TIDMDP2F 
 
   Downing TWO VCT plc 
 
   LEI: 213800HJGTPW7F8YEY55 
 
   Publication of Circular re. Voluntary Winding-up 
 
   26 February 2021 
 
   Voluntary Winding-Up Circular 
 
   It was announced on 30 September 2020 that the Board intended to put to 
Shareholders a proposal to commence a solvent winding-up of the Company 
(the "Winding-Up"). 
 
   A circular explaining the proposal for the winding-up and the actions 
which are required for its implementation, containing details of a 
proposed related party transaction, has been issued and will be posted 
to shareholders shortly, together with a notice of the General Meeting 
of the Company to be held at 11.00 a.m. on 30 March 2021 (the "General 
Meeting"). 
 
   If the resolutions are passed at the General Meeting, this will result 
in the cancellation of the listing of the Company's Shares on the 
Official List, which is expected to take place on 31 March 2021, and the 
Shares ceasing to trade on the London Stock Exchange. 
 
   Expected Timetable 
 
 
 
 
Latest time and date for receipt of Form of Proxy             11.00 a.m. on 26 
 for the General Meeting                                            March 2021 
Record date/register of members closed                   7.30 a.m. on 30 March 
                                                                          2021 
Suspension of the listing of the Shares on the Official  7.30 a.m. on 30 March 
 List                                                                     2021 
General Meeting                                               11.00 a.m. on 30 
                                                                    March 2021 
Expected date of cancellation of the listing of the      8.00 a.m. on 31 March 
 Shares on the Official List                                              2021 
 
 
 
   In connection with the Winding-Up, the Company and its investment 
manager, Downing LLP (the "Manager"), have agreed that the Company's 
investment management agreement shall continue notwithstanding the 
Winding-Up, until terminated on the earlier of (i) 12 months written 
notice from either the Company or the Manager to the other or (ii) the 
final distribution by the Company to its shareholders pursuant to the 
Winding-Up (the "IMA Continuation"). During the IMA Continuation, in 
consideration for providing investment management services to the 
Company, the Manager will continue to receive an annual fee equal to 
1.8% of the net assets attributable to the Company's F shares and 2.0% 
of the net assets attributable to the G shares and in consideration for 
providing administration services to the Company the Manager will 
receive a fee of GBP33,603 per annum (being a 50% reduction on the 
current fee). (No investment management fees will be charged in respect 
of the K Share pool.) The IMA Continuation constitutes a smaller related 
party transaction within Listing Rule 11.1.10 R. 
 
   Documents 
 
   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. 
 
   Enquiries 
 
   Grant Whitehouse, Company Secretary 0207 416 7780 
 
 
 
 

(END) Dow Jones Newswires

February 26, 2021 10:16 ET (15:16 GMT)

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