Proven Health VCT Plc : Merger Update
16 Março 2012 - 12:21PM
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
16 MARCH 2012
ISSUE OF NEW ORDINARY SHARES IN CONNECTION WITH THE RECONSTRUCTION AND WINDING
UP OF LONGBOW GROWTH AND INCOME VCT PLC
The Board of ProVen Health VCT plc (the "Company") refers to the circular and
prospectus published by the Company on 10 February 2012 in connection with inter
alia the participation of the Company in the proposed scheme for the
reconstruction and winding up of Longbow Growth and Income VCT plc ("LGIV").
The Board is pleased to announce that, following the passing of the resolutions
at the general meeting of Longbow Growth and Income VCT plc earlier today, the
Company will acquire the net assets of LGIV in consideration for the issue of
New Ordinary Shares to LGIV Shareholders.
The number of New Ordinary Shares to be issued to LGIV Shareholders under the
LGIV Scheme is 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
were calculated as at 5.00 p.m. on 13 March 2012. The FAV per Ordinary Share
was 43.30 pence and the FAV per LGIV Share was 88.92 pence. Accordingly, LGIV
Shareholders will receive approximately 2.05 New Ordinary shares for every LGIV
Share held by them and 2,150,872 New Ordinary Shares in aggregate will be issued
to LGIV Shareholders.
Applications have been made for the New Ordinary Shares to be issued pursuant to
the LGIV Scheme 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 Admission will occur and
dealings will commence in the New Ordinary Shares to be issued pursuant to the
LGIV Scheme at 8.00 a.m. on 19 March 2012.
Total voting rights
Each Ordinary Share has one voting right. Following the issue of New Ordinary
Shares pursuant to the LGIV Scheme, the Company will have 21,406,157 Ordinary
Shares in issue. No Ordinary Shares are held by the Company in treasury. The
total number of voting rights in the Company will therefore be 21,406,157 and
this figure may be used by Ordinary Shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Disclosure
and Transparency Rules.
Notification of transaction by a Director
Peter Arthur, a Director, held 25,200 LGIV Shares and will receive 51,750 New
Ordinary Shares pursuant to the LGIV Scheme at an issue price of 43.30 pence per
share. Following the issue of these New Ordinary Shares, Peter Arthur will hold
71,257 Ordinary Shares carrying 0.33 per cent. of the total voting rights. This
information is disclosed in accordance with the requirements of Disclosure and
Transparency Rule 3.1.4R.
Definitions
Terms defined in the circular published by the Company on 10 February 2012 have
the same meanings in this announcement unless the context requires otherwise.
Further information
For further information please contact.
Steven Tuckley Beringea LLP 020 7845 7820
Douglas Armstrong Dickson Minto W.S. 020 7649 6823
Notes
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#1594741]
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