Mobeus Income & Growth VCT plc
(LEI: 213800HKOSEVWS7YPH79)
(MIG)
Mobeus Income & Growth 2 VCT plc
(LEI: 213800LY62XLI1B4VX35)
(MIG 2)
Mobeus Income & Growth 4 VCT plc
(LEI: 213800IFNJ65R8AQW943)
(MIG 4)
The
Income & Growth VCT plc
(LEI:
213800FPC15FNM74YD92)
(I&G)
(together the Companies and each a Company)
26
July 2024
GENERAL MEETINGS AND MERGER RESULTS
Introduction
On 18 June 2024, the Companies
issued a joint circular (Circular) setting out proposals for,
amongst other things, merging the four Companies into two
(Merger), offers for
subscription by MIG and I&G (as the proposed surviving
Companies, such offers being conditional on the Merger becoming
effective) and notices for general meetings of the Companies to be
convened on 18 July 2024 (all Companies) and 26 July 2024 (MIG 2
and MIG 4 only) in connection therewith (General Meetings and each a
General
Meeting).
General Meetings
On 18 July 2024, the Companies
announced that all the resolutions proposed at their respective
General Meetings held on that day were duly passed.
MIG 2 and MIG 4 are pleased to
announce that the resolutions proposed at their respective General
Meetings held earlier today were duly
passed. Set out below are the results of those General
Meetings.
MIG
2
Proxy results were received in
respect of 5,969,986 ordinary shares representing 6.18% of the
issued share capital as at 24 July 2024.
The following table shows the proxy
votes cast for the resolution:
|
For
|
Against
|
Withheld
|
|
Number
|
Percentage
|
Number
|
Percentage
|
|
5,612,349
|
96.37%
|
211,246
|
3.63%
|
146,391
|
1. A withheld vote is not a
vote in law and, accordingly, is not counted in the calculation of
the proportion of votes "For" and "Against" the
resolution.
2. Any proxy appointments
which gave discretion to the Chair have been included in the vote
"For" total.
A copy of the resolutions passed at
the MIG 2 General Meeting will shortly be available for inspection
on both MIG 2's website (www.mig2vct.co.uk) as well as at the National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
MIG
4
Proxy results were received in
respect of 7,221,449 ordinary shares representing 6.55% of the
issued share capital as at 24 July 2024.
The following table shows the proxy
votes cast for the resolution:
|
For
|
Against
|
Withheld
|
|
Number
|
Percentage
|
Number
|
Percentage
|
|
6,591,566
|
91.56%
|
607,990
|
8.44%
|
21,893
|
1. A withheld vote is not a
vote in law and, accordingly, is not counted in the calculation of
the proportion of votes "For" and "Against" the
resolution.
2. Any proxy appointments
which gave discretion to the Chair have been included in the vote
"For" total.
A copy of the resolutions passed at
the MIG 4 General Meeting will shortly be available for inspection
on both MIG 4's website (www.mig4vct.co.uk) as well as at the National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
MERGER RESULTS
The Companies are pleased to confirm
that all conditions to the Merger were satisfied and the Merger has
been implemented. Accordingly:
MIG/MIG 2
MIG 2 has been placed into members'
voluntary liquidation and new ordinary shares of 1p each in the
capital of MIG (MIG Consideration
Shares) have been issued in consideration for the transfer
of the assets and liabilities of MIG 2 to MIG. The total number of
MIG Consideration Shares issued to MIG 2's shareholders was
102,889,464, at an issue price of 56.08925784p per share (on a
ratio of 1.06486903 MIG Consideration Shares for each ordinary
share in MIG 2).
Application will shortly be made for
all the MIG Consideration Shares issued to be admitted to the
Official List and to trading on the main market of the London Stock
Exchange. It is expected that admission will become effective and
that trading will commence on 29 July 2024. CREST accounts are also
expected to be credited on 29 July 2024.
Following this allotment, the issued
share capital of MIG is 265,012,332 ordinary shares and the total
number of shares with voting rights in MIG is 265,012,332.
MIG does not hold any shares in treasury.
The above figure (265,012,332) can be
used by MIG shareholders as the denominator for the calculations by
which to determine if they are required to notify their interest
in, or a change to, their interest in MIG under the FCA's
Disclosure and Transparency Rules.
The suspension of the listing of MIG
2's shares took place at 7.30 a.m. today (26 July 2024) and the
cancellation of MIG 2's shares will take place from the
commencement of trading on 23 August 2024.
As a result of the Merger becoming
effective, Bridget Guérin has today stepped down as a director of
MIG and Ian Blackburn and Sarah Clark (directors of MIG 2) have
today been appointed as directors of MIG. MIG's accounting
reference date has also been shortened from 31 December to 30
September to align with that of I&G.
The unaudited NAV per MIG share as at
26 July 2024 following the Merger is 56.09p (this being the Merger
Value of a MIG share (to two decimal places)).
I&G/MIG 4
MIG 4 has been placed into members'
voluntary liquidation and new ordinary shares of 1p each in the
capital of I&G (I&G
Consideration Shares) have been issued in consideration for
the transfer of the assets and liabilities of MIG 4 to I&G. The
total number of I&G Consideration Shares issued to MIG 4's
shareholders was 111,563,043, at an issue price of 72.34659061p per
share (on a ratio of 1.01194741 I&G Consideration Shares for
each ordinary share in MIG 4).
Application will shortly be made for
all the I&G Consideration Shares issued to be admitted to the
Official List and to trading on the main market of the London Stock
Exchange. It is expected that admission will become effective and
that trading will commence on 29 July 2024. CREST accounts are also
expected to be credited on 29 July 2024.
Following this allotment, the issued
share capital of I&G is 267,312,818 ordinary shares and the
total number of shares with voting rights in I&G is
267,312,818. I&G does not hold any shares in
treasury.
The above figure (267,312,818) can
be used by I&G shareholders as the denominator for the
calculations by which to determine if they are required to notify
their interest in, or a change to, their interest in I&G under
the FCA's Disclosure and Transparency Rules. The suspension of the
listing of MIG 4's shares took place at 7.30 a.m. today (26 July
2024) and the cancellation of MIG 4's shares will take place from
the commencement of trading on 23 August 2024.
As a result of the Merger becoming
effective, Graham Paterson (chair of MIG 4) has today been
appointed as a director of I&G.
The unaudited NAV per I&G share
as at 26 July 2024 following the Merger is 72.35p (this being the
Merger Value of a I&G share (to two decimal
places)).
OFFERS
MIG and I&G (as the surviving
Companies) launched offers for subscription contained in a
prospectus issued jointly by those Companies on 18 June 2024
(Offers). The Offers were
conditional on resolutions being passed at the General Meetings
held by those Companies on 18 July 2024 and the Merger becoming
effective.
MIG and I&G are pleased to
confirm that the Offers are now unconditional and will open for
applications on 2 September 2024. A copy of the Prospectus is
available on MIG's website (www.migvct.co.uk) and on I&G's website (www.incomeandgrowthvct.co.uk)
as well as at the National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
FURTHER INFORMATION
For further information, please
contact:
Gresham House Asset Management
Limited
Company Secretary
Telephone: +44 (0)20 7382
0999
