AGM Information • Nov 30, 2020
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.
If you have sold or otherwise transferred all of your Shares, please pass this document (but not the accompanying personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker or other agent through whom you made the disposal for onward transmission to the purchaser or transferee.
(Incorporated in England and Wales with registered number 11121934 and registered as an investment company under section 833 of the Companies Act 2006)
This document should be read as a whole. Nevertheless, your attention is drawn to the letter from the Chairman which contains a recommendation from the Board that you vote in favour of the resolution to be proposed at the General Meeting.
Notice of the General Meeting to be held at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD on Monday, 11 January 2021 at 12.00 noon is set out at the end of this document. The Proposal described in this document is conditional upon Shareholder approval of the resolution at the General Meeting. As explained in the letter from the Chairman set out under the heading "General Meeting" on page 5 of this document, as a result of the current restrictions in connection with COVID-19, in particular on public gatherings, Shareholders must not attend the meeting in person. Any person who does attempt to attend the meeting in person will be refused admission. Shareholders are encouraged to vote on the resolution to be considered at the meeting by proxy. To ensure their vote counts, Shareholders are directed to further information and instructions on voting by proxy set out in the letter from the Chairman set out under the headings "General Meeting" and "Action to be Taken" on page 5 to page 6 of this document, the Notice of General Meeting and the Form of Proxy.
Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by hand (during normal business hours only) to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event so as to arrive by no later than 12.00 noon on Thursday, 7 January 2021. Completion and return of a Form of Proxy will not normally preclude Shareholders from attending, speaking and voting at the General Meeting should they choose to do so, however as a result of the current restrictions in connection with COVID-19, in particular on public gatherings, Shareholders must not attend the meeting in person (for further information, please see the letter from the Chairman set out on page 4 to page 6 of this document). Further instructions relating to the Form of Proxy are set out in the Notice of General Meeting and the Form of Proxy.
| Page | |||
|---|---|---|---|
| EXPECTED TIMETABLE | 3 | ||
| PART 1 – LETTER FROM THE CHAIRMAN | 4 | ||
| 1. | Introduction | 4 | |
| 2. | Rationale for the proposed amendment to the investment policy | 4 | |
| 3. | General Meeting | 5 | |
| 4. | Action to be taken | 5 | |
| 5. | Recommendation | 6 | |
| PART 2 – AMENDED INVESTMENT POLICY | 7 | ||
| DEFINITIONS | 9 | ||
| NOTICE OF GENERAL MEETING |
Latest time and date for receipt of Forms of Proxy 12.00 noon on Thursday, 7 January 2021 or transmission of CREST Proxy Instructions for the General Meeting
General Meeting 12.00 noon on Monday, 11 January 2021
The times and dates set out in the expected timetable above and mentioned throughout this document may, in certain circumstances, be adjusted by the Company, in which event details of the new times and dates will be notified, as required, to the Financial Conduct Authority and the London Stock Exchange and, where appropriate, Shareholders and an announcement will be made through a Regulatory Information Service. All references to times in this document are to London time unless otherwise stated.
(Incorporated in England and Wales with registered number 11121934 and registered as an investment company under section 833 of the Companies Act)
Directors:
Jane Tufnell Arabella Cecil Peter Hewitt Richard King
30 November 2020
Dear Shareholder
The Company is a closed-ended investment company that seeks to deliver attractive returns to its Shareholders though a highly selective, engaged investment approach. In order to achieve its investment objective, the Company invests in a concentrated portfolio of well-researched smaller companies, typically too small for inclusion in the FTSE 250 Index.
On 30 November 2020, the Company announced its intention to seek approval from its Shareholders to amend its investment policy to restrict investment in certain sectors or businesses that the Board, as advised by the Portfolio Manager, deems unethical and/or unsustainable (referred to in this document as the Proposal). The proposed amendments to the investment policy are set out in Part 2 of this document, and the rationale for them is set out in section 2 (Rationale for the proposed amendments to the investment policy) below.
The Company has received written approval from the Financial Conduct Authority to make the amendments to the Company's investment policy described above and, accordingly, in accordance with the Listing Rules, Shareholder approval is now being sought for those amendments at the General Meeting to be held on Monday, 11 January 2021 at 12.00 noon at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD. Further details on the General Meeting are set out in section 3 below and the Notice of General Meeting is set out on pages 11 to 13 of this document.
