REG - CVC Income & Growth CVC Inc& Grwth-CVCG - Notice of EGM

CVC Income & GrowthAnnouncement

23/09/2025 14:45

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RNS Number : 4921A  CVC Income & Growth Limited  23 September 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
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BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in the United States or in any other jurisdiction in which
the same would be unlawful. Neither this announcement nor any part of it shall
form the basis of or be relied on in connection with or act as an inducement
to enter into any contract or commitment whatsoever.

 

Legal Entity Identifier: 213800Z42Y242CIWJ785

 

 

23 September 2025

 

 

 

CVC Income & Growth Limited

 

Proposals to authorise the Board to issue New Shares

 

Notice of Extraordinary General Meeting

 

 

The Board of CVC Income & Growth Limited (the "Company") announces that it
has today published a circular (the "Circular") to convene an extraordinary
general meeting (the "EGM") to allow Shareholders to consider and, if thought
fit, approve the issue, or sale from treasury, on a non-pre-emptive basis of
up to such number of New Shares that represents in total 20 per cent. of the
Company's issued share capital (excluding any shares held in treasury) as at
the close of the EGM (the "Proposals").

 

Background to, and rationale for, the Proposals

 

At the 2025 AGM, Shareholders granted the Directors authority to allot and
issue, on a non-pre-emptive basis, up to 20 per cent. in aggregate of the
issued share capital of the Company at that time of the 2025 AGM (excluding
any shares held in treasury). The 2025 AGM Authority was granted for the
period until the conclusion of the 2026 AGM (unless previously renewed, varied
or revoked by the Company at a general meeting).

 

Since the beginning of 2025, the Sterling Shares have traded at an average
premium to the Net Asset Value per Sterling Share of 0.36 per cent. and the
Company has sold from treasury over 25.2 million Sterling Shares since the
2025 AGM at a premium to the prevailing NAV per Share, raising over £29.8
million of new capital.

 

There has been sustained demand for Shares from a wide range of investors,
including an increasing number of retail investors. As a result the Directors
have only limited authority to issue up to 16.4 million additional Shares on a
non-pre-emptive basis, which represents 6.7 per cent. of the issued share
capital of the Company. If the current rate of issuance were to continue, the
2025 AGM Authority would be expected to be fully utilised in advance of the
2026 AGM, where the renewal of such authority is expected to be sought.

 

In light of the continuing demand for the Shares, and having regard to
managing the premium at which the Shares trade as well as the benefits of
growing the Company's asset base, the Board is seeking further authority from
Shareholders generally to disapply pre-emption rights:

 ·                 in relation to the issue of such number of New Shares as represents 10 per
                   cent. of the Company's issued share capital (excluding any shares held in
                   treasury) as at the close of the EGM (the "First General Allotment
                   Authority"); and

 ·                 in addition to the First General Authority, in relation to the issue of such
                   further number of New Shares as represents 10 per cent. of the issued share
                   capital (excluding any shares held in treasury) as at the close of the EGM
                   (the "Second General Allotment Authority", together with the First General
                   Allotment Authority, the "General Allotment Authorities"),

 

in each case, with such authority to expire at the conclusion of the 2026 AGM
(unless previously renewed, varied or revoked by the Company at a general
meeting).

 

The Resolutions are being put forward to ensure the Company can continue to
meet ongoing demand for Shares from investors and to manage the premium at
which the Shares trade.

 

As at the Latest Practicable Date, the Company currently holds 208,460,159
Sterling Shares and 60,149,978 Euro Shares in treasury.

 

The disapplication of pre-emption rights for the purposes of the General
Authorities is proposed through two separate Special Resolutions on the basis
that they are both a renewal of the 2025 AGM Authority. Each of the General
Allotment Authorities is in addition to, and not in place of, the authority
set out in the other General Allotment Authority and any remaining authority
under the 2025 AGM Authority.

 

Benefits of the Proposals

 

The Board believes that the Proposals, once implemented, should have the
following benefits for Shareholders:

 

 ·                 maintain the Company's ability to issue Shares to better manage the premium at
                   which the Shares trade to their Net Asset Values per Share from time to time;

 ·                 potential to enhance the Net Asset Values per Share of Existing Shares through
                   new issuance at a premium to Net Asset Values per Share, after the costs
                   related to the issuance have been deducted;

 ·                 diversifying and growing the Company's Shareholder base which, in turn, may
                   generate greater liquidity in the Shares;

 ·                 greater scope to invest and, accordingly, enable the Investment Vehicle
                   Manager to develop and further diversify the Investment Vehicle's portfolio;

 ·                 provide the Company with the ability to raise additional capital so that it is
                   able to take advantage of investment opportunities as and when they arise in
                   the future (which in turn may increase the NAV and lead to a reduction in
                   management fees); and

 ·                 a reduction of the total expense ratio per Share by spreading the Company's
                   fixed running costs over a larger capital base.

 

Extraordinary General Meeting

 

The formal notice convening the EGM, to be held at the offices of CVC Income
& Growth Limited, IFC 1, The Esplanade, St Helier, Jersey, JE1 4BP at
11:00 a.m. on 13 October 2025, is set out at Part III of the Circular. The
Notice of General Meeting includes the full text of the Resolutions.

 

 

Expected Timetable

 

 Publication of this Circular                                        23 September 2025
 Latest time and date for receipt of Proxy Appointments for the EGM  11:00 a.m. on 9 October 2025
 EGM                                                                 11:00 a.m. on 13 October 2025
 Announcement of the results of the EGM                              13 October 2025

 

All references to times in this document are London times unless otherwise
stated. Each of the times and dates in this timetable (other than in relation
to the EGM) may be extended or brought forward. Any revisions to the times and
dates referred to above and elsewhere in this Circular will be notified to
Shareholders by public announcement.

Terms used and not defined in this announcement shall have the meanings given
to them in the Circular.

 

A copy of the Circular has been submitted to the National Storage Mechanism
and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . A copy of this
Circular will be available for inspection on the Company's website at
https://ig.cvc.com/investor-information/rns-updates/
(https://ig.cvc.com/investor-information/rns-updates/) and at the registered
office of the Company at IFC 1, The Esplanade, St Helier, Jersey JE1 4BP
during normal business hours on any Business Day, from the date of this
Circular until the conclusion of the EGM, and at the place of the EGM for at
least 15 minutes prior to, and during, the EGM.

 

Enquiries:

 

CVC Income & Growth Limited:            c/o +44 1534 815200

Robert Kirkby

 

Winterflood Securities Limited              +44 (0) 20 3100 0000

Neil Morgan

 

BNP Paribas S.A., Jersey Branch         +44 (0) 1534 813800

Company Secretary

 

 

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