IVPG Invesco Select Trust Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, AUSTRALIA, CANADA, THE EUROPEAN ECONOMIC AREA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.

Legal Entity Identifier: 549300JZQ39WJPD7U596

15 February 2024

Invesco Select Trust Plc

Publication of circular

Further to the announcement made by Invesco Select Trust Plc (the Company) on 14 December 2023 the Board of the Company is pleased to announce that it has today published a circular in connection with recommended proposals relating to the restructuring of the Company (the Proposals) including notice of general meeting (the General Meeting) and notices of class meetings for each of the Company's share classes (the Class Meetings), details of which are set out below.

1                     Introduction

The Board has undertaken a review of the Company and its strategy, with the objective of broadening the appeal of the Company as well as improving liquidity and narrowing the discount at which the Company's shares trade. Consequently, the Board is proposing to simplify the Company's corporate structure and to introduce certain features that it believes will appeal to a broad investor base.

The Circular sets out details of the Proposals including:

• the Restructuring, comprising:
  • the redesignation of the UK Equity Share Class, Balanced Risk Share Class and the Managed Liquidity Share Class into the Global Share Class; and
  • amendments to the Articles to, among other things, remove the existing rights attaching to the UK Equity Share Class, Balanced Risk Share Class and the Managed Liquidity Share Class so as to reflect the Restructuring, by way of adoption of the New Articles;
• the Tender Offers; and
• the Ancillary Changes, which are intended to improve the marketability of the Company:
  • the proposed changes to the dividend policy of the Global Share Class;
  • an updated discount management policy; and
  • the introduction of a five yearly continuation vote.

The Shareholder Resolutions to approve the Proposals are conditional. For the Proposals to proceed in full each of the Shareholder Resolutions and the Class Meeting Resolutions must be passed. If the Shareholder Resolutions, the Global Share Class Meeting Resolution and the UK Equity Share Class Meeting Resolution pass, but neither or only one of the Smaller Share Classes Resolutions passes, the Proposals will proceed in part with the UK Equity Share Class and the Smaller Share Class which approve its Class Meeting Resolution being reclassified into the Global Share Class (the Partial Consolidation).

In the circumstances of a Partial Consolidation the UK Equity Share Class Tender Offer and the Tender Offer of the Smaller Share Class which approve its Class Meeting Resolution will each proceed. A Smaller Share Class Tender Offer will not proceed if there is no class consent and that class of Shares will not be reclassified to the Global Share Class. If there are any Smaller Share Classes remaining following the Proposals the Board will consider further the future strategy in respect of such share classes. 

2                     Rationale

The Board has undertaken a significant and comprehensive review to decide on the best outcome for the Company's shareholders for now and into the future. The Board believes that the Global securities universe offers a broad set of investment opportunities for equity investors whilst also providing diversification benefits for UK investors. Additionally, the Board has confidence in its award-winning Global Equity Income fund manager, Stephen Anness, and his team to continue to seek out investment opportunities for the ongoing benefit of Shareholders. The Board believes his approach to be rigorous, differentiated and balanced. The investment objective and investment policy of the Global Share Class will be retained, reflecting the Board's confidence in Stephen's investment process as well as the strength and depth of his team.

The UK market has been an area of interest to investors for many years, however, the UK is only a part of the opportunity that is available from global markets to the Company's shareholders, currently making up less than 4 per cent. of the MSCI World Index (as at the end of January 2024).  Although the UK Equity Share Class portfolio is able to make investments in non-UK listed shares this is a limited to 20%. The Global Share Class has the opportunity to invest internationally to a greater extent, whilst still including UK shares. In addition, the Board note that their belief is a significant proportion of revenues in a UK portfolio are derived internationally. The Board has concluded that this broader investment remit, in combination with Stephen's management, presents the best outcome for the Company's shareholders

In addition, the Company is proposing the Ancillary Changes seeking to enhance the dividend of the Global Share Class, introduce a new discount control policy and the introduction of a five yearly continuation vote.

As compared with any of the Company's current share classes individually, the Board believes the Proposals should increase the appeal to investors and would be expected to have a beneficial impact on liquidity, and potentially on the discount of the enlarged Global Share Class.

3                     Benefits of the Proposals

Your Board believes that the Proposals are in the best interests of the Company and its Shareholders as a whole, and should yield the following principal benefits:

Restructuring

• the Global Share Class offers the broadest set of investment opportunities for equity investments whilst also providing diversification benefits for UK investors;
• global equity income is a strategy that can provide investors with a steady and diversified income, as well as the potential for capital appreciation and lower risk than investing in a single market or region;
• simplification of the Company's capital structure, removing a potential barrier to those looking to invest;
• creation of a single share class with net assets of approximately £179.4 million[1], which should facilitate the critical mass needed to attract additional investors;
• improvement in liquidity; and
• a reasonable expectation of an additional positive impact on the discount to NAV at which the Global Share Class may trade.

Tender Offers

• provides an opportunity for the Smaller Share Classes to realise up to 100 per cent. of their investment at close to NAV; and
• provides an opportunity for UK Equity Share Class shareholders to realise up to 15 per cent. of their investment close to NAV.

