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Restructure Proposal

NOTICE TO SHAREHOLDERS

SNINVC plc (formerly Smithson Investment Trust plc) (In Members’ Voluntary Liquidation) (“the Company”)

Following the approval by Shareholders of the special resolutions at the general meeting held on 27 February 2026, the scheme of reconstruction and members’ voluntary winding up of the Company under section 110 of the Insolvency Act (“the Scheme”), as set out in the circular to Shareholders dated 22 January 2025 (“the Circular”), offering Shareholders a cash exit (“the Cash Option”) and/or to roll over their investment to Smithson Equity Fund (“the Fund”) (“the Rollover Option”) became effective and the Company was placed into members’ voluntary liquidation under the provisions of the Insolvency Act 1986. Richard Peter Barker and Derek Neil Hyslop of Ernst & Young LLP, both licenced insolvency practitioners, have been appointed as Joint Liquidators for this purpose. Please click here for the results of the Second General Meeting.

Terms defined in the Circular shall have the same meaning below unless otherwise stated.

In accordance with the Scheme, Shareholders who elected, or were deemed to have elected, for the Rollover Option received 15.22 new shares in the Fund (“Fund Shares”) per Ordinary Share held in the Company. Shareholders who elected for the Cash Option and Non-Qualifying Overseas Shareholders received 1,502.467042 pence per Ordinary Share held in the Company.

Shareholders who elected, or were deemed to have elected for the Rollover Option will be issued Fund Shares on 27 February 2026.

Shareholders who elected for the Cash Option and Non-Qualifying Overseas Investors will have their cash entitlements despatched no later than 10 business days from 27 February 2026 via CREST, cheque or electronic bank transfer (depending on the preference made by each Shareholder prior to 10 February 2026).

Shareholders should refer to Part 4, section 6 of the Circular which sets out a general guide to certain aspects of current UK taxation law and HMRC published practice which may be relevant to receipt of the Initial Distribution. If a Shareholder is in any doubt as to their individual tax position, it is recommended that they seek advice from an independent professional advisor.

Overseas Investors

The Scheme distinguishes Overseas Investors as Qualifying or Non-Qualifying.

Shareholders who have a registered address in, or are resident in, or are citizens or nationals of Jersey, Guernsey, the Isle of Man or the Republic of Ireland (other than US Persons) (“Qualifying Overseas Investors”) were eligible to receive Fund Shares and, therefore, eligible for the Rollover Option. The default for Qualified Overseas Investors was the Rollover Option.

Non-Qualifying Overseas Investors were deemed to have elected for the Cash Option in respect of their entire holding.

Contact Details

For queries in relation to the Rollover Option or Fund Shares, please visit the Fund website (www.fundsmith.co.uk/sef), contact enquiries@fundsmith.co.uk or call 0330 123 1815 (+44 1268 448659 if calling from overseas)

For queries in relation to your shareholding in the Company, please contact the Registrar for the Company, MUFG Corporate Markets (UK) Limited, via shareholderenquiries@cm.mpms.mufg.com

0371 664 0321 (UK)

+44 (0) 371 664 0321 (International).

For any other queries in relation to the Company, please contact the Joint Liquidators at:

The Joint Liquidators 
SNINVC plc (formerly Smithson Investment Trust plc) (In Members’ Voluntary Liquidation) 
c/o EY
1 More London Place London
SE1 2AF
United Kingdom

SNINVC@parthenon.ey.com

 

Circular

The circular issued to shareholders of Smithson Investment Trust in connection with the proposed restructuring sets out the background to the proposals, details of the recommended transaction, and the information required to enable shareholders to make an informed decision. Shareholders are strongly encouraged to read the circular in its entirety.

JEY

Smithson Equity Fund

This section contains key constitutional and disclosure documents relating to Smithson Equity Fund. These documents describe the fund’s structure, investment objectives, risks, and regulatory disclosures. Investors should review these documents carefully before making any investment decision.

Transaction Documents

This section contains key transaction documents relating to the proposed restructuring, including deeds of undertaking, the transfer agreement, and letters of consent. Together, these documents set out the contractual arrangements, commitments, and third-party consents required to implement the transaction. Shareholders and investors are encouraged to review these documents alongside the circular.

Articles of Association

This section includes the current articles of association of Smithson Investment Trust plc, which set out the constitutional framework governing the company.

IMPORTANT INFORMATION

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This section of the website provides information about Smithson Investment Trust plc and does not constitute investment, tax, legal or other advice. The information contained in this section of the website is intended only for residents of any of the United Kingdom, Guernsey, Jersey, or the Isle of Man. The information may not be accessed by persons who are located in the United States , Canada, Australia, Japan, New Zealand, the Republic of South Africa, any EEA Member State or any other jurisdiction where the distribution of such materials would or may breach any applicable law or regulation.

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