Calculus VCT PLC Statement re Recommended Proposals for Merger (3908I)
June 19 2017 - 2:00AM
UK Regulatory
TIDMCLC TIDMNEP TIDMTTM
RNS Number : 3908I
Calculus VCT PLC
19 June 2017
CALCULUS VCT PLC - Recommended Proposals for Merger and Offer to
subscribe for up to GBP5m with an over-allotment option of up to a
further GBP5m
19 June 2017
CALCULUS VCT PLC ("The Company")
NEPTUNE-CALCULUS INCOME AND GROWTH VCT PLC ("Neptune VCT")
(Together the "Companies")
TIDM: CLC, CLCC, CLCD and CLCN
RECOMMENDED PROPOSALS FOR MERGER WITH NEPTUNE VCT AND OFFER TO
SUBSCRIBE FOR UP TO GBP5M WITH AN OVER ALLOTMENT OPTION OF UP TO A
FURTHER GBP5M
SUMMARY
Your Board is pleased to announce that it has agreed in
principle with the board of Neptune VCT to merge with the Company
(the "Merger") on a relative net asset basis. Each of the Companies
is managed by Calculus Capital Limited ("Calculus Capital").
Your board believes there will be significant benefits for all
Shareholders arising from the proposed merger with the Neptune VCT
which are set out below. The merger, which will follow the
methodology used in the majority of VCT mergers, will be effected
by means of placing Neptune VCT into members' voluntary liquidation
pursuant to Section 110 of IA 1986 and the acquisition by the
Company of all of Neptune VCT's assets and liabilities in
consideration for the issue of Consideration Shares, forming an
enlarged VCT (the "Enlarged Company").
The Merger will be conditional upon certain conditions being
satisfied which will be set out in the circulars to be posted in
due course to the Companies' respective shareholders together with
a prospectus in connection with the Merger (the "Prospectus").
Conditional upon the Merger being effected, the Company intends
to seek further investment of up to GBP5 million to be allotted in
the 2017/18 and 2018/19 tax years with an over-allotment option of
up to a further GBP5 million (the "Offer").
If the Merger is effected, the Company should have increased net
assets to in excess of GBP10 million, prior to any shares being
issued in the Offer. This is net of dividends paid to date to the
Ordinary and C shares of 84.05p pence and 73.10p pence per share,
respectively.
BENEFITS ANTICIPATED FROM THE MERGER
The Merger should result in the following benefits for
Shareholders:
-- a reduction in the expected annual running costs for
Shareholders due to operational expenses being spread over a larger
base;
-- a larger pool of distributable reserves to support future dividend payments;
-- the opportunity for future buy backs, particularly for
Shareholders who have held their shares for more than 5 years;
and
-- exposure to a more diversified portfolio.
Additional attractive features of the Merger include:
-- the Company's venture capital investment manager, Calculus
Capital has agreed to contribute 33% of the costs of the Merger,
meaning that the costs will be split evenly between Calculus
Capital, the Company and Neptune VCT;
-- no impact on the tax position of Shareholders, and
-- existing VCT tax reliefs carry over and attach to the
post-Merger shares for Shareholders and shareholders in Neptune
VCT.
A reduction in the expected annual running costs
Subject to the Merger taking place, Calculus Capital has agreed
to increase its potential contribution to the running costs of the
Company by reducing the cost cap (excluding irrecoverable VAT,
annual trail commission and performance incentive fees) from 3% of
the gross amount raised under the ordinary and C Share offers and
3.4% of the gross amount raised under the D Share offers to 3% of
the net assets of the Enlarged Company at each financial year
end.
THE COMPANY BOARD
It is proposed that, if the Merger is approved, the Board of the
Company should be:
-- Michael O'Higgins;
-- Arthur John Glencross;
-- Kate Cornish-Bowden;
-- Steven Meeks; and
-- Diane Seymour-Williams.
TIMETABLE
It was announced in the Company's Report and Accounts on 12 May
2017, that the merger of the Company's Ordinary, C and D Share
classes was expected to take place on a date as soon as possible
after 30 May 2017 when HMRC clearance for the share class merger is
received. HMRC clearance is expected imminently and it is expected
that that the share class merger will take place as soon as
possible thereafter.
Following the merger of the share classes, it is expected that
shareholder circulars seeking approval for the Merger and other
related matters, together with the Prospectus, will be posted to
the shareholders of the Company and Neptune VCT as soon as possible
thereafter.
Subject to shareholders' approvals, it is expected that the
Merger of the Companies can be completed within 6 weeks of the date
of posting.
Calculus Capital Limited
Company Secretary
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRMMGMVVVGGNZM
(END) Dow Jones Newswires
June 19, 2017 02:00 ET (06:00 GMT)
Calculus Vct (LSE:CLC)
Historical Stock Chart
From Apr 2024 to May 2024
Calculus Vct (LSE:CLC)
Historical Stock Chart
From May 2023 to May 2024