Ancillary changes

• the changes to the dividend policy will provide a more predictable level of income for Shareholders;
• the introduction of a new discount control policy will help ensure that the Shares trade closer to NAV; and
• the introduction of the 2026 Continuation Vote, and subsequent continuation votes, allows Shareholders the opportunity to express their views on the Company.

4                     Restructuring

Subject to the relevant approvals, the Board intends to reclassify the UK Equity Shares, the Balanced Risk Shares and the Managed Liquidity Shares (Reclassifying Shares) as Global Shares. The number of resulting Global Shares would be determined as at the Calculation Date using the Calculation Ratio.

As soon as practicable after the Calculation Date, the Calculation Ratio will be determined in respect of each of the UK Equity Share Class and the Smaller Share Classes. In determining the Calculation Ratio, the NAV of each class of Shares will have deducted from it, as far as is reasonably practicable and to the extent not already deducted, the pro rata share of the Transaction Costs and all transaction costs and expenses (including stamp duty) in relation to realigning the portfolios of the UK Equity Share Class and the Smaller Share Classes in accordance with the Global Share Class investment policy, save for any expenses to invest cash received into the Global Share Class as a result of the Reconstruction, which shall fall to the enlarged Global Share Class.

Fractions of Global Shares will not be issued under the Restructuring and Shareholders' entitlements to Global Shares will be rounded down to the nearest whole number. Any assets representing a fraction of a Global Share will be retained by the Company and represent an accretion to its assets for the benefit of all Shareholders.

Trading in the resulting Global Shares is expected to commence at 8.00 a.m. on 22 April 2024.

5                     Tender Offers

The Tender Offers will enable those Eligible Tendering Shareholders (other than Restricted Shareholders and certain Overseas Shareholders) who wish to sell some or all of their Shares to elect to do so, subject to the overall limits of the Tender Offer. Shareholders who successfully tender Shares will receive the relevant Tender Price per Share, being the NAV per Share as at the Record Date for the Tender Offers, less the pro rata share of the Transaction Costs (as defined above), as far as is reasonably practicable and to the extent not already deducted, less a 2 per cent. discount applied to such net amount, less the Tender Costs (as defined below).

There are three Tender Offers being made respectively to the UK Equity Shareholders, the Balanced Risk Shareholders and the Managed Liquidity Shareholders. Under the terms of the Tender Offers, which are being made by Winterflood:

• UK Equity Shareholders will be entitled to tender UK Equity Shares up to their Basic Entitlement, rounded down to the nearest whole Share. UK Equity Shareholders may also tender additional Shares but any such excess tenders above the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that other UK Equity Shareholders tender less than their aggregate Basic Entitlement.
• Balanced Risk Shareholders will be entitled to tender some or all of their shareholding of Balanced Risk Shares.
• Managed Liquidity Shareholders will be entitled to tender some or all of their shareholding of Managed Liquidity Shares.

The incidental costs of the Tender Offers include the costs of any portfolio realisations to satisfy the Tender Offers, stamp duty and the commission payable to Winterflood in respect of the purchase of Shares at the Tender Price by Winterflood pursuant to the Tender Offers (the (Tender Costs)). Tender Costs shall be borne only by those Shareholders whose Shares are validly tendered and accepted in the Tender Offers.

6                     Ancillary Changes

The following proposed changes are intended to improve the marketability of the Company.

6.1                Dividends

New dividend policy

In recognition of the continuing importance of dividends to Shareholders, the Board intends, subject to the Proposals being approved by the Shareholders at the General Meeting, Global Share Class Meeting and UK Equity Share Class Meeting, to amend the current dividend policy of the Global Share Class, which consists of three equal interim dividends and a 'wrap-up' fourth interim dividend. The new policy will pay an annual dividend of at least 4 per cent. calculated on the unaudited year end NAV, paid quarterly in equal amounts. The intention would be that these dividends would be paid from the Company's revenues and, if required, capital reserves. The Board believes that this should provide both an enhanced dividend compared to current levels on the Global Share Class and, once the relevant NAV is known, a smoother, more predictable income to Shareholders.

If the Proposals are approved, the first enhanced dividend is expected to be declared in July 2024 and paid in August 2024.

If there is a Partial Consolidation, the dividend policy for the remaining Smaller Share Class(es) will remain unaltered but the new Global Share Class dividend policy will be adopted.

6.2                Discount control policy

If the Proposals are approved by the Shareholders at the General Meeting, Global Share Class Meeting and UK Equity Share Class Meeting, the Board also intends to introduce a discount control policy, whereby the Company would intend to use ad hoc share buybacks to seek to maintain the discount at less than 10 per cent., in normal market conditions.

If there is a Partial Consolidation, the discount control policy for the Smaller Share Classes will remain unaltered.

6.3                Continuation vote

If the Proposals are approved by the Shareholders at the General Meeting, Global Share Class Meeting and UK Equity Share Class Meeting, the Board intends to put forward a vote at the Company's Annual General Meeting in 2026 for the continuation of the Company (the 2026 Continuation Vote). If the 2026 Continuation Vote is passed the Board will put forward a continuation vote at the Company's annual general meeting in 2031 and, if passed, at each fifth annual general meeting thereafter.

