VECTOR
CAPITAL PLC
("Vector
Capital" or the "Company")
Proposed return of up to
£3.71 million to Shareholders by way of a tender
offer,
Cancellation of admission of
Ordinary Shares to trading on AIM
and
Notice of General
Meeting
Vector Capital is today announcing
that a circular (the "Circular") will be sent to Shareholders later
today detailing the following Resolutions to be considered at a
General Meeting scheduled for 2.00 p.m. on
20 August 2024:
·
a Tender Offer for up to 11,244,385 Ordinary
Shares at the Tender Price of 33 pence per Ordinary Share,
representing up to £3.71 million to Shareholders; and
·
the proposed cancellation of the admission to
trading of the Ordinary Shares on AIM.
A General Meeting has been convened
for 2.00 p.m. on 20 August 2024, at which Shareholders will
be asked to consider and if thought fit, to
approve the Resolutions. The Notice of General Meeting convening
the General Meeting at which the Resolutions will be proposed is
set out at the end of the Circular. Pursuant to Rule 41 of the AIM
Rules, the Directors have notified the London Stock Exchange of the
date of the proposed De-Listing.
The Tender Price of 33 pence per
Ordinary Share represents:
·
a premium of 22.2 per cent. to the closing price
of 27 pence per Ordinary Share on 31 July 2024, being Latest
Practicable Date; and
·
a premium of 18.7 per cent. to the volume weighted
average price of 27.8 pence per Ordinary Share over one month prior
to the Latest Practicable Date.
As described below, an Irrevocable
Undertaking to vote in favour of the Resolutions to be
proposed at the General Meeting, and not to
tender any of its Ordinary Shares, has been received from a
Shareholder holding 75.15 per cent. of the issued share capital of
the Company which means that both the Resolutions are expected to
be passed. The Tender Offer is expected to become effective on 2
August 2024 and for those Eligible Shareholders that wish to sell
their Ordinary Shares held in certificated form, cheques will be
despatched on or around 10 September 2024 or, for those Eligible
Shareholders that wish to sell their Ordinary Shares held in CREST,
CREST accounts will be credited on or around 10 September
2024.
Shareholders should note that, if
the Resolutions are approved at the General Meeting, it is
possible that Vector Holdings might hold
100 per cent. of the Ordinary Shares following completion of the
Tender Offer.
In the context of the Tender Offer,
with the agreement of the Independent Directors of the Company, the
Panel has granted certain dispensations such that the Circular does
not need to comply with all of the requirements of an offer
document and the Company is not in an offer period as defined in
the Takeover Code.
The Company will currently remain
subject to the Takeover Code for a period of at least ten years
following the Delisting. It should be noted that the future scope
of the application of the Takeover Code is currently under review
by the Panel and is the subject matter of a public consultation
paper (PCP 2024/1) which proposes a refocusing and significant
narrowing of the types of companies that are subject to the
Takeover Code. This public consultation closed on 31 July 2024. If
these rule changes are adopted in the form and broadly in the
timescale proposed, the Company would cease to be subject to the
Takeover Code three years after the date of implementation of such
changes.
Information on Vector Capital plc
Financial profile of the
Group
The Group provides secured,
business-to-business loans to small and medium-sized enterprises
based in England and Wales. Loans are typically secured by a first
legal charge against real estate. Customers typically borrow for
general working capital purposes, bridging ahead of refinancing,
land development and property acquisition. The loans provided by
the Group are typically for renewable 12-month terms with fixed
interest rates. The Company joined the AIM market in December 2020
and raised £2.6 million (net) and then returned to the market for a
secondary fundraise of £1.4 million (net) in June 2021. The Company
has been unable to raise additional capital on acceptable terms
from the AIM market in the last three years.
Group revenue and earnings continued
to grow throughout 2021 and 2022 in line with the rise in the loan
book but, as a result of a combination of the adverse effects on
borrowers of high interest rates, increases in inflation,
particularly the costs of building materials, and a soft
residential property market, revenue fell slightly in the year
ended 31 December 2023 to £5.7 million and profit before tax fell
from £2.8 million to £2.1 million. This was considered by the Board
to be a good result for the year given the circumstances as the
Group maintained a focus on responsible and cautious lending
supported by a strong capital base. Shareholders' equity continued
to grow, and the Board announced a final dividend of 1.53 pence per
share, in line with 2022. The loan book stood at £47.9 million as
at 31 December 2023, a reduction of £5.3 million over the year,
reflecting a cautious approach to new lending in light of market
conditions, and external funding lines from long terms wholesale
bank providers stood at £45 million. The Group increased its
provisions for doubtful debts by £704,000 during the
year.
