Company Announcements

Downing Strategic Micro-Cap Investment Trust plc (the "Company")

LEI Number: 213800QMYPUW4POFFX69

Payment of Third Special Interim Dividend of 17.5p

Following the Company's announcement of a Third Special Interim Dividend on 18 June 2024, the Company can confirm that today a payment of 17.5 pence per share, equivalent to, in aggregate, £8.0 million was made to shareholders on the Company's register of members at close of business on 28 June 2024.

As a result of the payment of the Third Special Interim Dividend, the Company has now returned approximately 90.2 per cent. of the Company's NAV as at 28 February 2024 (being the date on which shareholders approved the managed wind-down of the Company) through special dividends. The Board and Investment Manager expect the remainder of the Company's portfolio to be realisable at least at carrying value.

As at 16 July 2024, the Company had assets of less than £5.2 million. Those remaining investments are largely in well performing companies.

As previously announced, the Board of the Company has received a request to requisition a general meeting of the Company (the "Requisition") from Vidacos Nominees Limited, acting as nominee of Milkwood Capital Limited ("Milkwood"). The Board believes that the resolutions to be proposed at the requisitioned general meeting of the Company (the "Requisitioned Resolutions") seek to facilitate Milkwood taking control of the board of the Company.

The Board considers that Milkwood's decision to lodge the Requisition is wholly self-interested and disruptive when the Board and the Investment Manager are focused on returning cash to shareholders pursuant to the shareholder approved managed wind-down of the Company. 

The Board unanimously recommends that you VOTE AGAINST each of the Requisitioned Resolutions.

Shareholders are reminded, if voting by proxy, that the latest time and date for lodging proxy forms or submitting proxy instructions online in connection with the requisitioned general meeting is 10.00 a.m. on 1 August 2024. The record date and time for the purposes of being entitled to vote at the requisitioned general meeting is 6.00 p.m.  on 1 August 2024, and the meeting will be held on 5 August 2024 at 10.00 a.m.

Hugh Aldous, Chairman of the Company, commented:

"Since shareholders voted overwhelmingly to wind down the Company and the Board embarked on actions to return the cash as expeditiously and efficiently as we can, approximately 90.2% of the Company's NAV as at 28 February 2024 has been returned to investors with further potential distributions in prospect. We thank the manager for its hard work in delivering this excellent result. The proposal by Milkwood jeopardises further potential distributions and risks investors being trapped in an illiquid vehicle controlled by a board under the control of a manager who may not share their interests. Shareholders only have a few days to lodge proxy votes against these proposals and allow us to complete the task that you set us in February.

Meanwhile we continue to assert that if Milkwood wish to take over the company and its management, they should put in an acceptable bid for it, rather than seek to gain control of the Company on the cheap"   

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