Rensburg AIM VCT Plc Agreed proposals with Unicorn AIM VCT plc (4146T)
18 July 2015 - 12:00AM
UK Regulatory
TIDMRSB
RNS Number : 4146T
Rensburg AIM VCT Plc
17 July 2015
RENSBURG AIM VCT PLC
Agreed proposals with Unicorn AIM VCT PLC
17 July 2015
The Board of directors (the Board) of Rensburg Aim VCT plc
(RAVCT) announces that it has, subject to shareholder approval,
HMRC approval and regulatory consents, agreed proposals with
Unicorn AIM VCT plc (UAVCT) for a scheme of reconstruction (the
Scheme) whereby, following a tender offer by RAVCT to its
shareholders of up to approximately GBP5 million (the Tender
Offer), the remaining assets and liabilities of RAVCT will be
transferred to UAVCT in exchange for new ordinary shares to be
issued by UAVCT. The principal terms of the proposals are set out
below.
The Board is recommending these proposals as they satisfy the
majority of the requirements it had set itself for protecting the
interests of RAVCT shareholders and believes that the proposed
Tender Offer and the Scheme will maximise shareholder value. The
costs of the Tender Offer, which will precede the Scheme will be
met by RAVCT, whilst the costs of implementing the Scheme will, if
the Scheme proceeds to completion, be met by Unicorn Asset
Management Ltd (UAM), the manager of UAVCT. The other principal
features of the proposals are:
-- Shareholders will be able to continue to hold an investment
in an AIM-focussed VCT; this is a preference expressed by a large
number of shareholders in the survey conducted last year by the
Board of RAVCT, the results of which were reported in the Report
and Financial Statements 2014.
-- UAVCT is the largest AIM VCT in the market and with an
excellent performance record, according to Association of
Investment Companies (AIC) statistics.
-- UAVCT has a progressive dividend policy and shareholders in
RAVCT who accept the shares to be issued by UAVCT will be entitled
to any final dividend payable by this company.
-- Up to the limit of approximately GBP5 million, those
shareholders wishing to realise their investment in RAVCT have the
opportunity to do so under the Tender Offer at minimal discount to
Net Asset Value (NAV).
-- UAM has agreed to pay all the costs of implementing the
proposals which would have otherwise fallen on RAVCT and UAVCT,
except for the costs of the Tender Offer itself and any termination
payment due to Investec Wealth & Investment Ltd (IW&I), the
managers of RAVCT which will be paid by RAVCT. The costs to be
borne by RAVCT of implementing the proposals therefore compare
favourably with the costs which would have been incurred in a
winding up.
The proposals involve two steps.
First, prior to the Scheme being implemented, RAVCT will make
the Tender Offer to its shareholders up to a maximum amount of
approximately GBP5 million in cash. The Tender Offer price will be
set at the then current NAV per share (with minimal discount), such
that RAVCT shareholders who wish to receive cash for their holdings
of RAVCT shares, up to the maximum limit of the Tender Offer, can
do so.
Second, RAVCT shareholders who do not tender their shares, or
whose applications are scaled back in the Tender Offer (in the
event it is over subscribed) will, pursuant to the Scheme, receive
new ordinary shares in UAVCT on the basis of the relative NAV per
share of the two VCTs as calculated shortly prior to the Scheme
taking effect.
In addition, the board of UAVCT has confirmed that those RAVCT
shareholders who elect not to tender their RAVCT shares pursuant to
the Tender Offer, and who will therefore receive UAVCT shares
pursuant to the Scheme, will be entitled to any final dividend on
the UAVCT shares they receive. This dividend is normally declared
in December in each year and paid in the February which follows.
For the year ended 30 September 2014 the final dividend paid by
UAVCT was 6.00 pence per UAVCT share. However, there can be no
certainty that a final dividend on UAVCT shares will be proposed in
respect of the financial year ending 30 September 2015.
The Directors believe, subject to receiving HMRC confirmation on
this point, that RAVCT shareholders receiving UAVCT shares through
the Scheme should not lose any of the tax reliefs to which they are
currently entitled, including any CGT deferral relief.
UAVCT has a strong record over the past few years and is rated
by the AIC as one of the best performing AIM VCTs over one, three
and five years in terms of both NAV and share price
performance.
On 3 March 2015 the Board announced a proposal to wind up the
Company through the mechanism of a members' voluntary liquidation.
The principal reasons for that proposal were set out in that
announcement, and in subsequent announcements. Following the
announcement of the winding up proposal, the Board received
approaches, a number of which the Board believes would result in
better value for RAVCT shareholders generally as compared with both
a winding up and any other proposals previously received by the
Board. The Board considers the proposals from UAVCT to be the best
of those which have been received and, accordingly, the UAVCT
proposals will be unanimously recommended by the Board when the
formal documents (which will convene general meetings of RAVCT
shareholders to consider the proposals) are issued to shareholders
in due course. The winding up proposal is therefore now withdrawn
subject to the Tender Offer and the Scheme being implemented in due
course.
As stated above, the Scheme will be implemented as a scheme of
reconstruction under section 110 of the Insolvency Act, whereby the
Company will be placed in members' voluntary liquidation and the
assets and liabilities of the Company transferred to UAVCT. The
Scheme should therefore be outside the provisions of the City Code
on Takeovers and Mergers.
For further information please contact:
Barry Anysz (0113 245 4488)
Director
Rensburg Aim VCT plc
This information is provided by RNS
The company news service from the London Stock Exchange
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