The Company announced on 2 August
202comp4 its unaudited consolidated interim results for the six
months ended 30 June 2024 recording income of £2.54 million (2023:
£2.85 million) and profit before tax of £707,000 (2023: £1.27
million). During the period, the Group incurred a bad debt charge
of £363,000 arising from redemption shortfalls and is carrying
forward a provision of £928,000 against further bad debts. Although
general inflation has fallen significantly, interest rates and
market uncertainly remain high and property disposals remain slow
for certain properties. A number of borrowers continue to be
adversely impacted by these conditions with the result that, in
these instances, the Group cannot redeem and recycle funds as
quickly as we would wish. This impacts the Company's ability to
generate income from the stressed loans and an acceptable return on
capital.
Despite the current challenges
within the lending market, the Board believes Vector retains a
sound capital base and that eventually interest rates will fall and
an expansion in bank lending will improve market conditions.
However, the Board believes that the medium term growth potential
is likely to be limited and the ability to redeem and recycle will
continue to be impacted by customers liquidity constraints. Rather
than continue to hold shareholders' funds during an indeterminate
period while we wait for market conditions to improve, the Board is
of the view that the right decision is to provide shareholders with
the opportunity for a return of capital through the Tender Offer
described below.
The Board believes that the decision
to join the AIM market was correct at the time of admission in
December 2020. However, for the reasons described in more detail
below, the Board believes that the potential benefits arising from
its continued admission on the AIM market are outweighed by
the costs and disadvantages. As a
consequence, the Board feels that no further purpose is served by
remaining on the market and that a withdrawal from AIM is in the
best interests of shareholders.
The
Tender Offer
Introduction
The Company intends to proceed with
the Tender Offer in order to distribute to Shareholders
approximately £3.71 million.
The Tender Offer is designed to
enable those Shareholders (other than certain Overseas
Shareholders) who wish to realise Ordinary Shares to do so.
Shareholders who successfully tender their Ordinary Shares will
receive 33 pence per Ordinary Share. Further details of the Tender
Offer are set out in the Circular.
Eligible Shareholders on the
Register on the Record Date are being invited to tender all, some
or none of their Ordinary Shares for purchase by Zeus, on the terms
and subject to the conditions set out in the Circular and, in
respect of Eligible Shareholders holding Ordinary Shares in
certificated form, the accompanying Tender Form. Eligible
Shareholders are not obliged to tender any Ordinary Shares under
the Tender Offer.
Vector Holdings, a Shareholder
representing 75.15 per cent. of the current issued share capital of
the Company has given an Irrevocable Undertaking in connection with
the Tender Offer not to tender any of the 34,000,000 Ordinary
Shares held by it pursuant to the Tender Offer. Accordingly
following completion of the Tender Offer, Vector Holdings will hold
between 75.15 per cent. and 100 per cent. of the Ordinary
Shares.
Upon the Tender Offer becoming
unconditional and unless the Tender Offer has been terminated in
accordance with the provisions set out in the Circular, Zeus will
accept the applications of Eligible Shareholders validly made in
accordance with these terms and conditions.
Subject to these terms and
conditions, Zeus (acting as principal) will purchase all Ordinary
Shares tendered by Eligible Shareholders under the Tender Offer at
the Tender Price on or about 10 September 2024.
In accordance with the terms and
subject to the conditions of the Repurchase Agreement, the Company
has agreed to purchase at the Tender Price the Ordinary Shares
purchased by Zeus (acting as principal) pursuant to the Tender
Offer. All of the Ordinary Shares purchased by the Company will be
cancelled.
Considerations as to whether
or not to accept the Tender Offer
Shareholders should note that if
they vote in favour of the Resolutions at the General Meeting, they
are not obligated to accept the Tender Offer for their Ordinary
Shares.
The Independent Directors are not
making any recommendation to Eligible Shareholders as to whether or
not they should tender their Ordinary Shares in the Tender Offer.
Eligible Shareholders should consider whether the Ordinary Shares
remain a suitable investment in light of their own personal
circumstances and investment objectives, noting the future
prospects of the Group as outlined in the Circular and the
advantages and disadvantages of the Tender Offer outlined
below.
In the opinion of the Independent
Directors, in the absence of any immediate prospect to sell their
Ordinary Shares once the Tender Offer closes, Shareholders should
balance their desire for a cash realisation now or in the immediate
foreseeable future, against the prospect of remaining Shareholders
in the Company with changed financial prospects, a changed
ownership structure and the De-Listing and the consequent impact on
future marketability. The Independent Directors believe that the
points below should be taken into account by Shareholders when
considering whether to retain their Ordinary Shares or to tender
their Ordinary Shares under the Tender Offer.
