TIDMTP12
RNS Number : 8451O
TP12 (I) VCT PLC
16 October 2012
Recommendation of a Proposal to merge TP70 2008(I) VCT plc, TP70
2008(II) VCT plc and TP12(I) VCT plc, of an Offer for subscription
for new shares by TP70 2008(I) VCT plc and that it changes its name
to TP Income VCT plc.
Recommendation of a proposal to merge TP70 2008(I) VCT plc, TP70
2008(II) VCT plc and TP12(I) VCT plc by way of a scheme of
reconstruction of TP70 2008(II) VCT plc and TP12(I) VCT plc
pursuant to Section 110 of the Insolvency Act 1986 (the
"Scheme").
Summary
The Boards of each of TP70 2008(I) VCT plc, TP70 2008(II) VCT
plc (together the "TP70 2008 Companies") and TP12(I) VCT plc
("TP12") have issued circulars dated 15 October 2012 recommending
to their respective shareholders a proposal that the TP70 2008
Companies and TP12 merge on the terms of the Scheme.
The creation of a single, larger VCT (the "Enlarged Company") is
expected to bring significant advantages to all shareholders,
including:
-- a reduction in the annual running costs of the Enlarged
Company when compared to the combined running costs of each
separate company; and
-- potentially increased dividends in the future due to the
increased size and reduced running costs of the Enlarged
Company.
Background to the Scheme
The TP70 2008 Companies were launched as part of a joint
offering. At the time there were significant structural advantages
to a joint offer in terms of the amounts that the TP70 2008
Companies could invest in aggregate in a venture capital trust
("VCT") qualifying investment.
Specifically, the TP70 2008 Companies were then able to invest,
in aggregate, up to GBP2 million per investee company in any tax
year. This meant that Triple Point Investment Management LLP, the
investment manager of the TP70 2008 Companies, needed to identify
fewer qualifying investment opportunities in order to fully invest
the funds raised and had greater flexibility in structuring
investments. Now that the TP70 2008 Companies are fully invested in
VCT qualifying investments, the structural advantages of the TP70
2008 Companies maintaining their independence no longer apply.
By including TP12's fund of net assets in the Scheme, the asset
base of the Enlarged Company would be increased, contributing to
overall cost savings and therefore the expectation of higher future
dividends. The position of existing TP12 shareholders will be
protected as they will have their own fund of net assets, those of
the A Ordinary Share Fund, within the Enlarged Company.
How the Scheme works
The Scheme will involve the shareholders of TP70 2008(II) VCT
plc and TP12 (together the "Targets") resolving to place the
Targets into members' voluntary liquidation. The Targets, whilst in
liquidation, will transfer all of their assets and liabilities to
TP70 2008(I) VCT plc in exchange, in the case of TP70 2008(II) VCT
plc, for new Ordinary Shares, which will be issued to former TP70
2008(II) VCT plc shareholders and, in the case of TP12, for new A
Ordinary Shares, which will be issued to former TP12 shareholders.
The number of new Ordinary Shares to be issued to the former TP70
2008(II) VCT plc shareholders and new A Ordinary Shares to be
issued to the former TP12 shareholders will be determined on the
basis of the relative net asset values of the shares in the TP70
2008 Companies and TP12, adjusted in accordance with the Scheme. As
such, the Scheme is not intended to be dilutive but should be of
benefit to the shareholders in each of the companies, as it should
facilitate the payment of increased dividends in the future due to
the increased size and reduced running costs of the Enlarged
Company. After the Scheme has been completed, the listings of the
shares of the Targets will be cancelled and the Targets will
subsequently be wound up.
Offer for Subscription for new shares by TP70 2008(I) VCT
plc
The Prospectus dated 15 October 2012 issued by TP70 2008(I) VCT
plc details the offer of up to 20,000,0000 new B Ordinary Shares at
GBP1 per share ("Offer Shares"), subject to bonuses for
applications submitted before 19 December 2012 and between 19
December 2012 and 14 February 2013 ( the "Offer"). If the Offer is
over-subscribed, the Offer may be increased at the discretion of
the directors of TP70 2008(I) VCT plc by up to a further 5,000,000
Offer Shares. Funds raised under the Offer will enhance the
Enlarged Company's economies of scale and operational efficiencies
for all shareholders. Potentially it will provide liquidity for
Ordinary Class Shareholders who wish to effect an exit after the
fifth anniversary of the TP70 2008 Companies, 30 April 2013.
Proposed Change of Name
Subject to shareholder approval, TP70 2008(I) VCT plc will
change its name to TP Income VCT plc.
EXPECTED TIMETABLE IN RESPECT OF THE OFFER
Offer Opens 15 October 2012
Deadline for receipt of applications for final allotment in 2012/13 tax year 12 noon on 5
April 2013
Deadline for receipt of applications for final allotment in 2013/14 tax year 12 noon on 30
April 2013
First allotment date on or before 5 April 2013
Admission and dealings expected to commence within 5 business days of any allotment
The deadline for receipt of applications is subject to the Offer not being fully subscribed
by an earlier date. The final closing date of the Offer, and the deadline for receipt of applications
for the final allotment in the 2013/14 tax year, may be extended by the directors of TP70
2008(I) VCT plc at their absolute discretion. The directors of TP70 2008(I) VCT plc reserve
the right to allot and issue Offer Shares at any time whilst the Offer remains open. Definitive
share and tax certificates will be despatched and CREST accounts credited as soon as practicable
following allotment of Offer Shares. The Offer is not underwritten.