7                     Conditions of the Proposals

Implementation of the Proposals is subject to a number of conditions, including:

• the passing of the resolutions to be proposed at the General Meeting and the Class Meetings, and any conditions of such resolutions being fulfilled. As noted above, if the Shareholder Resolutions, the Global Share Class Meeting Resolution and the UK Equity Share Class Meeting Resolution pass, but not those of either or both of the Smaller Share Classes, the Proposals will proceed in part;
• the Board resolving to proceed with the Proposals;
• satisfaction of any conditions to the Tender Offers set out in paragraph 3 of Part 4 of the Circular; and
• Admission of the resulting Global Shares to listing on the premium listing category of the Official List and to trading on the Main Market of the London Stock Exchange.

If any condition is not satisfied (other than those relating to a Partial Consolidation), the Proposals will not become effective, the Company will not proceed with any of the Proposals and instead will continue in existence with the current Share classes and Articles. In these circumstances, the Directors will reassess the options available to the Company at that time.

8                     Company meetings

As noted above, the Proposals are conditional, amongst other things, upon Shareholders' approval of the resolutions to be proposed at the General Meeting and the Class Meetings. All resolutions will be proposed as special resolution, requiring at least 75 per cent. of the votes cast in respect of it, whether in person or by proxy, to be voted in favour to be passed at the relevant meeting.

Each of the General Meeting and each Class Meeting will be held at the offices of Invesco, 43-45 Portman Square, London W1H 6LY on 27 March 2024 at the following times:

• The General Meeting will be held at 2.30 p.m.;
• The Global Share Class Meeting will be held at 2.45 p.m.;
• The UK Equity Share Class Meeting will be held at 3.00 p.m.;
• The Balanced Risk Share Class Meeting will be held at 3.15 p.m.; and
• The Managed Liquidity Share Class Meeting will be held at 3.30 p.m..

9                     Recommendation

The Board considers the Proposals and the resolutions to be proposed at the General Meetings and the Class Meetings to be in the best interests of the Company and of its Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of all resolutions at the General Meeting and the Class Meetings as the directors intend to in respect of their own holdings of Shares.

In evidence of the Director's support of the Restructuring, none of the Directors intend to participate in the Tender Offers.

Terms used and not defined in this announcement shall have the meanings given to them in the Circular. The circular will shortly be available on the Company website, https://www.invesco.com/uk/en/investment-trusts/invesco-select-trust-plc.html, and will be filed and available for inspection at the National Storage Mechanism, https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information please contact:

Expected timetable

Note: All references to time are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meeting and the Class Meetings) may be extended or brought forward. If any of the above times or dates change, such if any of the meetings need to be adjourned, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.

Notice to U.S. shareholders

The Tender Offers relate to securities in a non-U.S. company registered in England and Wales with a listing on the London Stock Exchange and are subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects.  The Circular has been prepared in accordance with U.K. style and practice for the purpose of complying with the laws of England and Wales and the rules of the London Stock Exchange. U.S. shareholders should read the entire Circular.  Any financial information relating to the Company has been prepared in accordance with IFRS and has not been prepared in accordance with generally accepted accounting principles in the United States; thus it may not be comparable to financial information relating to U.S. companies.  The Tender Offers are being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended, subject to the exemptions provided by Rule 14d-1 thereunder and otherwise in accordance with the requirements of the Listing Rules.  Accordingly, the Tender Offers will be subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures.  U.S. shareholders should note that the Company is not listed on a U.S. securities exchange, subject to the periodic reporting requirements of the Exchange Act or required to, and does not, file any reports with the SEC thereunder.

It may be difficult for U.S. shareholders to enforce certain rights and claims arising in connection with the Tender Offers under U.S. federal securities laws since the Company is located outside the United States and its officers and Directors reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or Directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment.

To the extent permitted by applicable law and in accordance with normal U.K. practice, the Company, Winterflood or any of their affiliates may make certain purchases of, or arrangements to purchase, Shares outside the United States during the period in which the Tender Offers remain open for acceptance, including sales and purchases of Shares effected by Winterflood acting as market maker in the Shares.  These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  In order to be excepted from the requirements of Rule 14e-5 under the U.S. Securities Exchange Act of 1934, as amended, by virtue of relief granted by the SEC Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the listing rules of the Financial Conduct Authority, and the relevant provision of the Exchange Act.  Any information about such purchases will be disclosed as required in the United Kingdom and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at www.londonstockexchange.com.  To the extent that such information is made public in the United Kingdom, this information will also be publicly available to Shareholders in the United States.

The receipt of cash pursuant to the Tender Offers may be a taxable transaction for U.S. federal income tax purposes. Each U.S. Shareholder should consult and seek individual tax advice from an appropriate professional adviser.

Neither the SEC nor any U.S. state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy of the information contained in the Circular. Any representation to the contrary is a criminal offence.