Advantages of the Tender
Offer
The Independent Directors believe
that making the Tender Offer on the terms set in the Circular is in
the interests of Shareholders as a whole because:
·
a tender offer provides an opportunity for an exit
for those Shareholders who wish to receive cash;
·
a tender offer conducted at 33 pence represents a
premium to the prevailing share price of 27 pence as at close of
trading on 31 July 2024 (being the latest practicable date prior to
the publication of this announcement);
·
there can be no guarantee as to the level of
dividends or other distributions which would be paid by the Company
to Shareholders in future or if any such dividends or distributions
would be made.
Disadvantages of the Tender
Offer
In considering the Tender Offer, the
Independent Directors believe Shareholders should have regard to
the following disadvantages that they may experience if they opt to
accept the Tender Offer and if they opt to retain their Ordinary
Shares and not accept the Tender Offer (as applicable):
·
In order to pay the consideration to which
Shareholders are entitled pursuant to valid tenders of Ordinary
Shares accepted by Zeus (and which the Company will then be obliged
to repurchase from Zeus), the Company will use a significant amount
of its available cash and other liquid funds which will then be
unavailable for deployment in achieving the Company's
aims;
·
As a result of the Tender Offer, the number of
Ordinary Shares in issue will be reduced and the value of the
assets of the Company will reduce in size. As a result, the fixed
costs of the Company will be spread over fewer Ordinary
Shares;
·
Shareholders tendering Ordinary Shares for sale
under the Tender Offer will receive the Tender Price, which may be
less than the price at which they bought their Ordinary Shares;
and
·
Tender Forms and TTE Instructions, once submitted,
are irrevocable. The price of the Ordinary Shares and the Company's
net asset value may rise or fall following submission of a Tender
Form or TTE Instruction. After settlement of a TTE Instruction, the
Shareholder will not be able to access the Ordinary Shares
concerned in CREST for any transaction or for charging
purposes.
If
Eligible Shareholders are in any doubt as to what action they
should take, they should seek their own independent professional
advice from their stockbroker, bank manager, solicitor, accountant
or other independent financial adviser authorised under the
Financial Services and Markets Act 2000, as amended, if they are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser. Eligible
Shareholders are also strongly advised to consult their
professional advisers regarding their own tax
position.
The
De-Listing
Reasons for the
De-Listing
The Board is very much focused on
strengthening the Company's financial performance and has carefully
considered over an extensive period of time the benefits and
drawbacks to the Company retaining its quotation on AIM. The Board
has now concluded that the De-Listing, linked to the Tender Offer
referred to above is in the best interests of the Company and its
Shareholders as a whole. In reaching this conclusion, the Board has
considered the following key factors:
·
the scale and structure of the UK Small Cap market
has changed for the foreseeable future and Vector Capital is too
small to be of interest to the vast majority of a reducing number
of investors in UK publicly-quoted companies;
·
following its admission to AIM in December 2020
and a further fundraise in June 2021, the Company has been unable
to access new equity capital on acceptable terms;
·
trading in the Ordinary Shares is highly illiquid
resulting in share price volatility. In the opinion of the Board,
the Tender Offer represents a near term opportunity for Eligible
Shareholders to realise their entire investment in the Company for
cash;
·
in the opinion of the Board, the level of free
float in the shares of the Company is not of a scale to attract
sufficient interest from institutional and other investors and
therefore it is difficult to create a more liquid market for its
Ordinary Shares to effectively or economically utilise its AIM
quotation;
·
in light of the limited trading in the Ordinary
Shares, with an average daily volume over the past 12 months of
approximately 33,439 Ordinary Shares representing 0.07 per cent. of
the current issued share capital, the costs associated with
maintaining the AIM quotation are considered by the Directors to be
disproportionately high when compared to the benefits, and the
Board believes that these funds could be better utilised;
and
·
the management time and the legal and regulatory
burden associated with maintaining the Company's admission to
trading on AIM is, in the Directors' opinion, disproportionate to
the benefits to the Company.
If the De-Listing Resolution is not
approved by Shareholders the Company will remain liable for the
ongoing professional and associated costs associated with
maintaining its admission to AIM, which amounted to approximately
£220,000 during FY2023.
