Downing Abs Inc 2 Downing Absolute Income Vct 2 Plc : Merger Update
13 11월 2013 - 2:47AM
UK Regulatory
TIDMDA2O
Downing Distribution VCT 1 plc (to be renamed Downing ONE VCT plc)
Downing Absolute Income VCT 1 plc
Downing Absolute Income VCT 2 plc
Downing Income VCT plc
Downing Income VCT 3 plc
Downing Income VCT 4 plc
(together "the Companies")
Merger Update - Joint Announcement
12 November 2013
This announcement is made by the Companies in connection with merger of
Downing Distribution VCT 1 plc ("DD1") with Downing Absolute Income VCT
1 plc ("DAI1"), Downing Absolute Income VCT 2 plc ("DAI2"), Downing
Income VCT plc ("DIV"), Downing Income VCT 3 plc ("DIV3") and Downing
Income VCT 4 plc ("DIV4") by way of schemes of reconstruction under
section 110 of the Insolvency Act 1986 ("the Schemes"), details of which
were contained in a prospectus and in circulars to the shareholders of
the Companies, each dated 7 October 2013.
The boards of directors of DD1, DAI1, DAI2, DIV, DIV3 and DIV4 are
pleased to advise that the resolutions proposed at the general meetings
of DAI1, DAI2, DIV, DIV3 and DIV4 held today were duly passed.
Immediately following the general meetings, as set out in the Prospectus,
Christopher Powell, Roger Jeynes and Michael Cunningham resigned as
directors of DD1. Chris Kay, Barry Dean, Helen Sinclair and Andrew
Griffiths were appointed as non-executive directors of DD1, with Chris
Kay being appointed as Chairman.
In implementing the Schemes, the assets and liabilities of DAI1, DAI2,
DIV, DIV3 and DIV4 have been transferred to DD1, in consideration for
the issue of ordinary shares of 1 penny each in the capital of the DD1
("Consideration Shares" and, together with existing ordinary shares in
DD1, "Old DD1 Shares"). Immediately following the issue of the
Consideration Shares, the Old DD1 Shares underwent a share consolidation
to produce new ordinary shares of 1 penny each ("New DD1 Shares") such
that their unaudited net asset value per share, had this been calculated
as at 8 November 2013, would have been 100.0p (the "Consolidation").
The issue of the Consideration Shares and the Consolidation are
summarised as follows:
Number
Number of of New
Merger shares in DD1
Value issue after Shares
/ Roll- consolidation for each
Over Consideration Consolidation ("New DD1 Deferred original
Value Shares issued ratio Shares") Shares share
DD1 71.3 0.713 13,969,445 5,623,045 0.713
DIV 35.3 13,595,818 0.713 9,693,818 3,902,000 0.353
DIV3
Ordinary
Shares 91.6 15,910,325 0.713 11,344,062 4,566,263 0.916
DIV3 E
Shares 87.0 7,030,187 0.713 5,012,523 2,017,664 0.870
DIV4 38.7 11,023,583 0.713 7,859,815 3,163,768 0.387
DAI1
Ordinary
Shares 84.2 9,411,883 0.713 6,710,673 2,701,210 0.842
DAI1 C
Shares 70.5 8,865,950 0.713 6,321,422 2,544,528 0.705
DAI2
Ordinary
Shares 68.8 19,148,939 0.713 13,653,193 5,495,746 0.688
DAI2 A
Shares 0.1 41,860 0.713 29,847 12,013 0.001
Total 85,028,545 74,594,798 30,026,237
Application will shortly be made for all the New DD1 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 15 November 2013.
The Company's planned change of name to "Downing ONE VCT plc" is
expected to take place on Wednesday 13 November 2013.
For further enquiries please contact:
Grant Whitehouse
Company Secretary
Downing Distribution VCT 1 plc
Tel: 020 7416 7780
This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: Downing Absolute Income VCT 2 Plc via Thomson Reuters ONE
HUG#1742607
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