Share Offer and Tender Offer (4649V)
January 12 2012 - 6:54AM
UK Regulatory
TIDMVEN2
RNS Number : 4649V
Ventus 2 VCT PLC
12 January 2012
Ventus 2 VCT plc
12 January 2012
Share Offer and Tender Offer
The Directors of Ventus VCT plc ("the Company") are pleased to
announce their intention to have the Company raise up to
GBP10,000,000 by way of an issue of new ordinary shares ("the Share
Offer"). In connection with the Share Offer, the Company will be
proposing to undertake a tender offer to purchase up to 12,000,000
ordinary shares from existing ordinary shareholders ("the Tender
Offer"). The Company, jointly with Ventus VCT plc, will publish a
prospectus relating to the Share Offer and a circular relating to
the Tender Offer. The circular will set out resolutions to be
proposed at a general meeting of the Company to approve the Share
Offer and Tender Offer, as well as a proposal to extend the life of
the Company from 2014 and 2018. The prospectus and circular are
both currently under review by the UKLA and are expected to be
approved and available for public distribution in late January or
early February 2012.
The Share Offer will be for up to GBP10,000,000 of new ordinary
shares at a price equal to the Company's unaudited net asset value
per ordinary share most recently announced to the London Stock
Exchange, plus 5% to allow for issue costs. The Share Offer will be
open to existing ordinary shareholders of the Company as well as to
new investors. The Tender Offer, for up to 12,000,000 ordinary
shares, will enable an existing ordinary shareholder to sell his or
her ordinary shares back to the Company at a price per share equal
to the Company's unaudited net asset value per ordinary share most
recently announced to the London Stock Exchange, subject to the
ordinary shareholder applying the full proceeds of his or her share
sale to subscribe for new ordinary shares under the Share Offer. An
ordinary shareholder who participates in the Tender Offer will be
given additional ordinary shares in the Company equal to 3% of the
amount subscribed with proceeds from the Tender Offer, such that
the net issue costs borne by an existing ordinary shareholder who
participates in the Share Offer and the Tender Offer will be
approximately 2% of the unaudited net asset value of the shares
tendered. An ordinary shareholder participating in the Tender Offer
will also be entitled to subscribe for new ordinary shares in
addition to the new ordinary shares acquired with his or her
proceeds from the Tender Offer, with such additional ordinary
shares being priced at the Company's unaudited net asset value per
ordinary share plus 5%.
Ordinary shareholders who sell their ordinary shares back to the
Company will be subscribing for new ordinary shares which will
carry relief from income tax of up to 30%, but which will also
carry the requirement to hold the new ordinary shares for five
years from the date of subscription. The Company has obtained
confirmation from HMRC that individuals who subscribe for ordinary
shares in the Share Offer will, subject to their personal
circumstances, be eligible for the 30% income tax relief on the
amount subscribed for the new shares, whether as new investors or
as existing ordinary shareholders participating in the Tender
Offer. Ordinary shareholders who acquired their shares in the
Company's ordinary share top-up offer in 2009 should be aware that
they would forfeit their tax relief from the original purchase of
the ordinary shares if they were to participate in the Tender
Offer. The Tender Offer will not be applicable to the Company's "C"
Shareholders.
The Directors believe that the proposed Share Offer and Tender
Offer will be in the best interests of the Company as new ordinary
shares issued under the Share Offer will serve to re-establish the
long-term nature of the Company's funding. The Directors further
believe that the Tender Offer should have the effect of reducing
the discount to NAV at which the Company's ordinary shares trade in
the market.
A further announcement will be made when the prospectus in
respect of the Share Offer and the circular in respect of the
Tender Offer have been approved by the UKLA and are available for
public distribution.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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