Oxford Tech 2 VCT Statement Re: Proposed New Class Of Shares
14 January 2019 - 6:00PM
UK Regulatory
TIDMOXH
Oxford Technology 2 VCT Plc ("The Company" or "OT2")
Termination of discussions with Chelverton
On 22 October 2018 the Board of OT2 issued a circular to shareholders
("Circular") announcing that, subject to their approval, it was intended
to launch an offer for a new class of B shares and appoint Chelverton
Asset Management Limited ("Chelverton") to manage this class of shares.
The Circular gave detailed reasons for the offer and the jointly agreed
changes that would be forthcoming.
At a General Meeting on 19 November 2018 shareholders overwhelmingly
voted to approve all the resolutions that would give rise to these
proposed changes. The proposed offer was also subject to the issue of a
prospectus and the proposed offer raising a minimum level of new
subscriptions. As of last week, the existing draft prospectus to
implement the offer was in the process of being finalised by both
Chelverton and OT2; HM Revenue & Customs had also given the Company
conditional assurance that the B Shares would constitute eligible shares
for the purposes of section 273 ITA and that the Company would maintain
its approval as a VCT.
It was therefore with some surprise that your Board received
notification from Chelverton on 11 January 2019 that they had
unilaterally decided not to proceed with the offer.
The Board of OT2 therefore regrets to announce to shareholders that
discussions with Chelverton regarding their planned appointment as
investment manager of OT2 and the launch of an offer for subscription
for new B shares have been formally terminated. The proposed offer for
subscription for a new class of B shares will therefore not proceed at
this time.
Your Board had taken care to ensure that any Circular and prospectus
costs were borne by Chelverton alone. There are no termination costs.
The Company has incurred some minor costs in taking advice on,
negotiating and preparing for the proposed transaction. These costs
amount to around GBP15,000 (less than 0.3p per share). These costs
include an aggregate amount of GBP10,000 to be paid to two of its
directors for work substantially above that envisaged under their
existing letters of appointment. Richard Roth, Chairman of the Company
is to receive a sum of GBP8,000 and Alex Starling GBP2,000. The final
board decision on the payment excluded those directors benefitting from
the payment. The payment to Richard Roth constitutes a smaller related
party transaction under Listing Rule 11.1.10R.
As previously explained in the Circular, your Board remains convinced
that expanding the asset base of the Company by raising funds with a new
manager remains an attractive course of action for OT2's shareholders,
and therefore will continue to pursue other such opportunities to
achieve this goal.
We will make further announcements as and when appropriate, although
there is no certainty that such an opportunity will be found.
Enquiries:
Lucius Cary, Oxford Technology Management
01865 784466
(END) Dow Jones Newswires
January 14, 2019 02:00 ET (07:00 GMT)
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