Effect of
De-Listing
The principal effects of the
De-Listing will be that:
·
there will not be a formal market mechanism
enabling the Shareholders to trade Ordinary Shares;
·
while the Ordinary Shares will remain freely
transferrable, it is possible that the liquidity and marketability
of the Ordinary Shares will, in the future, be more constrained
than at present and the value of such shares may be adversely
affected as a consequence;
·
Vector Holdings currently holds 75.15 per cent. of
the Company's voting rights and, following completion of the Tender
Offer, will hold between 75.15 per cent. and 100 per cent. As a
result, the free float and liquidity of the Ordinary Shares is
limited and will be further reduced following the completion of the
Tender Offer;
·
in the absence of a formal market and quote, it
may be more difficult for Shareholders to determine the market
value of their investment in the Company at any given
time;
·
the regulatory and financial reporting regime
applicable to companies whose shares are admitted to trading on AIM
will no longer apply and the Company will no longer be subject to
UK MAR or the Disclosure Guidance and Transparency Rules and so
will therefore no longer be required to disclose significant
shareholdings in the Company;
·
shareholders will no longer be afforded the
protections given by the AIM Rules and the requirement that the
Company seek Shareholder approval for certain corporate actions,
where applicable, including substantial transactions, reverse
takeovers, related party transactions and fundamental changes in
the Company's business;
·
the levels of transparency and corporate
governance within the Company may not be as stringent as for a
company quoted on AIM;
·
Zeus will cease to be the Company's nominated
adviser and the Company will cease to have a broker;
·
stamp duty will be payable on transfers of
Ordinary Shares as the Ordinary Shares will no longer be traded on
AIM; and
·
the De-Listing may have personal taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent tax adviser.
Shareholders should also note that
the Takeover Code may continue to apply to the Company following
the De-Listing for a period of ten years, provided the Company
continues to have its place of central management and control in
the UK, Channel Islands or Isle of Man. However, in the
event that, subsequent to the De-Listing
further Board changes result in the Company's place of central
management and control being outside the UK, Channel Islands or
Isle of Man, then the Company may not be subject to the Takeover
Code. Shareholders should also note that the Panel has recently
issued a public consultation regarding possible changes to the
Takeover Code which, if adopted, would amongst other things shorten
the period during which the Takeover Code potentially continues to
apply to a company following its delisting. If these rule changes
are adopted in the form and broadly in the timescale proposed, the
Company would cease to be subject to the Takeover Code three years
after the date of implementation of such changes.
The Company will also continue to be
bound by the Companies Act (which requires shareholder approval for
certain matters) following the De-Listing.
The
above considerations are not exhaustive, and Shareholders should
seek their own independent advice when assessing the likely impact
of the De-Listing on them.
Process for
De-Listing
Under the AIM Rules, the De-Listing
can only be effected by the Company after securing a special
resolution of Shareholders in a general meeting and the expiry of a
period of 20 clear Business Days from the date on which notice of
the De-Listing is given to the London Stock Exchange. In addition,
a period of at least five clear Business Days following
Shareholders' approval of the De-Listing is required before the
De-Listing may become effective. The Notice of General Meeting
contains a special resolution which seeks the approval of
Shareholders for the De-Listing. Assuming that the De-Listing
Resolution is approved, the earliest date that the De-Listing could
take place is 7.00 a.m. on 16 September 2024.
Ordinary Share dealing
following De-Listing
If a Shareholder retains their
Ordinary Shares following the De-Listing, although the Ordinary
Shares will remain freely tradeable, they will no longer be
tradeable on AIM. The Board is aware that following the De-Listing
(should the De-Listing Resolution be approved by Shareholders at
the General Meeting) liquidity in, and marketability of, the
Ordinary Shares will be very limited and holdings of Ordinary
Shares will be difficult to value and to trade. Therefore, whilst
there will be no formal dealing facility, Shareholders seeking to
buy or sell Ordinary Shares can email the Company Secretary
at mail@vectorcapital.co.uk,
who will seek to facilitate contact between potential buyers and
sellers of Ordinary Shares. Shareholders should also be aware that
the arrangements set out above could be withdrawn at a later
date.
Board intentions following execution of the Tender Offer and
De-Listing
The total cost to the Company of the
Tender Offer will depend on the level of tenders by Shareholders.
However, if the Tender Offer were to be fully taken up then the
total cost of the Tender Offer would be approximately £3.71
million. This will be funded from the cash
balances of the Company.
Following the Tender Offer,
remaining cash resources will be deployed for working capital
purposes. Following completion of the Tender Offer, the Board has
no current intention to return further capital to Shareholders in
the foreseeable future.
If the Tender Offer proceeds, Vector
Holding's percentage holding in the Company will increase to
between 75.15 per cent. of the issued share capital (assuming that
no Shareholder tenders any Ordinary Shares and 100 per cent. of the
issued share capital (assuming that the Tender Offer is taken up in
full).
The composition of the Board, and
the extent to which (if at all) the Company will continue to comply
with the QCA Corporate Governance Code will be considered following
completion of the De-Listing.
Irrevocable Undertaking of major Shareholder
Vector Holdings, a Shareholder
representing 75.15 per cent. of the current issued share capital
has given an Irrevocable Undertaking in connection with the Tender
Offer as described below.
