Further re proposed merger
10 Fevereiro 2012 - 1:00PM
UK Regulatory
TIDMNHF
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR south africa OR any jurisdiction in
which the same could be unlawful. the information contained herein does not
constitute an offer of securities for sale in any jurisdiction, including in the
united states, CANADA, australia, japan OR south africa.
PROVEN HEALTH VCT PLC
10 February 2012
PARTICIPATION IN THE RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND WINDING UP
OF LONGBOW GROWTH AND INCOME VCT PLC, an ENHANCED SHARE BUYBACK, an OFFER FOR
SUBSCRIPTION, A CHANGE OF INVESTMENT POLICY AND CANCELLATION OF the SHARE
PREMIUM ACCOUNT
Introduction
Further to the announcement by ProVen Health VCT plc (the "Company") on 22
December 2011, the Company and Longbow Growth and Income VCT plc ("LGIV") have
now agreed the terms of the merger pursuant to which the Company proposes to
acquire LGIV's net assets in consideration for the issue of New Ordinary Shares.
In conjunction with the proposed merger with LGIV, the Board wishes to take the
opportunity to put forward proposals for an issue of New Ordinary Shares
pursuant to an Offer for Subscription, a proposed Enhanced Share Buyback, a
change of the Company's investment policy and proposals for the cancellation of
the Company's share premium account. The Company is also pleased to announce
that the temporary suspension on dividend payments and share buybacks has been
lifted and that it has declared an interim dividend in respect of the year ended
31 January 2012 (further details of which are set out below).
The Proposals are subject to satisfaction of a number of conditions including
the approval of Shareholders at a General Meeting to be held at 10.00 a.m. on
12 March 2012. The Company has today published a Circular and Prospectus in
respect of the Proposals.
The LGIV Scheme
Background to and reasons for the LGIV Scheme
In July 2011, LGIV completed an offer for subscription raising gross proceeds of
approximately GBP1.1 million and its shares were admitted to listing on the
Official List with a Premium Listing and trading on the Main Market of the
London Stock Exchange. Subsequently, LGIV's investment manager, Longbow
Capital, announced a reorganisation of its staff and informed the LGIV Board
that it did not propose to assist in relation to a further fundraising round on
behalf of LGIV. The LGIV Board has carefully considered the future of LGIV and
does not believe that it makes economic sense to operate a listed VCT with
assets under management of approximately GBP1 million. The LGIV Board carried out
a review of its management arrangements and has reached agreement with the
Company in respect of a recommended merger of the assets of LGIV and the Company
pursuant to the LGIV Scheme. The LGIV Scheme will allow LGIV Shareholders to
continue their investment in a VCT with a significant focus on the health sector
(and retain the upfront VCT income tax relief they obtained on subscription for
their LGIV Shares).
The LGIV Scheme
Under the LGIV Scheme, LGIV will be wound up voluntarily pursuant to a scheme of
reconstruction under section 110 of the Insolvency Act 1986. The LGIV Scheme
provides for the net assets of LGIV to be transferred to the Company in
consideration for the issue of New Ordinary Shares of an equivalent value to
LGIV Shareholders. The LGIV Scheme is subject to, amongst other conditions, its
approval by LGIV Shareholders and the approval by the Shareholders of the
Company.
Benefits of the LGIV Scheme to the Company
The Board believes that the LGIV Scheme provides an excellent opportunity to
increase the size of the Company in a cost effective manner. The main benefits
of the LGIV Scheme for Shareholders are as follows:
* the Enlarged Company will have increased cash resources from which to create
a more diversified portfolio thereby dispersing the portfolio risk across a
broader range of investments and businesses;
* Beringea, an investment manager with significant experience in investing in
small and medium sized unquoted companies, will continue to manage the
Company;
* Beringea will make a contribution of GBP75,000 towards the costs and expenses
of the Company's participation in the LGIV Scheme which will be made by way
of a partial management fee waiver. The costs and expenses of the Company's
participation in the LGIV Scheme will be recovered pursuant to this Costs
Contribution and will not be dilutive to the net asset value of existing
Ordinary Shares (after taking into account the Costs Contribution);
* the assets to be acquired from LGIV will comprise an investment in
Polytherics Limited (in which the Company already holds an investment) and
cash. Accordingly, there will be no need to realign the assets acquired
from LGIV; and
* when combined with the benefits of other initiatives currently being pursued
by the Company described in this announcement the Board believes the Company
will be better positioned to deliver improved returns to Shareholders.
