Core VCT V PLC Statement Re Recommended Proposals Relating To The Winding-up Of Each Of The Companies And Unaudited Net Asset...
2015年3月11日 - 1:02AM
ＲＮＳを含む英国規制内ニュース （英語）
TIDMCR5
CORE VCT PLC
CORE VCT IV PLC
CORE VCT V PLC
10 MARCH 2015
RECOMMENDED PROPOSALS RELATING TO THE WINDING-UP OF EACH OF THE
COMPANIES AND UNAUDITED NET ASSET VALUES AS AT 31 DECEMBER 2014
The Proposals
Each of Core VCT plc ("Core VCT"), Core VCT IV plc ("Core VCT IV") and
Core VCT V plc ("Core VCT V") (each a "Company" and together the
"Companies") intend to put to shareholders a proposal for the solvent
winding-up of each Company in order to facilitate the return of capital
whilst ensuring the preservation of its VCT taxation status. Details of
the proposals (and further background to the realisation programme in
relation to the Companies' investments) are contained in a joint
circular issued by the Companies dated 10 March 2015 (the "Circular").
The Circular explains the proposals for the winding-up of each Company,
the actions which are required for their implementation and convenes a
shareholders' meeting of each Company to approve the winding-up. The
relevant Resolutions, as set out in the relevant notice of general
meeting (contained in the Circular), will be put to the general meeting
convened for Core VCT at 10.00 am on 16 April 2015, for Core VCT IV at
10.15 am on 16 April 2015 and for Core VCT V at 10.30 am on 16 April
2015.
Each Company was founded on the basis that capital would be returned to
shareholders. The directors of each Company have concluded that they
are in a position to recommend to shareholders a voluntary winding-up of
their respective Company. If the Proposals are approved, this should
result in the following:
- the payment of the following initial distributions to ordinary
shareholders (representing a return of capital on their shares),
currently expected to be paid on or around 15 May 2015:
Distribution to Ordinary Shareholders (pence)
Core VCT 35
Core VCT IV 25
Core VCT V 25
- the assurance of the maintenance of VCT status of each Company in
accordance with VCT Rules so that the payment of any return of capital
resulting from the liquidation during the three year period following
the passing of the relevant resolutions will (subject to conditions)
continue to be tax free in the hands of shareholders;- the cancellation
of the listings of the shares of the Companies on the Official List,
whereupon the shares will cease to trade on the London Stock Exchange; -
the appointment of Mark Fry and Neil Mather of Begbies Traynor (Central)
LLP as joint liquidators by each of the Companies, who will assume all
decision taking responsibilities for each Company (subject to the
continuing role of the Manager (Core Capital Partners LLP) for
investments and realisation proposals); and- reduced annual running
costs for each Company for the duration of their winding-up.
Unaudited Net Asset Value as at 31 December 2014
The Companies today also announce their unaudited NAVs for their
ordinary shares as at 31 December 2014.
Core VCT Core VCT IV Core VCT V
(pence) (pence) (pence)
Unaudited NAV as at 31 December 2014 82.38 57.43 60.57
As at 31 December 2014, for the holders of B Shares to receive any
distributions on their B Shares the shareholders in Core VCT holding
ordinary shares must receive 86.57p per ordinary share. Currently, total
cumulative distributions are approximately 55.42p per ordinary share
short of the required threshold. Hence, no value other than the capital
contributed of 0.01 pence per share has been attributed to the B Shares.
Therefore, a NAV of 0.01p per share has been attributed to the B Shares
of Core VCT.
The table below reconciles the above NAVs to the unaudited NAVs reported
by the Companies in their respective interim management statements for
the quarter to 30 September 2014.
