River UK Micro Cap Limited (RMMC), a UK-listed closed-ended investment company focused on UK micro-cap equities, has announced proposals to offer shareholders a structured liquidity opportunity covering up to 50 per cent of its issued share capital. The move follows consultation with institutional shareholders, some of whom indicated a preference to exit their holdings for cash. The proposals, which remain subject to shareholder approval, would run alongside a continuing investment vehicle managed by Liontrust, giving investors a choice between realising proceeds or remaining invested in the long-term strategy.

Key Points

  • River UK Micro Cap Limited (RMMC) is a Guernsey-based, UK-listed closed-ended fund investing in UK micro-cap equities
  • The Board is proposing a Realisation Opportunity covering up to 50 per cent of issued share capital, equivalent to approximately £47 million in NAV as at 6 November 2026
  • Up to 15,939,951 ordinary shares may be redeemed; full realisation expected within approximately six to 12 months, subject to market conditions
  • Investors should watch for the forthcoming circular and general meeting notice, at which the proposals will be put to a shareholder vote

RMMC Proposes Redemption Pool Structure Covering £47 Million in NAV

The Board proposes to notionally divide RMMC's assets and liabilities into two pools: a Redemption Pool, attributable to shares over which valid redemption requests are made, and a Continuing Pool, containing all remaining assets. The maximum number of shares eligible for redemption is 15,939,951 ordinary shares, representing 50 per cent of issued share capital excluding treasury shares, and equivalent to approximately £47 million in NAV as at 6 November 2026. Assets within the Redemption Pool will be liquidated in an orderly manner, with proceeds returned periodically to participating shareholders over an estimated six to 12 months, though the announcement cautions this timeline depends on market conditions and asset realisability.

£42.5 Million Minimum Size Threshold Could Trigger Full Wind-Up of the Company

A critical condition embedded within the proposals is the Minimum Size Threshold. If demand for the Realisation Opportunity — absent the 50 per cent cap — would reduce the estimated NAV of the Continuing Pool below £42.5 million, the Realisation Opportunity will terminate and the Board will instead put forward proposals to wind up the Company entirely, realising the whole portfolio in an orderly fashion. As at 6 November 2026, the Board estimates that applications exceeding approximately 54.8 per cent of issued share capital would be needed to breach this threshold, though the company notes this figure may change with NAV movements prior to completion.

Liontrust Reappointed as Investment Manager at Reduced Fee of 0.35% of NAV Per Annum

For shareholders electing to remain in the Continuing Pool, the announcement highlights that Liontrust has been reappointed as Investment Manager at a reduced annual management fee of 0.35 per cent of NAV. RMMC has delivered a three-year annualised NAV per share return of 19.8 per cent, against a benchmark return of 11.2 per cent over the same period. Since its IPO in December 2014, the company has outperformed its benchmark in NAV per share growth in 10 of its 12 financial periods, with FY2019 and FY2022 noted as the only exceptions.

Redemption Long-Stop Date Amended to Rolling Three-Year Cycle from the Effective Date

The Board also proposes amending its previously announced Redemption Long-Stop Date commitment, originally set at 30 June 2028, to a rolling three-year cycle beginning on the Effective Date of the proposals. Under this revised structure, if RMMC has not returned a minimum of £10 million of capital via its redemption mechanism during any three-year period, the Board will present proposals enabling a full cash exit for all shareholders within six months of that period's end. Capital returned under the current Realisation Opportunity will not count towards the first three-year period. A formal circular and general meeting notice are expected to be published in due course.