TIDMDA2O
JOINT ANNOUNCEMENT
7 OCTOBER 2013
DOWNING DISTRIBUTION VCT 1 PLC ("DD1")
DOWNING INCOME VCT PLC ("DIV")
DOWNING INCOME VCT 3 PLC ("DIV3")
DOWNING INCOME VCT 4 PLC ("DIV4")
DOWNING ABSOLUTE INCOME VCT 1 PLC ("DAI1")
DOWNING ABSOLUTE INCOME VCT 2 PLC ("DAI2")
(TOGETHER, THE "COMPANIES" AND DIV, DIV3, DIV4, DAI1 AND DAI2 TOGETHER
THE "EVERGREEN VCTS" AND EACH AN "EVERGREEN VCT")
RECOMMENDED PROPOSALS TO MERGE THE COMPANIES PURSUANT TO SCHEMES OF
RECONSTRUCTION UNDER SECTION 110 OF THE INSOLVENCY ACT 1986
The boards of the Companies (the "Boards") are pleased to announce that
they have agreed terms to merge the six Companies and that they are
today writing to set out the merger proposals to their respective
shareholders for consideration. Each of the Companies is managed by
Downing LLP ("Downing").
The merger ("Merger") will be effected by the Evergreen VCTs each being
placed into members' voluntary liquidation pursuant to schemes of
reconstruction under section 110 of the Insolvency Act 1986 ("Schemes"
and each a "Scheme"). Shareholders should note that the Merger by way of
the Schemes will be outside the provisions of the City Code on Takeovers
and Mergers.
The Merger is subject to the approval of DD1's shareholder at a general
meeting, convened for 31 October 2013.
The Merger will be completed on a relative net asset basis and the
benefits shared by each set of shareholders, with the costs being split
proportionately based on the merger net asset values. Downing will bear
50% of the costs of the Merger in the cases of DIV3, DAI1 and DAI2 and
100% of the costs in the cases of DIV and DIV4. Each Scheme requires the
approval of resolutions by the DD1 shareholders and the relevant
Evergreen VCT's shareholders. Each Scheme is conditional on at least
three of the five Schemes going ahead.
The Merger will, if effected, result in an enlarged DD1 ("Enlarged
Company") with net assets of over GBP70 million. Based on the estimated
net costs of the Merger of GBP225,000, after Downing's contribution of
approximately GBP350,000, and the expected annual costs savings for the
Enlarged Company (expected to be approximately GBP440,000), the Boards
believe that the costs of the Merger would be recovered within 6 to 7
months.
On completion of the Merger, DD1 will be renamed "Downing ONE VCT plc".
Immediately following the completion of the Merger, DD1 intends to
consolidate its share capital to ensure, as near as possible, its net
asset value per ordinary share is 100p (the "Consolidation"). This will
be achieved by the rateable redesignation of a proportion of DD1's
ordinary shares as worthless deferred shares and their off-market
purchase and subsequent cancellation by DD1. Authority for the
Consolidation is being sought from the shareholders of DD1.
Following the completion of the Merger and the Consolidation, DD1
intends to make an offer to existing shareholders and members of the
public of 20 million ordinary shares (with an option to extend up to 30
million at the discretion of the directors) (the "Offer") and
shareholders' authority to allot such additional shares is being sought.
In addition, DD1 intends to take the opportunity to renew allotment,
disapplication of pre-emption rights and share purchase authorities,
approve amendments to its articles of association and approve the
cancellation of share premium account.
Further, DD1 is seeking the approval of its shareholders to enter into
related party transactions with Downing in connection with revised
investment management arrangements and promoter's fees in connection
with the Offer.
Further details of the proposals are set out below. The approval of
resolutions in connection with these proposals will be proposed at
general meetings of the Companies ("Meetings") being convened as set out
in the expected timetable below.
BACKGROUND
Set out below is a summary of historical information of the Companies,
together with the latest published NAVs (taken from the unaudited
management accounts to 31 August 2013, adjusted for dividends paid since
31 August 2013) and the respective carrying value of the investments
held be each company.