The Irrevocable Undertaking given by
Vector Holdings contains undertakings to:
·
exercise the voting rights attaching to such
Ordinary Shares in favour of the Resolutions. Accordingly, the
Resolutions are expected to be passed at the General Meeting.
Shareholders should note that the Relationship Agreement includes,
amongst other undertakings, an undertaking from Vector Holdings not
to exercise its voting rights in respect of any resolution to
cancel Vector Capital's admission to trading on AIM except where
one of certain exceptions including the giving of the written
consent of the majority of the independent directors applies. The
independent directors have unanimously given the required consent;
and
·
not to tender any of the 34,000,000 Ordinary
Shares held by it pursuant to the Tender Offer. Accordingly
following completion of the Tender Offer Vector Holdings will hold
between 75.15 per cent. and 100 per cent. of the Ordinary
Shares.
Further details of the Irrevocable
Undertaking are set out in the Circular.
General Meeting and Resolutions
The Notice of General Meeting
convening the General Meeting is set out at the end of the
Circular. The General Meeting has been convened for 2.00 p.m. on 20
August 2024, at 6th Floor, First Central 200, 2 Lakeside Drive,
London, NW10 7FQ.
The Tender Offer Resolution will be
proposed as an ordinary resolution requiring the approval of more
than 50 per cent. of the votes cast at the General Meeting. The
De-Listing Resolution will be proposed as a special resolution
requiring the approval of 75 per cent. or more of the votes cast at
the General Meeting. The votes will be carried out by way of a
poll. All Shareholders are eligible to vote on the
Resolutions.
The attention of Shareholders is
drawn to the undertakings to vote in favour of the Resolutions
contained in the Irrevocable Undertaking given by Vector Holdings
as set out in the Circular.
The De-Listing will enable the
Company to further reduce its cost base and reduce the management
time and the regulatory burden associated with maintaining the
Company's admission to trading on AIM. The Board believes the
Company is not of a scale to attract sufficient interest from
institutional and other investors and therefore it is difficult to
create a more liquid market for its shares to effectively or
economically utilise its quotation. Furthermore, the Company has
not utilised its admission to AIM to raise fresh capital or issue
paper consideration to fund acquisitions since June
2021.
As
such, the Independent Directors believe that, in the context of the
Proposals, the De-Listing is in the best interests of the Company
and accordingly that Shareholders should vote in favour of the
De-Listing Resolution.
Recommendation
The
Independent Directors unanimously recommend that: (a) Shareholders
vote in favour of the Resolutions as the Independent Directors
intend to do in respect of their own Ordinary Shares (where they
are held); and (b) all Eligible Shareholders consider tendering
their Ordinary Shares in the Tender Offer. However, as described in
more detail above, the Independent Directors are not making any
recommendation to Eligible Shareholders as to whether or not they
should tender their Ordinary Shares in the Tender Offer.
Shareholders should consider whether the Ordinary Shares remain a
suitable investment in light of their own personal circumstances
and investment objectives, noting the non-exhaustive list of risks
that Vector Capital is subject to, and the advantages and
disadvantages of tendering Ordinary Shares under the Tender Offer
outlined above.
Ross Andrews (being the only
Independent Director who is a Shareholder), intends to tender his
Entitlement amounting to 263,158 Ordinary Shares, representing 0.58
per cent. of the Company's issued share capital as at the Latest
Practicable Date.
Taxation
Shareholders should be aware that
there will be tax considerations that they should take into account
when deciding whether or not to participate in the Tender Offer.
Summary details of certain UK taxation considerations are set out
in the Circular.
Shareholders are strongly advised to obtain independent tax
advice regarding their own tax position.
Shareholders who are in any doubt as
to their tax position or who are subject to tax in a jurisdiction
other than the United Kingdom should consult an appropriate
professional adviser.
The De-Listing may also have certain
tax consequences for Shareholders and those Shareholders who are in
any doubt about their tax position should consult their
professional advisers as to their tax position before taking any
action relating to the De-Listing.
Overseas Shareholders
The attention of Shareholders who
are resident in, or a citizen of, a jurisdiction outside of the
United Kingdom ("Overseas
Shareholders") is drawn to the Circular.
Action to be taken
Set out at the end of the Circular
you will find a notice convening a General Meeting to be held at
6th Floor, First Central 200, 2 Lakeside Drive, London, NW10 7FQ at
2.00 p.m. on 20 August 2024 to consider and, if thought fit,
approve the Resolutions.
