an opportunity for Shareholders to tender shares should the Company underperform the Benchmark.
Under the Existing Articles, Article 166 (Continuation Vote) provides as follows:
"At the annual general meeting of the Company to be held in 2021 and at every fifth annual general meeting thereafter, an ordinary resolution will be proposed that the Company should continue as presently constituted. If that resolution is not passed, the Board will formulate proposals to be put to members to wind-up, reorganise or reconstruct the Company."
For the reasons set out above, the Board proposes that the existing Article 166 be deleted in its entirety and replaced with the following new Article 166 (the "New Continuation Vote Article"):
"At a general meeting of the Company to be held in 2025 and at every fifth annual general meeting thereafter, an ordinary resolution will be proposed that the Company should continue as presently constituted. If that resolution is not passed, the Board will formulate proposals to be put to members to wind-up, reorganise or reconstruct the Company."
The proposed amendment to the Existing Articles will require the approval of Shareholders representing at least 75% of the votes cast on the Amendment Resolution at the General Meeting.
If the Amendment Resolution is passed, Shareholders will also be asked at the General Meeting to approve the continuation of the Company as presently constituted. If the 2025 Continuation Vote Resolution is proposed but not passed, in accordance with the New Continuation Vote Article, the Board will formulate proposals to be put to members to wind-up, reorganise or reconstruct the Company.
At the General Meeting, at which all Shareholders may attend, speak and vote, the Amendment Resolution will be proposed to amend the Existing Articles and if the Amendment Resolution is passed, Shareholders will also be asked to approve the 2025 Continuation Vote Resolution.
In order to be passed, the Amendment Resolution which is to be proposed as a special resolution, will require the approval of Shareholders representing at least 75% of the votes cast on the Amendment Resolution at the General Meeting.
If the Amendment Resolution is passed, the 2025 Continuation Vote Resolution will be proposed as an ordinary resolution and will require the approval of Shareholders representing a simple majority of the votes cast on the 2025 Continuation Vote Resolution.
If the Amendment Resolution is not passed, the 2025 Continuation Vote Resolution will be withdrawn and will not be put to Shareholders. In these circumstances, Shareholders will have the opportunity to vote on the continuation of the Company at the 2026 AGM in accordance with the Existing Articles.
If the Amendment Resolution is passed, but the 2025 Continuation Vote Resolution is not approved by Shareholders, in accordance with the New Continuation Vote Article, the Board will formulate proposals to be put to members to wind-up, reorganise or reconstruct the Company.
Notice convening the General Meeting which is to be held at The Royal Society of Chemistry, Burlington House, Piccadilly, London W1J 0BA on Tuesday, 16 September 2025 at 10.45 a.m. (or as soon thereafter following the conclusion or adjournment of the 2025 AGM) is set out at the end of this document.
Shareholders are requested to return the Form of Proxy accompanying this document for use at the General Meeting regardless of whether or not they intend to attend the General Meeting in person.
To be valid, the Form of Proxy must be completed and returned in accordance with the instructions on it so as to be received by the Company's registrars, Computershare Investor Services PLC, Bristol BS99 6ZY by post, as soon as possible and, in any event, by no later than 10.45 a.m. on 12 September 2025. As an alternative to completing and returning a hard copy Form of Proxy, Shareholders can appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy. Shareholders will need their Control Number, Shareholder Reference Number and PIN which are printed on their personalised Form of Proxy and must complete the appointment electronically by no later than 10.45 a.m. on 12 September 2025.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. See further instructions on the Form of Proxy.
The lodging of a Form of Proxy (whether in hard copy form or electronically) will not prevent a Shareholder from attending the General Meeting and voting in person if they so wish.
The Board considers the Resolutions to be proposed at the General Meeting to be in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own personal beneficial holdings.
Yours faithfully,
Chairman
The following definitions apply throughout this document unless the context requires otherwise.
