Proven Health VCT Circ Re.Proposed Merger
28 6월 2013 - 2:26AM
UK Regulatory
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CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN
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27 June 2013
PROVEN HEALTH VCT PLC
PUBLICATION OF CIRCULAR
Introduction
In October 2011, the Board sent a survey to Shareholders seeking their
views in relation to the future of the Company. Following the feedback
provided by Shareholders, the Company changed its investment policy to
give it the flexibility to invest in a number of sectors (rather than
restrict investments to the health sector) and has undertaken a number
of initiatives in an attempt to increase the size of the Company. In
March 2012, the Company completed a merger with Longbow Growth and
Income VCT plc under which it acquired LGIV's net assets in
consideration for the issue of Shares. The Company also carried out an
offer for subscription from February 2012 to April 2012 (spanning the
2011/12 tax year and the 2012/13 tax year) raising gross proceeds of
GBP31,000 and an enhanced share buyback with gross proceeds of GBP1.2
million being reinvested in the Company.
Notwithstanding these initiatives, as at 30 April 2013 the Company had
net assets of GBP7.6 million. In the light of the difficulties
encountered by the Board increasing the size of the Company and
challenging financial markets, the Board decided to consider alternative
strategies. The Board has concluded that Shareholders' interests will be
best served by a merger with another larger listed VCT. After
considering available options including mergers with a number of other
VCTs, the Board has reached agreement with ProVen Growth & Income VCT in
respect of a merger of the Company and ProVen Growth & Income VCT
pursuant to a scheme of reconstruction and winding up of the Company
under section 110 of the Insolvency Act 1986. ProVen Growth & Income
VCT is a venture capital trust which was launched in 2001 and is also
managed by the Company's investment manager, Beringea LLP.
The Proposals
Under the Proposals, the Company will be placed into members' voluntary
liquidation and its assets will (after setting aside a Liquidation Fund
to cover the estimated liabilities and contingent liabilities of the
Company) be transferred to ProVen Growth & Income VCT in consideration
for the issue of New ProVen Growth & Income VCT Shares to Shareholders.
The Scheme will be completed on a relative adjusted net asset value
basis. The number of New ProVen Growth & Income VCT Shares to be issued
to Shareholders will be calculated based on the unaudited net asset
value of both VCTs as at the Calculation Date (expected to be 2 August
2013), adjusted to take into account each VCT's allocation of the
estimated costs and expenses of the Proposals.
The New ProVen Growth & Income VCT Shares will rank pari passu with the
existing ProVen Growth & Income VCT Shares, save that they shall not
qualify for the interim dividend payable by ProVen Growth & Income VCT
in respect of the period ended 28 February 2013.
The Company has today published a Circular to its Shareholders in
connection with Proposals, convening General Meetings to be held at
10.00 a.m. on 26 July 2013 and at 10.00 a.m. on 6 August 2013.
Shareholders will also be sent a copy of the Prospectus published by
ProVen Growth & Income VCT in relation to the Proposals. Implementation
of the Proposals is conditional upon the passing of the Resolutions at
the General Meetings and the approval of ProVen Growth & Income VCT
Shareholders at the ProVen Growth & Income VCT General Meeting to be
held on 30 July 2013. In the event that the relevant resolutions are
not passed or any other condition of the Proposals is not met, the
Proposals will not be implemented and the Company will continue as a
separate VCT. In these circumstances, the Board will reassess the
options available to the Company.
As part of the Proposals, Frank Harding (a director of the Company) will
join the board of directors of ProVen Growth & Income VCT upon the
Scheme becoming effective. Charles Pinney (the Chairman of the Company)
will be appointed as a consultant to the ProVen Growth & Income VCT
Board to assist with the transition of the Company's investment
portfolio to ProVen Growth & Income VCT. This Consultancy appointment
will last for one year from the Effective Date, with any fees payable in
respect of this consultancy appointment met by Beringea.
Interim Dividend
The Company has declared an interim dividend of one pence per Ordinary
Share. The Interim Dividend will be paid on 25 July 2013 to Shareholders
on the Register on 5 July 2013. The ex-dividend date for the Interim
Dividend is 3 July 2013.
In the light of the Proposals, the Company has announced today the
suspension of its dividend re-investment scheme. If the Scheme does not
become effective and the Company continues as a standalone VCT, the
Board will consider lifting this suspension and reopening the dividend
re-investment scheme.
Information on ProVen Growth and Income VCT plc
ProVen Growth & Income VCT is a venture capital trust which was launched
in 2001. ProVen Growth & Income VCT aims to provide investors with
long-term returns greater than those available from direct investment in
quoted businesses by investing in a portfolio of carefully selected
smaller companies with excellent growth prospects.
ProVen Growth & Income VCT's investment portfolio consists of 25
unquoted investments and 3 quoted investments. As at 26 June 2013 (being
the latest practicable date prior to the release of this announcement)
the aggregate value of ProVen Growth & Income VCT's investment portfolio
was GBP20.1 million. In addition, ProVen Growth & Income VCT had cash
of approximately GBP25.7 million. As at 28 February 2013 (being the date
of the latest published net asset value of a ProVen Growth & Income VCT
Share), the net asset value per ProVen Growth & Income VCT Share was
87.7 pence.
