Share Offer and Tender Offer (7956W)
February 03 2012 - 10:04AM
UK Regulatory
TIDMVEN2
RNS Number : 7956W
Ventus 2 VCT PLC
03 February 2012
Ventus 2 VCT plc
3 February 2012
Announcement of Share Offer and Tender Offer
The Directors of Ventus 2 VCT plc ("the Company") are pleased to
announce the launch today of an offer of new ordinary shares of 25p
each to raise up to GBP10,000,000 ("the Share Offer"). The Company
is also launching today a tender offer to purchase up to 14,000,000
ordinary shares from existing ordinary shareholders ("the Tender
Offer"). Ordinary shareholders should note that the pricing
mechanisms for the Share Offer and the Tender Offer, as well as the
number of ordinary shares being tendered for under the Tender
Offer, have been amended from what was stated in the Company's RNS
announcement dated 12 January 2012.
The Share Offer is for up to GBP10,000,000 of new ordinary
shares at a price per ordinary share equal to the net asset value
most recently announced to the London Stock Exchange immediately
prior to the issue of ordinary shares (adjusted for any dividends
paid subsequent to such announcement). The Share Offer is open to
existing ordinary shareholders of the Company as well as to new
investors. The Tender Offer, for up to 14,000,000 ordinary shares,
enables an existing ordinary shareholder to sell his or her
ordinary shares back to the Company at a price per ordinary share
equal to the net asset value most recently announced to the London
Stock Exchange at the time of purchase (adjusted for any dividends
paid subsequent to such announcement), divided by 1.055 to allow
for costs, rounded up the nearest tenth of a penny, subject to the
ordinary shareholder applying the full proceeds of his or her
ordinary 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 3.5% 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 Tender Offer
will be approximately 1.9%. 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 net asset
value most recently announced to the London Stock Exchange
immediately prior to the issue of ordinary shares (adjusted for any
dividends paid subsequent to such announcement).
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 be held for five years from the date of
subscription. Ordinary shareholders who sell the new ordinary
shares earlier than this time (except in the event of death) will
have to repay some or all of the 30% income tax relief. Income tax
relief on subscription is subject to an investor's personal
circumstances and is limited to an amount which reduces the
investor's income tax liability to nil. The Company has obtained
confirmation from HM Revenue & Customs that individuals who
purchase ordinary shares in the Share Offer will, subject to their
personal circumstances, be eligible for the 30% income tax relief
on new ordinary shares, whether as new investors or as existing
ordinary shareholders participating in the Tender Offer. Existing
ordinary shareholders who subscribed for ordinary shares in the
Company's ordinary share top-up offer in 2009 should be aware that
they would forfeit their income tax relief from the original
purchase of the ordinary shares if they were to tender ordinary
shares subscribed for in the 2009 top-up offer. The Tender Offer is
not applicable to the Company's "C" Shareholders.
Completed application forms under the Tender Offer may be
submitted at any time until 1.00pm on 26 March 2012 by holders of
ordinary shares on the record date of 19 March 2012. Completed
application forms under the Share Offer (to subscribe for ordinary
shares other than with proceeds of ordinary shares sold under the
Tender Offer) may be submitted at any time until 1.00pm on 3 April
2012. Applications will not be accepted and new ordinary shares
will not be allotted until the requisite resolutions to be proposed
at a General Meeting of the Company to be held on 8 March 2012 are
passed. If applications under the Tender Offer exceed 14,000,000
ordinary shares, participating ordinary shareholders will be scaled
back on a pro-rata basis. Applications to participate in the Share
Offer will be treated on a first come first, served basis, subject
to availability after all applications pursuant to the Tender Offer
have been satisfied.
The details of the Share Offer are set out in a prospectus
published jointly with Ventus VCT plc. The details of the Tender
Offer are set out in a circular, published jointly with Ventus VCT
plc, which sets out resolutions to be proposed at a general meeting
of the Company to be held on 8 March 2012 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 Share Offer prospectus and the Tender Offer circular, as
well as the Share Offer and Tender Offer application forms, will be
available until the Share Offer and Tender Offer close from:
The City Partnership (UK) Limited, Thistle House, 21 Thistle
Street, Edinburgh EH2 1DF
RAM Capital Partners LLP, 74 Chancery Lane, London, WC2A 1AD
The Company's website at www.ventusvct.com
A copy of the Share Offer prospectus and Tender Offer circular
will shortly be submitted to the National Storage Mechanism and
will be available to the public for viewing online at the following
web site address:
http://www.hemscott.com/nsm.do.
Enquiries should be directed to Doreen Nic at The City
Partnership (UK) Limited on 0131 243 7215.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFIEFVIVIIF
Ventus 2 Vct (LSE:VEN2)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ventus 2 Vct (LSE:VEN2)
Historical Stock Chart
From Jul 2023 to Jul 2024