NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICITON WHERE TO DO SO WOULD COSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THE JURISDICITON.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATON FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

21 July 2023

Momentum Multi-Asset Value Trust plc (the "Company")

Publication of Circular

Further to the Company's announcement of 25 May 2023, in which the proposals for the recommended scheme of reconstruction and voluntary winding-up of the Company were set out (the "Proposals"), the Board is today publishing a circular (the "Circular") in connection with the Proposals, which includes notices convening the required general meetings. Terms used in this announcement but not otherwise defined shall bear the same meanings as are set out in the Circular.

Introduction

Recent market challenges and share buy backs through the operation of the Company's discount control mechanism ("DCM") have seen the Company reduce in size, to net assets of around £40 million (as at the Latest Practicable Date), and its ongoing charges ratio increase. This has put the long-term viability of the Company in question and the Board has decided it is in the best interests of Shareholders as a whole to liquidate the Company and give Shareholders the option to roll their investment into VT Momentum Diversified Income Fund (the "ICVC Sub-Fund"), a sub-fund of VT Momentum Investment Funds II (the "ICVC"), an open-ended vehicle, or to receive a cash exit at close to NAV.

The Board is today putting forward proposals to Shareholders for the winding-up of the Company by way of a scheme of reconstruction pursuant to Section 110 of the Insolvency Act 1986 (the "Scheme"). Under the terms of the Scheme, Shareholders will be offered the opportunity to roll over their investment into the ICVC Sub-Fund, an open-ended fund also managed by Momentum Global Investment Management Limited (the "Investment Manager"), or to receive cash in respect of their investment in the Company, or a combination of both (the "Proposals").

The opportunity to roll over into the ICVC Sub-Fund will provide Shareholders with the ability to maintain a consistent investment approach. The ICVC Sub-Fund is managed by the Investment Manager and has the same valuation-driven philosophy as the Company. The ICVC Sub-Fund has similar investment objectives to the Company and there is a material overlap of portfolio holdings. The ICVC Sub-Fund aims to generate a high level of income with the prospect of maintaining the real value of capital over the long term, by investing in a multi-asset portfolio. It is larger than the Company, with net assets of around £135 million (as at the Latest Practicable Date), and benefits from a lower ongoing charges ratio and a higher yield.

The options

Shareholders may elect, in whole or in part and in accordance with their personal investment requirements, for either or both of the following options:

·      the Rollover Option - rolling over some or all of their investment into ICVC Shares to be issued by the ICVC Sub-Fund; and/or

·      the Cash Option - receiving cash in the liquidation of the Company in respect of some or all of their investment in the Company.

Shareholders (other than Restricted Shareholders) that make no Election (or no valid Election) will be deemed to have elected for ICVC Shares.

The Proposals

Under the Proposals, the Company will be wound up on the Winding-up Date by means of a members' voluntary liquidation pursuant to a scheme of reconstruction under Section 110 of the Insolvency Act 1986 and Shareholders may elect to receive ICVC Shares in the ICVC Sub-Fund (being VT Momentum Diversified Income Fund) and/or cash in respect of all or part of their holding of Ordinary Shares in the Company. Shareholders who elect to roll over their investment into the ICVC Sub-Fund will receive ICVC Shares and, in consideration of such issue, the Company will transfer a portion of its net assets to the ICVC (for the benefit of the ICVC Sub-Fund). In this way, it is envisaged that UK resident Shareholders will be given a tax-efficient rollover of their entitlements.

The ICVC Shares will be issued at the prevailing net asset value per ICVC Share as at 12.00 noon on the Effective Date.

Shareholders who elect for the Cash Option will be sent a cheque (although the Directors reserve the right to send an electronic payment if the amount is in excess of £250,000) in respect of their entitlement if they hold Ordinary Shares in certificated form or receive payment through CREST in respect of their entitlement if they hold Ordinary Shares in uncertificated form.

Shareholders' approval is required to implement parts of the Proposals which will involve the reclassification of the Company's existing Ordinary Shares to give effect to the respective options for which each Shareholder has elected, the voluntary winding-up of the Company and the appointment of the Liquidators.

Benefits of the Proposals

The Directors consider that the Proposals should have the following benefits for Shareholders as a whole as compared to their current position, or under a liquidation:

·      they enable Shareholders to roll over some or all of their investment into the ICVC Sub-Fund, which aims to generate a high level of income with the prospect of maintaining the real value of capital over the long term, by investing in a multi-asset portfolio managed with a focus on value which may include directly invested UK equities with a bias towards mid-cap stocks, and overseas equities, fixed income, specialist assets and managed liquidity held through third party funds;

·      Shareholders electing for the Rollover Option will not suffer the full dealing costs that would be incurred on the realisation of the Company's portfolio in the event of a simple winding-up and reinvesting the cash proceeds; and

·      Shareholders who may be subject to UK capital gains tax or corporation tax on chargeable gains should be able to roll over their investment into the ICVC Sub-Fund and thereby continue to receive investment returns without triggering an immediate liability to UK capital gains tax or corporation tax on chargeable gains.

Shareholders who elect for the Cash Option in respect of some or all of their investment will receive cash in the liquidation of the Company to the extent of their Election for the Cash Option. Shareholders should note that, depending on their particular circumstances, this may trigger a chargeable gains tax liability. Please refer to the paragraph headed "Taxation" in Part 4 of the Circular for further details.

Shareholders who are in any doubt as to the contents of this announcement or the Circular or as to the action to be taken should immediately seek their own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000.

