Octopus Titan VCT 3 Statement Re Merger Update, Result Of General Meetings And Dividend Declarations
28 Outubro 2014 - 3:37PM
UK Regulatory
TIDMOTV3
28 October 2014
Octopus Titan VCT 1 plc ("Titan 1")
Octopus Titan VCT 2 plc ("Titan 2")
Octopus Titan VCT 3 plc ("Titan 3")
Octopus Titan VCT 4 plc ("Titan 4")
Octopus Titan VCT 5 plc ("Titan 5")
Merger Update, Result of General Meetings and Dividend Declarations
At the general meetings of Titan 1, Titan 3, Titan 4 and Titan 5 (the
"Companies") held today (the "General Meetings"), resolutions numbered 2
to 4 set out in the notices of general meeting dated 16 September 2014
(the "Notices"), which included resolutions relating to a proposed offer
for subscription by the Companies and Titan 2 (the "Offer"), were duly
passed. The Offer is now unconditional for all the Companies and Titan
2.
Further to previous announcements, the boards of the Companies and Titan
2 are pleased to confirm that they anticipate that all of the conditions
relating to the proposed merger of the Companies and Titan 2 (the
"Merger"), including shareholder and HMRC approvals, will be satisfied
by the end of November 2014, in order that the Merger can proceed in
accordance with the revised timetable set out below. The General
Meetings were adjourned (the Adjournments") in respect of resolution
number 1 ("Resolution 1"), which relates to the liquidation of the
Companies prior to the Merger, to 27 November 2014 at 10.00 am, 10.15 am,
10.30 am and 10.45 am for Titan 1, Titan 3, Titan 4 and Titan 5
respectively (the "Adjourned Meetings"). Shareholders of the Companies
will be sent a formal notice of their Adjourned Meeting shortly. Proxy
forms that have already been cast in respect of Resolution 1 will be
valid in respect of the Adjourned Meetings.
In view of the Adjournments and to reflect the confidence of the Titan 4
and Titan 5 boards that the Merger will proceed in accordance with the
timetable below, the special dividends of 15p and 10p per share that
were to have been paid to the Titan 4 and Titan 5 shareholders
respectively on 28 November 2014, conditional upon the Merger having
taken place (as announced on 16 September 2014 at 18.39 hrs), will now
be paid unconditionally on 21 November 2014 to those Titan 4 and Titan 5
shareholders on their respective registers of members on 7 November
2014.
The Companies and Titan 2 are also pleased to announce that an interim
dividend of 2.5p, 2.5p, 2.5p, 2.p and 2p per share in respect of the
period from 1 May 2014 to 31 October 2014 will be paid on 21 November
2014 to the Titan 1, Titan 2, Titan 3, Titan 4 and Titan 5 shareholders
respectively who are on their registers of members on 7 November 2014.
Following the Merger, Titan 2 does not propose to pay a final dividend,
in addition to the above interim dividend, in respect of the financial
year ending 31 October 2014.
In light of the Adjournments, the amended timetables in respect of the
Merger and the Offer are as follows:
Merger
Titan 2
Scheme Calculation Date after 5.00 pm on 26
November 2014
Scheme Effective Date for the transfer of the assets 27 November 2014
and liabilities of Titan 1, 3, 4 and 5 to Titan 2
and the issue of Scheme Shares
Announcement of the results of the Scheme 27 November 2014
Admission of, and dealings in, Scheme Shares issued 28 November 2014
to commence
CREST accounts credited (if applicable) 28 November 2014
Certificates for Scheme Shares dispatched to Titan Week commencing 15
1, 3, 4 and 5 Shareholders December 2014
Titan 1, Titan 3, Titan 4 and Titan 5
Latest time for receipt of forms of proxy for the 10 am on 25 November 2014
Adjourned Meetings*
Titan 1, 3, 4 and 5 register of members closed 26 November 2014
Final expected date of trading of the Titan 1, 3, 26 November 2014
4 and 5 Shares
Scheme Record Date for Titan 1, 3, 4 and 5 Shareholders' 5.00 pm on 26 November 2014
entitlements under the Scheme
Scheme Calculation Date after 5.00 pm on 26 November
2014
Dealings in Titan 1, 3, 4 and 5 Shares suspended 7.30 am on 27 November 2014
Titan 1 Adjourned Meeting 10.00 am on 27 November 2014
Titan 3 Adjourned Meeting 10.15 am on 27 November 2014
Titan 4 Adjourned Meeting 10.30 am on 27 November 2014
Titan 5 Adjourned Meeting 10.45 am on 27 November 2014
Scheme Effective Date for the transfer of the 27 November 2014
assets and liabilities of Titan 1, 3, 4 and 5 to Titan
2 and
the issue of Scheme Shares**
Announcement of the results of the Scheme 27 November 2014
Cancellation of the Titan 1, 3, 4 and 5 Shares' listing 8.00 am on 28 November 2014
* Proxy Forms that have already been cast will be valid at the Adjourned
Meetings
Offer
Deadline for receipt of applications for final allotment 12 noon on 1 April
in 2014/15 tax year 2015
Deadline for receipt of applications for final allotment 12 noon on 1
in 2015/16 tax year September 2015
First allotments under the Offer 28 November 2014
Closing date of the Offer 1 September 2015
-- The Offer will close earlier if fully subscribed. The Boards reserve the
right to close the Offer earlier and to accept Applications and issue
Offer Shares at any time following the receipt of valid applications.
-- The results of the Offer will be announced to the London Stock Exchange
through a Regulatory Information Service provider authorised by the
Financial Conduct Authority.
-- Dealing is expected to commence in Offer Shares within ten business days
of allotments and share and tax certificates are expected to be
dispatched within 14 business days of allotments.
-- The dates set out in the expected timetable above may be adjusted by the
Companies, in which event details of the new dates will be notified
through a Regulatory Information Service.
For further information please contact:
Patricia Standaloft
Company Secretary
0207 710 6471
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Octopus Titan VCT 3 PLC via Globenewswire
HUG#1866538
http://www.octopusinvestments.com
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