The Board and the Portfolio Manager consider there to be an increasing focus from investors on ethical and sustainable investment and that investors are becoming more conscious of how their capital is invested, wishing to ensure that investee businesses do not have a negative impact on society and the environment. In addition to the increased focus in this area, the Board and the Portfolio Manager also believe that companies with unethical or unsustainable business models and/or activities will underperform in the long-term as capital is allocated away from these industries. Therefore, limiting investment in such industries and companies makes both ethical and financial sense. In that regard, the Board believes it is appropriate to propose changes to the Company's investment policy to restrict investment in certain sectors or businesses that the Board, as advised by the Portfolio Manager, deems unethical and/or unsustainable.
While such investments were unlikely to form a meaningful part of the Company's portfolio, the Board, as advised by the Portfolio Manager, believes that the Proposal will allow investors to feel confident that their capital will not be allocated to unethical and/or unsustainable investments. In addition, the Board believes that reflecting such approach in the Company's investment policy may broaden the appeal of the Company to investors that have a specific focus on ethical and sustainable investing helping to increase the demand for the Company's Shares. Inevitably, if approved by Shareholders, the Proposal would restrict Company from making such investments even if the Portfolio Manager were to identify attractive investment opportunities, however, the Portfolio Manager believes that these additional limitations would not detract from its ability to generate attractive returns for shareholders. In addition, the Board believes the benefits of the Proposal outweigh any additional limitations this places on the Company.
The proposed amendments to the Company's investment policy are set out in Part 2. Additions to the investment policy are indicated with underlining and bold font. The Company's investment objective remains unchanged.
The Proposal requires the approval of Shareholders at the General Meeting. The General Meeting will be held on Monday, 11 January 2021 at 12.00 noon at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD. The Notice of General Meeting is set out on pages 11 to 13 of this document.
As a result of the current restrictions in connection with COVID-19, in particular on public gatherings, the General Meeting will be run as a closed meeting and Shareholders must not attend the General Meeting in person. Any person who does attempt to attend the General Meeting in person will be refused admission.
As Shareholders cannot attend the General Meeting in person, Shareholders are encouraged to vote on the resolution to be considered at the General Meeting by proxy. To vote by proxy, Shareholders should follow the instructions set out in the section headed "Action to be Taken" on pages 5 to 6 inclusive of this document, the section headed "Notes" on pages 11 to 13 inclusive of this document and on the Form of Proxy. In order for their vote to count, Shareholders should appoint the chairman of the meeting as their proxy. This is because of the closed nature of the General Meeting described above, meaning that any other person attempting to attend the General Meeting will be refused admission and will therefore be unable to vote.
The situation relating to COVID-19 is constantly evolving and the UK Government may change current restrictions in connection with COVID-19 and/or implement further measures that affect the holding of shareholder meetings. Any changes to the General Meeting will be communicated to Shareholders through the Company's website at www.oitplc.com and, where appropriate, by announcement through a Regulatory Information Service.
The resolution to be proposed at the General Meeting is an ordinary resolution and, in order to be passed, will require the approval of Shareholders representing more than 50 per cent. of the votes cast at the General Meeting. As Shareholders cannot attend the General Meeting for the reasons set out above, the resolution will be taken on a poll, which the Board feels is the fairest approach in the light of the restrictions on attendance at the General Meeting.
The Articles provide that (subject to certain exceptions) at the General Meeting each Shareholder present in person or by proxy or who (being a corporation) is present by a representative shall on a show of hands have one vote and on a poll shall have one vote for each Share of which he is the holder. The quorum for the General Meeting shall be two persons entitled to attend and to vote on the business to be transacted, each being a Shareholder so entitled or a proxy for a Shareholder so entitled or a duly authorised representative of a corporation which is a Shareholder so entitled. In the event that the General Meeting is adjourned because a quorum is not present by the time specified in the Articles or ceases to be present and the above-mentioned quorum is not present by the time specified in the Articles, at such adjourned General Meeting the quorum shall be one person entitled to attend and to vote on the business to be transacted, being Shareholder so entitled or proxy for a Shareholder so entitled or duly authorised representative of a corporation which is a Shareholder so entitled. Shareholders are reminded that, for the reasons set out above, the General Meeting will be run as a closed meeting and Shareholders must not attend the General Meeting in person and so are encouraged to vote by proxy.
As soon as practicable following the General Meeting, the results of the voting will be announced via a Regulatory Information Service and also placed on the Company's website, www.oitplc.com.
Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting. As Shareholders cannot attend the General Meeting in person, Shareholders are encouraged to vote on the resolution to be considered at the General Meeting by proxy. To vote by proxy, Shareholders should follow the instructions set out in this section headed "Action to be Taken", the section headed "Notes" on pages 11 to 13 inclusive of this document and the Form of Proxy. In order for their vote to count, Shareholders should appoint the chairman of the meeting as their proxy. This is because of the closed nature of the General Meeting described above, meaning that any other person attempting to attend the General Meeting will be refused admission and will therefore be unable to vote.
Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Company's Registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by hand (during normal business hours only) to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event so as to arrive by no later than 12.00 noon on Thursday, 7 January 2021.
If you hold your Shares in uncertificated form (that is, in CREST) you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST participant ID RA19) by no later than 12.00 noon on Thursday, 7 January 2021. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the Form of Proxy and the Notice of General Meeting.
The Board considers that the Proposal is in the best interests of the Shareholders taken as a whole and accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolution to be proposed at the General Meeting.
The Board intends to vote in favour of the resolution to be proposed at the General Meeting in respect of their holdings of Shares amounting to 851,616 Shares in aggregate (representing approximately 0.97 per cent. of the issued share capital of the Company as at 30 November 2020).
Yours faithfully
Jane Tufnell Chairman
Odyssean Investment Trust PLC Registered Office: 25 Southampton Buildings, London WC2A 1AL
30 November 2020
The Company primarily invests in smaller company equities quoted on markets operated by the London Stock Exchange, where the Portfolio Manager believes the securities are trading below intrinsic value and where this value can be increased through strategic, operational, management and/or financial initiatives. Where the Company owns an influencing stake, it will engage with other stakeholders to help improve value. The Company may, at times, invest in securities quoted on other recognised exchanges and/or unquoted securities.
It is expected that the majority of the Portfolio by value will be invested in companies too small to be considered for inclusion in the FTSE 250 Index, although there are no specific restrictions on the market capitalisation of issuers into which the Company may invest.
The portfolio will typically consist of up to 25 holdings, with the top 10 holdings accounting the majority of the Company's aggregate Net Asset Value across a range of industries. The Company will adhere to an exclusion-based investment approach to avoid investment in companies involved in activities the Company deems unethical and/or unsustainable.
The Company may hold cash in the Portfolio from time to time to maintain investment flexibility. There is no limit on the amount of cash which may be held by the Company from time to time.
The Company will not invest1 in companies which derive any revenue from, or are engaged in:
The Company will not invest more than 10 per cent., in aggregate, of Gross Assets at the time of investment in companies involved in distributing, licensing, retailing or supplying tobacco and/or alcohol beverage products.
1 The Company will base its analysis of an investee company's revenues and activities based on publicly available information, and will exclude revenues and activities that are considered to be de-minimis, being those that represent less than 1 per cent. of the investee company's revenue.
2 Controversial weapons are those that have an indiscriminate and disproportional humanitarian impact on civilian populations, the effects of which can be felt long after military conflicts have ended.
The Company does not intend to incur borrowings for investment purposes, although the Company may, from time to time, utilise borrowings over the short term for working capital purposes up to 10 per cent. of Net Asset Value at the time of borrowing.
The Company will not use derivatives for investment purposes. It is expected that the Company's assets will be predominantly denominated in Sterling and, as such, the Company does not intend to engage in hedging arrangements, however, the Company may do so if the Board deems it appropriate for efficient portfolio management purposes.
The Company will not be required to dispose of any asset or to rebalance the Portfolio as a result of a change in the respective valuations of its assets.
The Company intends to conduct its affairs so as to qualify as an investment trust for the purposes of section 1158 of the CTA 2010.
Any material change to the Company's investment policy set out above will require the approval of Shareholders by way of an ordinary resolution at a general meeting and the approval of the Financial Conduct Authority. Non-material changes to the investment policy may be approved by the Board.