Shareholders will find enclosed with
the Circular, a Form of Proxy for use in connection with the
General Meeting. Whether or not Shareholders intend to be present
at the General Meeting, they are requested to complete and return
the Form of Proxy in accordance with the instructions printed
thereon as soon as possible and, in any event, so as to be received
by the Company's registrars, Neville Registrars Limited, not later
than 48 hours (excluding non-working days) before the General
Meeting is scheduled to begin, meaning it should be returned by
2.00 p.m. on 16 August 2024. The completion and return of the Form
of Proxy will not preclude the Shareholders from attending the
General Meeting and voting in person should they so
wish.
If you hold Shares in CREST you may
appoint a proxy by completing and transmitting a CREST Proxy
Instruction to Neville Registrars Limited (CREST Participant ID:
7RA11) so it is received by CREST no later than 2.00 p.m. on 16
August 2024 or, if the meeting is adjourned, no later than 48 hours
(excluding non-working days) before the time for holding the
adjourned meeting. The completion and return of a CREST Proxy
Instruction will not preclude Shareholders who hold their Shares in
CREST from attending and voting in person at the General Meeting,
or any adjournment thereof, should you wish to do so.
If you have any questions relating
to the Circular or the completion and return of the Form of Proxy
or CREST Proxy Instruction, please call Neville Registrars Limited
on telephone number 0121 585 1131 or, if telephoning from outside
the United Kingdom, on +44 (0) 121 585 1131. Please note that no
advice on the contents of the Circular nor on the matters to be
voted upon at the General Meeting nor any financial, legal or tax
advice can be given by Neville Registrars Limited and accordingly
for such advice you should consult your stockbroker, solicitor,
accountant, bank manager or other independent professional
adviser
If you wish to participate in
the Tender Offer
If you hold your Ordinary Shares in
certificated form and you wish to participate in the Tender Offer,
you should complete the Tender Form in accordance with the
instructions printed on it and in the Circular and return it by post in the accompanying reply-paid
envelope (for use in the UK only) to Neville Registrars Limited,
together with your share certificate(s) in respect of the Ordinary
Shares tendered.
If you hold your Ordinary Shares in
uncertificated form and you wish to tender some or all of your
Ordinary Shares, you should send a TTE Instruction and follow the
procedures set out in the Circular in respect of tendering
uncertificated Ordinary Shares.
If you have any questions about the
procedure for tendering Ordinary Shares or making a TTE
Instruction, you require extra copies of the Circular or the Tender
Form or you want help filling in the Tender Form, please telephone
the Shareholder Helpline on +44 (0) 121 585 1131. Lines are open
from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except
public holidays in England and Wales). Please note that calls to
these numbers may be monitored or recorded for security and
training purposes.
Please note that for legal reasons
the Shareholder Helpline will only be able to provide information
contained in the Circular and the accompanying Tender Form and will
be unable to give advice on the merits of the Tender Offer or to
provide financial, investment or taxation advice.
You are advised to read all of the
information contained in the Circular before deciding on the course
of action you will take in respect of the General Meeting and the
Tender Offer.
The results of the General Meeting
will be announced through a Regulatory Information Service and the
Company's website as soon as possible once known. It is expected
that this will be on 6 September 2024.
Expected Timetable for Principal Events
2024
Announcement of Tender Offer and
De-Listing
2 August
Publication and posting of Circular,
Form of Proxy and Tender
Form
2 August
Tender Offer
opens
2 August
Latest time and date for receipt of
Forms of Proxy for the General
Meeting
2.00 p.m. on 16 August
General
Meeting
2.00 p.m. on 20 August
Latest time and date for receipt of
Tender Forms and settlement
of
1.00 p.m. on 3 September
TTE Instructions (i.e. Closing Date
of the Tender Offer)3
Record Date for the Tender
Offer
6.00 p.m. on 3 September
Announcement of the result of the
Tender
Offer
6 September
Expected purchase of Ordinary Shares
under the Tender Offer
and
10 September
completion of the repurchase from
Zeus
CREST accounts credited with Tender
Offer
proceeds
10 September
Despatch of cheques for Tender Offer
proceeds in respect of
successfully
10 September
tendered certificated Ordinary
Shares and despatch of balance share
certificates in respect of unsold certificated Ordinary
Shares
Last day of dealings in the Ordinary
Shares on
AIM
13 September
Cancellation of admission of the
Ordinary Shares to trading on
AIM
16 September
Notes
1.
All references to times throughout this document
are to London time.
2.
If any of the above times and/or dates change, the
revised times and/or dates will be notified by the Company by an
announcement through a Regulatory Information Service.
3.
This date may be extended in accordance with the
terms and conditions of the Tender Offer set out in Part V of the
Circular.
4.
