Downing Strd Opp 1 Downing Structured Opportunities Vct 1 Plc : Proposed Merger

 
TIDMDO1O 
 
 
   JOINT ANNOUNCEMENT 
 
   15 JUNE 2015 
 
   DOWNING STRUCTURED OPPORTUNITIES VCT 1 PLC ("DSO") 
 
   DOWNING PLANNED EXIT VCT 2011 PLC ("DP011") 
 
   DOWNING PLANNED EXIT VCT 6 PLC ("DP6") 
 
   DOWNING PLANNED EXIT VCT 7 PLC ("DP7") 
 
   (TOGETHER, THE "COMPANIES" AND DP2011, DP6 AND DP7 TOGETHER THE "TARGET 
VCTS" AND EACH A "TARGET VCT") 
 
   RECOMMENDED PROPOSALS TO MERGE THE COMPANIES PURSUANT TO SCHEMES OF 
RECONSTRUCTION UNDER SECTION 110 OF THE INSOLVENCY ACT 1986 
 
   The boards of the Companies (the "Boards") are pleased to announce that 
they have agreed terms to merge the four Companies and that they are 
today writing to set out the merger proposals to their respective 
shareholders for consideration. Each of the Companies is managed by 
Downing LLP ("Downing"). 
 
   The merger ("Merger") will be effected by the Target VCTs each being 
placed into members' voluntary liquidation pursuant to schemes of 
reconstruction under section 110 of the Insolvency Act 1986 ("Schemes" 
and each a "Scheme"). Shareholders should note that the Merger by way of 
the Schemes will be outside the provisions of the City Code on Takeovers 
and Mergers. It is proposed that the name of DSO be changed to "Downing 
FOUR VCT plc" immediately following the Merger. 
 
   The planned exit strategy of each of DSO's share classes, as well as 
those of the Target VCTs, will not be affected by the Merger as new 
share classes will be created in line with the current, pre-merger share 
classes in the Target VCTs as illustrated in the table below. 
 
 
 
 
Pre-Merger Share Classes of Target      Post-Merger Share Classes of the 
VCTs                                    Enlarged Company 
DP2011 General Ord Shares               New DP2011 General Ord Shares 
DP2011 A Shares                         New DP2011 General A Shares 
DP2011 Structured Ord Shares            New DP2011 Structured Ord Shares 
DP2011 Structured A Shares              New DP2011 Structured A Shares 
DP2011 Low Carbon Ord Shares            New DP2011 Low Carbon Ord Shares 
DP6 Shares                              New DP67 Ord Shares 
DP7 Shares                              New DP67 Ord Shares 
 
 
   Each Scheme requires the approval of resolutions by the DSO shareholders 
and the relevant Target VCT's shareholders. The DP6 and DP7 Schemes are 
conditional on the DP2011 Scheme going ahead. 
 
   The Merger will, if effected, result in an enlarged DSO ("Enlarged 
Company") with net assets of over GBP60 million. 
 
   Estimated costs of the Merger are GBP400,000, but Downing LLP has agreed 
to contribute 50% of the costs, so net costs for shareholders will be 
GBP200,000. These net costs will be borne by DSO and the Target VCTs on 
a basis which is pro rata to their current net asset values and the 
expected remaining life of each share class. As a result, the running 
cost savings for each share class over their expected remaining life is 
expected to exceed the net costs of the Merger borne by that share 
class. 
 
   For the 12 months following the Merger, Downing has also agreed to 
reduce its investment management fee in respect of DSO Assets from 1.5% 
to 1.3% and, in respect of the DP2011 Assets, from 1.8% to 1.6%. The 
applicable investment management fee in respect of DP6 Assets and DP7 
Assets will remain at 1.35%. 
 
   As part of the proposals, DSO will seek approval to broaden its 
Investment Policy to allow each share class after the Merger to continue 
to be managed in the same way as previously, to renew allotment and 
share purchase authorities, to approve amendments to its articles of 
association and to approve the cancellation of its share premium 
account. 
 
