Northern Investors Company PLC.

19 JANUARY 2017



Northern Investors Company PLC (the "Company") announces that at the general meeting held on 19 January 2017 both of the special resolutions set out in the notice of meeting were duly passed by shareholders.

In accordance with the Disclosure Rules and Transparency Rules, a copy of the resolutions proposed and passed has been submitted to the National Storage Mechanism and will shortly be available for inspection at and is also available on the NVM Private Equity website at

Details of proxy voting on the resolution put to shareholders at the general meeting are as follows:

Resolution For Discretionary Against Vote withheld
  • THAT the draft articles of association produced to the meeting and signed by the Chairman (the "New Articles of Association") be approved and adopted as the articles of association of the Company in substitution for, and to the exclusion of, all existing articles of association of the Company;
  • THAT the directors be generally and unconditionally authorised:
    • To capitalise a sum or sums from time to time not exceeding £12.67 million in aggregate standing to the credit of the special reserve (which was created through the cancellation of the Company's share premium account), and to apply such sum from time to time in paying up in full up to 25,346,666 redeemable shares of 50 pence each in the capital of the Company carrying the rights and restrictions set out in article 150 of the New Articles of Association (the "B Shares") that may be allotted pursuant to the authority given by sub paragraph (b) (ii) below; and
  • Pursuant to section 551 of the Act, to exercise all powers of the Company to allot and issue credited as fully paid up B Shares up to an aggregate nominal amount of £12.67 million to the holders of the Ordinary Shares on a pro rata basis as determined by the Directors from time to time.
837,830 9,571 0 59,783
  1. THAT, conditional on the passing of Resolution 1 above and subject to the confirmation of the Court, the balance standing to the credit of the capital redemption reserve of the Company following the redemption of 12,483,835 B Shares in January 2017 be cancelled and the amount so cancelled be credited to a special reserve of the Company.
837,310 10,091 0 59,783

In accordance with the Circular and notice of general meeting published on 21 December 2016, Shareholders will therefore receive 5 B Shares for each Ordinary Share held by them on the Return of Capital Record Date by way of a bonus issue, expected to take place on 20 January 2017.  It is also expected that the Ordinary Shares will commence trading ex their entitlement to the B Share Entitlement and the associated B Share Dividend on 20 January 2017.

Shortly after their issue, the B Shares will be redeemed by the Company in accordance with their terms at a price of 50 pence for each B Share.  Shareholders are expected to receive the proceeds of the redemption by 31 January 2017.

Reduction in NAV of Ordinary Shares on a pro-forma basis

Following the bonus issue of the B Shares, the NAV per Ordinary Share will be correspondingly reduced by the amount of the return of capital of 250 pence per Ordinary Share and the costs of the redemption. 

Had the return of capital taken place as at 30 September 2016, the date of the latest reported unaudited NAV, then the pro-forma unaudited NAV per Ordinary Share as at that date, adjusting only for this return of capital but ignoring the associated B Share Dividend and related costs, and without making any adjustment for any other possible change since that date, would have been 478.6 pence per Ordinary Share.  The Board have not carried out a revaluation exercise since the publication on 15 November 2016 of the unaudited NAV as at 30 September 2016.


Nigel Guy/Christopher Mellor, Northern Investors Company PLC - 0191 244 6000

Neither the contents of the NVM Private Equity LLP website nor the contents of any website accessible from hyperlinks on the NVM Private Equity LLP website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Northern Investors Co PLC via Globenewswire