Hargreave Hale AIM 2 Hargreave Hale Aim Vct 2 Plc : Publication Of Prospectus
February 12 2018 - 11:14AM
UK Regulatory
TIDMHHVT
Hargreave Hale AIM VCT 1 plc ("HH1")
Hargreave Hale AIM VCT 2 plc ("HH2")
(together the "Companies")
12 February 2018
Publication of a Prospectus (the "Prospectus") and Circulars (the
"Circulars") in connection with recommended proposals to merge the
Companies (to be completed pursuant to a scheme of reconstruction (the
"Scheme" or "Merger") under section 110 Insolvency Act 1986) and an
offer for subscription by HH1.
On 27 December 2017, the boards of HH1 and HH2 (the "Boards") announced
that they had entered into discussions to merge the Companies into one
company (the "Enlarged Company") and the HH1 Board announced that it
also intended to raise further funds into HH1 pursuant to an offer for
subscription (the "Offer"). The Boards are pleased to advise that
discussions have now concluded and that the Companies have today issued
the Circulars to set out the proposals for the Merger for consideration
by their respective shareholders and that HH1 has issued a Prospectus
relating to the Offer and Merger. The Companies have the same investment
mandates and are both managed by Hargreave Hale Limited ("Hargreave
Hale").
The Offer
HH1 is seeking to raise GBP20 million under the Offer (together with an
over-allotment facility of up to a further GBP10 million), which is
subject to the approval of the HH1 shareholders. The Offer is not
conditional on the Merger proceeding and vice versa. The expected
timetable for the Offer is set out below.
The Scheme
The Boards consider that the interests of each Company's shareholders
will be better served by an enlarged single company, reduced annual
costs as a proportion of total net assets, a simplified management
structure and an increased level of funds available for investment and
by merging two VCTs with many common holdings under the same management.
As the Companies have the same investment manager and advisers, the same
investment objective and policy, and significant overlap within their
investment portfolios, the proposed Merger should be achievable without
major additional cost or disruption to the Companies.
The Manager is making a significant contribution to the costs of the
Merger. This, together with the anticipated annual cost savings, should
allow the Companies to recover their costs in approximately one year of
completion of the Merger. The net costs of the Merger will be split
proportionately between the Companies.
The mechanism by which the Merger will be completed is as follows:
-- HH2 will be placed into members' voluntary liquidation pursuant to a
scheme of reconstruction under Section 110 IA 1986; and
-- all of the assets and liabilities of HH2 will be transferred to HH1 in
consideration for the issue of Scheme Shares.
The Scheme will be completed on a relative unaudited net asset value
basis, adjusted for the anticipated costs of the Scheme, based on the
latest unaudited valuations of the Companies' investments. The effect of
the Scheme will be that the HH2 shareholders will receive HH1 shares
with the same total net asset value as their HH2 shares at the date on
which the number of shares to be issued under the Scheme is to be
calculated.
The Scheme is conditional upon its approval by the HH1 shareholders and
by the HH2 shareholders, as well as the other conditions set out in the
Prospectus and Circulars.
Shareholders and investors should note that the merger by way of the
Scheme will be outside the provisions of the City Code on Takeovers and
Mergers.
The portfolio of assets which will be transferred from HH2 to the
Enlarged Company as part of the Scheme is considered to be in keeping
with HH1's investment policy. The extent of the liabilities (if any)
which will be transferred from HH2 to HH1 as part of the Scheme will be
those which are incurred in the ordinary course of business and merger
costs which remain unpaid at the time of transfer. Any such liabilities
are expected to be nominal in comparison to the value of the assets.
HH2 shareholders who do not vote in favour of the Resolution to be
proposed at HH2's first general meeting, as referred to in the timetable
below, are entitled to dissent and have their shareholding purchased by
the liquidators of HH2 (the "Liquidators") at a price agreed between the
dissenting HH2 shareholders and the Liquidators (or by arbitration),
which will be fair and reasonable, but nevertheless would be expected to
be at a significant discount to the net asset value of a HH2 share. If
the conditions of the Scheme are not satisfied, the Companies will
continue in their current form and the Boards will continue to review
all options available to them regarding the future of the Companies.
Clearance has been requested from HMRC that the Scheme meets the
requirements of the Merger Regulations and, therefore, that the
implementation of the Scheme should not affect the status of HH1 as a
VCT and completion of the Merger is conditional on this. It is the
intention of the HH1 Board to continue to comply with the requirements
of ITA 2007 following the Merger so that HH1 continues to qualify as a
VCT.