Date of
Company
listing/
admission Unaudited
to net assets Unaudited NAV per share Carrying value of the venture capital investments
Company trading (GBP) (p) (GBP'000)
DD1 3 May 1996 13,419,495 68.5 13,240
21 Dec
DIV 2005 9,082,804 33.1 8,379
DIV3 O 4 Apr 1996 11,026,586 89.0 10,833
DIV3 E 4 Apr 1996 4,922,933 85.6 4,069
DIV4 2 Dec 2004 7,116,834 35.0 6,554
19 May
DAI1 O 1997 6,989,482 85.7 5,942
19 May
DAI1 C 1997 6,526,530 70.3 5,910
DAI2 O 5 Feb 2010 13,573,835 68.4 13,725
DAI2 A 5 Feb 2010 29,846 0.1 -
The objectives of each of the Companies are broadly similar, each to
invest in a diversified portfolio of UK smaller companies in order to
generate income and capital growth over the long-term. The Companies
also have similar investment policies and the Enlarged Company will
adopt a harmonised investment policy, summarised below:
VCT In excess
Qualifying of 70%
Investments
Income Generally unquoted investments where the business 50% to 75%
producing owns substantial assets of
investments qualifying
investments
Growth Mostly AIM but may include some unquoted 25% to 50%
investments of
qualifying
investments
Non-VCT Secured property loans, non-qualifying quoted investments, Up to 30%
qualifying fixed income securities
investments
DD1 shareholders' authority for the implementation of this refined
investment policy is being sought at the Meetings.
VCTs are required to be listed on the premium segment of the Official
List, which involves a significant level of listing costs, as well as
related fees to ensure they comply with all relevant legislation. A
larger VCT should be better placed to spread such running costs across a
larger asset base and facilitate better liquidity management and, as a
result, may be able to maximise investment opportunities and sustain a
higher level of dividends to shareholders over its life.
In September 2004, the Merger Regulations were introduced allowing VCTs
to be acquired by, or merge with, each other without prejudicing the VCT
tax reliefs obtained by their shareholders. A number of VCTs have taken
advantage of these regulations to create larger VCTs for economic and
administration efficiencies, as well as to improve portfolio
diversification.
With the above in mind, the Boards entered into discussions to merge the
Companies to create a single, larger VCT. The aim is to achieve
long-term strategic benefits and reductions in the annual running costs
for all shareholders.
THE SCHEMES
The mechanism by which the Merger will be completed is as follows:
* each Evergreen VCT will be placed into members' voluntary liquidation
pursuant to a scheme of reconstruction under Section 110 of IA 1986; and
* all of the assets and liabilities of each Evergreen VCT will be
transferred to DD1 in consideration for the issue of new shares of 1p
each in the capital of DD1 ("Consideration Shares") (which will be
issued directly to the shareholders of the relevant Evergreen VCT).
In respect of each Scheme, the Consideration Shares to be issued will be
calculated on a relative net asset value basis. The relative net asset
values will be the unaudited net asset values of the Companies as at the
Calculation Date (this being 8 November 2013), adjusted to take into
consideration each company's allocation of the estimated Merger costs.
Each Scheme is conditional upon certain conditions being satisfied as
further set out in the circulars being posted to shareholders today,
including resolutions to be proposed to shareholders of each of the
Companies. Each Evergreen VCT will apply to the UKLA for cancellation of
the listing of its shares, upon the successful completion of its Scheme,
such cancellation is anticipated to take place on 11 December 2013 (the
cancellation requiring the approval of the relevant Evergreen VCT's
shareholders).
The Merger will result in the creation of an enlarged company and should
result in savings in running costs and simpler administration. As all of
the Companies have similar investment policies, a number of common
investments and are managed by Downing, this is achievable without
material disruption to the Companies and their combined portfolio of
investments.
The boards of the Companies consider that the Merger will bring a number
of benefits to all of the Companies' groups of shareholders through:
* A reduction in the expected annual running costs for most
shareholders;
* Annual running costs capped by Downing at 2.75% of net assets;
* An increased likelihood of a regular sustainable tax-free dividend
yield of at least 4% of net assets per annum;
* Dispersion of risk across a broader range of investments pursuant to a
new investment policy for the Company;
* Increased liquidity in the ability of shareholders to sell their
shares, including an intention to buy in shares at a discount of
approximately 5% to net asset value; and
* A potential reduction in the cost of, and enhanced prospects for
raising, additional capital with which to support the existing
portfolios and to make additional investments.