New Ordinary Shares to be issued to LGIV Shareholders
If the LGIV Scheme is implemented, the Company will acquire all of LGIV's assets
(save to the extent required by the LGIV Liquidator to satisfy the liabilities
of LGIV). The consideration for such acquisition shall be the issue of New
Ordinary Shares to LGIV Shareholders. The assets to be transferred to the
Company comprise an investment in Polytherics Limited (in which the Company also
already holds an investment) and approximately GBP0.85 million of cash. These
assets therefore comply with the Company's existing investment policy (and its
proposed new investment policy).
The number of New Ordinary Shares to be issued to LGIV Shareholders under the
LGIV Scheme will be based on the adjusted Net Asset Value of an Ordinary Share
(the "FAV per Ordinary Share") and the adjusted Net Asset Value of a LGIV Share
(the "FAV per LGIV Share"). The FAV per Ordinary Share and the FAV per LGIV
Share will be calculated as at 5.00 p.m. on 13 March 2012 using each company's
respective accounting policies (which are substantially similar). LGIV's only
investment in a portfolio company is in Polytherics Limited (in which the
Company also holds an investment). The Company's investments which are listed,
quoted or traded on a recognised stock exchange will be valued by reference to
the bid price on the principal stock exchange where the relevant investment is
listed, quoted or dealt. Unquoted investments held by the Company will be
valued at their fair value as at the Calculation Date as determined by the
Directors (with the Company's investment in Polytherics Limited valued on the
same basis as LGIV's investment in that company).
The FAV per Ordinary Share will be the net asset value of an Ordinary Share
adjusted by making a deduction in respect of the Interim Dividend (which LGIV
Shareholders will not receive in respect of their New Ordinary Shares) and any
costs and expenses of the LGIV Scheme, the Enhanced Share Buyback and the Offer
to be met by the Company (save to the extent to be paid or met by Beringea,
Longbow Capital or any other person (as described in the section entitled
"Costs and expenses of the Proposals" below)). The FAV per LGIV Share will be
calculated in accordance with the LGIV Scheme and will be the net asset value of
a LGIV Share after an adjustment in respect of any costs and expenses of the
LGIV Scheme to be met by LGIV (save to the extent to be paid or reimbursed by
Beringea or Longbow Capital).
LGIV Shareholders will be issued such number of New Ordinary Shares in the
Company with a FAV per Ordinary Share equal to 100 per cent. of the FAV per LGIV
Share of their LGIV Shares.
The New Ordinary Shares issued pursuant to the LGIV Scheme will rank equally in
all respects with the existing issued Ordinary Shares (save that the New
Ordinary Shares will not qualify for the Interim Dividend in respect of the year
ended 31 January 2012 to be paid by the Company on 9 March 2012) and holders of
the New Ordinary Shares will not be entitled to participate in the Enhanced
Share Buyback.
The Offer for Subscription
Background
The Company is also proposing to raise gross proceeds of up to GBP1 million
pursuant to an Offer for Subscription of up to 2,205,000 New Ordinary Shares.
This will provide existing Shareholders with the opportunity to add to their
current shareholdings while benefiting from the tax reliefs available on an
issue of new VCT shares for either the tax year 2011/12 or the tax year
2012/13, or both. New investors will also be able to participate in the Offer
for Subscription and gain exposure to the Company's portfolio of investee
companies. The net proceeds of the Offer for Subscription will be invested in
accordance with the Company's existing investment policy (or its proposed new
investment policy if approved at the General Meeting).
