Tender Offer and Share Offer; Outlook (0927Y)
February 24 2012 - 7:37AM
UK Regulatory
TIDMVEN2
RNS Number : 0927Y
Ventus 2 VCT PLC
24 February 2012
Ventus 2 VCT plc
24 February 2012
Tender Offer and Share Offer; Outlook
The Directors of Ventus 2 VCT plc ("the Company") are pleased to
provide an update in relation to the Company's offer of new
ordinary shares of 25p each to raise up to GBP10,000,000 ("the
Share Offer") and the Company's tender offer to purchase up to
14,000,000 ordinary shares from existing ordinary shareholders
("the Tender Offer"), both of which were announced on 3 February
2012. An ordinary shareholder participating in the Tender Offer
will be able to sell his or her ordinary shares back to the Company
at a price per share equal to the Company's net asset value ("NAV")
per ordinary share 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 share
sale to subscribe for new ordinary shares under the Share Offer.
The price per ordinary share under the Share Offer will be equal to
the Company's NAV per ordinary share most recently announced at the
time of subscription (adjusted for any dividends paid subsequent to
such announcement).
In order to have the necessary accounting reserves to complete
the Tender Offer, the Company recently cancelled the share premium
accounts of its ordinary shares and added the cancelled amount to
the existing special reserve of the ordinary share fund. At the
same time, the Company also cancelled the share premium accounts of
its "C" shares and created a special reserve for the "C" share
fund. As part of cancelling the share premium accounts and in order
to comply with section 838 of the Companies Act 2006, the Company
has filed unaudited non-statutory interim accounts dated 14
February 2012 with the Registrar of Companies. Pursuant to those
accounts, the NAV of the ordinary share fund of the Company at 14
February 2012 stood at GBP15,111,000 or 61.6p per ordinary share
(31 August 2011: GBP14,624,000 or 59.6p per ordinary share; 28
February 2011: GBP18,629,000 or 75.9p per share). The NAV of the
"C" share fund of the Company at 14 February 2012 stood at
GBP10,403,000 or 91.8p per "C" share (31 August 2011: GBP10,510,000
or 92.8p per "C" share; 28 February 2011: GBP10,468,000 or 92.4p
per "C" share).
The Company does not plan to publish a further new NAV for the
ordinary share fund between now and the closing dates of the Tender
Offer and Share Offer. If, as planned, no further new NAV for the
ordinary share fund is published, the tender price under the Tender
Offer will be 58.4p per ordinary share (equal to latest published
NAV per ordinary share as adjusted for dividends subsequently paid,
divided by 1.055, rounded up to the nearest tenth of a penny), and
the offer price under the Share Offer will be 61.6p per ordinary
share (equal to latest published NAV per ordinary share as adjusted
for dividends subsequently paid). 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 offer price for
ordinary shares acquired with proceeds of the Tender Offer will be
approximately 59.5p per share.
Since the Share Offer and Tender Offer were first announced by
the Company on 12 January 2012, the discount to NAV at which the
Company's ordinary shares have traded in the market has narrowed
from approximately 39% on 11 January 2012 to the current level of
approximately 25%.
The Company's new investment manager, Temporis Capital LLP (the
"Manager"), has now been in place for just over five months, during
which time the Ventus investment management team has been
reinvigorated and reinforced. The Directors have instructed the
Manager to focus new investment on the lower-risk end of the wind
and hydro sectors. The Manager is actively managing the portfolio,
which could create realisation opportunities and improve liquidity.
The Directors are positive about the work both completed to date
and in progress.
The Directors are committed to the Company continuing as an
investor in the renewable energy sector on a long-term basis. The
Manager is focusing on increasing NAV and the level of dividends in
both share funds. The Directors intend to consider ordinary share
repurchases if and when there is sufficient liquidity, as the
Directors consider the Company's ordinary shares to be an
attractive investment at the current levels of discount to NAV.
For the year ending 29 February 2012, the Directors anticipate
that the Company will be able to declare a final dividend of 2.0p
to 2.5p per ordinary share and a final dividend of approximately
1.0p per "C" share. On 11 January 2012, the Company paid an interim
dividend of 1.0p per "C" share. The Company did not pay an interim
dividend to ordinary shareholders
This information is provided by RNS
The company news service from the London Stock Exchange
END
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