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Middlefield Canadian Income PCC - Statement re Result of Elections
Globenewswire· 2025-10-21 11:16
21 October 2025 Middlefield Canadian Income PCC (the “Company”)Including Middlefield Canadian Income – GBP PC (the “Fund”), a cell of the CompanyRegistered No: 93546 Legal Entity Identifier: 2138007ENW3JEJXC8658 Result of Elections In connection with the proposals for the reconstruction and winding up of Middlefield Canadian Income PCC (the “Company”) and Middlefield Canadian Income – GBP PC (the “Fund”) and the option for Fund Shareholders to receive shares in a newly established, actively managed, listed ...
Middlefield Canadian Income PCC - Publication of Circular in connection with the Recommended Proposals for the Reconstruction and Summary Winding-up of the Company and Fund
Globenewswire· 2025-09-30 06:00
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].
Middlefield Canadian Income PCC - Update on Proposed Rollover into UCITS ETF
Globenewswire· 2025-08-22 06:00
Middlefield Canadian Income PCC (the "Company") Including Middlefield Canadian Income – GBP PC (the "Fund"), a cell of the Company Registered No: 93546 Legal Entity Identifier: 2138007ENW3JEJXC8658 The ETF will be managed by Middlefield Limited, the Company's investment manager ("Middlefield"), and will offer Shareholders continued exposure to the Company's existing investment objective and policy. Shareholders who do not wish to continue their exposure via the ETF (whether with respect to their entire shar ...
Middlefield Canadian Income PCC - Proposed Rollover into UCITS ETF
Globenewswire· 2025-05-02 06:00
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]