Additional attractive features of the Merger include:
* Simplification of management fee structure (with no performance
incentive scheme);
* Significant contribution to the costs of the Merger by Downing such
that net costs to Shareholders are expected to be recovered within 6 to
7 months; and
* No impact on the tax position of the Companies' shareholders -
existing VCT tax reliefs carry over and attach to the post Merger
investment by all of the Companies' shareholders.
If three or four of the Schemes become unconditional, then the resulting
Enlarged Company will be commensurately smaller than if all five Schemes
become unconditional with the result that the Enlarged Company will have
a less diverse portfolio, a smaller fund available for investment and a
smaller net asset base across which to spread the costs of the Schemes
that do go ahead and the running costs of the Enlarged Company going
forward. In this case, the costs of the Schemes that do go ahead may
take longer to recover than they would if the full, six-way Merger was
implemented and Shareholders in the Enlarged Company will benefit from a
less diverse portfolio of investments and a smaller initial pot of
capital available to DD1 to make further investments.
The aggregate anticipated cost of undertaking the Merger is
approximately GBP575,000 including VAT, legal and professional fees,
stamp duty and the costs of winding up the Evergreen VCTs. The costs of
the Merger will be split proportionately between the Companies by
reference to their respective merger net assets (ignoring Merger costs).
Each of the Companies will be responsible for its allocation of the
estimated Merger costs whether or not a particular Scheme is approved
and becomes effective. The Boards believe that the Schemes provide an
efficient way of merging the Companies with a lower level of costs
compared with other merger routes. DD1 was selected as the acquirer
because (i) it has accumulated losses available to set off against
future profits realising a significantly reduced corporation tax bill
for the Enlarged Company and (ii) as one of the larger of the six
Companies it is a relatively tax efficient vehicle to act as acquirer in
terms of stamp duty.
On the assumption that the net assets of the Enlarged Company will
remain the same as the aggregated sum of the net assets of the Companies
immediately after the Merger, the reduction in the annual running costs
(ignoring annual management fees, performance incentive fees and
exceptional items) for the Enlarged Company is estimated to be
approximately GBP440,000 per annum, in particular, through the reduction
in directors' and advisers' fees, audit fees, secretarial fees, printing
costs and listing fees, as well as other fixed costs. This reduction
would represent approximately 0.6% per annum of the expected net assets
of the Enlarged Company. On this basis, and assuming that no new funds
were to be raised or investments realised to meet annual costs, the
Board and the Evergreen VCTs' Boards believe that the costs of the
Merger would be recovered within 6 to 7 months.
As an illustration, had the Merger been completed on 31 August 2013, the
number of "Consolidated Consideration Shares" (being those Consideration
Shares remaining in issue following the Consolidation) that would have
been issued for each existing Evergreen VCT share held are as follows:
* DD1: 0.682 Consolidated Consideration Shares for every ordinary share
held in DD1
* DIV: 0.326 Consolidated Consideration Shares for every ordinary share
held in DIV
* DIV3O: 0.887 Consolidated Consideration Shares for every ordinary
share held in DIV3
* DIV3E: 0.853 Consolidated Consideration Shares for every E share held
in DIV3
* DIV4: 0.344 Consolidated Consideration Shares for every ordinary share
held in DIV4
* DAI1O: 0.854 Consolidated Consideration Shares for every ordinary
share held in DAI1
* DAI1C: 0.700 Consolidated Consideration Shares for every C share held
in DAI1
* DAI2O: 0.681 Consolidated Consideration Shares for every ordinary
share held in DAI2
* DAI2A: 0.001 Consolidated Consideration Shares for every A share held
in DAI2
The illustrations have are based on the unaudited NAV of each of the
Companies as at 31 August 2013, adjusted for estimated Merger Costs and
dividends paid and to be paid since 31 August 2013.
THE OFFER
The directors of DD1 have decided to take the opportunity to raise up to
GBP20 million through the Offer. The board of DD1 may, in their absolute
discretion, decide to increase the Offer to raise up to a further GBP10
million if there proves to be excess demand from investors, subject to a
maximum of 30 million new ordinary shares in DD1 being offered pursuant
to the Offer (the "Offer Shares"). This will provide DD1 shareholders
and new investors with the opportunity to invest in DD1 and benefit from
the tax reliefs available to qualifying investors in VCTs.
The Offer Shares issued under the Offer will issued at an offer price as
determined by the application of a formula taking into account an
individual investor's bespoke issue costs and agreed adviser charges.