All events in the above timetable following the
General Meeting that relate to: (i) the Tender Offer are
conditional, inter alia,
upon the approval of the Tender Offer Resolution; and (ii) the
De-Listing are conditional upon the approval of the De-Listing
Resolution. The Tender Offer Resolution requires the approval of
more than 50 per cent. of the votes cast by Shareholders in person
or by proxy at the General Meeting and the De-Listing Resolution
requires the approval of not less than 75 per cent. of the votes
cast by Shareholders in person or by proxy at the General Meeting.
It should be noted that an
Irrevocable Undertaking to vote in favour of the Resolutions has
been received from a Shareholder holding 75.15 per cent. of the
issued share capital of the Company meaning that both the
Resolutions are expected to be passed. See paragraph 6 of
Part IV and paragraph 4 of Part X of the Circular for further
details.
5.
Subject to and following the Tender Offer becoming
unconditional, settlement of the consideration to which any
Eligible Shareholder is entitled pursuant to valid
tenders accepted by Zeus will be made within 14 days of the Closing
Date.
For further information please
contact:
Vector Capital plc
Robin Stevens
Agam Jain
c/o IFC Advisory Limited
Zeus Capital Limited
Hugh Morgan, Chris Hardie and
Darshan Patel
+44 (0) 20 3829 5000
IFC Advisory Limited
Graham Herring, Florence Chandler,
Zach Cohen
+44 (0) 20 3934 6630
About Vector Capital:
Vector Capital provides secured,
business-to-business loans to SMEs based principally in England and
Wales. Loans are typically secured by a first legal charge
against real estate. The Group's customers typically borrow for
general working capital purposes, bridging ahead of
refinancing, land development and property acquisition. The loans
provided by the Group are typically for renewable 12-month terms
with fixed interest rates.
The
information contained within this announcement is deemed to
constitute inside information as stipulated under Article 7 of the
Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act
2018.
SCHEDULE - DEFINITIONS
The following definitions apply in
the Circular unless the context otherwise requires:
AIM
the AIM market operated by the London Stock
Exchange;
AIM
Rules
the AIM Rules for Companies published by the
London Stock Exchange from time to time;
Business
Day
a day not being a Saturday, Sunday or public
holiday on which banks are generally open for business in the City
of London;
certificated or in
certificated
the description of a share or other security which is not
in
form
uncertificated form (that is not in
CREST);
Circular
this document;
Closing
Date
the latest time and date for receipt of Tender
Forms and settlement of TTE Instructions being 1.00 p.m. on 3
September 2024 or such other date as may be notified through a
Regulatory Information Service in accordance with the terms of the
Tender Offer;
Company or Vector
Capital
Vector Capital Plc;
CREST
the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & International
Limited is the Operator (as defined in the CREST
Regulations);
CREST
Manual
the rules governing the operation of CREST as
published by Euroclear and as amended from time to time;
CREST
Regulations
the Uncertificated Securities Regulations 2001, as
amended;
De-Listing
the cancellation of admission of the Ordinary
Shares to trading on AIM;
De-Listing
Resolution
Resolution 2, which is proposed as a special
resolution, to approve the De-Listing, as set out in the Notice of
General Meeting;
Directors or Board
the directors of the Company whose names are set out in Part I of
the Circular, or any duly authorised committee thereof, and
"Director" means any one of
them;
Eligible
Shareholder
Shareholders who are entitled to participate in
the Tender Offer, being those who are on the Register on the Record
Date and excluding those with registered addresses in a Restricted
Jurisdiction and Vector Holdings Limited (which has undertaken not
to participate in the Tender Offer);
Entitlement
the entitlement of each Shareholder to tender for
purchase by Zeus up to 100 per cent. of the Ordinary Shares
registered in such Shareholder's name on the Record
Date;
Escrow
Agent
the Receiving Agent, Neville Registrars Limited,
in its capacity as escrow agent;
Euroclear
Euroclear UK & International Limited, a
company incorporated in England and Wales with registered number
02878738, whose registered office is at 33
Cannon Street, London EC4M 5SB, the operator of CREST;
Form of
Proxy
the form of proxy accompanying the Circular for
use in connection with the General Meeting;
FY2023
the twelve-month period ending on 31 December
2023;
General
Meeting
the general meeting (or any adjournment thereof)
of the Shareholders of the Company to be convened for 2.00 p.m. on
20 August 2024 pursuant to the Notice of General
Meeting;
Group
the Company and its subsidiaries (construed in
accordance with section 1162 of the Companies Act 2006) at the date
of the Circular;
Independent
Directors
