Offer for Subscription
November 18 2003 - 2:33AM
UK Regulatory
RNS Number:1775S
Quester VCT 5 PLC
18 November 2003
Quester VCT 5 PLC ("the Company" or "Quester VCT 5")
Offer for Subscription of up to 1,951,000 New Shares
The Company announces that it has posted to shareholders and certain other
investors details of an offer for subscription of up to 1,951,000 New Shares.
The Directors believe that, in the current tax year and for the 2004/05 tax
year, there is demand from investors for a fresh opportunity to take advantage
of the attractive returns potentially available through venture capital
investment with the benefit of the Venture Capital Trust tax reliefs. The
Directors have, therefore, decided to offer investors an opportunity to
subscribe for New Shares in Quester VCT 5.
The Directors believe that now is a particularly interesting time to be
investing in unquoted companies. Despite the recent recovery in the quoted
markets, and particularly in quoted technology stocks, prices for unquoted
companies' shares generally remain at the lower levels seen over the last two
years and competition for deals remains limited. Therefore, attractive
investment opportunities are now available providing the potential for the
achievement of good returns to shareholders over the long term. As well as
enabling investors to take advantage of these opportunities, the directors
consider that raising additional capital should enable Quester VCT 5 to provide
existing shareholders with a greater spread of risk from a larger and more
diversified portfolio of investments and to spread the Company's running costs
over a larger capital base.
Existing shareholders in Quester VCT 5 will be given priority in the Offer,
provided their Application Form is received by the Registrars by 10:00 a.m. on 5
December 2003.
Investment Progress
Since 30 June 2003 the venture capital portfolio has increased to 17
investments, with four new investments being completed in the quarter to 30
September 2003 and a further four being completed since that date. An overall
summary of the fund as at 30 September 2003, the latest date as at which the net
asset value per Ordinary Share of the Company has been announced, is provided in
the table below:
Cost Valuation % of fund
#'000 #'000 by value
Venture capital investments 4,096 4,246 20.4%
Listed fixed interest investments 12,617 12,649 60.8%
Listed equity investments 1,372 1,317 6.3%
Total investments 18,085 18,212 87.5%
Cash and other net assets, net of general 2,596 2,596 12.5%
investment provisions
Net assets as at 30 September 2003 20,681 20,808 100.0%
Net Asset Value per Ordinary Share 94.0p
Of the 17 venture capital investments held 16 are unquoted whilst the shares of
AIT Group plc are traded on AIM. The Directors are pleased to see an increase in
the share price of AIT Group plc in which an additional investment was made in
July 2003.
The new and follow-on investments completed since 30 June 2003 are as follows:
New Follow-on
Investment #'000 #'000
Advanced Valve Technologies Limited 184 -
AIT Group plc - 232
Amino Holdings Limited* 143 -
Anadigm Limited 87 -
Antenova Limited - 75
Arithmatica Limited 287 -
Azea Networks Limited - 222
Cyclacel Limited* 500 -
Lorantis Holdings Limited* 400 -
Oxford Immunotec Limited* 250 -
Reqio Limited 232 -
Xention Discovery Limited 166 -
2,249 529
* investment completed since 30 September 2003
Inclusive of these investments, the Company is continuing to build a portfolio
that is well diversified by sector, as shown in the following table:
Sector Cost Existing Number
#'000 venture of
capital investments
portfolio
at
cost
%
Healthcare & life sciences 2,050 38.0 6
Software 1,197 22.2 3
Communications 766 14.2 3
Industrial products & services 602 11.2 2
Energy 400 7.4 1
Semiconductors 374 7.0 2
----
5,389 100.0 17
Venture Capital Portfolio
The venture capital investments held and their valuations as at 30 September
2003 (cost in the case of investments completed subsequently) are:
Cost Valuation
Investment #'000 #'000
Healthcare & life sciences:
Avidex Limited - a drug discovery company focused on the 367 367
development of cancer and autoimmune therapeutics based
around its proprietary T-cell receptor technology
Cyclacel Limited - a drug discovery company engaged in the 500 500
design and development of novel therapeutics for cancer
and other diseases involving abnormal cell proliferation
Lorantis Holdings Limited - a drug discovery company 400 400
focused on the development of novel immunotherapeutics,
targeting indications such as asthma, allergic reactions,
autoimmune diseases and transplant rejection
Oxford Immunotec Limited - an early stage company in the 250 250
diagnostics field, its first product being a new test for
latent tuberculosis (TB) infection
Oxxon Pharmaccines Limited - an early stage company 367 367
focused on the development of innovative therapeutic
vaccines (pharmaccines) for the treatment of chronic
infectious diseases and cancer
Xention Discovery Limited - a drug discovery company 166 166
focused on the exploitation of proprietary technology to
screen for novel drug candidates for the treatment of
cardiovascular and neurological disorders
Software:
AIT Group plc* - a well-established company specialising in 565 935
customer relationship management (CRM) software for the
financial services, communications and utilities sectors
Reqio Limited - an early stage company producing specialist 232 232
cataloguing software for e-procurement systems relating to the
distribution of industrial products
Workshare Limited - an established company which develops and 400 400
sells document comparison and collaboration software
Communications:
Amino Holdings Limited - a company producing 'media gateways' 143 143
(devices that decode information from an IP input) for the
consumer electronics market
Antenova Limited - an early stage company focused on the 225 225
development and marketing of next-generation antenna
technology for wireless networks
Azea Networks Limited - an early stage company developing 398 398
innovative transmission equipment for submarine networks,
increasing the capacity of installed underwater plant
Industrial products & services:
Advanced Valve Technologies Limited - an early stage company 202 202
specialising in the production of valves from reinforced
composite materials, for a variety of industrial
applications
Footfall Limited - a company specialising in pedestrian 400 400
counting information services to retailers and shopping centre
owners
Energy:
Bowman Power Systems Limited - a company involved in 400 180
innovative technology as a developer and supplier of compact,
high efficiency, low emission micro-turbine power generation
systems
Semiconductors:
Anadigm Limited - an early stage business, formed as a spinout 87 87
from Motorola, Inc., developing Field Programmable Analogue
Arrays (FPAAs), programmable analogue devices
Arithmatica Limited - an early stage electronic design 287 287
automation and silicon intellectual property company that has
patented breakthroughs in mathematical algorithms for digital
systems
Total venture capital investments at date of this Document 5,389 5,539
* the shares of AIT Group plc are traded on AIM
New Shares
The New Shares will rank pari passu in all respects with the existing issued
Ordinary Shares but will not be entitled to any final dividend declared in
respect of the year ending 31 December 2003 (the directors expect that such
dividend, if any, is likely to be modest).