Downing will act as promoter to the Offer and be paid a commission of
either (i) 3.5% of the initial net asset value of the Offer Shares
allotted to Investors who subscribe through authorised intermediaries;
or (ii) 5.5% of the initial net asset value of Offer Shares allotted to
Investors who subscribe directly.
The Offer is conditional on the approval of resolutions by DD1
Shareholders.
MANAGEMENT AND ADMINISTRATION ARRANGEMENTS
Downing is the investment manager of all of the Companies and also
provides administration and secretarial services to all of the
Companies.
Subject to the completion of the Merger, the Enlarged Company will enter
into revised arrangements with Downing pursuant to which Downing will
receive an annual investment management/advisory fee of an amount equal
to 1.8% of the net assets of the Enlarged Company and an annual
administration fee based on a formula of (i) a basic fee of GBP40,000
(plus RPI adjustment); (ii) a fee of 0.125% per annum on funds in excess
of GBP10 million; and (iii) GBP10,000 per additional share pool.
Downing have agreed to provide a running costs cap to the Enlarged
Company of 2.75% of net assets per annum.
It is proposed that Downing will continue to act as the discretionary
investment manager to DD1 immediately following the Merger until such
time as the DD1 registers with the FCA as its own alternative investment
fund manager pursuant to the Alternative Investment Fund Managers
Directive (2001/61/EU). At that point, Downing will switch to an
investment advisory role, albeit on the same commercial terms.
THE DD1 BOARD
The Boards have considered what the size and future composition of the
DD1 board should be following the Merger and it has been agreed that
subject to completion of the Merger, the Board composition will be
rearranged such that four new directors will be appointed and three of
the existing directors of the DD1 will resign.
Christopher Powell shall step down as chairman of DD1 to be replaced by
Chris Kay who, as a current director of DIV, DIV4 and DAI1, will bring
knowledge and experience of those VCTs to his new role. Stuart Goldsmith
will continue as a director of DD1 and Helen Sinclair (currently a
director of DIV4), Barry Dean (currently a director of DAI2) and Andrew
Griffiths (currently a director of DIV3) will be appointed to the DD1
board.
DD1 CHANGES TO ITS ARTICLES, RENEWAL OF SHARE ISSUE AND BUYBACK
AUTHORITIES AND CANCELLATION OF SHARE PREMIUM ACCOUNT
In addition to the resolutions approving the Merger and the revised
investment policy, to be proposed at the general meeting of DD1 convened
for 31 October 2013, a number of other resolutions are to be considered
by the DD1 shareholders.
DD1 intends to renew and increase its authorities to issue shares
(having disapplied pre-emption rights) for general purposes and make
market purchases of shares reflecting the increased share capital of DD1
following the Merger.
DD1 also proposes to seek the approval of its shareholders to cancel its
share premium account, subject to the sanction of the Court.
In addition, DD1 proposes to seek the approval of its shareholders to
amend its articles of association to (i) limit its borrowings to 10% of
the aggregate amount paid up on its issued share capital and the amounts
standing to the credit of the DD1's consolidated reserves (ii) increase
the aggregate maximum remuneration of directors from GBP75,000 to
GBP150,000 (iii) amend the definition of "Subsidiary" in its articles
(the intention being to ensure that such definition falls within
s1159(1) of the Companies Act in particular circumstances) and (iv) the
addition of a new article requiring the directors to comply with the
Alternative Investment Fund Managers Directive (2001/61/EU) for such
time as DD1 is registered thereunder as its own investment manager.
THE EVERGREEN VCTS' GENERAL MEETINGS
Each of the Schemes is also subject to the approval of the shareholders
of the relevant Evergreen VCT at first general meetings to be held
between 30 October and 1 November 2013, and subsequent second general
meetings to be held on 12 November 2013 (with the purpose of approving
each of the Evergreen VCTs being put into liquidation pursuant to the
Merger).
The Evergreen VCTs' shareholders are also each being asked to approve a
resolution to amend the articles of association of the relevant
Evergreen VCT in order to allow each Evergreen VCT to act as its
shareholders' receiving agent for the purpose of the valuation report,
to be prepared by an independent valuer pursuant to section 593 of the
Companies Act 2006, which will confirm to DD1 that the value of the
relevant Evergreen VCT's assets and liabilities which are being
transferred to DD1 as part of the Merger is not less than the aggregate
amount treated as being paid up on the Consideration Shares being issued
to the relevant Evergreen VCT's shareholders pursuant to that Scheme.
