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RNS Number : 2398X
Longbow Growth and Income VCT
10 February 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR south
africa OR any jurisdiction in which the same could be unlawful. the
information contained herein does not constitute an offer of
securities for sale in any jurisdiction, including in the united
states, CANADA, australia, japan OR south africa.
10 February 2012
LONGBOW GROWTH AND INCOME VCT PLC
PUBLICATION OF CIRCULAR
Introduction
In July 2011, Longbow Growth and Income VCT plc (the "Company")
completed an offer for subscription raising gross proceeds of
approximately GBP1.1 million and its Shares were admitted to
listing on the premium segment of the Official List and trading on
the Main Market of the London Stock Exchange.
Further to the interim management statement released by the
Company on 20 November 2011, the Board has reviewed the Company's
management arrangements and concluded, against the background of
its belief that it does not make economic sense to operate a listed
VCT with assets under management of only approximately GBP1
million, that Shareholders' interests will be best served by a
merger with another listed VCT. After considering available
options, the Board has reached agreement with ProVen Health VCT plc
("ProVen Health VCT") in respect of a merger of the assets of the
Company and ProVen Health VCT pursuant to a scheme of
reconstruction and winding up of the Company under section 110 of
the Insolvency Act 2006.
Under the Proposals, the Company will be placed into members'
voluntary liquidation and its assets (comprising its investment in
Polytherics Limited and uninvested cash) will (after setting aside
a Liquidation Fund to cover the liabilities of the Company) be
transferred to ProVen Health VCT in consideration for the issue of
New ProVen Health VCT Shares to Shareholders. The New ProVen Health
VCT Shares will rank pari passu with the existing ProVen Health VCT
Shares, save that they shall not qualify for the interim dividend
payable by ProVen Health VCT in respect of the year ended 31
January 2012.
The Company has today published a circular (the "Circular") to
its Shareholders in connection with Proposals. Shareholders have
also been sent a copy of Prospectus published by ProVen Health VCT
in relation to the Proposals.
Implementation of the Proposals is conditional upon the passing
of the Resolutions at the General Meetings. In the event that
either of the Resolutions is not passed or any other condition of
the Proposals is not met, the Proposals will not be implemented and
the Board will formulate new proposals for the winding up of the
Company.
Information on ProVen Health VCT plc
ProVen Health VCT is a venture capital trust which was launched
in February 2001. ProVen Health VCT is managed by Beringea LLP.
ProVen Health VCT aims to provide investors with an attractive
return by maximising the stream of tax-free dividend distributions
from the capital gains and income generated from a diversified
portfolio of investments in the health sector. In conjunction with
the Proposals, ProVen Health VCT intends to amend its investment
policy. Its proposed new investment policy would allow ProVen
Health VCT to make investments in a diversified portfolio of growth
companies in a number of sectors (rather than restrict investments
to companies in the health sector). A resolution to approve the
change to the investment policy of ProVen Health VCT will be
considered at the ProVen Health VCT General Meeting (although the
Proposals are not conditional upon the passing of this resolution).
Given the largely unquoted nature of ProVen Health VCT's investment
portfolio, its current 100 per cent exposure to the health sector
and the continued sourcing of health sector investments, it is
expected that ProVen Health VCT will continue to be predominantly
exposed to the health sector for the foreseeable future.
ProVen Health VCT's investment portfolio consists of eight
unquoted investments and two quoted investments. As at 31 October
2011 (being the date of the latest unaudited valuations of Proven
Health VCT's portfolio), the aggregate valuation of ProVen Health
VCT's investment portfolio was GBP5.12 million. In addition, ProVen
Health VCT had cash and liquidity fund investments of approximately
GBP3.71 million. As at 31 October 2011, the unaudited net asset
value per ProVen Health VCT Share was 45.5p.
Source: Beringea LLP.
Benefits of the Proposals
The Directors consider that the Proposals have the following
benefits for Shareholders:
-- they allow Shareholders to roll over their investment in a
tax efficient manner (without incurring an immediate liability to
UK capital gains tax);
-- Shareholders will retain the upfront VCT income tax relief
they obtained on subscription for their Shares (provided they
retain their New ProVen Health VCT Shares until at least five years
after their Shares in the Company were issued);
-- the merger of ProVen Health VCT and the Company will create a
single VCT with a greater capital base over which to spread
administration and management costs;
-- Shareholders will be invested in a VCT which already has ten
portfolio investments;
-- the enlarged ProVen Health VCT will have a more diversified
portfolio thereby dispersing the portfolio risk across a broader
range of investments and businesses;
-- ProVen Health VCT is managed by Beringea, an investment
manager with significant experience in investing in small and
medium sized unquoted companies; and
-- the costs and expenses of the Proposals, if implemented, will
be met by Longbow Capital and Beringea (through a management fee
waiver).
