Group 1 - The Company, Middlefield Canadian Income PCC, is currently in liquidation, including its cell, Middlefield Canadian Income – GBP PC [1] - On 22 October 2025, three directors, Michael Phair, Dean Orrico, and Andrew Zychowski, resigned from their positions on the boards of the Company and the Fund [1]

Core Viewpoint - The Middlefield Canadian Income PCC and its associated fund are undergoing a reconstruction and winding-up process, offering shareholders options to receive either shares in a new actively managed ETF or a cash exit close to the fund's net asset value per share [1][8]. Meeting Results - A Class Meeting was held on October 22, 2025, where a special resolution was passed with 99.10% of votes in favor, representing 32,446,799 shares [2][3]. - An Extraordinary General Meeting on the same day also saw all special resolutions passed, with the highest approval at 99.17% for one resolution, totaling 32,510,349 votes in favor [4][5]. Shareholder Entitlements - As of the Calculation Date, the Rollover Pool NAV per Share was 141.710909 pence, while the Cash Pool NAV per Share was 139.786217 pence [8]. - Fund shareholders opting for cash will receive 139.786217 pence per share, while those choosing the rollover option will receive approximately 0.267545 ETF Shares per Fund Share [9]. Liquidation Pool - The Liquidators have set aside sufficient assets in the Liquidation Pool to cover all current and future liabilities, including a retention of £100,000 for contingent liabilities [9][10]. - Any remaining balance in the Liquidation Pool after liabilities are settled will be distributed to shareholders pro rata based on their holdings [10]. Distribution Timeline - ETF Shares for those opting for the rollover will be issued on October 23, 2025, while cash entitlements for those choosing the cash option are expected to be distributed in the week commencing November 3, 2025 [12].

Core Points - The Company is undergoing a reconstruction and winding up process, offering Fund Shareholders the option to receive shares in a new actively managed ETF or a cash exit close to the Fund's net asset value per share [2][5] - A total of 50,317,886 shares opted for the Cash Option, while 52.7% of the Company's Shares will roll over into the ETF [3][5] - The reclassification of the Fund Shares is set to take effect on 23 October 2025, with the listing of the Reclassified Shares expected to be suspended shortly thereafter [5][6] Summary by Sections - **Elections and Options**: Fund Shareholders had the choice to elect for either the Cash Option or the Rollover Option, with those holding shares in uncertificated form deemed to have elected for the Rollover Option if no valid election was made [4] - **Share Distribution**: 56,129,364 Fund Shares with "A" rights will receive ETF Shares, while 50,317,886 Fund Shares with "B" rights will receive cash [8] - **Regulatory Actions**: Applications have been made to the Financial Conduct Authority and the London Stock Exchange for the reclassification of Fund Shares, with dealings in ETF Shares expected to commence on the same date as the reclassification [5][6]

Core Viewpoint - Middlefield Canadian Income PCC and its fund are proposing a reconstruction and winding-up process, offering shareholders options to either roll over their investments into a new ETF or receive cash close to the net asset value per share [2][4][9]. Proposal Details - The proposals include a summary winding-up of both the Company and the Fund, with options for shareholders to elect for either ETF shares or cash [3][30]. - Fund shareholders holding shares in uncertificated form can choose to roll over their investment into the Middlefield Canadian Enhanced Income UCITS ETF or receive cash [6][13]. Background and Rationale - The Company is the only UK-listed closed-end fund focused on Canadian equities, providing high dividends and capital growth since its launch in 2006 [4]. - The Fund has faced significant trading discounts to its net asset value, attributed to its small size and limited liquidity amid challenging macroeconomic conditions [5][4]. Shareholder Engagement - Following a requisition notice from Saba Capital Management, the Board consulted with major shareholders and formulated the current proposals to serve the interests of all shareholders [7][8]. - Saba has committed to vote in favor of the proposals, holding approximately 11.31% of the Fund Shares [11]. Options for Shareholders - Shareholders can elect to roll over their investment into ETF shares or receive cash, with the latter option potentially triggering tax liabilities [24][26]. - Restricted shareholders will be deemed to have elected for the cash option unless they can demonstrate eligibility for ETF shares [49][52]. Implementation Mechanics - The winding-up process will involve the appropriation of the Fund's assets into distinct pools for liquidation, rollover, and cash distribution [32][34]. - The expected timeline for the implementation includes key dates for shareholder meetings and the issuance of ETF shares [63]. Financial Implications - Transaction costs associated with the proposals are estimated at approximately £950,000 [39]. - The cash pool and rollover pool will be calculated based on shareholder elections, affecting the net realizable value for each option [42][44]. Interim Dividend - An interim dividend of 1.375 pence per Fund Share has been declared to maintain investment trust status prior to the winding-up [48]. Recommendations - The Board, advised by Investec, recommends that shareholders vote in favor of the proposals, believing they are in the best interests of all shareholders [58].

