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].