Spheria Emerging Companies (ASX:SEC) said that shareholders will retain their shares in the company following the failure of its conditional proposal, according to a Tuesday filing with the Australian bourse.

The proposal, which would have allowed shareholders to exchange the company's shares for units in the Spheria Australian Smaller Companies Fund, required an average daily Net Tangible Asset (NTA) discount of over 5% in the final quarter of 2024, the filing said.

However, with the actual NTA discount recorded at 4.75%, the condition was not met, preventing the proposal from proceeding, the filing added.

Shareholders will continue benefiting from SEC's status as a listed investment company (LIC) and regular dividends, the company said.

Shares of the company fell nearly 2% at market close.