EXPECTED TIMETABLE IN RESPECT OF THE SCHEME
TP70 2008(I)
Latest time for receipt of forms of proxy for the General Meeting 10.00 am on 9 November 2012
General Meeting 10.00 am on 13 November 2012
Calculation Date after 5.00 pm on 20 November 2012
Effective Date for the transfer of the assets and liabilities
of TP70 2008(II) and TP12 to the Company and the issue of New Shares
to Target Shareholders 21 November 2012
Announcement of the results of the Scheme 21 November 2012
Admission of and dealings in the New Shares to commence 22 November 2012
Certificates for the New Shares despatched to Target Shareholders on or before 13 December
2012
TP70 2008(II)
Date from which it is advised that dealings in TP70 2008(II) Shares should only be for
cash settlement and immediate delivery of documents of title 9 November 2012
Latest time for receipt of forms of proxy for the TP70 2008(II)
First General Meeting 10.30 am on 9 November 2012
TP70 2008(II) First General Meeting 10.30 am on 13 November 2012
(or as soon as practicable
thereafter as the General Meeting
has concluded or adjourned)
Latest time for receipt of forms of proxy for the
TP70 2008(II) Second General Meeting 10.00 am on 19 November 2012
Record Date for TP70 2008(II) Shareholders' entitlements under the Sc 20 November 2012
TP70 2008(II) register of members closed 5.00 pm on 20 November 2012
Calculation Date after 5.00 pm on 20 November 2012
Dealings in TP70 2008(II) Shares suspended 8.00 am on 21 November 2012
TP70 2008(II) Second General Meeting 10.00 am on 21 November 2012
Effective Date for the transfer of the assets and liabilities of
TP70 2008(II) to the Company and the issue of TP70 2008(II)
Consideration Shares 21 November 2012
Announcement of the results of the Scheme 21 November 2012
Cancellation of the TP70 2008(II) Shares' listing 8.00 am on 22 November 2012
TP12
Date from which it is advised that dealings in TP12 Shares should only be for
cash settlement and immediate delivery of documents of title 9 November 2012
Latest time for receipt of forms of proxy for the TP12
First General Meeting 11.00 am on 9 November 2012
TP12 First General Meeting 11.00 am on 13 November 2012
(or as soon as practicable
thereafter as the TP70 2008(II)
First General Meeting
has concluded or adjourned)
Latest time for receipt of forms of proxy for the
TP12 Second General Meeting 10.30 am on 19 November 2012
Record Date for TP12 Shareholders' entitlements under the Scheme 20 November 2012
TP12 register of members closed 5.00 pm on 20 November 2012
Calculation Date after 5.00 pm on 20 November 2012
Dealings in TP12 Shares suspended 8.00 am on 21 November 2012
TP12 Second General Meeting 10.30 am on 21 November 2012
(or as soon as practicable
thereafter as the TP70 2008(II)
Second General Meeting
has concluded or adjourned)
Effective Date for the transfer of the assets and liabilities of
TP12 to the Company and the issue of TP12 Consideration Shares 21 November 2012
Announcement of the results of the Scheme 21 November 2012
Cancellation of the TP12 Shares' listing 22 November 2012
OFFER STATISTICS
Offer Price per Offer Share 100p
Issue costs per Offer Share 5.5% for applications advised before 31 December 2012
and 2.5% thereafter
Expected Maximum Net Proceeds of the Offer* GBP18,857,000
Maximum number of Offer Shares in issue following the
Offer* 20,000,000
Bonus Shares 3% for completed applications submitted by 19 December
2012.
1.5% for completed applications submitted between 19
December 2012 and 14 February 2013.
Commission available to authorised introducers: 3 per cent. of the amount invested by their client
payable on investment plus 0.5 per cent.
of the NAV of the B Ordinary Share Fund paid annually
for five years in arrears for valid
applications advised on or accepted on or before 31
December 2012.
Commission will be payable after 31 December 2012 only
where authorised introducers have given
the relevant advice before 31 December 2012.
* assuming a full subscription of 20,000,000 Offer Shares and
that GBP1,000,000 of the subscription monies are received by 19
December 2012 and GBP1,000,000 of the subscription monies are
received between 19 December 2012 and 14 February 2013 and that the
full subscription is advised on by financial advisers before 31
December 2012.
Copies of the circulars and Prospectus will shortly be available
for download at the National Storage Mechanism
(www.hemscott.com/nsm.do).
For more information contact: Claire Ainsworth or Chris Tottle
at Triple Point Investment Management LLP
+44 (0)20 7201 8990
This information is provided by RNS
The company news service from the London Stock Exchange
END
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