RELATED PARTY TRANSACTIONS
In connection with the Offer, DD1 intends to enter into the
administration fee and promotion fee arrangements with Downing (as
detailed above). DD1 also intends to enter into the revised investment
management / investment advisory arrangements with Downing (also as
detailed above).
Key features of the Investment Services Agreement
Subject to the Mergers becoming effective, the DD1 will enter into the
Investment Services Agreement with Downing LLP. The key features will be
as follows:
-- Initially a discretionary investment management arrangement (subject to
the investment policy and directions issued by the Board);
-- Converting to a non-discretionary advisory arrangement (all major new
investment decisions will be formally approved by the Board) upon the
registration of DD1 as its own alternative investment fund manager under
the AIFMD;
-- Annual investment management/advisory services fee of 1.8% of net
assets;
-- Administration fee based on a formula of (i) a basic fee of GBP40,000
(plus RPI); (ii) a fee of 0.125% per annum on funds in excess of GBP10
million; (iii) GBP10,000 per additional share pool;
-- No performance incentive scheme; and
-- 12 months' notice by either side.
Entering into this agreement represents a related party transaction
under Chapter 11 of the Listing Rules, as Downing LLP are a related
party by virtue of being the current investment manager.
Additionally, as referred to above, DD1 proposes, conditional upon
completion of the Mergers, to launch a fundraising to issue up to GBP20
million of New Shares. It is proposed that Downing will act as Promoter
of the Offer. Under the proposed Promoter Agreement with DD1, Downing
would act as agent of DD1 to use its reasonable endeavours to procure
subscribers under the Offers for up to 20 million new Ordinary Shares
for DD1 (with an option to extend the Offer by an additional 10 million
shares at the Board's discretion). Downing will be paid a fee for acting
in this role which, if all subscribers apply directly (without a
financial adviser) could amount to 5.5% of the total funds raised in the
Offer (which could be up to GBP20 million). Downing will pay all Offer
related costs out of their fee. This level of the fee, and the terms
attached thereto are fairly standard in the venture capital trust
market. This transaction represents a related party transaction under
the Listing Rules, and this agreement requires Shareholders' approval in
general meeting of Resolution 8 to proceed.
The Board, which has been so advised by Spark Advisory Partners Limited,
considers the above related Party Transactions to be fair and reasonable
so far as Shareholders are concerned. In providing its advice, Spark
Advisory Partners Limited has taken into account the Board's commercial
assessment of the Related Party Transaction.
Downing is regarded as a related party pursuant to the Listing Rules of
the UK Listing Authority by virtue of it being the investment manager of
DD1. Shareholder approval is, therefore, required under the Listing
Rules of the UK Listing Authority to enter into these transactions.
EXPECTED TIMETABLE FOR THE MERGER 2013
Latest time for the receipt of forms of proxy for 2.00 p.m. on 29 October
the DD1 General Meeting
DD1 General Meeting 2.00 p.m. on 31 October
Calculation Date 8 November
Effective Date for the transfer of the assets and 12 November
liabilities of the Evergreen VCTs to DD1 and the issue
of Consideration Shares
Announcement of the results of the DD1 General Meeting 12 November
and completion of the Schemes
Consolidation of DD1 Ordinary Share capital by the 12 November
creation and off market purchase of Deferred Shares
Admission and dealings in the Consideration Shares 15 November
to commence
CREST accounts credited with the Consolidated Consideration 15 November
Shares issued pursuant to the Schemes following the
Consolidation
Certificates for post-Consolidation Shares dispatched 26 November
by
Consideration Shares replaced by Consolidated Consideration 16 November
Shares
Certificates for the Consolidation Consideration Shares 26 November
despatched by
NEW DD1 SHARE OFFER
Opening of the new Offer for subscription 30 November
First Closing Date 4 April 2014
Offer closes* Noon on 30 April 2014
Allotments monthly
Effective date for the listing of the Offer Shares Three business days following allotment and commencement
of dealings
Share and tax certificates dispatched Within ten Business Days of allotment
*The Offer will close earlier than the date stated
if it is fully subscribed. The Directors will reserve
the right to close the Offer earlier or to extend
the Offer to no later than 6 October 2014 and to accept
applications and issue Offer Shares pursuant to the
Offer at any time prior to or after the closing date.
