Octopus Titan VCT 3 Octopus Titan Vct 3 Plc : Merger Update: Completion Of Merger
27 Novembro 2014 - 1:46PM
UK Regulatory
TIDMOTV3
27 November 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")
(together the "Companies" and Titan 1, Titan 3, Titan 4 and Titan 5
together "Titan 1, 3, 4 and 5")
Merger Update: Completion of Merger
This announcement is made by the Companies in connection with the merger
of Titan 2 and Titan 1, 3, 4 and 5 (the "Merger"), details of which were
contained in the prospectus and circulars issued by the
Companies on 16 September 2014.
The boards of directors of the Companies are pleased to report that the
resolutions proposed at the general meetings of Titan 1, 3, 4 and 5 held
today (the "General Meetings") were duly passed and that all the
conditions for the Merger becoming effective have been met and the
Merger completed on 27 November 2014. Post Merger, Titan 2, has a net
asset value of GBP169.3m. Further to the Merger becoming unconditional
and the approval of the Titan 2 shareholders at the general meeting held
on 16 October 2014, Titan 2 announces that it has changed its name to
Octopus Titan VCT plc. It is expected that Titan 2 will begin trading
under its new name from 8.00 am on 28 November 2014. Titan 2 will
continue to use its present TIDMs (ticker symbols) on the main market of
the London Stock Exchange.
In implementing the Merger, the assets and liabilities of Titan 1, 3, 4
and 5 have been transferred to Titan 2, in consideration for the issue
of a total of 140,597,475 ordinary shares of 10p each in the capital of
the Company to the former shareholders of Titan 1, 3, 4 and 5 ("Merger
Shares") at a deemed issue price of 97.7p per Merger Share, that is
32,616,742, 36,557,870, 42,125,192 and 29,297,671 Merger Shares in
consideration for the transfer of the assets and liabilities from Titan
1, Titan 3, Titan 4 and Titan 5 respectively.
Following the issue of the Merger Shares, the total number of Titan 2's
issued ordinary shares of 10p each is 173,208,332.
Following the implementation of the Merger, Titan 1, 3, 4 and 5 have
been placed in members' voluntary liquidation.
Application has been made to the London Stock Exchange for the Merger
Shares to be admitted to trading on its main market for listed
securities and it is expected that the Merger Shares will be admitted to
the Official List and that trading will become effective on 28 November
2014.
Titan 1, 3, 4 and 5 also announce that further to the resolutions passed
at the General Meetings, the listing of their ordinary shares of 10p
each on the Official List of the UK Listing Authority will be cancelled
with effect from 8am on 28 November 2014.
As a result of the Merger becoming effective, Mark Faulkner has resigned
as a director of Titan 2 and Mark Hawkesworth and Jane O'Riordan have
been appointed as directors of Titan 2.
There are no disclosures to be made under Listing Rule 9.6.13R for Mark
Hawkesworth or Jane O'Riordan.
The total holdings for the above Directors in Titan 2 are detailed
below:
Mark Hawkesworth 42,859 Ordinary Shares (0.02% of the issued
share capital)
Jane O'Riordan 14,490 Ordinary Shares (0.01% of the
issued share capital)
Copies of the resolutions passed at the General Meetings have been
submitted to the National Storage Mechanism and will shortly be
available for inspection at:
www.hemscott.com/nsm.do
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#1874937
http://www.octopusinvestments.com
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