Costs and expenses
The aggregate costs and expenses to be incurred by the Company
and ProVen Health VCT in connection with the Proposals are expected
to be approximately GBP100,000 (including VAT and stamp duty).
ProVen Health VCT has agreed to meet GBP75,000 (including
irrevocable VAT and stamp duty) of those costs and expenses with
all of this amount to be reimbursed to ProVen Health VCT by
Beringea by means of a partial management fee waiver over two years
commencing on the Effective Date (with GBP9,375 of the management
fees otherwise payable to Beringea waived each quarter until the
GBP75,000 of costs and expenses paid by ProVen Health VCT have been
recovered in full). Longbow Capital has agreed to meet the balance
of the costs and expenses payable by the Company and ProVen Health
VCT in connection with the Scheme. Accordingly, the Company shall
not bear any of the costs and expenses of the Proposals if they
become effective.
If the Scheme does not become effective, the Company will bear
abort costs and expenses estimated at approximately GBP22,500
(including VAT). In these circumstances, the Board intends to
formulate new proposals for the liquidation of the Company which
would result in additional costs being incurred by the Company.
In conjunction with the Scheme, ProVen Health VCT intends to put
forward proposals for an Enhanced Share Buyback whereby existing
ProVen Health VCT Shareholders will be provided with the
opportunity to sell back their ProVen Health VCT Shares subject to
the condition that they use the sale proceeds to subscribe for new
ProVen Health VCT Shares (whilst obtaining new income tax relief of
up to 30 per cent. of the amount re-subscribed). ProVen Health VCT
also intends to carry out an Offer for Subscription to raise gross
proceeds of up to GBP1 million. Further details of the Enhanced
Share Buyback and the Offer for Subscription are set out in the
Prospectus.
Shareholder meetings
The implementation of the Proposals will require Shareholders to
vote in favour of resolutions to be proposed at general meetings of
the Company (the "General Meetings") which have been convened for
12 noon on 7 March 2012 and 10.00 a.m. on 16 March 2012. The
notices convening the General Meetings, which set out in full the
terms of the resolutions which are to be proposed, are set out in
the Circular. The General Meetings will be held at the offices of
Dickson Minto W.S., 16 Charlotte Square, Edinburgh EH3 4DF.
EXPECTED TIMETABLE
All references are to UK time.
2012
Latest time and date for receipt 12 noon on 5 March
of blue forms of proxy for the
First General Meeting
First General Meeting 12 noon on 7 March
Time and date from which it is 8.00 a.m. on 8
advised that dealings in Shares March
should only be for cash settlement
and immediate should only be for
cash settlement and immediate
delivery of documents of title
Record Date for Shareholders' 6.00 p.m. on 12
entitlements under the Scheme March
Shares disabled in CREST(1) 7.30 a.m. on 13
March
Calculation Date close of business
on 13 March
Latest time and date for receipt 10.00 a.m. on
of green forms of proxy for the 14 March
Second General Meeting
Dealings in Shares suspended 7.30 a.m. on 16
March
Second General Meeting 10.00 a.m. on
16 March
Effective Date for implementation 16 March
of the Scheme and commencement
of the liquidation of the Company
Admission to listing and dealings 8.00 a.m. on 19
commence in the New ProVen Health March
VCT Shares issued pursuant to
the Scheme
New ProVen Health VCT Shares issued 8.00 a.m. on 19
in uncertificated form credited March
to CREST accounts of Shareholders
under the Scheme
Share and tax certificates in week commencing
respect of New ProVen Health VCT 9 April
Shares issued in certificated
form pursuant to the Scheme despatched
to Shareholders entitled thereto
Cancellation of listing of Shares 8.00 a.m. on 30
April
Notes:
(1) For the avoidance of doubt, the Register will remain open
until the Effective Date.
(2) Each of the times and dates in the above expected timetable
(other than in relation to the General Meetings) may be extended or
brought forward without further notice. If any of the above times
and/or dates changes, the revised time(s) and/or date(s) will be
notified to Shareholders by an announcement through a Regulatory
Information Service provider.
Total voting rights
The Company announces that it has forfeited and cancelled
117,300 Ordinary Shares allocated pursuant to its offer for
subscription in July 2011 in respect of which the issue price
remains unpaid. The Company now has 1,057,592 Ordinary Shares in
issue, each with voting rights. The Company does not hold any
shares in treasury. Accordingly, the total number of voting rights
in the Company is 1,057,592. The above figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the Disclosure and
Transparency Rules.