   Further details of the proposals are set out below. The approval of 
resolutions in connection with these proposals will be proposed at 
general meetings of the Companies ("Meetings") being convened as set out 
in the expected timetable below. 
 
   BACKGROUND 
 
   VCTs are required to be listed on the premium segment of the Official 
List, which involves a significant level of costs associated with the 
listing as well as related fees to ensure they comply with all relevant 
legislation and regulations. A larger VCT is able to spread the fixed 
elements of such running costs across a larger asset base and, as a 
result, reduce running costs as a percentage of net assets. 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 for economic and 
administrative efficiencies. 
 
   With the above in mind, the Boards and Downing entered into discussions 
to consider a merger of the four Companies to create a single, larger 
VCT. The aim of the Merger is to achieve strategic benefits and 
reductions in the annual running costs for each set of shareholders, 
while maintaining a platform from which the planned exit strategy of 
each of the share pools can continue to be executed as it is now. 
 
   THE SCHEMES 
 
   The Merger will be effected in the following way. 
 
   First, each Target VCT will be placed into members' voluntary 
liquidation pursuant to a scheme of consolidation under section 110 of 
the Insolvency Act 1986, subject to shareholders' approval. 
 
   Secondly, all of the assets and liabilities of each Target VCT will be 
transferred to DSO in consideration for the issue of Consideration 
Shares by DSO directly to the shareholders of the relevant Target VCT. 
 
   Each Scheme requires the prior approval of the shareholders of the 
relevant Target VCT and the Shareholders of DSO. If a shareholder of a 
Target VCT does not vote in favour of the Merger and expresses his 
dissent in writing then he may require the Liquidators to purchase his 
shares at their break-value price, this being an estimate of the amount 
he would receive in an ordinary winding up of the relevant Target VCT if 
all of the assets had to be realised. The break-value is expected to be 
significantly below the net asset value of the relevant Target VCT. 
 
   For these purposes, whilst there will only be one general meeting of DSO 
at which shareholders will be invited to consider and vote in favour of 
the Mergers, there will be two general meetings for each of the Target 
VCTs. At the Target VCTs' First General Meetings, Target VCT 
shareholders will be invited to approve the Merger. At the Second Target 
VCT Meetings, Target VCT Shareholders will be invited to pass a special 
resolution for the winding up of the relevant Target VCT. 
 
   In addition to the approval of Shareholders being sought at the General 
Meeting, each Scheme is dependent on: 
 
   *   the relevant Scheme being approved by the shareholders of DSO and 
the relevant Target VCT; 
 
   *   notice of dissent not being received from shareholders (of the 
relevant Target VCT) who hold more than 10% in nominal value of the 
issued share capital; and 
 
   *   DSO confirming that it has received no notice of any claims, 
proceedings or actions of whatever nature threatened or commenced 
against any of the Target VCTs which the board of DSO regard as material, 
 
 
   *   the DP2011 scheme becoming effective, 
 
   and so will proceed and become effective immediately after the passing 
of the special resolution for the winding up of the relevant Target VCT. 
 
   The number of Consideration Shares to be issued will be on a "one for 
one" basis with Consideration Shares being issued in a new corresponding 
share class created in DSO. There is one exception being the DP2011 LC 
Shares where 935 Consideration Shares will be issued for every 1,000 
existing DP2011 LC Shares held. (This is because the DP2011 LC shares 
were originally issued at a price of 93.5p per share instead of the more 
common VCT issue price of 100p per share. This adjustment rebases the 
shares to an equivalent original issue price of 100p.) 
 
   Each Scheme is conditional upon certain conditions being satisfied as 
further set out in the circulars being posted to shareholders today, 
including resolutions to be proposed to shareholders of each of the 
Companies. Each Target VCT will apply to the UKLA for cancellation of 
the listing of its shares, upon the successful completion of its Scheme, 
such cancellation is anticipated to take place on 24 August 2015 (the 
cancellation requiring the approval of the relevant Target VCT's 
shareholders). 
 
   The Merger will result in the creation of an enlarged company and should 
result in savings in running costs and simpler administration. As all of 
the Companies have similar investment policies, a number of common 
investments and are managed by Downing, this is achievable without 
material disruption to the Companies and their combined portfolio of 
investments. 
 