| 2025 AGM | the annual general meeting of UEM to be held at The Royal Society of Chemistry, Burlington House, Piccadilly, London W1J 0BA on Tuesday, 16 September 2025 at 10.30 a.m. |
|---|---|
| 2025 Continuation Vote | subject to the passing of the Amendment Resolution, the proposed vote to be put to Shareholders at the General Meeting that the Company continue as presently constituted |
| 2025 Continuation Vote Resolution the ordinary resolution as set out in the Notice of General Meeting as resolution 2 relating to the 2025 Continuation Vote |
|
| 7 August Announcement | the Company's announcement of shareholder friendly initiatives issued on 7 August 2025, the full text of which is set out in the Appendix to this document |
| AGM | an annual general meeting of the Company |
| Amendment Resolution | the special resolution as set out in the Notice of General Meeting as resolution 1 to amend the Existing Articles as described in Part 1 (Letter from the Chairman) of this document |
| Benchmark | the MSCI Emerging Markets Total Return Index |
| Board | the board of Directors of the Company |
| Company or UEM | Utilico Emerging Markets Trust plc |
| CREST | the computerised settlement system operated by Euroclear, which facilitates the transfer of title to securities in uncertificated form |
| CREST Manual | the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| Disclosure Guidance and Transparency Rules |
the disclosure guidance and transparency rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000, as amended |
| Euroclear | Euroclear UK & International Limited |
| Existing Articles | the Company's articles of association as at the date of this document |
| Form of Proxy | the form of proxy for use by Shareholders in connection with the General Meeting which accompanies this document |
| General Meeting | the general meeting of UEM convened for Tuesday, 16 September 2025 at 10.45 a.m. (or as soon thereafter as the Company's 2025 AGM convened for the same day shall have concluded or been adjourned), notice of which is set out at the end of this document, or any adjournment thereof |
| New Continuation Vote Article | the proposed new Article 166 relating to the Company's continuation vote, the adoption of which is conditional on the passing of the Amendment Resolution |
| Notice of General Meeting | the notice convening the General Meeting set out at the end of this document |
| Ordinary Shares | ordinary shares of 1p each in the capital of the Company |
| Registrar | Computershare Investors Services PLC |
| Resolutions | the Amendment Resolution and the 2025 Continuation Vote Resolution |
| Shareholders | holders of Ordinary Shares |
"7 August 2025
(LEI Number: 2138005TJMCWR2394O39)
Comprehensive suite of key initiatives to enhance value for shareholders, and underpin an attractive vehicle with a differentiated emerging markets strategy delivering long-term performance and total returns
The Board of Utilico Emerging Markets Trust plc ("UEM" or the "Company") is pleased to provide the following update. As set out in the annual report for the year ended 31 March 2025, the Board has been reviewing the effectiveness of the Company's discretionary tender facility, as well as other potential options for more proactive discount management. As a result of that review, the Board announces a comprehensive suite of initiatives to be adopted by UEM which seeks to increase demand for its shares and enhance the rating of the Company's shares over time.
The proposed initiatives are:
Mark Bridgeman, Chairman of UEM, commented: "While UEM's long-term performance has been impressive and the share price discount at which the Company's shares have been trading has narrowed significantly over recent months, UEM's 20th anniversary is an opportune time to review certain features of the Company's structure and distribution policy, to ensure alignment with the current environment and to help drive increased value for shareholders from their investment in UEM.
"The package of measures we are introducing is intended to enhance shareholder value and provide greater transparency, whilst also enabling the Investment Managers and the Board to focus on delivering a strong long-term performance through our differentiated emerging markets strategy. We thank our investors for their continued support of the Company and look forward to continuing our long-term track record of outstanding returns."
Charles Jillings & Jacqueline Broers, Joint Portfolio Managers of UEM added: "For 20 years, UEM has focused on carefully researched, strategically targeted, bottom-up investing in emerging market infrastructure and utilities companies which are well placed to benefit from the global infrastructure megatrends. We continue to remain highly confident of the investment strategy's potential to continue its 20-year track record of long-term outperformance."
Whilst the Company has had the authority, since its initial public offering in 2005, to operate a potential tender facility for up to 12.5% of the issued share capital, having reviewed the appropriateness of the facility in light of the evolution of market practice over the 20-year period, the Board has determined that a new five-yearly performance-related tender structure be adopted. This structure, subject to shareholder approval at the relevant time, would implement an enhanced tender offer for up to 25% of the Company's issued share capital in the event that the Company underperforms the Benchmark over the relevant five-year period (the "Tender Offer").
Over the five years to 31 March 2025, UEM's NAV total return was 67.2%, significantly in excess of the Benchmark which was up by 40.8%. The Board has confidence that NAV returns in excess of the Benchmark will continue. However if, over the five-year period to 31 March 2030, the Company's NAV total return fails to exceed the Benchmark, the Board will put forward proposals to shareholders to implement the tender offer at a price equal to the then prevailing NAV less two per cent and costs associated with the implementation of the tender offer.