Reasons for the Offer for Subscription
The Board believes that there are currently a significant number of attractive
investment opportunities available to the Company. The funds raised pursuant to
the Offer for Subscription would also allow the Company to enhance its portfolio
diversification. The publication by the Company of the Prospectus in connection
with the LGIV Scheme and the Enhanced Share Buyback gives the Company the
opportunity to issue New Ordinary Shares pursuant to the Offer for Subscription
in a cost effective manner.
Terms of the Offer for Subscription
Up to 2,205,000 New Ordinary Shares (or such lower number of New Ordinary Shares
as would raise gross proceeds of GBP1 million) are being offered pursuant to the
Offer: investors are invited to subscribe an amount in pounds sterling, rather
than apply for a particular number of New Ordinary Shares. The minimum
subscription amount is GBP5,000 (which may be spread across two tax years). There
is no maximum investment per applicant. However, potential investors should be
aware that the maximum investment in VCTs on which tax relief is currently
available is GBP200,000 in respect of each of the 2011/12 and 2012/13 tax years.
A husband and wife can each invest up to GBP200,000 in any one tax year with each
enjoying the tax reliefs.
The Offer will open on 10 February 2012 and close at 12 noon on (i) 5 April
2012 in respect of applications for the tax year 2011/12 and (ii) 13 April 2012
in respect of applications for the tax year 2012/13.
The New Ordinary Shares will be issued at the Offer Price. The Offer Price
shall be the most recently published NAV per Ordinary Share divided by 0.945 (to
take account of the 5.5 per cent commission payable by the Company to Beringea
on the allotment of the New Ordinary Shares pursuant to the Offer), rounded up
to the nearest GBP0.001 per share.
Although no pro rata offer is being made to existing Shareholders, the Offer is
to be made available to all potential investors, including existing
Shareholders.
The entitlements of applicants for New Ordinary Shares under the Offer may
require to be scaled back to the extent that they would result in the issue of
more than 2,205,000 New Ordinary Shares (or such lower number of New Ordinary
Shares as would raise gross proceeds of GBP1 million) under the Offer.
The New Ordinary Shares will rank equally in all respects with the existing
issued Ordinary Shares (save that the New Ordinary Shares will not qualify for
the Interim Dividend in respect of the year ended 31 January 2012, which will be
paid by the Company on 9 March 2012 or be entitled to participate in the
Enhanced Share Buyback).
Enhanced Share Buyback
The Board is proposing that the Company gives Shareholders the opportunity to
participate in an enhanced share buyback. Under the terms of the Enhanced Share
Buyback, Qualifying Shareholders may apply to sell Ordinary Shares back to the
Company with the sale proceeds used to subscribe for New Ordinary Shares.
Qualifying Shareholders do not have the option to sell Existing Ordinary Shares
back to the Company without reinvesting the sale proceeds in New Ordinary
Shares. This Enhanced Share Buyback provides a Qualifying Shareholder with the
opportunity to subscribe for New Ordinary Shares, effectively retaining almost
all of his or her investment in the Company, while obtaining new VCT income tax
relief of up to 30 per cent. of the amount subscribed. Applications can be made
under the Enhanced Share Buyback for New Ordinary Shares to be issued in the
2011/12 tax year and/or the 2012/13 tax year. HMRC has confirmed that, in
accordance with the current VCT Rules and their interpretation, subject to the
personal circumstances of Shareholders, VCT income tax relief would be available
on the total amount subscribed for New Ordinary Shares.
All Qualifying Shareholders may participate in the Enhanced Share Buyback but
Qualifying Shareholders should consult their professional tax adviser as to
whether it is appropriate for them to do so. In particular, please note that
investors who dispose of their Existing Ordinary Shares within five years of the
date of investment are likely to be subject to clawback by HMRC of any income
tax relief originally obtained on subscription for their Existing Ordinary
Shares if they participate in the Enhanced Share Buyback in respect of such
shares. Likewise, Qualifying Shareholders who participate in the Enhanced Share
Buyback who dispose of their New Ordinary Shares within five years of the date
of subscription are likely to be subject to clawback by HMRC of any income tax
relief obtained on subscription for their New Ordinary Shares.
