Company Number: 03173591 THE COMPANIES ACT 2006 PUBLIC LIMITED COMPANY MOMENTUM MULTI-ASSET VALUE TRUST PLC SPECIAL RESOLUTIONS (Passed on 15 August 2023)
At the General Meeting of Momentum Multi-Asset Value Trust plc (the "Company"), duly convened and held at 28 Walker Street, Edinburgh EH3 7HR on 15 August 2023 at 10.00 a.m., the following resolutions inter-alia were duly passed:-
SPECIAL RESOLUTIONS
- That: ﮩ
- 1.1 with effect from the date on which the amendment to the Official List of the FCA to reflect the reclassification of the Ordinary Shares (the "Amendment") becomes effective but subject always to paragraph 1.5 of this Resolution, each of the Ordinary Shares of 25p each (the "Ordinary Shares") in issue at the date of the passing of this Resolution shall be reclassified as shares the holder of which has (or is deemed to have) elected to have reclassified as shares with "A" rights or "B" rights as the case may be (the "Reclassified Shares"), in such respective numbers as may be required to give effect to any Election validly made (or deemed to have been made) by the holders of the Ordinary Shares and otherwise in accordance with the terms of the Scheme set out in Part 2 of the circular dated 21 July 2023 to Shareholders of the Company (the "Circular"), a copy of which has been laid before the meeting and signed for the purpose of identification by the Chairman.
- 1.2 for the purposes of this special resolution:
- 1.2.1 be deemed to have elected) to receive ICVC Shares, such Ordinary Shares shall be reclassified as shares with "A" rights; and
- 1.2.2 be deemed to have elected) to receive cash, such Ordinary Shares shall be reclassified as shares with "B" rights;
- 1.3 each of the holders of the shares with the rights set out in paragraph 1.2 above shall have the respective rights set out in the Articles of Association of the Company as amended by this Resolution;
- 1.4 with effect from the date on which the Amendment becomes effective, but subject always to paragraph 1.5 of this Resolution, the Articles of Association of the Company be and are hereby amended by:
"Every reference in these Articles to the Ordinary Shares shall be construed as a reference to the ordinary shares of 25p in the capital of the Company which are designated as shares with "A" rights or "B" rights as set out in Article 5.1.B below. Notwithstanding anything to the contrary in these Articles, each class of ordinary share will have attached to it the respective rights and privileges and be subject to the respective limitations and restrictions set out in Article 5.1.8";
- the insertion of the following as a new Article 5.1.B: 1.4.2
- "(1) Words and expressions defined in the circular to Shareholders of the Company dated 21 July 2023 (the "Circular") shall bear the same meanings in this Article 5.1.B and Article 141A, save where the context otherwise requires.
- Ordinary Shares with "A" rights and "B" rights shall all have the (2) additional identical rights as set out in these Articles, save that in a winding-up of the Company for the purposes of the reconstruction described in the Circular, notwithstanding anything to the contrary in these Articles: 39
(i) the rights of holders of the Ordinary Shares with "A" rights in respect of the assets of the Company shall be satisfied by the issue to the holders thereof of the number of ICVC Shares to which they shall be entitled in accordance with the Scheme together with their entitlement to any Relevant Cash (as defined below);
(ii) the rights of holders of the Ordinary Shares with "B" rights in respect of the assets of the Company shall be satisfied by a distribution to such shareholders of the amount of cash to which they shall be entitled in accordance with the Scheme together with their entitlement to any Relevant Cash (as defined below); and
(iii) any cash arising in the Company after the distribution of the Cash Pool and the transfer of the ICVC Rollover Pool and any surplus remaining in the Liquidation Pool ("Relevant Cash") shall be distributed in accordance with the Scheme."
- 1.4.3 such further amendments to the Articles of Association of the Company as may be required to give effect to this Resolution; and
- 1.5 if the Scheme does not become unconditional by the end of the Second GM, the amendments to the Articles of Association of the Company effected by paragraph 1.4 of this Resolution shall be further amended such that the insertion of Articles 5.1.A and 5.1.B shall cease to have effect as from the close of that meeting (or any adjourned meeting), the reclassification of Ordinary Shares provided for by this Resolution shall be reversed and each Reclassified Share shall revert to being an Ordinary Share ranking pari passu in all respects.
- That: 2.
subject to: (i) the passing of resolution 1 above at this meeting (or at any adjournment hereof) and it becoming unconditional; (ii) the Scheme becoming unconditional in accordance with its terms; and (iii) the passing at a general meeting of the Company convened for 23 August 2023 (or any adjournment thereof) of a resolution for the voluntary winding-up of the Company and the appointment of Liquidators:
- 2.1 the Scheme set out in Part 2 of the circular to Shareholders of the Company dated 21 July 2023 (the "Circular"), a copy of which has been laid before this meeting and signed for the purpose of identification by the Chairman of the meeting, be and is hereby approved and the liquidators of the Company when appointed (jointly and severally the "Liquidators") be and hereby are authorised to implement the Scheme and to execute any document and do anything for the purpose of carrying the Scheme into effect;
- 2.2 the Liquidators, when appointed, will be and hereby are authorised and directed:
- 2.2.1 amended and as provided in resolution 1 above, and pursuant to Section 110 of the Insolvency Act 1986, to enter into and give effect to the Transfer Agreement referred to in the Circular with the ICVC, and in the form of the draft laid before the meeting and signed for the purposes of identification by the Chairman with such amendments as the parties thereto may from time to time agree;
- 2.2.2 of Ordinary Shares with "A" rights to which such holders of Ordinary Shares are entitled in accordance with the Scheme by way of satisfaction and discharge of their respective interests in as much of the property and assets of the Company as will be so transferred to the ICVC (for the benefit of the ICVC Sub-Fund) in accordance with the Scheme;
- 2.2.3 distribution among the holders of Ordinary Shares with "B" rights of the amounts of cash to which such holders of Ordinary Shares are entitled in accordance with the Scheme by way of satisfaction and discharge of their respective interests in as much of the property and assets of the Company as shall comprise the Cash Pool;
- 2.2.4 to raise the money to purchase the interest of any member who validly dissents from this resolution under Section 111(2) of the Insolvency Act 1986 from the Liquidation Pool (as defined in the Scheme); and
- 2.2.5 the Company to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market for listed securities to be cancelled with effect from such date as the Liquidators may determine;
- 2.3 The Articles of Association of the Company be and are hereby amended by inserting the following as a new Article 141A:
"141A WINDING UP IN CONNECTION WITH THE SCHEME
Notwithstanding the provisions of these Articles, upon the winding-up of the Company in connection with the Scheme, the Liquidators of the Company will give effect to the Scheme and will enter into and give effect to the transfer agreement with the ICVC (as duly amended where relevant), drafts of which were tabled at the general meeting of the Company convened for 15 August 2023 by the notice attached to the Circular, in accordance with the provisions of this Article and Articles 5.1.A and 5.1.B, and the holders of Ordinary Shares will be entitled to receive ICVC Shares and/or cash on the terms of the Scheme."; and
2.4 the definitions contained in the Circular have the same meanings in this special resolution
For Juniper Partners Limited Company Secretary Momentum Multi-Asset Value Trust plc Date: 15 August 2023