Since its inception 20 years ago, UEM has believed in the value of its portfolio and offering, and has bought back its ordinary shares to an aggregate value of £182.9 million. The Board intends to continue using the Company's buyback programme to seek to address the discount to NAV at which the Company's shares may trade from time to time, with the ambition to maintain a single digit discount in normal market conditions and on a sustainable basis. As well as assisting in the management of the rating at which the shares trade, share buybacks are also accretive to NAV per share. In the three financial years ended 31 March 2025 the Company has repurchased 28.2 million shares for £62.2 million.
The Board considers that the current dividend policy provides significant appeal to investors looking for income as well as capital growth. Since inception, the Company has paid a total of £258.6 million in dividends to shareholders.
The Board affirms its objective to increase the total annual dividend, to be paid quarterly by way of interim dividends each year in September, December, March and June. Accordingly, in the absence of unforeseen circumstances, the Board will continue its aim to declare a rising dividend each year, utilising reserves if required. For the financial year ended 31 March 2025, the Company paid an annual dividend of 9.125 pence per share, equating to a distribution of £17.0 million.
UEM is the only emerging markets trust to have increased annual dividends in each of the last ten years.
In order to align with the proposed five-yearly performance-related tender structure, the Board proposes that, subject to shareholder approval, the continuation vote which is due to take place in 2026 be brought forward to 2025, and that further continuation votes be proposed at the AGM held every five years thereafter.
The Board believes that aligning the five-yearly continuation vote with the five-yearly performance-related tender offer provides the most appropriate basis to manage the portfolio to deliver best performance for the Company's shareholders, whilst also providing an opportunity for shareholders to tender shares should the Company underperform the Benchmark.
This proposal, which requires an amendment to the Company's Articles, will be subject to the approval of shareholders by special resolution at a General Meeting ("GM") to be convened around the time of the 2025 AGM.
In alignment with the shareholder-friendly initiatives outlined above, the Board recently decided to further enhance the Company's transparency in accordance with best practice by disclosing all of the Company's portfolio holdings in its report and accounts.
Alongside this, the Board and the Investment Managers have agreed that the Company will not make any new investments which are unlisted (Level 3 investments) except in exceptional circumstances. Whilst the value of these investments represents a small proportion of the total portfolio (2.7% as at 31 March 2025), given UEM's primary focus has been on listed investments, this commitment is made in light of certain market sentiment towards funds containing substantial amounts of unlisted holdings.
UEM recently celebrated its 20th anniversary as a public company, following its admission to trading on the London Stock Exchange on 20 July 2005. Since inception to 31 July 2025, UEM has achieved a NAV total return of 9.1% per annum or 470.6% in aggregate, significantly outperforming the MSCI Emerging Markets Index which was up by 349.7% over that period. UEM's focus on infrastructure and utilities in emerging markets is highly differentiated from the MSCI Emerging Markets Index and is expertly managed by a disciplined, bottom-up approach from the Investment Managers. The defensive nature of UEM's infrastructure and utilities portfolio, supported by global infrastructure megatrends and the Investment Managers' disciplined stock selection, positions UEM to sustain its success over the long term.
The detailed proposals and resolutions relating to the new initiatives outlined above and the notice convening the GM will be set out in a shareholder circular to be published in due course.
This announcement contains information that is inside information for the purposes of the Market Abuse Regulation (EU) No 596/2014 as implemented in the UK. The person responsible for arranging for the release of this announcement on behalf of the Company is ICM Investment Management Limited."
(Registered in England and Wales with registered number 11102129. An investment company within the meaning of section 833 of the Companies Act 2006)
Notice is hereby given that a General Meeting of Utilico Emerging Markets Trust plc will be held at The Royal Society of Chemistry, Burlington House, Piccadilly, London W1J 0BA on Tuesday, 16 September 2025 at 10.45 a.m. (or as soon thereafter following the conclusion or adjournment of the annual general meeting of the Company convened for the same day) for the purpose of considering and, if thought fit, passing the following resolutions (which will be proposed in the case of resolution 1 as a special resolution and in the case of resolution 2 as an ordinary resolution).
In this Notice, any capitalised terms used herein and not defined shall have the same meanings attributed to such terms in the circular of the Company dated 15 August 2025, of which this notice forms part.
At a general meeting of the Company to be held in 2025 and at every fifth annual general meeting thereafter, an ordinary resolution will be proposed that the Company should continue as presently constituted. If that resolution is not passed, the Board will formulate proposals to be put to members to wind-up, reorganise or reconstruct the Company."
* This resolution will not be put to the General Meeting and will be withdrawn if resolution 1 is not passed
15 August 2025
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