Under the Enhanced Share Buyback, the Company will purchase Existing Ordinary
Shares at the Tender Price with the sale proceeds used to subscribe for New
Ordinary Shares at the ESBB Issue Price. The difference between the Tender
Price and the ESBB Issue Price will contribute towards the costs of the Enhanced
Share Buyback. The Tender Price will be an amount equal to 100 per cent. of the
NAV per Ordinary Share before taking into account the costs and expenses of the
Proposals (rounded down to the nearest GBP0.001 per share). New Ordinary Shares
will be issued to participants in the Enhanced Share Buyback at the ESBB Issue
Price of the NAV per Ordinary Share divided by 0.955 (to make a contribution
towards the costs of the Enhanced Share Buyback of 4.5 per cent.) rounded up to
the nearest GBP0.001 per share.
The Company requires distributable reserves and cash resources to buy back
Ordinary Shares pursuant to the Enhanced Share Buyback. Applications in respect
of a maximum of 4,795,000 Existing Ordinary Shares in aggregate (representing
approximately 25 per cent. of the issued share capital of the Company) will be
accepted under the Enhanced Share Buyback (with scaling back of applications in
excess of this number of Existing Ordinary Shares). Ordinary Shares bought back
by the Company pursuant to the Enhanced Share Buyback will be cancelled.
Change of the investment policy of the Company
The Company's current investment policy is to create a balanced portfolio of
growth companies in the health sector. The Board believes that the performance
of the Company could be improved if its investment policy gave it more
flexibility to invest in a more diversified portfolio of growth companies in a
number of sectors (rather than restrict investments to companies in the health
sector). The investment performance of the other VCTs managed by Beringea
(whose investment policies give them the flexibility to invest in a number of
sectors (and do not restrict investment to the health sector)) over the past 10
years has generally been better than the Company's performance over the same
period. The Company proposes to amend its investment policy to allow
investments to be made in a diversified portfolio of growth companies across a
broad range of industries. Given the largely unquoted nature of the investment
portfolio, the current 100 per cent. exposure to the health sector and the
continued sourcing of health investments it is expected that the Company will
continue to be predominantly exposed to the health sector for the foreseeable
future.
Cancellation of the share premium account
In conjunction with the proposed issue of New Ordinary Shares pursuant to the
LGIV Scheme, the Enhanced Share Buyback and the Offer for Subscription, the
Company is proposing, subject to Shareholder approval and Court Approval, to
cancel its share premium account and transfer this amount to reserves, thereby
creating a special reserve which shall be able to be applied in any manner in
which the Company's profits available for distribution are able to be applied
(as determined in accordance with the Companies Act 2006 and The Companies
(Reduction of Share Capital) Order 2008), including the buy back by the Company
of Ordinary Shares.
Costs and expenses of the Proposals
Costs and expenses of participation in the LGIV Scheme
The aggregate costs and expenses to be incurred by the Company and LGIV in
connection with the LGIV Scheme are expected to be approximately GBP100,000
(including VAT and stamp duty). The Company has agreed to meet GBP75,000
(including VAT and stamp duty) of those costs and expenses with all this amount
to be reimbursed to the Company by Beringea by means of a partial management fee
waiver over two years commencing on the Effective Date (with GBP9,375 of the
management fees otherwise payable to Beringea waived each quarter until the
GBP75,000 of costs and expenses paid by the Company have been recovered in full).
Longbow Capital has agreed to meet the balance of the costs and expenses
payable by the Company and LGIV in connection with the LGIV Scheme.
If the LGIV Scheme does not become effective, the Company will bear abort costs
and expenses estimated at approximately GBP45,000 (including irrecoverable VAT).
Beringea has agreed to reimburse these costs by means of a partial management
fee waiver.
Costs and expenses of the Offer for Subscription
The Company intends to carry out an Offer for Subscription to raise gross
proceeds of up to GBP1 million. The Company has agreed to pay Beringea a fee of
5.5 per cent. of the gross funds raised under the Offer for Subscription on
allotment of the New Ordinary Shares pursuant to the Offer for Subscription plus
an annual commission of 0.2 per cent of the gross proceeds of the Offer for
Subscription for a period of five years. Out of these fees, Beringea will be
responsible for paying all of the costs of the Offer for Subscription, including
professional fees, marketing expenses and commission to authorised financial
advisors (including any trail commissions). If the Offer for Subscription does
not become effective, Beringea will bear any abort costs and expenses.