In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:
| "Articles" | the articles of association of the Company, as amended from time to time |
|---|---|
| "Board" | the board of directors of the Company or any duly constituted committee thereof |
| "Business Day" | a day on which the London Stock Exchange and banks in London are normally open for business |
| "Companies Act" | the Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force |
| "Company" | Odyssean Investment Trust PLC |
| "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 |
| "CREST Proxy Instruction" | allowing holders of Shares in uncertificated form (that is, in CREST) to appoint a proxy by completing and transmitting a CREST Proxy Instruction |
| "CREST" | the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| "CTA 2010" | Corporation Tax Act 2010 and any statutory modification or re enactment thereof for the time being in force |
| "Directors" | the directors of the Company |
| "Euroclear" | Euroclear UK & Ireland Limited, being the operator of CREST |
| "Financial Conduct Authority" or "FCA" | the UK Financial Conduct Authority |
| "Form of Proxy" | the personalised form of proxy provided with this document for use by Shareholders in connection with the General Meeting |
| "FSMA" | the Financial Services and Markets Act 2000 (as amended) |
| "General Meeting" | the general meeting of the Company to consider the Proposal, convened for 12.00 noon on Monday, 11 January 2021 or any adjournment thereof, notice of which is set out on pages 11 to 13 of this document |
| "Gross Assets" | the aggregate value of the total assets of the Company as determined in accordance with the accounting principles adopted by the Company from time-to-time |
| "Listing Rules" | the listing rules made by the Financial Conduct Authority under section 73A of FSMA |
| "London Stock Exchange" | London Stock Exchange plc |
| "Net Asset Value" | the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time-to-time |
|---|---|
| "Notice of General Meeting" | the notice of the General Meeting as set out on pages 11 to 13 of this document |
| "Portfolio" | the Company's investments from time to time |
| "Portfolio Manager" | Odyssean Capital LLP, the Company's portfolio manager |
| "Proposal" | the proposed amendment to the Company's investment policy as set out in Part 1 of this document |
| "Registrar" | Equiniti Limited |
| "Regulatory Information Service" | a regulatory information service approved by the Financial Conduct Authority and on the list of Regulatory Information Services maintained by the same |
| "Shareholder" | a holder of Shares and "Shareholders" shall be construed accordingly |
| "Shares" | ordinary shares of one penny each in the capital of the Company and "Share" shall be construed accordingly |
| "Sterling" | the lawful currency of the United Kingdom |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland |
(Incorporated in England and Wales with registered number 11121934 and registered as an investment company under section 833 of the Companies Act)
Notice is hereby given that a general meeting of Odyssean Investment Trust PLC (the "Company") will be held at the offices of Odyssean Capital LLP, 6 Stratton Street, Mayfair, London W1J 8LD at 12.00 noon on Monday, 11 January 2021 to consider and vote on the resolution below, which will be proposed as an ordinary resolution:
THAT, the Company adopts the proposed changes to its investment policy, as set out in the circular to Shareholders dated 30 November 2020, of which this notice forms part.
By order of the Board
Frostrow Capital LLP
Company Secretary
30 November 2020
Registered office: 25 Southampton Buildings, London WC2A 1AL
Terms defined in the circular to Shareholders dated 30 November 2020, of which this notice forms part shall have the same meaning in these Notes, unless the context otherwise requires.
If you return more than one proxy appointment, either by paper or electronic communication, that validly received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.
As an alternative to posting the Form of Proxy, shareholders can appoint a proxy electronically by e-mailing their completed proxy form to [email protected]. For an electronic proxy appointment to be valid, your appointment must be received by the Registrar no later than 12.00 noon on Thursday, 7 January 2021.
The appointment of a proxy will not normally prevent a member from attending the General Meeting, speaking and voting in person if he/she so wishes, however there are currently restrictions on attendance as set out in section 3 of the Letter from the Chairman contained in the Circular. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every Share of which he/she is the holder. The termination of the authority of a person to act as proxy must be notified to the Company in writing by no later than 12.00 noon on Thursday, 7 January 2021. Amended instructions must be received by the Registrar by the deadline for receipt of proxies. Where you have appointed a proxy using the Form of Proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact the Registrar's helpline on 0371 384 2030 (or +44 (0) 121 415 7047 from outside the UK). Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales).
To appoint more than one proxy, Shareholders will need to complete a separate Form of Proxy in relation to each appointment, stating clearly on each Form of Proxy the number of Shares in relation to which the proxy is appointed. A failure to specify the number of Shares to which each proxy appointment relates or specifying an aggregate number of Shares in excess of those held by the member will result in the proxy appointment being invalid. Please indicate if the proxy instruction is one of multiple instructions being given. If you require additional Forms of Proxy, please contact the Registrar's helpline on 0371 384 2030 (or +44 (0) 121 415 7047 from outside the UK). Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All Forms of Proxy must be signed and should be returned together in the same envelope if possible.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holders (the first named being the most senior).
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 following the procedures described in the CREST manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST manual (available via www.euroclear.com). The message, in order to be valid, must be transmitted so as to be received by the Company's agent (ID RA19) by the latest time for receipt of proxy appointments specified in note 1 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.
In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
To be able to attend and vote at the meeting (subject to the current restrictions on attendance as set out in section 3 of the Letter from the Chairman contained in the Circular), corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the Company of their appointment. Corporate shareholders may also appoint one or more proxies in accordance with note 1.
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