TIDMMAV4 TIDMMIG6 TIDMTTM
RNS Number : 4980T
Maven Income & Growth VCT 4 PLC
14 November 2019
Maven Income and Growth VCT 4 PLC ("Maven VCT 4")
Maven Income and Growth VCT 6 PLC ("Maven VCT 6")
(together the "Companies")
14 November 2019
Publication of a prospectus (the "Prospectus") and circulars
(the "Circulars") in connection with recommended proposals to merge
the Companies (to be effected pursuant to a scheme of
reconstruction (the "Scheme" or "Merger") under section 110 of the
Insolvency Act 1986
On 28 August 2019, the boards of Maven VCT 4 and Maven VCT 6
(the "Boards") announced that they were in discussions to merge the
Companies into one company (the "Enlarged Company").
The Boards are pleased to advise that discussions have now
concluded and that the Companies have issued Circulars setting out
the proposals for the Merger for consideration by their respective
shareholders. Maven VCT 4 and Maven Income and Growth VCT 3 PLC
have issued a joint prospectus relating to offers for subscription
of those companies, as well as for the issue of consideration
shares by Maven VCT 4 pursuant to the Merger. Each of these
companies is managed by Maven Capital Partners UK LLP
("Maven").
The Boards propose that the Merger be effected by Maven VCT 6
being placed into members' voluntary liquidation pursuant to a
scheme of reconstruction under section 110 of the Insolvency Act
1986. Shareholders should note that a merger solely on this basis
would not be governed by The City Code on Takeovers and Mergers.
Consequently, the Merger does not need to follow the timetable and
disclosure requirements of the Code but does need to comply with
the Listing Rules and the Prospectus Regulation Rules which impose
similar disclosure obligations. Although it is proposed that the
merger would be undertaken under provisions set out in the
Insolvency Act 1986, it would nevertheless be a solvent
liquidation.
The Merger will be implemented on a relative NAV basis, and this
will feed into a calculation for determining the number of ordinary
shares in Maven VCT 4 to be issued to the Shareholders of Maven VCT
6 under the Merger.
Background
Maven VCT 4 was launched in 2004 with the aim of achieving long
term capital appreciation and to generate income for Shareholders.
It has been managed by the Maven team since inception, initially at
Aberdeen Asset Management plc (Aberdeen) until the senior team of
the Aberdeen private equity and VCT business led a buyout to form
Maven. Maven VCT 6 was launched in 2000 and has been managed by the
same Maven team since 2005.
The latest unaudited published NAV of Maven VCT 4, as at 30
September 2019, was 72.65p per ordinary share and the latest
unaudited published NAV of Maven VCT 6, as at 30 September 2019,
was 49.69p per ordinary share. The table below sets out the
unaudited net asset values of the Companies.
NAV per ordinary share (unaudited)
(p) as at 30 September 2019 NAV plus cumulative
Net assets (Maven VCT 4) and 30 September dividends paid
Company (unaudited) 2019 (Maven VCT 6) (p)
Maven VCT
4 54,735,619 72.65 146.25
------------- ----------------------------------- --------------------
Maven VCT
6 19,929,033 49.69 56.29
------------- ----------------------------------- --------------------
Each of the Companies has the same investment policy, with an
investment objective of achieving long term capital appreciation
and to generate income for Shareholders by investing their funds in
a broad spread of smaller, unquoted UK companies and AIM/NEX quoted
companies which meet the relevant criteria for VCTs.
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, without the loss of VCT tax reliefs.
With the above in mind, the Boards entered into discussions to
consider a merger of the Companies to create a single, larger VCT
with the potential to deliver improved shareholder value.
The Merger
The Merger is expected to bring a number of benefits to
Shareholders including:
-- amalgamation of the Companies' portfolios, for efficient
management and administration, with the same existing investment
policy applying to the Enlarged Company's portfolio after the
Merger;
-- participation in a larger VCT with a widely diversified
portfolio that allows for effective mitigation of investment risk;
and
-- efficiencies in annual running costs for the Enlarged Company
compared to the separate companies (anticipated to save
approximately GBP157,000 p.a.).
The Scheme will, if effected, result in an Enlarged Company with
net assets of just over GBP74 million.
The Scheme
The mechanism by which the Merger will be completed is as
follows:
-- Maven VCT 6 will be placed into members' voluntary
liquidation pursuant to a scheme of reconstruction under section
110 of the Insolvency Act 1986; and
-- all of the assets and liabilities of Maven VCT 6 will be
transferred to Maven VCT 4 in consideration for the issue by Maven
VCT 4 of ordinary shares (the "Scheme Shares") to the Shareholders
of Maven VCT 6.
The Scheme will be completed on a relative unaudited NAV basis,
adjusted for the anticipated costs of the Scheme, and will be based
on the latest unaudited valuations of the Companies' investments.
The effect of the Scheme will be that Maven VCT 6 Shareholders will
receive Scheme Shares with effectively the same aggregate net asset
value as their Maven VCT 6 Shares.
The Scheme is conditional upon the approval by the Shareholders
of resolutions to be proposed at general meetings of each of the
Companies, as well as other conditions set out in the Prospectus
and Circulars.
As the Companies have the same investment manager and other
common advisers, the Merger should be achievable without major cost
or disruption to the Companies and the combined portfolio of
investments. The costs of the Merger are expected to be recovered
from the anticipated costs savings within 32 months.