   The boards of the Companies consider that the Merger will bring a number 
of benefits to all of the Companies' groups of shareholders through: 
 
   *   A reduction in the expected annual running costs for most 
shareholders; 
 
   *   Annual running costs capped by Downing at 3% of net assets; 
 
   *   a reduction in Downing's investment management fees for the 12 
months following the Merger by 0.2% of the NAV per annum in respect of 
each DSO Share; 
 
   *   increased flexibility for exit and wind up strategies for different 
groups of shareholders; and 
 
   *  enhanced prospects for the possibility of creating an Target share 
class which could be offered to those Shareholders who may wish to 
remain invested and continue to receive tax free dividends at the end of 
the initial planned exit period. 
 
   Additional attractive features of the Merger include: 
 
   *   Downing has agreed to contribute 50% of the costs of the Merger 
meaning that DSO and the Target VCTs will only bear GBP200,000 of the 
GBP400,000 estimated costs; 
 
   *   Downing has agreed to cover 100% of any costs of the Merger in 
excess of GBP420,000; and 
 
   *  no impact on the tax position of Shareholders - existing VCT tax 
reliefs carry over and attach to the post- Merger shares for all 
Shareholders. 
 
   The Merger is comprised of three separate Schemes and will only go ahead 
if at least the DP2011 Scheme becomes unconditional. If one or two of 
the Schemes become unconditional, then the resulting Enlarged Company 
will be commensurately smaller than if all three Schemes become 
unconditional with the result that the Enlarged Company will have a 
smaller net asset base across which to spread the costs of the Schemes 
that do go ahead and the running costs of the Enlarged Company going 
forward. In this case, the costs of the Schemes that do go ahead may 
take longer to recover than they would if the full four-way Merger was 
implemented. 
 
   The estimated total costs of this four-way merger are GBP400,000. 
Downing has agreed to bear 50% of the costs of the Merger and 100% of 
any costs in excess of GBP420,000. After Downing's contribution, and 
taking into account Downing's reduced management fees in year one 
following the Merger, the net costs of the Merger to be borne by the 
Companies are estimated at GBP110,000. 
 
   As an illustration, had the Merger been completed on the basis of the 
Schemes as set out the Circulars, the number of Consideration Shares 
that would be issued for each Target VCT share would be as follows: 
 
 
 
 
                                                   Downing FOUR 
                            Number of                   VCT                          Voting 
              Current         Shares        Net     share class       Shares/        rights 
  Current     share        currently in    Asset     following     Consideration    following 
  company     class           issue        Value*     Merger          shares         merger 
                             Number        GBPM                      Number            % 
Existing Shares 
            Ordinary                               DSO Ordinary 
DSO          Shares          10,288,157      5.54        Shares       10,288,157        9.02% 
DSO         A Shares         15,506,488      0.02  DSO A Shares       15,506,488        0.02% 
DSO         B Shares         19,911,070     13.98  DSO B Shares       19,911,070       23.04% 
DSO         C Shares         29,926,070      0.03  DSO C Shares       29,926,070        0.04% 
DSO         D Shares          7,877,527      6.36  DSO D Shares        7,877,527       10.22% 
Consideration Shares 
                                                     DP2011 Gen 
DP2011      Gen Ords         15,679,241     11.49          Ords       15,679,241       18.70% 
DP2011      Gen A            18,453,789      1.11  DP2011 Gen A       18,453,789        1.94% 
                                                         DP2011 
            Structured                               Structured 
DP2011       Ords            10,678,725      8.08          Ords       10,678,725       13.11% 
                                                         DP2011 
            Structured                               Structured 
DP2011       A               12,572,817      0.78             A       12,572,817        1.32% 
            Low Carbon                               DP2011 Low 
DP2011       Ords             8,102,222      6.11   Carbon Ords        7,575,577       10.63% 
DP6         DP6               5,355,154      3.42          DP67        5,355,154        5.63% 
DP7         DP7               6,006,085      3.81          DP67        6,006,085        6.32% 
 
  * The Net Asset Values shown here are the unaudited 
  figures as at 31 March 2015 for DSO, 30 November 2014 
  for DP2011 (adjusted for dividends paid since) and 
  31 January 2015 for DP6 and DP7. 
 