EXPECTED TIMETABLE, OFFER STATISTICS AND COSTS
Expected Timetable for the Scheme
HH1
Latest time and date for receipt of forms of proxy 11.30 am on 14 March
for HH1 General Meeting 2018
HH1 General Meeting 11.30 am on 16 March
2018
HH2 First General Meeting 11.45 am on 16 March
2018
Final expected date of trading of the HH2 Shares 22 March 2018
Scheme Record Date for HH2 Shareholders' entitlements 5.00 pm on 22 March
under the Scheme 2018
Scheme Calculation Date After 5.00 pm on 22
March 2018
Dealings in HH2 Shares suspended 7.30 am on 23 March
2018
HH2 Second General Meeting 12 pm on 23 March 2018
Scheme Effective Date for the transfer of the assets 23 March 2018
and liabilities of HH2 to the Company and the issue
of Scheme Shares
Announcement of the results of the Scheme 23 March 2018
Admission of, and dealings in, Scheme Shares issued 7.30 am on 26 March
to commence 2018
HH2
Latest time and date for receipt of forms of proxy 11.45 am on 14 March
for the 2018
First General Meeting
First General Meeting 11.45 am on 16 March
2018
Latest time for receipt of forms of proxy for the 12.00 pm on 21 March
Second General Meeting 2018
Final expected date of trading of the Shares 22 March 2018
Scheme Record Date for Shareholders' entitlements 5.00 pm on 22 March 2018
under the Scheme
Scheme Calculation Date After 5.00 pm on 22
March 2018
Dealings in Shares suspended 7.30 am on 23 March 2018
Register of Members closed 7.30 am on 23 March 2018
Second General Meeting 12.00 pm on 23 March
2018
Scheme Effective Date for the transfer of the assets After 5.00 pm on 23
and liabilities of the Company to HH1 and the issue March 2018
of Scheme Shares
Announcement of the results of the Scheme After 5.00 pm on 23
March 2018
Cancellation of the Shares' listing 7.30 am on 26 March 2018
Admission of, and dealings in, Scheme Shares to 7.30 am on 26 March 2018
commence
CREST accounts credited (if applicable) 26 March 2018
Certificates for Scheme Shares dispatched to Within 15 business days
Shareholders of 23 March 2018
Expected timetable for the Offer
Launch date of the Offer 12 February 2018
First allotments under the Offer 20 March 2018
Deadline for receipt of Applications for final allotment 12.00 pm on 5 April 2018
in 2017/18 tax year
Deadline for receipt of Applications for final allotment 12.00 pm on 31 January
in 2018/19 tax year 2019
Closing date of the Offer 12.00 pm on 31 January
2019
-- The Offer will close earlier if fully
subscribed. The Board reserves the right to close the Offer earlier and
to accept Applications and issue Offer Shares at any time following the
receipt of valid Applications.
-- The results of the Offer will be announced to
the London Stock Exchange through a Regulatory Information Service
provider authorised by the Financial Conduct Authority.
-- Dealing is expected to commence in the Offer
Shares within 10 business days of allotments and share and tax
certificates are expected to be despatched within 14 business days of
allotments.
-- The dates set out in the expected timetable
above may be adjusted by the Companies, in which event details of the
new dates will be notified through a Regulatory Information Service
provider.
Offer Statistics
Total offer size: GBP20,000,000 with GBP10,000,000 over-allotment
Minimum subscription GBP5,000
Offer Price 3.5% premium to last published NAV.
Costs of Offer Up to 3.5% of gross proceeds of the Offer
Adviser charge or 1% on the value of successful applications submitted
intermediary through them or introductory commission of 0.5% plus
commission trail commission
Related Party Transaction
In connection with the Offer, Hargreave Hale will receive a fee of up to
3.5% of the aggregate value of accepted applications for shares received
by HH1 under the Offer. Out of this fee Hargreave Hale will pay all
costs and expenses of or incidental to the Offer. In addition, HH1 has
agreed with Hargreave Hale to increase the annual administration fee
payable to Hargreave Hale by GBP55,000 per annum. The above arrangements
fall within Listing Rule 11.1.10 R.
Copies of the Prospectus and Circulars will shortly be available for
inspection at the National Storage Mechanism, which is located at:
http://www.morningstar.co.uk/uk/NSM
and on the Companies' website:
https://www.hargreaveaimvcts.co.uk/
For additional information, please contact:
Stuart Brookes
Company Secretary
Hargreave Hale AIM VCT 1 & 2 plc
01253 754740
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Hargreave Hale AIM VCT 2 plc via Globenewswire
https://hargreaveaimvcts.co.uk/
(END) Dow Jones Newswires
February 12, 2018 12:14 ET (17:14 GMT)
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