EXPECTED TIMETABLE FOR DOWNING INCOME VCT PLC ("DIV")
2013
Latest time for receipt of forms of proxy for the 2.30 p.m. on 28 October
DIV First General Meeting
DIV First General Meeting 2.30 p.m. 30 October
Date from which it is advised that dealings in DIV 6 November
Shares should only be for cash settlement and immediate
delivery of documents of title
Latest time for receipt of forms of proxy for the 2.20 p.m. on 8 November
DIV Second General Meeting
Calculation Date 8 November
DIV register of members closed 11 November
Record Date for DIV Shareholders' entitlements 11 November
Dealings in DIV Shares suspended 7.30 a.m. on 12 November
DIV Second General Meeting 2.20 p.m. on 12 November
Effective Date for the transfer of the assets and 12 November
liabilities of DIV to the DD1 and the issue of Consideration
Shares pursuant to the DIV Scheme
Cancellation of the listing of the DIV Shares 8.00 a.m. on 11 December
EXPECTED TIMETABLE FOR DOWNING INCOME VCT 3 PLC ("DIV3")
2013
Latest time for receipt of forms of proxy for the 3.30 p.m. on 28 October
DIV3 First General Meeting
DIV3 First General Meeting 3.30 p.m. on 30 October
Date from which it is advised that dealings in DIV3 6 November
Shares should only be for cash settlement and immediate
delivery of documents of title
Latest time for receipt of forms of proxy for the 2.40 p.m. on 8 November
DIV3 Second General Meeting
Calculation Date 8 November
DIV3 register of members closed 11 November
Record Date for DIV3 Shareholders' entitlements 11 November
Dealings in DIV3 Shares suspended 7.30 a.m. on 12 November
DIV3 Second General Meeting 2.40 p.m. on 12 November
Effective Date for the transfer of the assets and 12 November
liabilities of DIV3 to the DD1 and the issue of Consideration
Shares pursuant to the DIV3 Scheme
Cancellation of the listing of the DIV3 Shares 8.00 a.m. on 11 December
EXPECTED TIMETABLE FOR DOWNING INCOME VCT 4 PLC ("DIV4")
2013
Latest time for receipt of forms of proxy for the 3.00 p.m. on 28 October
DIV4 First General Meeting
DIV4 First General Meeting 3.00 p.m. on 30 October
Date from which it is advised that dealings in DIV4 6 November
Shares should only be for cash settlement and immediate
delivery of documents of title
Latest time for receipt of forms of proxy for the 2.00 p.m. on 8 November
DIV4 Second General Meeting
Calculation Date 8 November
DIV4 register of members closed 11 November
Record Date for DIV4 Shareholders' entitlements 11 November
Dealings in DIV4 Shares suspended 7.30 a.m. on 12 November
DIV4 Second General Meeting 2.00 p.m. on 12 November
Effective Date for the transfer of the assets and 12 November
liabilities of DIV4 to the DD1 and the issue of Consideration
Shares pursuant to the DIV4 Scheme
Cancellation of the listing of the DIV4 Shares 8.00 a.m. on 11 December
EXPECTED TIMETABLE FOR DOWNING ABSOLUTE INCOME VCT
1 PLC ("DAI1")
2013
Latest time for receipt of forms of proxy for the 4.00 p.m. on 28 October
DAI1 First General Meeting
DAI1 First General Meeting 4.00 p.m. on 30 October
Date from which it is advised that dealings in DAI1 6 November
Shares should only be for cash settlement and immediate
delivery of documents of title
Latest time for receipt of forms of proxy for the 3.00 p.m. on 8 November
DIA1 Second General Meeting
Calculation Date 8 November
DAI1 register of members closed 11 November
Record Date for DAI1 Shareholders' entitlements 11 November
Dealings in DAI1 Shares suspended 7.30 a.m. on 12 November
DAI1 Second General Meeting 3.00 p.m. on 12 November
Effective Date for the transfer of the assets and 12 November
liabilities of DAI1 to the DD1 and the issue of Consideration
Shares pursuant to the DAI1 Scheme
Cancellation of the listing of the DAI1 Shares 8. 00 a.m. on 11 December
EXPECTED TIMETABLE FOR DOWNING ABSOLUTE INCOME VCT
2 PLC ("DAI2")
2013
Latest time for receipt of forms of proxy for the 11.30 a.m. on 30 October
DAI2 First General Meeting
DAI2 First General Meeting 11.30 a.m. on 1 November
Date from which it is advised that dealings in DAI2 6 November
Shares should only be for cash settlement and immediate
delivery of documents of title
Calculation Date 8 November
Latest time for receipt of forms of proxy for the 3.20 p.m. on 8 November
DAI2 Second General Meeting
DAI2 register of members closed 11 November
Record Date for DAI2 Shareholders' entitlements 11 November
Dealings in DAI2 Shares suspended 7.30 a.m. on 12 November
DAI2 Second General Meeting 3.20 p.m. on 12 November
Effective Date for the transfer of the assets and 12 November
liabilities of DAI2 to the DD1 and the issue of Consideration
Shares pursuant to the DAI2 Scheme
Cancellation of the listing of the DAI2 Shares 8.00 a.m. on 11 December
DOCUMENTS AND APPROVALS
DD1 shareholders will receive a copy of a circular convening the DD1
general meeting to be held on 31 October 2013 (together with a
securities note relating to the Merger (the "Securities Note") at which
DD1 shareholders will be invited to approve resolutions in connection
with the proposals.