Entitlements of Shareholders under the Scheme

A Shareholder who elects to roll over all or part of their investment into the ICVC Sub-Fund will be entitled to receive such number of ICVC Shares as is produced by dividing the proportion of the value of the ICVC Rollover Pool (less any stamp duty or SDRT payable on the transfer of the ICVC Rollover Pool to the ICVC Sub-Fund) to which he/she/it is entitled by the ICVC Share Subscription Price (further details are set out in Part 2 of the Circular, in particular, in paragraph 7.3 therein). The appropriation of the Company's assets to the ICVC Rollover Pool will occur on the Calculation Date and will be based on the Residual Net Asset Value per Share multiplied by the aggregate number for the Rollover Option. As the appropriation of the Company's assets to the ICVC Rollover Pool will occur on the Calculation Date, the value of Shareholders' entitlements may be adversely affected by movements in the value of the assets contained in the ICVC Rollover Pool between the Calculation Date and the Effective Date.

A Shareholder who elects for the Cash Option will be entitled to receive the net realisation proceeds of such portion of the Cash Pool to which he/she/it is entitled. The appropriation of the Company's assets to the Cash Pool will occur on the Calculation Date and will be based on the Residual Net Asset Value per Share multiplied by the aggregate number of Ordinary Shares in respect of which Shareholders have elected (or are deemed to have elected) for the Cash Option. As the appropriation of the Company's assets to the Cash Pool will occur on the Calculation Date, the value of Shareholders' entitlements may be adversely affected by movements in the value of the assets contained in the Cash Pool between the Calculation Date and the date of payment and cheque despatch in respect of entitlements under the Cash Option (expected to be not later than 10 Business Days from the Effective Date).

The Residual Net Asset Value per Share for these purposes is an amount equal to the Company NAV at the Calculation Date minus the Retention amount and after providing for the liabilities to be discharged out of the Liquidation Pool to the extent not already taken into account as a liability in respect of the Company NAV or the Retention, divided by the number of Ordinary Shares in issue. The number of ICVC Shares to be issued to the Liquidators pursuant to the Scheme (as nominees for the relevant Shareholders) will be calculated by reference to the ICVC Share Subscription Price. Further details regarding the number of ICVC Shares to be issued pursuant to the Scheme are set out in Part 2 of the Circular.

For illustrative purposes only, had the Calculation Date been 18 July 2023, the Directors estimate that the Residual Net Asset Value per Share would have been 149.21p. This is based on the following figures and estimates: the net assets of the Company as at 18 July 2023 (published on 19 July 2023) which were approximately £40,550,000 minus the anticipated costs of the Proposals and of liquidating the Company, estimated at approximately £290,000 (including VAT), other potential liabilities to be discharged from the Liquidation Pool estimated at approximately £0 and the retention anticipated to be required by the Liquidators (to meet contingent and unknown liabilities) of £100,000.

Based on the illustrative Residual Net Asset Value per Share set out above, and assuming: (i) that there is no change in those net assets between 18 July 2023 and the Effective Date; (ii) that the revaluation of the ICVC Rollover Pool on the Effective Date results in the same valuation as that performed on the Calculation Date; (iii) that ICVC Shares are issued at 97.4919p (being the ICVC Share Subscription Price); and (iv) that the assets in the Cash Pool are realised at their value on the Calculation Date, this would give rise to the following entitlements for every 1,000 Ordinary Shares held under the Proposals:

·      1,525.049 ICVC Shares; or

·      £1,492.10 in cash.

The minimum subscription amount set out in the ICVC Prospectus will be waived in respect of Shareholders who elect, or are deemed to elect, for the Rollover Option.

The above figures are for illustrative purposes only and do not represent forecasts. The Residual Net Asset Value per Share and Shareholders' entitlements under the Proposals may change materially up to the Effective Date as a result of, inter alia, changes in the value of the Company's investments.

For details of the Scheme, please refer to Part 2 of the Circular.

Interim Dividend

In relation to the period from 1 May 2023 to 18 July 2023, as announced on 20 July 2023, the Directors have resolved that the Company will pay an interim dividend of 2.5 pence per Ordinary Share (the "Interim Dividend") in order to ensure that the Company meets the distribution requirements to maintain investment trust status during the period from 1 May 2023 to the Winding-up Date. This compares to an interim dividend of 1.8 pence per Ordinary Share paid by the Company in September 2022 in respect of the first quarter of its financial year to April 2023. The Interim Dividend will be paid on 18 August 2023 to Shareholders who are on the Register as at 6.00 p.m. on 28 July 2023. The ex-dividend date for the Interim Dividend is 27 July 2023.

Expected Timetable

                                2023

The times and dates set out in the expected timetable of events above and mentioned throughout this announcement may be adjusted by the Company in which event details of the new times and dates will be notified, as requested, to the Financial Conduct Authority, the London Stock Exchange and, where appropriate, Shareholders. All references to time in this announcement are to UK time.

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Company's website https://momentum.co.uk/investment-trust and at the registered office of the Company (Level 4, Dashwood House, 69 Old Broad Street, London, England, EC2M 1QS).

Enquiries:

Juniper Partners Limited, Company Secretary

0131 378 0500

Steve Hunter, Momentum Global Investment Management Limited

0151 906 2481

Sally Walton, SEC Newgate (media enquiries)

020 3757 6872

Legal Entity Identifier: 213800OQTUSRFDIL9L29