Core VCT Core VCT IV Core VCT V
(pence) (pence) (pence)
Unaudited NAV as at 30 September 2014* 85.02 63.51 66.65
Valuation Movements:
Increase in Core Capital I LP ("Core LP") 0.31 0.16 0.16
Decrease in Allied International Holdings
Limited (1.40) (3.51) (3.46)
Increase in Camwatch Limited - 4.59 4.53
Decrease in Cording Real Estate Group
Limited (1.27) - -
Dividends
Dividends paid (revenue) - (5.0) (5.0)
Expenses
Net operating costs (0.27) (0.83) (0.83)
Corporation tax - (1.49) (1.48)
Unaudited NAV as at 31 December 2014* 82.39 57.43 60.57
* The NAV per ordinary share for Core VCT includes 0.01p per share
attributed to the B Shares.
Shareholders should note that the NAV information presented in the table
above has not been audited and the final realisation of the remaining
investments may be different from the values taken into account in the
above tables. A provision has been included within the operating costs
stated for each Company above for initial fees and expenses incurred in
relation to the liquidation proposals (being GBP33,717 for Core VCT and
GBP29,217 for each of Core VCT IV and Core VCT V).
The unaudited NAVs to 31 December 2014 have been prepared in accordance
with International Financial Reporting Standards and have been prepared
on a break up basis. The unquoted investments have been valued by the
directors in accordance with International Private Equity Valuation
Guidelines.
The investment portfolio and cash balances held by each of the Companies
as at 31 December 2014 (unaudited) is summarised below:
Core VCT Core VCT IV Core VCT V
(GBP) (GBP) (GBP)
Allied International Holdings Limited 2,346,465 417,880 417,880
Cording Real Estate Group Limited (held through CP
Newco I and 2 Limited) 852,000 10,000 10,000
Core LP (investments) 13,958,929 1,844,702 1,844,702
Core LP (cash) 16,824,082 2,226,608 2,226,608
Momentous Moving Holdings Limited 1,564,504 744,002 990,280
Net current assets (cash and creditors) 130,965 1,008,438 1,188,802
Net asset value 35,676,945 6,251,630 6,678,272
Valuation Movements
Core Capital I LP ("Core LP") (held by all the Companies through BVI
companies)
The table above highlights the movement in NAVs as a result of movements
in the interests of the Companies in Core LP. During the quarter a
further GBP1.362m was invested by Core LP in Ark Home Healthcare
Holdings Limited to fund working capital commitments.
A further GBP30,000 was drawn down by Core LP from the other
institutional investors to fund operating expenses. As at 31 December
2014, a total of GBP195,000 remained to be called. These funds have
been retained to pay the running costs of Core LP.
Allied International Holdings Limited (held by all the Companies)
The movement in valuation is explained within the section headed "Post
Balance Sheet Event" below.
Camwatch Limited (held by Core VCT IV and Core VCT V)
As announced on 17 November 2014, the mezzanine investment in Camwatch
Limited held by both Core VCT IV and Core VCT V was realised during
November 2014 for a cash consideration of GBP1.5m per Company.
Including the yield received over the life of the investment this has
provided an attractive 2.4x return on the investment cost and an IRR of
19.8% per annum. The sale of Camwatch Limited returned no equity value.
The proceeds were from both the loan notes and redemption premium.
Following this realisation, a 5p revenue dividend was paid to
shareholders in both Core VCT IV and Core VCT V on 22 December 2014.
Cording Real Estate Group Limited (held by all the Companies)
Cordingland LLP was restructured during October 2014, resulting in the
business then being held in a new holding company, Cording Real Estate
Group Limited, a restructuring which was undertaken to attract further
senior talent into the business to drive further and faster growth and
removing the preferred capital element of the structure. The business
is trading slightly behind its plan and the valuation as at 31 December
2014 has been adjusted to reflect this softening of trade. In order to
accelerate growth the business is pursuing both organic growth and a
merger strategy.
Post Balance Sheet Event
Allied International Holdings Limited ("Allied")
Following a review of the Allied business model in the middle of January
2015, the Manager made the decision to exit the European operations and
focus on the growing US business.
The effect of this exit was considered in the valuation of Allied as at
31 December 2014 and a provision was taken against it resulting in a
lower valuation.
The exit and winding up process of the European operations requires the
parent company to underwrite the deposits of clients. Core VCT, along
with a third party investor, agreed to provide Allied with up to GBP1m
of additional funding to support this exit process. The investment of
GBP1m was made by way of senior secured loan notes ('SLN'), of which
GBP500,000 was invested by Core VCT and the balance by the third party.