Costs and expenses of the Enhanced Share Buyback
The Company has also put forward proposals for an enhanced share buyback whereby
existing Shareholders will be provided with the opportunity to sell back their
Existing Ordinary Shares and subscribe for New Ordinary Shares (whilst obtaining
new income tax relief of up to 30 per cent. of the amount re-subscribed). The
costs and expenses of the Enhanced Share Buyback will vary depending on the
number of valid applications made. It is estimated that the Company's costs and
expenses in connection with the Enhanced Share Buyback will be a maximum of
GBP80,000 (including VAT). These costs and expenses will be met in whole or in
part by participating Shareholders (as the Tender Price is lower than the ESBB
Issue Price). If valid applications are received in respect of at least
2,700,000 Existing Ordinary Shares in aggregate (representing approximately
14.1 per cent. of the issued share capital of the Company) all of the costs and
expenses of the Enhanced Share Buyback will be met by participating
Shareholders. If the Enhanced Share Buyback does not become effective, the
Company will bear any abort costs and expenses which are estimated to be
approximately GBP20,000 (including VAT).
General Meeting
A General Meeting has been convened at which Shareholders will be asked to
consider and, if thought fit, approve resolutions required to implement the
Proposals. The General Meeting, notice of which is set out at the end of the
Circular, will be held at 10.00 a.m. on 12 March 2012 at the offices of Beringea
LLP at 39 Earlham Street, London WC2H 9LT.
Interim Dividend
The Company has declared an interim dividend of 1p per Ordinary Share in respect
of the year ended 31 January 2012. The Interim Dividend will be paid on 9 March
2012 to Shareholders on the Register on 24 February 2012. The ex-dividend date
for the Interim Dividend is 22 February 2012. The New Ordinary Shares will not
qualify for the Interim Dividend or for participation in the Enhanced Share
Buyback but will otherwise rank equally in all respects with the existing
Ordinary Shares, including as to future dividends.
Admission and dealings
Applications have been made to the UK Listing Authority for the New Ordinary
Shares to be admitted to the Official List (with a Premium Listing) and to the
London Stock Exchange for the New Ordinary Shares to be admitted to trading on
the Main Market. It is expected that (i) the New Ordinary Shares to be issued
pursuant to the LGIV Scheme will be allotted on 16 March 2012, credited as fully
paid, and that the first day of dealings in such shares on the Main Market will
be 19 March 2012; and (ii) the New Ordinary Shares to be issued pursuant to the
Enhanced Share Buyback and the Offer in respect of the 2011/12 tax year will be
allotted on 5 April 2012, credited as fully paid, and that the first day of
dealings in such shares on the Main Market will be 12 April 2012; and (iii) the
New Ordinary Shares to be issued pursuant to the Enhanced Share Buyback and the
Offer in respect of the 2012/13 tax year will be allotted on 13 April 2012,
credited as fully paid, and that the first day of dealings on the Main Market
shall be 17 April 2012.
Ordinary Shares purchased by the Company pursuant to the Enhanced Share Buyback
will be acquired by the Company on the London Stock Exchange and such shares
will subsequently be cancelled.