Core Viewpoint - The Middlefield Canadian Income Trust reported its half-yearly financial results for the period ending June 30, 2025, highlighting strong performance in dividend-paying Canadian equities amidst geopolitical and economic uncertainties [2][12][13]. Financial Highlights - Dividends paid were 1.375 pence per share quarterly, with a guidance of 5.5 pence per share for 2025, resulting in a yield of 4.3% [6]. - The share price was 129.00 pence, while the net asset value (NAV) per share was 134.61 pence, with net assets totaling £143.3 million [6][68]. Investment Performance - The Fund generated total returns of 13.9% on its share price and 2.6% on net assets, outperforming the benchmark total return of 4.3% [13][48]. - Positive contributions to performance came from stock selection in financials, energy, and real estate sectors, while the utilities sector detracted from performance [13][48]. Sector Exposure - The Fund focuses on larger capitalization Canadian and U.S. high yield equities, particularly in sectors like real estate, financials, and energy [7][9]. - As of June 30, 2025, sector allocations included 23.8% in real estate, 21.4% in energy, and 21.3% in financials, with significant overweights compared to the benchmark [23]. Shareholder Engagement and Strategic Transition - The Fund is pursuing a rollover into a newly created actively managed UCITS ETF, providing shareholders options for cash exit or ETF shares [21][30]. - Engagement with shareholders, particularly Saba Capital Management, has been ongoing to ensure alignment with shareholder interests [19][20]. Gearing and Financial Management - Gearing relative to total assets was consistent at 16%, with net gearing decreasing from 19.3% to 18.4% by June 30, 2025 [22]. - The Fund has no borrowings as of June 30, 2025, following the repayment of existing loans [25][31]. Earnings and Dividends - The Fund's earnings per share totaled 2.82 pence for the six months ended June 30, 2025, with a dividend coverage ratio of 1.03 [26]. - The Board approved a 0.2 pence increase to the annual dividend target, reflecting a commitment to consistent dividend growth [26]. Market Outlook - The Canadian market remains attractive due to economic resilience, sound fiscal management, and favorable political conditions, with Canadian equities trading at a discount to U.S. peers [43][44]. - The Fund is well-positioned to capitalize on trends in financials, real estate, and energy sectors, which are supported by durable cash flows and long-term growth opportunities [43][44].

Core Viewpoint - Middlefield Canadian Income PCC and its fund are proposing a voluntary winding up and offering shareholders the option to exchange their shares for those in a newly established UCITS ETF, allowing continued investment exposure [2][3]. Group 1: Proposed Transaction - The Company and Fund announced a voluntary winding up, allowing shareholders to receive shares in a new actively managed UCITS ETF in exchange for their holdings [2]. - Shareholders can choose to either fully or partially exchange their shares for ETF shares or opt for an uncapped cash exit close to the net asset value per share [3]. Group 2: ETF Management and Structure - The ETF will be managed by Middlefield Limited, ensuring continued alignment with the Company's investment objectives [3]. - HANetf has been appointed to assist in structuring and establishing the ETF, providing ongoing operational and marketing support [4]. Group 3: Regulatory Approvals - The Central Bank of Ireland has approved the establishment of the ETF, and an application for formal recognition by the Financial Conduct Authority is underway [5]. - Admission to trading on Euronext Dublin and the London Stock Exchange is expected in Q4 2025 [5]. Group 4: Shareholder Communication - A circular detailing the transaction will be published in September 2025, convening meetings for shareholder resolutions [6]. Group 5: Financial Position - The Fund has repaid existing loans and remains ungeared, intending to stay fully invested [7]. Group 6: Tax Implications - Clearance has been received from HM Revenue & Customs, allowing shareholders to roll over their investment into the ETF without triggering immediate UK capital gains tax liabilities [8].

Middlefield Canadian Income PCC Net Asset Value Middlefield Canadian Income PCC Middlefield Canadian Income - GBP PC (a protected cell company incorporated in Jersey with registration number 93546)Legal Entity Identifier: 2138007ENW3JEJXC8658 Correction: Net Asset Value announcement Correction to the announcement made at 14:00 on 19 May 2025: The full corrected announcement is as per below: Net Asset Value As at the close of business on 16 May 2025 the estimated unaudited Net Asset Value per share was 130. ...

Core Viewpoint - Middlefield Canadian Income PCC and its Fund plan to propose a transaction allowing shareholders to exchange their shares for those in a newly established UCITS ETF, aimed at enhancing liquidity and addressing the discount to NAV [5][9][17] Group 1: Transaction Details - The proposed transaction involves the voluntary winding up of the Company and the Fund, with shareholders given the option to receive shares in the new ETF or cash close to the Company's NAV per share [5][6] - The ETF will be actively managed by Middlefield Limited and will maintain the existing investment objective focused on high-quality Canadian and US large-cap companies [5][10][14] - Shareholders can choose to retain their investment through the ETF, opt for a cash exit, or a combination of both [6][18] Group 2: Shareholder Engagement - The Company received a requisition notice from Saba Capital Management proposing a scheme for shareholders to transition to a UK-listed investment vehicle, which led to discussions and the temporary withdrawal of the requisition [7][8] - The Board consulted with major shareholders, including Saba, to formulate proposals that would best serve shareholder interests [8][9] Group 3: ETF Structure and Benefits - The ETF is expected to have a lower total expense ratio (TER) than the current Company TER, targeted to be below 1%, and will trade close to its NAV due to its structure [11][14] - The ETF aims to provide quarterly distributions similar to current dividends and may utilize financial derivative instruments to support its dividend policy [14][15] - Middlefield has a successful track record of rolling closed-end funds into ETFs, with several of its funds ranked among the top-performing Canadian ETFs [12] Group 4: Timeline and Future Steps - The establishment of the ETF and the circular relating to the transaction are expected to be sent to shareholders by August 2025, pending regulatory and tax approvals [16]