Allied has now issued in total GBP2.65m of SLNs of which GBP2.15m are
held by Core VCT.
The SLNs, which were issued in different tranches, carry a minimum
coupon of 20% and provide the holders of these notes, acting by a
majority of the holders of those notes, with the right to exercise their
security in the event of a default by Allied. These SLNs rank ahead of
all unsecured loan notes and equity investments in Allied. The European
exit process has triggered a default under the terms of the SLNs giving
Core VCT the right to enforce its security and require immediate
repayment of its loan notes. This default is continuing. Core VCT has
not waived its rights but has confirmed that it has no current intention
of enforcing its security.
Neither Core VCT IV nor Core VCT V hold any of the SLNs and have not
invested any further monies in Allied since October 2011. The
investments made by Core VCT IV and Core VCT V in Allied carry a higher
risk as the valuations are leveraged by the SLNs, which currently
represent 62% of the overall valuation of Allied which will mean that
both increases and decreases in the value of Allied will be magnified by
this gearing and the minimum coupon. In addition, as Allied is in
breach of the terms of the SLNs, the holders of the SLNs could demand
immediate repayment and exercise their security in order to recover the
amounts due to them. In these circumstances the amount which might be
returned to Core VCT IV and Core VCT V could be significantly below the
valuation of their investment in Allied as at 31 December 2014 and could
result in there being no value in the investments made by Core VCT IV
and Core VCT V. If this were the case the NAV as at 31 December 2014
would reduce by up to 3.8p per Share for each of Core VCT IV and Core
VCT V.
In the event of an orderly sale of Allied, the proceeds will initially
be used to repay the SLNs, including accrued but unpaid interest, before
any payment is made to the holders of the unsecured loan notes and
ordinary shareholders.
Expected Timetable for the Proposals
Notice of General Meeting of Core VCT 10 March 2015
Deadline for receipt of Proxy Forms for the Core VCT 10.00 am on 14 April
General Meeting 2015
Suspension of the listing of the shares of Core VCT 7.30 am on 16 April
on the Official List 2015
General Meeting of Core VCT 10.00 am on 16 April
2015
Expected date of cancellation of the listing of the 8.00 am on 17 April
shares of Core VCT on the Official List 2015
Expected date of payment of the initial distribution 15 May 2015
to Shareholders of Core VCT following the announcement
of the winding up
Notice of General Meeting of Core VCT IV 10 March 2015
Deadline for receipt of Proxy Forms for the Core VCT 10.15 am on 14
IV General Meeting April 2015
Suspension of the listing of the shares of Core VCT 7.30 am on 16
IV on the Official List April 2015
General Meeting of Core VCT IV 10.15 am on 16
April 2015
Expected date of cancellation of the listing of the 8.00 am on 17
shares of Core VCT IV on the Official List April 2015
Expected date of payment of the initial distribution 15 May 2015
to Shareholders of Core VCT IV following the announcement
of the winding up
Notice of General Meeting of Core VCT V 10 March 2015
Deadline for receipt of Proxy Forms for the Core VCT 10.30 am on 14
V General Meeting April 2015
Suspension of the listing of the shares of Core VCT 7.30 am on 16
V on the Official List April 2015
General Meeting of Core VCT V 10.30 am on 16
April 2015
Expected date of cancellation of the listing of the 8.00 am on 17
shares of Core VCT V on the Official List April 2015
Expected date of payment of the initial distribution 15 May 2015
to Shareholders of Core VCT V following the announcement
of the winding up
A copy of the Circular has been submitted to the National Storage
Mechanism and is available to the public viewing online at the following
website address; http://www.hemscott.com/nsm.do
For enquiries:
Walid Fakhry 020 3179 0915
Stephen Edwards 020 3179 0919
Rhonda Nicoll 020 3179 0930
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Core VCT V plc via Globenewswire
HUG#1900910
http://www.core-cap.com/
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