TIDMMAV4 TIDMMIG2 TIDMTTM
RNS Number : 2018D
Maven Income & Growth VCT 4 PLC
08 October 2018
Maven Income and Growth VCT 4 PLC ("Maven VCT 4")
Maven Income and Growth VCT 2 PLC ("Maven VCT 2")
(together the "Companies")
5 October 2018
Publication of a prospectus (the "Prospectus") and circulars
(the "Circulars") in connection with recommended proposals to merge
the Companies (to be effected pursuant to a scheme of
reconstruction (the "Scheme" or "Merger") under section 110 of the
Insolvency Act 1986)
On 13 September 2018, the boards of Maven VCT 4 and Maven VCT 2
(the "Boards") announced that they were in discussions to merge the
Companies into one company (the "Enlarged Company").
The Boards are pleased to advise that discussions have now
concluded and that the Companies have today issued the Circulars to
set out the proposals for the Merger for consideration by their
respective shareholders and a Prospectus relating to the Merger.
Each of the Companies is managed by Maven Capital Partners UK LLP
("Maven").
The Boards propose that the Merger be effected by Maven VCT 2
being placed into members' voluntary liquidation pursuant to a
scheme of reconstruction under section 110 of the Insolvency Act
1986. Shareholders should note that the Merger will be outside the
provisions of the City Code on Takeovers and Mergers. Consequently,
the Merger does not need to follow the timetable and disclosure
requirements of the Code, but does need to comply with the Listing
Rules and the Prospectus Rules which impose similar disclosure
obligations.
The Merger will be implemented on a relative NAV basis, and this
will feed into a calculation for determining the number of ordinary
shares in Maven VCT 4 to be issued to the Shareholders of Maven VCT
2 under the Merger.
Background
Maven VCT 4 was launched in 2004 with the aim of achieving long
term capital appreciation and to generate income for Shareholders.
It has been managed by the Maven team since inception, initially at
Aberdeen Asset Management plc (Aberdeen) until the senior team of
the Aberdeen private equity and VCT business led a buyout to form
Maven. Maven VCT 2 was launched in 2001 with a similar investment
mandate and has been managed by the same Maven team since 2004.
The latest unaudited published NAV of Maven VCT 4, as at 30 June
2018, was 72.31p per ordinary share and the latest unaudited
published NAV of Maven VCT 2, as at 31 July 2018, was 35.28p per
ordinary share. The table below sets out the unaudited net asset
values of the Companies and provides further detail on the
investments in their portfolios as at these respective dates.
Company Net Assets NAV per Number of Carrying NAV plus
(unaudited) ordinary venture value of cumulative
(GBP'000) share (unaudited) capital the venture dividends
(p) as at investments capital paid (p)
30 June investments
2018 (Maven (GBP'000)
VCT 4) and
31 July
2018 (Maven
VCT 2)
Maven VCT
4 41,742 72.31 67 20,723 145.91
------------- ------------------- ------------- ------------- ------------
Maven VCT
2 14,160 35.28 58 12,549 97.56
------------- ------------------- ------------- ------------- ------------
Each of the Companies has the same investment policy, with an
investment objective of achieving long term capital appreciation
and to generate income for Shareholders by investing their funds in
a broad spread of unquoted UK companies which meet the relevant
criteria for VCTs.
In September 2004, the Merger Regulations were introduced
allowing VCTs to be acquired by, or merge with, each other without
prejudicing the VCT tax reliefs obtained by their shareholders. A
number of VCTs have taken advantage of these regulations to create
larger VCTs, without the loss of VCT tax reliefs.
With the above in mind, the Boards entered into discussions to
consider a merger of the Companies to create a single, larger VCT
with the potential to deliver improved shareholder value.
The Merger
The Merger is expected to bring a number of benefits to
Shareholders including:
-- amalgamation of the Companies' portfolios, for efficient
management and administration, with the same existing investment
policy applying to the Enlarged Company's portfolio after the
Merger;
-- participation in a larger VCT with a more diversified
portfolio, thereby spreading portfolio risk; and
-- efficiencies in annual running costs for the Enlarged Company
compared to the separate companies (anticipated to save
approximately GBP200,000 p.a.).
The Scheme will, if effected, result in an Enlarged Company with
net assets of just over GBP55.9 million.
The Scheme
The mechanism by which the Merger will be completed is as
follows:
-- Maven VCT 2 will be placed into members' voluntary
liquidation pursuant to a scheme of reconstruction under section
110 of the Insolvency Act 1986; and
-- all of the assets and liabilities of Maven VCT 2 will be
transferred to Maven VCT 4 in consideration for the issue by Maven
VCT 4 of ordinary shares (the "Scheme Shares") to the Shareholders
of Maven VCT 2.
The Scheme will be completed on a relative unaudited NAV basis,
adjusted for the anticipated costs of the Scheme, and will be based
on the latest unaudited valuations of the Companies' investments.
The effect of the Scheme will be that Maven VCT 2 Shareholders will
receive Scheme Shares with effectively the same aggregate net asset
value as their Maven VCT 2 Shares.
The Scheme is conditional upon the approval by the Shareholders
of resolutions to be proposed at the general meetings of each of
the Companies, as well as other conditions set out in the
Prospectus and Circulars.