The Evergreen VCTs' shareholders will each receive a circular convening
the Evergreen VCTs' first general meetings on 30 October 2012 (in the
case of DIV, DIV3, DIV4 and DAI1) and 1 November 2013 (in the case of
DAI2) and the Evergreen VCTs' second general meetings on 12 November
2013 (together with the Securities Note) at which Evergreen VCTs'
shareholders will be invited to approve resolutions in connection with
their relevant Scheme.
Copies of the Prospectus (comprising the Securities Note together with a
registration document and summary), the DD1 circular and the Evergreen
VCTs' circulars have been submitted to the UK Listing Authority and will
be shortly available for download both from the Downing website
(www.downing.co.uk) and the national storage mechanism
(www.morningstar.co.uk/uk/NSM).
For further information, please contact:
Investment Manager and Administrator for the Companies
Downing LLP - Grant Whitehouse - Telephone: 0207 416 7780
Solicitors to the Companies
RW Blears LLP - Frank Daly - Telephone: 020 3192 5690
Sponsor to DD1
Neil Baldwin - Spark Advisory Partners Limited - Telephone: 0203 368
3554
The directors and proposed directors of DD1 accept responsibility for
the information relating to DD1 and its directors and proposed directors
contained in this announcement. To the best of the knowledge and belief
of such directors and proposed directors (who have taken all reasonable
care to ensure that such is the case), the information relating to DD1
and its directors and proposed directors contained in this announcement,
for which they are solely responsible, is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
The directors of DIV accept responsibility for the information relating
to DIV and its directors contained in this announcement. To the best of
the knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case), the information
relating to DIV and its directors contained in this document, for which
they are solely responsible, is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The directors of DIV3 accept responsibility for the information relating
to DIV3 and its directors contained in this announcement. To the best of
the knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case), the information
relating to DIV3 and its directors contained in this document, for which
they are solely responsible, is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The directors of DIV4 accept responsibility for the information relating
to DIV4 and its directors contained in this announcement. To the best of
the knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case), the information
relating to DIV4 and its directors contained in this document, for which
they are solely responsible, is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The directors of DAI1 accept responsibility for the information relating
to DAI1 and its directors contained in this announcement. To the best of
the knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case), the information
relating to DAI1 and its directors contained in this document, for which
they are solely responsible, is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The directors of DAI2 accept responsibility for the information relating
to DAI2 and its directors contained in this announcement. To the best of
the knowledge and belief of such directors (who have taken all
reasonable care to ensure that such is the case), the information
relating to DAI2 and its directors contained in this document, for which
they are solely responsible, is in accordance with the facts and does
not omit anything likely to affect the import of such information.
RW Blears LLP are acting as legal advisers for the Companies and for no
one else in connection with the matters described herein and will not be
responsible to anyone other than the Companies for providing the
protections afforded to clients of RW Blears LLP or for providing advice
in relation to the matters described herein.
Spark Advisory Partners Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
sponsor for DD1 and no one else and will not be responsible to any other
person for providing the protections afforded to customers of Spark
Advisory Partners Limited or for providing advice in relation to any
matters referred to herein.
This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: Downing Absolute Income VCT 2 Plc via Thomson Reuters ONE
HUG#1734180
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