Expected Timetables
2012
1. LGIV Scheme
LGIV First General Meeting 12 noon on 7 March
Latest time for receipt of Forms of Proxy 10.00 a.m. on 8 March
for the General Meeting
General Meeting 10.00 a.m. on 12 March
Calculation Date close of business on 13 March
LGIV Second General Meeting 10.00 a.m. on 16 March
Effective Date for the LGIV Scheme and 16 March
transfer of the assets of LGIV to the
Company and the issue of New Ordinary
Shares to LGIV Shareholders
Announcement of the results of the LGIV 16 March
Scheme
Admission and dealings commence in the New 8.00 a.m. on 19 March
Ordinary Shares issued pursuant to the LGIV
Scheme
CREST accounts credited with New Ordinary 8.00 a.m. on 19 March
Shares issued pursuant to the LGIV Scheme
Share and tax certificates for the New week commencing 9 April
Ordinary Shares issued pursuant to the LGIV
Scheme dispatched
2. Enhanced Share Buyback and Offer for Subscription
Enhanced Share Buyback Record Date 6.00 p.m. on 9 February
Enhanced Share Buyback opens 10 February
Offer opens 10 February
Recommended last date for CREST 9 March
Shareholders to arrange for
rematerialisation of their holdings should
they wish to participate in the Enhanced
Share Buyback
Closing date for return of ESBB Application 1.00 p.m. on 30 March
Forms
Closing date for Offer (in respect of the 12 noon on 5 April
2011/12 tax year)
Announcement of results of Enhanced Share 5 April
Buyback and the Offer (in respect of the
2011/12 tax year)
Allotment of New Ordinary Shares under the 5 April
Enhanced Share Buyback and the Offer (in
respect of the 2011/12 tax year)
Admission and dealings commence in the New 12 April
Ordinary Shares issued pursuant to the
Enhanced Share Buyback and the Offer (in
respect of the 2011/12 tax year)
Closing date for the Offer (in respect of 12 noon on 13 April
2012/13 tax year)
Allotment of New Ordinary Shares under the 13 April
Enhanced Share Buyback and the Offer (in
respect of the 2012/13 tax year)
Admission and dealings commence in New 17 April
Ordinary Shares issued pursuant to the
Enhanced Share Buyback and the Offer (in
respect of the 2012/13 tax year)
Share and tax certificates dispatched in within 15 Business Days of each
respect of New Ordinary Shares issued allotment
pursuant to the Enhanced Share Buyback and
the Offer
Notes:
1. The dates set out in the expected timetables above may be adjusted by the
Company and/or LGIV (as the case may be), in which event details of the new
dates will be notified to the UK Listing Authority and the London Stock
Exchange and an announcement will be made through a Regulatory Information
Service.
2. All references to time in this announcement are to London time (unless
otherwise stated).
3. Successful subscribers for New Ordinary Shares under the Offer for
Subscription (and/or where appropriate their authorised financial
intermediaries) will receive an acknowledgement letter from the Company on
receipt of their Offer Application Form.
4. The Offer for Subscription may close earlier than the dates stated above if
it is fully subscribed by an earlier date. The Directors reserve the right
to accept Offer Application Forms and to allot and arrange for the listing
of New Ordinary Shares in respect of applications received in respect of the
shares issued under Offer for Subscription on or prior to the closing dates
of the Offer for Subscription as the Directors see fit (provided that New
Ordinary Shares will be allotted and issued where valid applications are
received under the Offer in respect of the 2011/12 tax year on 5 April 2012
and any other date prior to 5 April 2012 on which the Directors decide, and
for valid applications received for the Offer in respect of the 2012/13 tax
year on 13 April 2012 and any other dates after 5 April 2012 on which the
Directors decide).