the Directors other than Agam Jain (who is not
regarded as independent by virtue of his indirect shareholding in
Vector Capital);
Irrevocable
Undertaking
the irrevocable undertaking from: Vector Holdings:
(i) not to accept (and to procure that the relevant registered
holder(s) do not accept) the Tender Offer in respect of its
34,000,000 Ordinary Shares; and (ii) to vote (and to procure that
the relevant registered holder(s) vote) in favour of the
Resolutions in respect of its 34,000,000 Ordinary
Shares;
Latest Practicable
Date
31 July 2024, being 2 Business Days prior to the
date of the Circular;
London Stock
Exchange
London Stock Exchange plc;
Notice of General
Meeting
the notice convening the General Meeting as set
out in Part XI of the Circular;
Ordinary
Shares
ordinary shares of 0.5 pence each in the capital
of the Company;
Overseas
Shareholders
a Shareholder who is a resident in, or a citizen
of, a jurisdiction outside the United Kingdom;
Panel
the Panel on Takeovers and Mergers;
Participant
ID
the identification code or membership number used
in CREST to identify a particular CREST Member or other CREST
Participant;
Proposals
the proposed Tender Offer, the buyback of Ordinary
Shares pursuant to the Tender Offer and the Repurchase and the
De-Listing, all as described in the Circular;
Record
Date
6.00 p.m. on 3 September 2024;
Registrar or Receiving
Agent
Neville Registrars Limited;
Register
the Company's register of members;
Regulatory Information
Service
has the meaning given to it in the AIM
Rules;
Relationship
Agreement
the relationship agreement relating to the
Company, made between Vector Holdings, the Company and Allenby
Capital Limited dated 18 December 2020, as assigned on 26 July 2024
by Allenby Capital Limited to Zeus in accordance with its
terms.
Repurchase or Repurchased
the purchase by the Company of Ordinary Shares from Zeus pursuant
to the Repurchase Agreement;
Repurchase
Agreement
the agreement dated on or around the date of the
Circular entered into between the Company and Zeus for the
repurchase by the Company as a market purchase (within the meaning
of section 693(4) of the Companies Act) of the Ordinary Shares
purchase by Zeus pursuant to the Tender Offer;
Resolutions
the resolutions to be proposed at the General
Meeting which are set out in full in the Notice of General Meeting
(and each of which shall be a "Resolution");
Restricted
Jurisdictions
each of the United States of America, Australia,
Canada, Japan, New Zealand and the Republic of South Africa and any
other jurisdiction where the mailing of the Circular or the
accompanying documents into or inside such jurisdiction would
constitute a violation of the laws of such jurisdiction;
Shareholders
holders of Ordinary Shares and "Shareholder" shall be construed
accordingly;
Sterling
pounds sterling, being the lawful currency of the
UK;
Takeover
Code
the City Code on Takeovers and Mergers;
Tender
Conditions
has the meaning given in Part V of the
Circular;
Tender
Form
the form enclosed with the Circular for use by
Eligible Shareholders who hold Ordinary Shares in certificated form
in connection with the Tender Offer;
Tender
Offer
the invitation by Zeus to Eligible Shareholders to
tender Ordinary Shares to Zeus on the terms and conditions set out
in the Circular and also, in the case of certificated Ordinary
Shares only, the Tender Form (Vector Holdings has undertaken not to
tender its Ordinary Shares under the Tender Offer and any tender
from such Shareholder will be treated as invalid);
Tender Offer
Resolution
Resolution 1, which is proposed as an ordinary
resolution, to approve the market purchases of Ordinary Shares by
the Company in connection with the Tender Offer and the Repurchase,
as set out in the Notice of General Meeting;
Tender
Price
33 pence being the price per Ordinary Share at
which Ordinary Shares will be purchased pursuant to the Tender
Offer;
TFE
Instruction
a transfer from escrow instruction (as defined by
the CREST manual);
TTE
Instruction
a transfer to escrow instruction (as defined by
the CREST manual);
UK
MAR
the Market Abuse Regulation (EU) No. 596/2014 as
it forms part of English law by virtue of the European Union
(Withdrawal) Act 2018;
Uncertificated or in uncertificated
form
recorded on a register of securities maintained by
Euroclear UK & International Limited in
accordance with the CREST Regulations as being in uncertificated
form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST;
Vector
Holdings
Vector Holdings Limited, a company incorporated in
England and Wales with company number 01375226 and having its
registered office at 2 Claridge Court, Lower Kings Road,
Berkhamsted, HP4 2AF; and
Zeus
Zeus Capital Limited, a company incorporated in
England and Wales with company number 04417845 and having its
registered office at 82 King Street, Manchester, M2 4WQ, who at the
date of this document is appointed as nominated adviser and broker
to the Company.
References to "pounds", "sterling",
"pence" and "£" are to the lawful currency of the United
Kingdom.
