Octopus Titan VCT 3 Publication Of Circular
May 07 2013 - 3:53AM
UK Regulatory
TIDMOTV3 TIDMOTV2 TIDMOTV1
Octopus Titan VCT 1 Plc
Octopus Titan VCT 2 Plc
Octopus Titan VCT 3 Plc
Together "the Companies"
Publication of Circular
The Companies are pleased to announce the release of a circular (the
"Circular") to their shareholders (the "Shareholders") which explains
the background to and gives details of the proposals by the Companies to
dispose of investments in certain investee companies (the "Sale
Proposals"), and includes notices of a general meeting (the "General
Meetings"), to be held on 3 June 2013, for each of the Companies to seek
Shareholder approval of the Sale Proposals as required under the Listing
Rules.
The Companies have been presented with an opportunity to partially
realise their investment in a number of portfolio companies (Zoopla
Property Group Limited, Nature Delivered Limited, Secret Escapes Limited
and Calastone Limited) (the "Portfolio Companies") by the sale of their
interests in the Portfolio Companies to Octopus Zenith LP ("Zenith"), a
new fund. Part of the cash generated by the Sale Proposals will be
distributed to Shareholders through future dividends, part will be used
to fund new and follow-on investments and part will be used to finance
future share buy-backs.
The Sale Proposals are structured so that the Companies will have an
interest in Zenith and so will retain an investment in the Portfolio
Companies, allowing them to participate in any future increase in their
value. Additionally, the Portfolio Companies will benefit from further
capital investment from Zenith which will be funded by new investors
(the "New Investors") and the Companies will also benefit from an
enhanced return once certain return levels have been achieved by the New
Investors. Most importantly, the Sale Proposals will safeguard the
Companies' VCT qualifying status, which is otherwise at risk, thereby
ensuring that Shareholders' tax reliefs are retained.
The Directors of the Companies consider it important that the
realisation of their interests in the Portfolio Companies by the
Companies under the Sale Proposals is at the appropriate valuation. An
independent valuation has, therefore, been undertaken which have
confirmed that the Portfolio Companies are being sold on terms that are
fair and reasonable. Accordingly, there will be no detrimental impact on
the NAVs of the Companies immediately following the completion of the
Sale Proposals.
Zenith will be managed by Octopus Investments Limited ("Octopus"), the
Companies' current fund manager. The intended life of Zenith is five
years and the investment period for follow-on investments by Zenith into
the Portfolio Companies will be two years.
Details of the Sale Proposals are contained in the Circular and are
conditional upon their approval by the Shareholders at each of the
General Meetings and upon confirmation from HMRC or
PricewaterhouseCoopers LLP that the Sale Proposals will not adversely
affect the VCT status of the Companies. The existing terms of the
investment management arrangements between Octopus and each of the
Companies will be unchanged following completion of the Sale Proposals.
A copy of the Circular, including the notices of the General Meetings,
will shortly be available for inspection on both the Company's website
(www.octopusinvestments.com) as well as at the National Storage
Mechanism (www.morningstar.co.uk/uk/NSM).
For further information please contact:
Patricia Standaloft
Company Secretary
0207 710 6471
This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: Octopus Titan VCT 3 PLC via Thomson Reuters ONE
HUG#1699877
http://www.octopusinvestments.com
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