Definitions
The definitions set out below apply in this announcement unless the context
requires otherwise:
Admission admission of the New Ordinary Shares to
the premium segment of the Official
List and to trading on the Main Market,
in each case in accordance with the
Listing Rules and the Admission and
Disclosure Standards
Admission and Disclosure Standards the admission and disclosure standards
of the London Stock Exchange for
securities admitted or seeking
admission to be admitted to trading, as
amended from time to time
Board the board of Directors
Business Day any day on which banks are open for
business in London (excluding
Saturdays, Sundays and public holidays)
Calculation Date the time and date, which is expected to
be close of business on 13 March 2012,
at which the value of the Company's
assets and LGIV's assets will be
calculated for the purposes of the LGIV
Scheme
certificated or in certificated form not in uncertificated form
Circular the circular published by the Company
on 10 February 2012
Closing Date the closing date of the Enhanced Share
Buyback being 1.00 p.m. on 30 March
2012
Company ProVen Health VCT plc, a company
incorporated in England and Wales with
registered number 4131354
Costs Contribution the contribution towards the costs and
expenses of the Company and LGIV in
relation to the LGIV Scheme to be made
by Beringea, Longbow Capital and the
Company under the Costs Contribution
and Process Agreement
Costs Contribution and Process Agreement the costs contribution and process
agreement entered into between LGIV,
the Company, Longbow Capital and
Beringea on 10 February 2012
Court Approval the confirmation of the High Court of
England and Wales of the cancellation
of the Company's share premium account
CREST the system for the paperless settlement
of trades in securities and the holding
of uncertificated securities operated
by Euroclear UK & Ireland Limited in
accordance with the CREST Regulations
CREST Regulations the Uncertificated Securities
Regulations 2001 (SI 2001/3755) (as
amended)
Directors the directors of the Company
Effective Date the date (which is expected to be 16
March 2012) of the passing of the
resolution to place LGIV into members'
voluntary liquidation at a general
meeting of LGIV convened for 16 March
2012 or, if later, on all conditions of
such resolution being satisfied
Enhanced Share Buyback the invitation to Qualifying
Shareholders to sell Ordinary Shares
back to the Company and use the
proceeds to subscribe for New Ordinary
Shares on the terms and conditions set
out in the Circular, the Prospectus and
the ESBB Application Form
Enhanced Share Buyback Record Date 6.00 p.m. on 9 February 2012 (or such
other time and date as determined at
the sole discretion of the Directors)
Enlarged Company the Company following implementation of
the LGIV Scheme
ESBB Application Form the application form on which
Qualifying Shareholders may apply to
participate in the Enhanced Share
Buyback
ESBB Issue Price the issue price of New Ordinary Shares
under the Enhanced Share Buyback being
the NAV per Ordinary Share as at the
date of issue (after a deduction in
respect of any dividend to be paid by
the Company for which the record date
is prior to the relevant allotment
date) divided by 0.955 rounded up to
the nearest GBP0.001 per share
Existing Ordinary Shares Ordinary Shares held on the Enhanced
Share Buyback Record Date
FAV per LGIV Share the formula asset value of a LGIV Share
calculated as at the Calculation Date
in accordance with the LGIV Scheme
FAV per Ordinary Share the formula asset value of an Ordinary
Share calculated as at the Calculation
Date in accordance with the LGIV Scheme
Form of Proxy the form of proxy for use by
Shareholders in connection with the
General Meeting
General Meeting the general meeting of the Company
convened for 10.00 a.m. on 12 March
2012 (or any adjournment thereof)
HMRC HM Revenue & Customs
Interim Dividend the interim dividend payable by the
Company in respect of the year ended
31 January 2012 to be paid on 9 March
2012
Investment Manager or Beringea Beringea LLP, the investment manager of
the Company, a limited liability
partnership registered in England and
Wales with registered number OC342919
Issue the issue of Ordinary Shares pursuant
to the LGIV Scheme, the Enhanced Share
Buyback and/or the Offer for
Subscription (as the context requires)
LGIV Longbow Growth and Income VCT plc, a
company incorporated in England and
Wales with registered number 7423739
LGIV Board or LGIV Directors the directors of LGIV or any duly
constituted committee thereof
LGIV First General Meeting the general meeting of LGIV convened
for 12 noon on 7 March 2012, or any
adjournment thereof
LGIV Liquidator the liquidator of LGIV to be appointed
pursuant to a resolution to be passed
by the LGIV Shareholders at a general
meeting to be held on 16 March 2012, or
any adjournment thereof
LGIV Scheme the scheme of reconstruction and
voluntary winding up of LGIV under
section 110 of the Insolvency Act 1986
LGIV Second General Meeting the general meeting of LGIV convened
for 10.00 a.m. on 16 March 2012, or any
