PMGR Securities 2025 Plc - Circ re- Recommended proposals for the reconstruction and voluntary winding-up of the Company

PMGR Securities 2025 PLC (the “Company”)

 

6 November 2025

RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND VOLUNTARY WINDING-UP OF THE COMPANY

 

Introduction

The Company is a wholly owned subsidiary of Premier Miton Global Renewables Trust PLC (the “Parent”) and was created in 2020 as part of a scheme of reconstruction of PGIT Securities 2020 PLC for the purpose of issuing ZDP Shares. The Parent gave the Undertaking to provide the Company with sufficient funds to repay the Final Capital Entitlement of the ZDP Shareholders.

In accordance with the Articles, the Board is required to convene a general meeting of the Company on 28 November 2025 (the “ZDP Repayment Date”) for the purpose of proposing a resolution to wind up the Company voluntarily. Each ZDP Shareholder is entitled to 127.6111 pence per ZDP Share as at the ZDP Repayment Date (the “Final Capital Entitlement”). Payment of the Final Capital Entitlement will be made by 12 December 2025.

In accordance with the above, a circular (the “Circular”) has today been published to:

(a)    convene a General Meeting seeking the approval of the Ordinary Shareholder to place the Company into members’ voluntary winding up and appoint the Liquidators (the “Resolution”). The Parent is the sole holder of the Ordinary Shares; and

(b) provide details to ZDP Shareholders regarding the payment of the Final Capital Entitlement,

together, the “Proposals”.

Notice of the General Meeting is set out in the Circular. The General Meeting is being called on short notice pursuant to section 307 of the Companies Act 2006, which the Parent, as the sole holder of the Ordinary Shares, has consented to.

The notice of General Meeting is being provided to ZDP Shareholders, as required by article 14 of the Articles, for information purposes only. ZDP Shareholders have no right to attend or vote at the General Meeting.

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

 

Winding up of the Company and appointment of Liquidators

Subject to approval of the Resolution at the General Meeting, it is proposed that Laura Waters and Steven Sherry of PricewaterhouseCoopers LLP, be appointed as joint liquidators of the Company. The winding up of the Company will be a voluntary winding up pursuant to section 84(1)(b) of the Insolvency Act 1986 in which it is intended that all creditors of the Company will be paid in full.

 

Expected Timetable

The times and dates set out in the expected timetable of events above and mentioned throughout this document (other than in respect of the General Meeting) 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 document are to UK time.

 

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