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
Growth & Income VCT Shares until at least five years after their Shares
were issued);
-- Shareholders will be invested in a VCT which already has 28 portfolio
investments and will therefore be able to gain exposure to a diversified
portfolio of VCT qualifying companies without incurring significant
reinvestment costs or portfolio reorganisation costs;
-- Shareholders will be invested in a VCT with greater dividend potential
than the Company. The ProVen Growth & Income VCT Board has set an
objective of paying dividends each year which equate to a yield of
approximately 5 per cent. of net asset value (This is not a profit
forecast. There is no certainty that any dividends will be paid by ProVen
Growth & Income VCT following the Scheme becoming effective and dividend
payments will depend on the amount and timing of profits realised from
investments);
-- the enlarged ProVen Growth & Income VCT will have a more diversified
portfolio thereby dispersing the portfolio risk across a broader range of
investments and businesses;
-- the merger of ProVen Growth & Income VCT and the Company will create a
single VCT with a greater capital base over which to spread
administration and management costs. Shareholders will continue to
benefit from the management expertise of Beringea and reduced basic
management fees (with the basic investment management fee payable by
ProVen Growth & Income VCT being 2.0 per cent. per annum of its net
assets compared to the basic investment management fee of 2.5 per cent.
of the Company's net assets currently payable) and reduced total expenses
as percentage of net assets;
-- as Beringea will continue to manage the enlarged ProVen Growth & Income
VCT's funds after the Scheme is implemented (as Beringea is the
investment manager of ProVen Growth & Income VCT), Beringea has agreed to
the termination of its existing investment management agreement with the
Company on the Effective Date without notice or penalty; and
-- ProVen Growth & Income VCT operates a share buy-back policy under which
it buys back ProVen Growth & Income VCT Shares at a discount of 10 per
cent. to net asset value (allowing shareholders wishing to realise their
investment on opportunity to do so). Any such share buy-backs are
subject to applicable legislation and VCT regulations and ProVen Growth &
Income VCT having sufficient reserves and cash to purchase shares.
Costs and expenses
The aggregate costs and expenses to be incurred by ProVen Growth &
Income VCT and the Company in connection with the Scheme are expected to
be approximately GBP240,000 (including VAT and stamp duty). It is
estimated that aggregate costs of approximately GBP100,000 (including
VAT) will be borne by the Company in connection with the Scheme as
ProVen Growth & Income VCT has agreed to meet the first GBP140,000 of
the total costs and expenses of the Scheme with GBP40,000 of this amount
to be reimbursed to ProVen Growth & Income VCT by Beringea by means of a
partial management fee waiver over one year commencing on the Effective
Date (with GBP10,000 of the management fees otherwise payable to
Beringea waived each quarter until GBP40,000 of the costs and expenses
paid by ProVen Growth & Income VCT have been recovered in full). If the
total costs and expenses incurred by ProVen Growth & Income VCT and the
Company are more than GBP240,000 (including VAT) ProVen Growth & Income
VCT and the Company will each meet 50 per cent. of any such costs in
excess of this amount.
The Board has also agreed to a Liquidator's retention of up to GBP20,000
which will be retained by the Liquidator to meet any unforeseen costs
and liabilities. If the Scheme does not become effective, the Company
will bear abort costs and expenses estimated at approximately GBP95,000
(including VAT). In these circumstances, the Board will consider
formulating new proposals for the future management of the Company which
may result in additional costs being incurred by the Company.
Dealings in Shares on the London Stock Exchange
The Register will remain open until the Effective Date, but the Shares
will be disabled in CREST on 31 July 2013. The last day for trading in
the Shares on the London Stock Exchange for normal settlement (in order
to enable settlement prior to the Record Date) will be 29 July 2013. As
from 30 July 2013, dealings should be for cash settlement only and, in
the case of certificated Shares, will only be registered if documents of
title are delivered immediately. The Record Date, being the date for
determining which Shareholders are entitled to participate in the Scheme,
is 6.00 p.m. on 2 August 2013. Dealings in the Shares on the London
Stock Exchange will be suspended at 7.30 a.m. on 6 August 2013 and it is
expected that the listing of the Shares will be cancelled on or around 7
August 2013.
Shareholder meetings
The implementation of the Proposals will require, inter alia,
Shareholders to vote in favour of resolutions to be proposed at General
Meetings of the Company which have been convened for 10.00 a.m. on 26
July 2013 and 10.00 a.m. on 6 August 2013. 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 Beringea LLP, 39 Earlham Street,
London WC2H 9LT.