As the Companies have the same investment manager and other
common advisers, the Merger should be achievable without major cost
or disruption to the Companies and the combined portfolio of
investments. The costs of the Merger are expected to be recovered
from the anticipated costs savings within 25 months.
The aggregate anticipated cost of undertaking the Merger is
approximately GBP429,000 including VAT, legal and professional
fees, stamp duty and the costs of winding up Maven VCT 2. The
Liquidators' fees are expected to be up to GBP15,000 (plus VAT).
Maven will also be paid a merger administrative and secretarial
services fee by the Companies (for an aggregate amount of
GBP100,000) for services provided under the terms of their
investment management agreements. The costs of the Merger will be
split proportionately between the Companies by reference to their
respective net asset values as at the Scheme Calculation Date (see
the expected timetable below).
The portfolio of assets, which will be transferred from Maven
VCT 2 to Maven VCT 4 as part of the Scheme, are all considered to
be consistent with Maven VCT 4's investment policy, particularly as
both Companies have investments in predominantly the same companies
(with only ten exceptions as at the date of this announcement). The
extent of the liabilities (if any) which will be transferred from
Maven VCT 2 to Maven VCT 4 as part of the Scheme will be those
which are incurred in the ordinary course of business, and merger
costs which remain unpaid at the time of transfer. Any such
liabilities are expected to be nominal in comparison to the value
of the assets.
Maven VCT 2 Shareholders who do not vote in favour of the
resolution to be proposed at the Maven VCT 2 first General Meeting
are entitled to dissent and have their shareholding purchased by
the Liquidators at a price agreed between the dissenting Maven VCT
2 Shareholders and the Liquidators (or by arbitration), which would
be expected to be at a significant discount to the net asset value
of a Maven VCT 2 Share.
If the conditions of the Scheme are not satisfied, the Companies
will continue in their current form and the Boards will continue to
review all options available to them regarding the future of their
Companies.
Clearance has been obtained from HMRC confirming that the Scheme
meets the requirements of the Merger Regulations and, therefore,
that the implementation of the Scheme should not affect the status
of Maven VCT 4 as a VCT.
EXPECTED TIMETABLE
Expected Timetable for the Scheme
Maven VCT 4
Latest time for receipt of forms of 10.45 am on 30 October
proxy for the General Meeting 2018
General Meeting 10.45 am on 1 November
2018
----------------------------
Scheme Calculation Date After 5.00 pm on 14
November 2018
----------------------------
Scheme Effective Date for the transfer After 5.00 pm on 15
of the assets and liabilities of Maven November 2018
VCT 2 to Maven VCT 4 and the issue of
Scheme Shares
----------------------------
Announcement of the results of the Scheme After 5.00 pm on 15
November 2018
----------------------------
Admission of, and dealings in, Scheme 7.30 am on 16 November
Shares to commence 2018
----------------------------
CREST accounts credited (if applicable) 16 November 2018
----------------------------
Certificates for Scheme Shares despatched Week commencing 19 November
to Maven VCT 2 Shareholders 2018
----------------------------
Maven VCT 2
Latest time for receipt of forms of 10.30 am on 30 October
proxy for the Maven VCT 2 First General 2018
Meeting
Maven VCT 2 First General Meeting 10.30 am on 1 November
2018
------------------------
Latest time for receipt of forms of 10.30 am on 13 November
proxy for the Maven VCT 2 Second General 2018
Meeting
------------------------
Final expected date of trading of the 14 November 2018
Maven VCT 2 Shares
------------------------
Scheme Record Date for Maven VCT 2 Shareholders' 5.00 pm on 14 November
entitlements under the Scheme 2018
------------------------
Scheme Calculation Date After 5.00 pm on 14
November 2018
------------------------
Dealings in Maven VCT 2 Shares suspended* 7.30 am on 15 November
2018
------------------------
Maven VCT 2 register of members closed 7.30 am on 15 November
2018
------------------------
Maven VCT 2 Second General Meeting 10.30 am on 15 November
2018
------------------------
Scheme Effective Date for the transfer After 5.00 pm on 15
of the assets and liabilities of Maven November 2018
VCT 2 to Maven VCT 4 and the issue of
Scheme Shares
------------------------
Announcement of the results of the Scheme After 5.00 pm on 15
November 2018
------------------------
Cancellation of the Maven VCT 2 Shares' 7.30 am on 16 November
listing 2018
------------------------
* The final expected date of trading of the Maven VCT 2 Shares
will be 14 November 2018. See the timetable for Maven VCT 4 with
regard to admission, CREST accounts being credited and certificates
being despatched in respect of the Scheme Shares.
Copies of the Prospectus and Circulars are available from Maven
Capital Partners UK LLP at Kintyre House, 205 West George Street,
Glasgow G2 2LW.
In accordance with the Listing Rules, the Prospectus and
Circular have been submitted to the National Storage Mechanism and
will shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM.
Downloadable versions of the Prospectus and Circular will also
be available from the each of the Companies' websites:
http://www.mavencp.com/migvct2 and
http://www.mavencp.com/migvct4.
Any enquiries in respect of the Merger should be directed
to:
Maven Capital Partners UK LLP
Telephone: 0141 306 7400
E-mail: enquiries@mavencp.com
Maven Capital Partners UK LLP
Secretary
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contact rns@lseg.com or visit www.rns.com.
END
STRUNAARWWARRAA
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October 08, 2018 02:00 ET (06:00 GMT)
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