Publication of a Circular
June 08 2023 - 7:38AM
Publication of a Circular
Foresight Solar & Technology VCT
plcLEI: 21380013CXOR8N6OD977
Publication of a Circular
Following the payment on 22nd March 2023 by Foresight Solar
& Technology VCT plc (the
“Fund”) of a first special
dividend of £45,700,000 to its Ordinary Shareholders after the
successfully completing the sale of its entire portfolio of solar
assets, equivalent to 132 pence per Ordinary Share (“the
First Special Dividend”) the Fund has today issued a
circular to shareholders (the
“Circular”)
convening a General Meeting and Class Meetings to be held at 10.30
a.m. on 5th July 2023 (the
“Meetings”)
tabling Resolutions which, if approved by Shareholders and taken
together, would result in the closure of the Ordinary Share Fund
following the payment of a proposed second special dividend of
approximately £1,900,000 to its Ordinary Shareholders (“the
Second Special Dividend”) by the:
- Redesignation of a pro rata number of Ordinary Shares for each
Ordinary Shareholder, equal in value to the nominal Ordinary Share
capital and other non-distributable reserves of approximately
£600,000 as FWT Shares with an aggregate net asset value of
approximately £600,000;
- Redesignation of the remaining Ordinary Shares as Deferred
Convertible Preferred Shares (“DCP Shares”);
- Payment of the Second Special Dividend to its Ordinary
Shareholders amounting to approximately 5.5p per Ordinary Share
and, in aggregate, as a class, to approximately £1,900,000 which
would be paid on or around Tuesday 25th July 2023 to Ordinary
Shareholders on the register on Friday 30th June 2023 (before the
redesignation of Ordinary Shares as FWT Shares and DCP
Shares);
- Attribution of £2 plus the benefit of certain overseas claims,
currently attributed to the Ordinary Shares, to the DCP
Shares;
- Attribution to and pooling with the other assets attributable
to the FWT Shares of the remaining assets attributable to the
Ordinary Shares of approximately £600,000; and
- Consequential amendments to the Company’s articles of
association.
The Company is unable to distribute the residual nominal
Ordinary Share capital of approximately £350,000 and additional
non-distributable reserves of approximately £250,000 without
compromising the VCT tax reliefs attributable to New FWT Shares
issued within three years of such a distribution and breaching
Companies Act 2006 restrictions respectively.
As the Company has been raising FWT Share capital within the
last three years and will continue to do so, a distribution of the
residual nominal Ordinary Share capital now or in the foreseeable
future is not feasible as this would prejudice some existing FWT
Shareholders and those Ordinary Shareholders who want to reinvest
some or all of their share of the First Special Dividend and/or the
Second Special Dividend in FWT Shares under the current offer of
FWT Shares.
Therefore, subject to the passing of the Resolutions, the Board
proposes that, following payment of the First Special Dividend and
the. Second Special Dividend the Ordinary Share Fund be closed, in
summary, by the transfer of the remaining cash assets in the
Ordinary Shares Fund, amounting to approximately £600,000, to the
FWT Share Fund and, in consideration for this transfer, a pro rata
number of existing Ordinary Shares will be redesignated as FWT
Shares equal in value to approximately £600,000, in aggregate,
based on the latest available net asset value of a FWT share as
adjusted, as the Board considers appropriate, following the passing
of the Resolutions. The remaining Ordinary Shares will be
redesignated as DCP Shares with a continuing entitlement to the
benefit of certain overseas claims brought by the Fund against the
Spanish and Italian Government for the benefit of its Ordinary
Shareholders some years ago. The DCP Shares will carry no
meaningful rights except that if the Fund should receive a pay out
from these overseas claims before a long stop date, the DCP shares
will automatically be redesignated as FWT Shares equal in value to
the pay-out received based on the net asset value of a FWT Share on
or about the date of receipt.
An amount of the sale proceeds was held back from the First
Special Dividend in order to leave the Ordinary Share class with
the minimum residual market value necessary to retain the listing
of the Ordinary Shares on the London Stock Exchange until the
Ordinary Shares Fund is closed. The retention of the listing of the
Ordinary Shares until the closure of the Ordinary Shares Fund is a
condition of the Company’s continuing status as a venture capital
trust. Further details of the Resolutions and the rationale for
their proposition are set out in the Circular.
The full proposed timetable is set out below.
Dealings suspended
for the ordinary shares |
7:30 am on
Wednesday 28th June 2023 |
Ex-dividend date
for the entitlement to the Second Special Dividend |
7:30 am on
Thursday 29th June 2023 |
Record Date for
the entitlement of Ordinary Shareholders to the Second Special
Dividend |
6.00 pm on Friday
30th June 2023 |
Record Date for
the entitlement of holders of Ordinary Shares to their new holdings
of FWT Shares and DCP Shares |
6.00 pm on Friday
30th June 2023 |
Latest time and
date for receipt of forms of proxy for the General Meeting,
Ordinary Share FWT Share Class Meeting |
10.30 a.m., 10.35
a.m. and 10.40 a.m. respectively on Monday 3rd July 2023 |
General Meeting of
the Company |
10:30 am on
Wednesday 5th July 2023 |
Class Meeting of
the holders of Ordinary Shares |
10.35 am on
Wednesday 5th July 2023 |
Class Meeting of
the holders of FWT Shares |
10.40 am on
Wednesday 5th July 2023 |
Announcement of
the results of the Meetings |
Wednesday 5th
July 2023 |
First FWT
Calculation Date |
Wednesday 5th
July 2023 |
Date on which the
Company announces the numbers of New FWT Shares and DCP Shares
arising from the redesignation of Ordinary Shares |
Wednesday 5th
July 2023 |
CREST accounts
credited with the New FWT Shares |
Friday 7th July
2023 |
Dispatch of share
certificates for New FWT Shares and DCP Shares |
by Friday 21st
July 2023 |
Expected date of
the payment of the Second Special Dividend |
by Tuesday 25th
July 2023 |
If any of the above times and/or dates materially change, the
revised times and/or dates will be notified to Shareholders by an
announcement through the Regulatory Information Service of the
London Stock Exchange.
The Circular has been submitted to the Financial Conduct
Authority and shall shortly be available for download from the
Foresight website (www.foresightgroup.eu) and the National Storage
Mechanism (www.morningstar.co.uk/uk/NSM).
For further information please contact:
Gary Fraser, Foresight Group: 020 3667 8181
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