EXPECTED TIMETABLE
All references are to UK time. 2013
Record date for the Interim Dividend 5 July
Latest time and date for receipt of BLUE forms of 10.00 a.m. on
proxy for the First General Meeting 24 July
Payment date for Interim Dividend 25 July
First General Meeting of Proven Health 10.00 a.m. on
26 July
Time and date from which it is advised that dealings 8.00 a.m. on
in Shares should only be for cash settlement and immediate 30 July
delivery of documents of title
ProVen Growth & Income VCT General Meeting 3.00 p.m. on
30 July
Shares disabled in CREST(1) 7.30 a.m. on
31 July
Latest time and date for receipt of GREEN forms of 10.00 a.m. on
proxy for the Second General Meeting 2 August
Calculation Date close of
business on 2
August
Record Date for Shareholders' entitlements under the 6.00 p.m. on 2
Scheme August
Dealings in Shares suspended 7.30 a.m. on 6
August
Second General Meeting of ProVen Health 10.00 a.m. on
6 August
Effective Date for implementation of the Scheme and 6 August
commencement of the liquidation of the Company
Admission to listing and dealings commence in the 8.00 a.m. on 7
New ProVen Growth & Income VCT Shares issued pursuant August
to the Scheme
New ProVen Growth & Income VCT Shares issued in uncertificated 8.00 a.m. on 7
form credited to CREST accounts of Shareholders under August
the Scheme
Cancellation of listing of Shares 8.00 a.m. on 7
August
Share and tax certificates in respect of New ProVen week
Growth & Income VCT Shares issued in certificated commencing 19
form pursuant to the Scheme despatched to Shareholders August
entitled thereto
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.
Definitions
The definitions set out below apply in this announcement unless the
context requires otherwise:
Admission the admission of the New ProVen Growth & Income VCT
Shares to be issued under the Proposals to the Official
List with a Premium Listing and to trading on the
Main Market
Beringea or Beringea LLP, a limited liability partnership registered
Investment in England and Wales with registered number OC342919
Manager
Board or the directors of the Company or any duly constituted
Directors committee thereof
Calculation the time and date, to be determined by the Directors
Date but expected to be close of business on 2 August 2013
(unless the First General Meeting is adjourned), at
which the FAV per PHV Share and the FAV per PGIV Share
will be calculated for the purposes of the Scheme
certificated or a share which is not in uncertificated form
in certificated
form
Circular the circular published by the Company on 27 June 2013
Company or ProVen Health VCT plc, a company incorporated in England
ProVen Health and Wales with registered number 04131354
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 6 August 2013)
FAV per PGIV the formula asset value of a ProVen Growth & Income
Share VCT Share calculated as at the Calculation Date in
accordance with the Scheme
FAV per PHV the formula asset value of an Ordinary Share calculated
Share as at the Calculation Date in accordance with the
Scheme
First General the general meeting of the Company convened for 10.00
Meeting a.m. on 26 July 2013, or any adjournment thereof
FSMA the Financial Services and Markets Act 2000 (as amended)
General the First General Meeting and Second General Meeting
Meetings
Interim the interim dividend by the Company to be paid on
Dividend 25 July 2013
LGIV Longbow Growth and Income VCT plc
Liquidation the liquidation fund to be retained by the Liquidator
Fund 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
Main Market the London Stock Exchange's main market for listed
securities
NAV or Net net asset value
Asset Value
New ProVen the ProVen Growth & Income VCT Shares to be issued
Growth & Income pursuant to the Scheme
VCT Shares
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 Growth & Income
VCT on 27 June 2013
ProVen Growth & ProVen Growth and Income VCT plc, a company incorporated
Income VCT in England and Wales with registered number 04125326
Proven Growth & the directors of ProVen Growth & Income VCT
Income VCT
Board
ProVen Growth & the general meeting of ProVen Growth & Income VCT
Income VCT convened for 3.00 p.m. on 30 July 2013, or any adjournment
General thereof
Meeting
ProVen Growth & ordinary shares of 1.6187p each in ProVen Growth &
Income VCT Income VCT
Shares
Record Date 6.00 p.m. on 2 August 2013, being the record date
for determining which Shareholders are entitled to
participate in the Scheme
Register the register of members of the Company
Regulatory any of the services authorised from time to time by
Information the Financial Services Authority for the purposes
Service 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 convened for 10.00
Meeting a.m. on 6 August 2013, or any adjournment thereof
Shareholders holders of Shares
Shares or ordinary shares of 1p each in the capital of the Company
Ordinary
Shares
UK Listing the Financial Conduct Authority acting pursuant to
Authority Part VI of FSMA
uncertificated recorded in the register of members of the Company
or in or ProVen Growth & Income VCT (as appropriate) as
uncertificated being held in uncertificated form in CREST and title
form to which may be transferred by means of CREST
VAT value added tax
VCT or Venture a venture capital trust as defined in section 259
Capital Trust of the Income Tax Act 2007 (as amended)
Enquiries:
For further information please contact.
Steven Tuckley Beringea LLP 020 7845 7820
A copy of the Circular will be submitted to the National Storage
Mechanism and will shortly be available for inspection at
http://www.hemscott.com/nsm.do
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: Proven Health VCT Plc via Thomson Reuters ONE
HUG#1712624
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