Pembroke VCT PLC Publication of Prospectus and Circular (2011Y)
02 December 2017 - 3:30AM
UK Regulatory
TIDMPEMV TIDMPEMB
RNS Number : 2011Y
Pembroke VCT PLC
01 December 2017
1 December 2017
Pembroke VCT plc
Publication of Prospectus and Circular
Pembroke VCT plc (the "Company") has today published a
prospectus (the "Prospectus") in relation to the offer for
subscription of up to GBP20 million of B Ordinary Shares of 1p each
in the capital of the Company with an over-allotment facility for
up to a further GBP10 million of B Ordinary Shares (the
"Offer").
The Company has also today published a circular (the "Circular")
convening a shareholder general meeting (the "General Meeting") to
be held at 3 Cadogan Gate, London SW1X 0AS at 11.00am on 8 January
2018 at which resolutions will be put to Shareholders to approve
the issue of further shares in the Company (under the Offer and
otherwise) and the cancellation of the share premium account of the
Company.
Copies of the Circular and Prospectus are available from Tamara
Warren at Oakley Investment Managers LLP (020 7766 2836).
Subject to shareholder approval at the General Meeting, the
offer of further B Ordinary Shares is expected to become
unconditional with effect from 8 January 2018 (the date of the
General Meeting) and will close not later than 12.00pm on 5 April
2018 in respect of the 2017/2018 Offer and not later than 5.00pm on
29 June 2018 in respect of the 2018/2019 Offer, or as soon as the
Offer is fully subscribed. The closing date of the Offer, and the
deadline for receipt of applications for the final allotment with
respect to the 2018/19 Offer, may be extended by the Directors at
their absolute discretion to a date no later than 30 November
2018.
Application has been made for the admission of the further B
Ordinary Shares to be issued under the Offer to listing on the
premium section of the UKLA's Official List and to trading on the
main market of the London Stock Exchange. It is expected that new B
Ordinary Shares will be issued throughout the period of the Offer
until it closes.
Pursuant to an offer agreement dated 1 December 2017 relating to
the Offer between, among others, the Company and Oakley Capital
Limited ("Oakley"), Oakley, as co-promoter of the Offer, will
receive a commission of up to 5.5% of accepted applications. As
Oakley is an associate of one of the directors of the Company and,
therefore, a related party of the Company under the Listing Rules,
the payment of such commission by the Company to Oakley is a
transaction to which Listing Rule 11.1.10R applies.
Pursuant to a Deed of Variation dated 1 December 2017 the terms
of the Investment Management Agreement with the Company's
investment manager, Oakley Investment Managers LLP ("OIM") was
varied so as to provide for a revised definition of Annual Running
Costs. OIM, as the Company's investment manager, is a related party
of the Company under the Listing Rules and, accordingly, this is a
transaction to which Listing Rule 11.1.10R applies.
The B Ordinary Share class was launched in October 2014, and to
date the Company has invested GBP14 million from its B Ordinary
Share pool in 27 companies (of which 26 remain active
investments).
A copy of the Prospectus is available, free of charge, from the
registered office of the Company at 3 Cadogan Gate, London, SW1X
0AS.
Copies of the Prospectus and the Circular will be submitted to
the National Storage Mechanism and will shortly be available for
viewing online at the following website:
http://www.morningstar.co.uk/uk/NSM
For further information, please contact:
Pembroke VCT plc
020 7766 6900
Peter Dubens
Oakley Investment Managers LLP (Manager)
020 7766 6900
Andrew Wolfson / Simon Male
Kin Capital Limited, Co-promoter to the Offer
0203 743 3100 / 0203 743 3122
Richard Hoskins / Tom Hopkins
The City Partnership (UK) Limited (Company Secretary)
0131 510 7465
Doreen Nic
Cornerstone Communications
07917 080 365
Richard Acworth
This information is provided by RNS
The company news service from the London Stock Exchange
END
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