adjournment thereof
LGIV Shareholders holders of LGIV Shares
LGIV Shares ordinary shares of 1p each in the
capital of LGIV
London Stock Exchange London Stock Exchange plc
Longbow Capital Longbow Capital LLP (the investment
manager of LGIV), a limited liability
partnership registered in England and
Wales with registered number OC309046
Main Market the London Stock Exchange's main market
for listed securities
NAV or Net Asset Value in relation to a share, its net asset
value on the relevant date calculated
on the basis of the relevant company's
normal accounting principles and
policies
New Ordinary Shares the new Ordinary Shares to be issued
pursuant to the Issue
Offer or Offer for Subscription the offer for subscription of Ordinary
Shares as described in the Prospectus
Offer Application Form the application form in respect of the
Offer set out at the end of the
Prospectus
Offer Price the issue price of New Ordinary Shares
under the Offer being the NAV per
Ordinary Share as at the date of issue
(after a deduction in respect of any
dividend to be paid by the Company for
which the record date is prior to the
relevant allotment date) divided by
0.945 rounded up to the nearest GBP0.001
per share
Offer Shares the New Ordinary Shares to be issued
pursuant to the Offer for Subscription
Official List the official list of the UK Listing
Authority
Ordinary Shareholders or Shareholders holders of Ordinary Shares
Ordinary Shares or Shares ordinary shares of 1p each in the
capital of the Company
Premium Listing a listing on the premium segment of the
Official List
Proposals the proposals for (i) the participation
of the Company in the LGIV Scheme
(including the issue of New Ordinary
Shares pursuant to the LGIV Scheme);
(ii) the issue of New Ordinary Shares
pursuant to the Offer; (iii) the
proposed Enhanced Share Buyback; (iv)
the proposed change of the Company's
investment policy; and (v) the proposed
cancellation of the Company's share
premium account
Prospectus the prospectus published by the Company
on 10 February 2012
Qualifying Shareholders holders of Ordinary Shares whose names
are entered on the register of members
of the Company on the Enhanced Share
Buyback Record Date other than
shareholders resident in, or citizens
of, any Restricted Jurisdictions
Register the register of members of the Company
Regulatory Information Service a regulatory information service that
is on the list of regulatory
information services maintained by the
Financial Services Authority
Restricted Jurisdictions Canada, Australia, Japan, South Africa,
the United States and any other
jurisdictions outside the United
Kingdom where either sending the
Circular, the Prospectus or issuing New
Ordinary Shares would violate the laws
of that jurisdiction
Tender Price the tender price of an Existing
Ordinary Share under the Enhanced Share
Buyback being 100 per cent. of the NAV
per Ordinary Share at the date of
calculation before taking into account
the costs and expenses of the Proposals
(rounded down to the nearest GBP0.001 per
share)
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland
UK Listing Authority the Financial Services Authority acting
in its capacity as the competent
authority for listing for the purposes
of Part VI of the Financial Services
and Markets Act 2000 (as amended)
uncertificated or in uncertificated form recorded in the register of members of
the Company as being in uncertificated
form in CREST and title to which may be
transferred by means of CREST
VAT value added tax
VCT or Venture Capital Trust a venture capital trust as defined in
section 259 of the Income Tax Act 2007
(as amended)
VCT Relief the reliefs from taxation described in
the VCT Rules
VCT Rules the legislation, rules and HMRC
interpretation and practice regulatory
the establishment and operation of
venture capital trusts
Enquiries
Steven Tuckley Beringea LLP 020 7845 7820
Douglas Armstrong Dickson Minto W.S. 020 7649 6823
Notes
A copy of the Circular and Prospectus have been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.hemscott.com/nsm.do.
This announcement is for information purposes only and does not purport to be
full or complete and any decision regarding the Proposals should be made only on
the basis of the Circular and the Prospectus.
This announcement does not constitute or form part of any offer to issue or
sell, or any solicitation of any offer to subscribe or purchase, any investment
in any jurisdiction, nor shall it (or the fact of its distribution) form the
basis of, or be relied on in connection with, any contract therefor.
The issue and the distribution of this announcement, the Circular and/or the
Prospectus in certain jurisdictions may be restricted by law and persons into
whose possession any document or other information referred to this
announcement, the Circular and/or the Prospectus comes should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Proven Health VCT Plc via Thomson Reuters ONE
[HUG#1584718]
Proven Health (LSE:PHV)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Proven Health (LSE:PHV)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