The aggregate anticipated cost of undertaking the Merger is
approximately GBP408,000 including VAT, legal and professional
fees, stamp duty and the costs of winding up Maven VCT 6. The
Liquidators' fees are expected to be up to GBP11,000 (plus VAT).
Maven will also be paid a merger administrative and secretarial
services fee by the Companies (for an aggregate amount of
GBP100,000) for services provided under the terms of their
investment management agreements. The costs of the Merger will be
split proportionately between the Companies by reference to their
respective net asset values as at the Scheme Calculation Date (see
the expected timetable below).
Maven is entitled to an annual fee of GBP100,000 for the
provision of company secretarial and administrative services. It
has been agreed that subject to the completion of the Merger, this
annual fee shall increase to GBP125,000. This fee is subject to
annual adjustment by reference to increases in the Consumer Prices
Index. As Maven is a related party of Maven VCT 4 under the Listing
Rules, the increase in the annual fee is a transaction to which
Listing Rule 11.1.10R applies.
The portfolio of assets, which will be transferred from Maven
VCT 6 to Maven VCT 4 as part of the Scheme, is considered to be
consistent with Maven VCT 4's investment policy, particularly as
both Companies have the bulk of their investments in predominantly
the same unlisted private companies (with only 2 exceptions as at
the date of this document), with each of the Companies also holding
a proportion of their investments in shares in AIM quoted companies
and listed investment trusts. The extent of the liabilities (if
any) which will be transferred from Maven VCT 6 to Maven VCT 4 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.
Maven VCT 6 Shareholders who do not vote in favour of the
resolution to be proposed at the Maven VCT 6 first General Meeting
are entitled to dissent and have their shareholding purchased by
the Liquidators at a price per share to be agreed between the
dissenting Maven VCT 6 Shareholders and the Liquidators (or by
arbitration), which would be expected to be at a significant
reduction to the most recently published NAV of a Maven VCT 6
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 their
Companies.
Clearances have been requested from HMRC confirming that the
Scheme meets the requirements of the Merger Regulations and,
therefore, that the implementation of the Scheme should not affect
the status of Maven VCT 4 as a VCT.
EXPECTED TIMETABLE
Expected Timetable for the Scheme
Maven VCT 4
Latest time for receipt of forms of proxy for 10.30 a.m. on 6 December
the General Meeting 2019
General Meeting 10.30 a.m. on 10 December
2019
-------------------------------
Scheme Calculation Date After 5.00 pm on 17 December
2019
-------------------------------
Scheme Effective Date for the transfer of the After 5.00 p.m. on 18 December
assets and liabilities of Maven VCT 6 to Maven 2019
VCT 4 and the issue of Scheme Shares
-------------------------------
Announcement of the results of the Scheme After 5.00 p.m. on 18 December
2019
-------------------------------
Admission of, and dealings in, Scheme Shares 7.30 a.m. on 19 December
to commence 2019
-------------------------------
CREST accounts credited (if applicable) 19 December 2019
-------------------------------
Certificates for Scheme Shares despatched to Week commencing 6 January
Maven VCT 6 Shareholders 2020
-------------------------------
Maven VCT 6
Latest time for receipt of forms of proxy for 11.00 a.m. on 6 December
the Maven VCT 6 First General Meeting 2019
Maven VCT 6 First General Meeting 11.00 a.m. on 10 December
2019
-------------------------------
Latest time for receipt of forms of proxy for 10.30 a.m. on 16 December
the Maven VCT 6 Second General Meeting 2019
-------------------------------
Final expected date of trading of the Maven 17 December 2019
VCT 6 Shares
-------------------------------
Scheme Record Date for Maven VCT 6 Shareholders' 5.00 p.m. on 17 December
entitlements under the Scheme 2019
-------------------------------
Scheme Calculation Date After 5.00 p.m. on 17 December
2019
-------------------------------
Dealings in Maven VCT 6 Shares suspended* 7.30 a.m. on 18 December
2019
-------------------------------
Maven VCT 6 register of members closed 7.30 a.m. on 18 December
2019
-------------------------------
Maven VCT 6 Second General Meeting 10.30 a.m. on 18 December
2019
-------------------------------
Scheme Effective Date for the transfer of the After 5.00 p.m. on 18 December
assets and liabilities of Maven VCT 6 to Maven 2019
VCT 4 and the issue of Scheme Shares
-------------------------------
Announcement of the results of the Scheme After 5.00 p.m. on18 December
2019
-------------------------------
Cancellation of the listing of the Maven VCT 7.30 a.m. on 19 December
6 Shares 2019
-------------------------------
*The final expected date of trading of the Maven VCT 6 Shares
will be 17 December 2019. See the timetable for Maven VCT 4 with
regard to admission, CREST accounts being credited, and
certificates being despatched in respect of the Scheme Shares.
Copies of the Prospectus and Circulars are available from Maven
Capital Partners UK LLP at Kintyre House, 205 West George Street,
Glasgow G2 2LW.
In accordance with the Listing Rules, the Prospectus and
Circular have been submitted to the National Storage Mechanism and
will shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM .
Downloadable versions of the Prospectus and Circulars will also
be available from the each of the Company's websites at:
www.mavencp.com/migvct4 and www.mavencp.com/migvct6.
Any enquiries in respect of the Merger should be directed
to:
Maven Capital Partners UK LLP
Telephone: 0141 306 7400
E-mail: enquiries@mavencp.com
Maven Capital Partners UK LLP
Secretary
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END
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