Definitions
The definitions set out below apply in this announcement unless
the context requires otherwise:
Admission Admission the admission of the
New ProVen Health VCT Shares to
be issued under the Proposals to
the Official List with a Premium
Listing and to trading on the Main
Market
Beringea Beringea LLP (the investment manager
of ProVen Health VCT), a limited
liability partnership registered
in England and Wales with registered
number OC342919
Board or Directors the directors of the Company or
any duly constituted committee
thereof
Calculation the time and date, to be determined
Date by the Directors but expected to
be close of business on 13 March
2012 (unless the First General
Meeting is adjourned), at which
the FAV per LGIV Share and the
FAV per ProVen Health VCT Share
will be calculated for the purposes
of the Scheme
certificated a share which is not in uncertificated
or in certificated form
form
Circular the circular published by the Company
on 10 February 2012
Company Longbow Growth and Income VCT plc,
a company incorporated in England
and Wales with registered number
7423739
Effective Date the date of the passing of the
resolution to be proposed at the
Second General Meeting or, if later,
on all conditions of such resolution
being satisfied (which is expected
to be 16 March 2012)
Enhanced Share the proposed enhanced share buyback
Buyback to be implemented by ProVen Health
VCT
FAV per LGIV the formula asset value of an Ordinary
Share Share calculated as at the Calculation
Date in accordance with the Scheme
FAV per ProVen the formula asset value of a ProVen
Health VCT Share Health VCT Share calculated as
at the Calculation Date in accordance
with the Scheme
First General the general meeting of the Company
Meeting convened for 12.00 noon on 7 March
2012, or any adjournment thereof
FSMA the Financial Services and Markets
Act 2000 (as amended)
General Meetings the First General Meeting and Second
General Meeting
Investment Manager Longbow Capital LLP (the investment
or Longbow Capital manager of the Company), a limited
liability partnership registered
in England and Wales with registered
number OC309046
Liquidation the liquidation fund to be retained
Fund by the Liquidator to meet the liabilities
of the Company
Liquidator the liquidator of the Company to
be appointed at the Second General
Meeting
London Stock London Stock Exchange plc
Exchange
Longbow Capital Longbow Capital LLP, a limited
or Manager liability partnership registered
in England and Wales with registered
number OC309046
Main Market the London Stock Exchange's main
market for listed securities
NAV or Net Asset net asset value
Value
New ProVen Health the ProVen Health VCT Shares to
VCT Shares be issued pursuant to the Scheme,
the Enhanced Share Buyback and/or
the Offer for Subscription (as
the context requires)
Offer or Offer the proposed offer for subscription
for Subscription of New ProVen VCT Shares as described
in the Prospectus
Official List the Official List of the UK Listing
Authority
Premium Listing a listing on the premium segment
of the Official List
Proposals the proposals for the voluntary
winding up and reconstruction of
the Company (including the Scheme)
described in the Circular
Prospectus the prospectus published by ProVen
Health VCT on 10 February 2012
ProVen Health ProVen Health VCT plc, a company
VCT incorporated in England and Wales
with registered number 4131354
ProVen Health the general meeting of ProVen Health
VCT General VCT convened for 10.00 a.m. on
Meeting 12 March 2012, or any adjournment
thereof
ProVen Health ordinary shares of 1p each in ProVen
VCT Shares Health VCT
Record Date 6.00 p.m. on 12 March 2012, being
the record date for determining
which Shareholders are entitled
to participate in the Scheme
Register the register of members of the
Company
Regulatory Information any of the services authorised
Service from time to time by the Financial
Services Authority for the purposes
of disseminating regulatory announcements
Resolutions the resolutions set out in the
notices of the General Meetings
Scheme the scheme under section 110 of
the Insolvency Act 1986 set out
in Part 3 of the Circular
Second General the general meeting of the Company
Meeting convened for 10.00 a.m. on 16 March
2012, or any adjournment thereof
Shareholders holders of Shares
Shares or Ordinary ordinary shares of 1p each in the
Shares capital of the Company
UK Listing Authority the Financial Services Authority
acting in its capacity as the competent
authority for listing pursuant
to Part VI of FSMA
uncertificated recorded in the register of members
or in uncertificated of the Company or ProVen Health
form VCT (as appropriate) as being held
in uncertificated form in CREST
and title to which may be transferred
by means of CREST
VAT value added tax
VCT or Venture a venture capital trust as defined
Capital Trust in section 259 of the Income Tax
Act 2007 (as amended)
Enquiries:
Edward Beckett
Longbow Capital LLP 020 7332 0320
Robin Smeaton 0131 243 7210
The City Partnership (UK)
Limited, Company Secretary
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.hemscott.com/nsm.do
This information is provided by RNS
The company news service from the London Stock Exchange
END
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