Terms of the Offer
The maximum number of New Shares being issued under the Offer is 1,951,000
representing approximately 8.8 per cent. of the Company's existing issued
Ordinary Shares.
Investors are invited to subscribe an amount in pounds sterling rather than
apply for a particular number of New Shares. The number of New Shares issued to
an Applicant will be determined by reference to the Pricing Formula as follows:
The Application Amount (in pounds), less 5 per cent. to allow for
issue costs, divided by the Net Asset Value (in pounds)
most recently announced prior to the date of allotment
(rounded down to the nearest whole Ordinary Share)
The Net Asset Value as at 30 September 2003 (the latest date for which the Net
Asset Value has been announced) was 94.0p. New Shares allotted by reference to
the Net Asset Value as at that date will be issued at a price of approximately
99p per share. The issue price in respect of any New Shares allotted by
reference to the Net Asset Value as at any later date may be higher or lower.
As an example, if an Applicant wishes to invest the sum of #10,000 and forwards
his Application in time for allotment to be made on a date when the most
recently announced Net Asset Value is that as at 30 September 2003, the
Application Amount less 5 per cent. is #9,500 and the number of New Shares
issued to the Applicant will be that figure divided by 0.94, rounded down to the
nearest whole share, i.e. 10,106 New Shares (the effect is that the New Shares
will have been issued at approximately 99p per New Share).
On the basis of an issue price of 99p per New Share, the amount raised under the
Offer before issue costs and assuming full subscription, would be #1,931,490.
The Net Asset Value will be published as soon as practicable following each
month end. However, no announcement will be made of the Net Asset Value as at 31
December 2003 and for subsequent month ends until the audited results of the
Company for the year ended 31 December 2003 are available. After 31 December
2003 and until the audited results of the Company are available, New Shares will
be issued at a price calculated by reference to the Net Asset Value as at 30
November 2003. No other announcements regarding changes in the Net Asset Value
will be made unless the directors consider such change material and/or further
announcements are required under the rules of the UK Listing Authority.
Subject to the Terms and Conditions, allotments of New Shares will normally be
made on a fortnightly basis. The minimum subscription amount for each Applicant
is #3,000 but provided that this condition is met Applications can be for any
amount.
The Offer will remain open until 30 April 2004, unless fully subscribed at an
earlier date, save that it may be extended, closed early or withdrawn as
provided in the Terms and Conditions.
Application will be made to the UK Listing Authority for the New Shares to be
issued pursuant to the Offer to be admitted to the Official List of the UK
Listing Authority and to trading on the London Stock Exchange's main market for
listed securities. The New Shares will be in registered form and no temporary
documents of title will be issued. It is expected that the New Shares will be
admitted to trading two business days after each allotment and share and tax
certificates will be despatched ten business days after each allotment. The New
Shares will be capable of being transferred through the CREST system.
Authorised financial intermediaries will be paid 3 per cent. commission on
subscriptions introduced by them and accepted under the terms of the Offer. The
Offer is not being underwritten. Save for the individual minimum subscription
amount, there is no minimum subscription level for the Offer as a whole and,
accordingly, the Offer will proceed irrespective of whether or not it is fully
subscribed. The Directors already have the necessary shareholder authority to
make the Offer pursuant to resolutions of the Company passed at the Annual
General Meeting on 6 May 2003.
Costs of the Offer
The costs of the Offer are not capped and will be borne in their entirety by the
Company. Assuming that the Offer is subscribed in full, it is estimated that the
costs of the Offer will amount to approximately 5 per cent. of the amount
subscribed under the Offer and this has been factored in to the Pricing Formula
accordingly. This 5 per cent. includes, where appropriate, 3 per cent.
commission payable to authorised financial intermediaries.
Shareholders' Priority Offer
Existing shareholders will have until 5 December 2003 to submit their
Application Forms under the priority offer, although applications will be
treated on a first come, first served basis.
Full details of the offer are contained in an offering document dated 14
November 2003, which is available for inspection only, at the Document Viewing
Facility of the UK Listing Authority at the Financial Services Authority, 25 The
North Colonnade, Canary Wharf, London E14 5HS during normal business hours.
Copies of the offering document are also available for collection from the
offices of Quester Capital Management Limited at 29 Queen Anne's Gate, London,
SW1H 9BU.
Definitions used in this announcement have the same meanings as those set out on
page 1 of the offering document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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