Baronsmead VCT PLC Proposed Merger and Fundraising Intentions (4082F)
November 11 2015 - 11:00AM
UK Regulatory
TIDMBDV
RNS Number : 4082F
Baronsmead VCT PLC
11 November 2015
Baronsmead VCT plc
Proposed merger between Baronsmead VCT plc and Baronsmead VCT 2
plc (the "Companies") and Fundraising intentions
Introduction
Changes to the limits on the amount of funding which investee
companies can receive from VCTs have removed the commercial
advantage of having multiple Baronsmead VCTs. In addition, the
amount of stamp duty that would be payable as a result of a merger
has reduced significantly over the past 18 months. As a
consequence, the boards of directors of the Companies announce that
they have entered into discussions regarding a possible merger of
the Companies (the "Merger"). It is intended that the Merger will
be effected on a NAV for NAV basis by way of a scheme of
reconstruction under the Insolvency Act 1986.
Benefits to shareholders
The boards of the Companies believe that the Merger would be in
the best interests of the shareholders of both Companies for the
following reasons.
-- It would result in estimated annual costs savings for the merged company of around GBP300,000 per annum.
-- It would remove the duplication of communication with the many shareholders that are common to both Companies and
the administrative burden for them of managing multiple holdings.
-- It would create a larger merged company with net assets of approximately GBP170 million which would potentially
make it more attractive to private client wealth managers and should enhance the liquidity of the shares in the
secondary market.
In addition the Merger would significantly reduce the
administration burden of managing two separate companies at a time
when regulation is becoming increasingly complex.
The proposal
It is proposed that the merger will be effected by way of a
scheme of reconstruction and the winding up of Baronsmead VCT plc
under section 110 of the Insolvency Act 1986 (the "Scheme"). Under
the terms of the Scheme the assets of Baronsmead VCT plc would be
transferred to Baronsmead VCT 2 plc (the "Merged Company") in
exchange for the issue of new shares in the Merged Company to the
shareholders of Baronsmead VCT plc on a NAV for NAV basis.
Timing
The Boards expect to write to their respective shareholders with
further details on the terms of the proposed merger in January
2016. It is currently intended that, subject to shareholder
approval, the Merger will become effective in early February
2016.
Fundraising
Subject to shareholder approval of the Merger, it is proposed to
launch an offer for subscription that would provide the Companies'
existing shareholders with the opportunity, on a priority basis, to
subscribe for new shares in the Merged Company in the 2015/16 tax
year.
For further information, please contact:
Michael Probin Investor Relations
Livingbridge VC LLP: 020 7506 5796
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBBBATMBIBBFA
(END) Dow Jones Newswires
November 11, 2015 11:00 ET (16:00 GMT)
Baronsmead Vct (LSE:BDV)
Historical Stock Chart
From May 2024 to Jun 2024
Baronsmead Vct (LSE:BDV)
Historical Stock Chart
From Jun 2023 to Jun 2024