 
   The worked example above is produced for illustrative purposes only and 
assumes that all Schemes are approved in full with no dissenting 
shareholders from any of the Companies. Voting rights of each share 
class following the Merger will be broadly in line with their relative 
net assets. 
 
   MANAGEMENT AND ADMINISTRATION ARRANGEMENTS 
 
   Downing is the investment manager of all of the Companies and also 
provides administration and secretarial services to all of the 
Companies. 
 
   Subject to the completion of the Merger, the Enlarged Company will enter 
into revised arrangements with Downing pursuant to which Downing will 
receive fees as follows: - 
 
   Investment Management Fees are to be calculated according to the 
specific share class in which the assets in question are held: 
 
 
 
 
           Annual Fee 
             (Pre and 
Company    post Merger)                         Comments 
                         Reduced by 0.2% to 1.3% for the 12 months immediately 
DSO           1.5%                        following the Merger 
                         Reduced by 0.2% to 1.6% for the 12 months immediately 
DP2011        1.8%                        following the Merger 
DP6/DP7           1.35% 
 
 
   Downing has agreed to provide running cost caps following the Merger as 
follows: 
 
 
 
 
                             Running Cost 
             Running Cost      Cap post- 
  Company    Cap pre-Merger     Merger 
DSO                    3.5%          3.0% 
DP2011                 3.5%          3.0% 
DP6/ DP7               2.9%          2.9% 
 
   THE DSO BOARD 
 
   The Boards have considered what the size and future composition of the 
DSO Board should be following the Merger and it has been agreed that 
subject to completion of the Merger, the Board composition will be 
rearranged such that two new directors will be appointed to join the 
existing DSO Board. 
 
   It is proposed that Sir Aubrey Brocklebank and Russell Catley join the 
DSO Board from their current appointments as directors of DP2011. The 
appointments of Sir Aubrey Brocklebank and Russell Catley as directors 
of DSO are subject to the completion of the Merger, and will ensure that 
the board of directors of the Enlarged Company have direct experience of 
approximately 90% of the Enlarged Company's portfolio (by value). It is 
intended that Sir Aubrey Brocklebank will be appointed as the Senior 
Independent Director upon joining the DSO Board. 
 
   DSO CHANGES TO ITS ARTICLES, RENEWAL OF SHARE ISSUE AND BUYBACK 
AUTHORITIES AND CANCELLATION OF SHARE CAPITAL AND RESERVES 
 
   As the structure of DSO will change if the Merger goes ahead, due to the 
creation of a number of new classes of shares, there are some structural 
changes required to the Articles to ensure the smooth and equitable 
running of the Enlarged Company. The proposed changes are as follows: 
 
   1. The addition to the Articles of the share rights of the New Share 
Classes 
 
   In respect of rights to receive dividends and distributions of capital, 
these will be identical to the rights in the Target VCT's existing 
articles of association and will not affect existing Shareholders of DSO 
as they will only be relevant to the segregated assets of each New Share 
Class which are transferred to DSO pursuant to the Merger. 
 
   2. The introduction of a structured voting rights system for general 
meetings 
 
   A proposed new voting rights system (described in more detail below) 
aims to ensure that, at a general meeting where holders of all types of 
shares may be present, the voting power attributable to the various 
existing classes and New Share Classes is broadly proportionate to the 
relative value those classes represent in the Enlarged Company. This is 
achieved by having a base number of votes for each share in a particular 
class, based on that class's current Net Asset Value. There is also a 
mechanism for increasing or decreasing the number of base votes in the 
event that the NAV of a class rises or falls in increments of 25%. 
 
   3. The introduction of mechanism to wind up exiting share classes 
 
   As certain of the planned exit classes of shares in the Enlarged Company 
are approaching the end of their lifecycles, the Board believes this is 
an opportune time to introduce a mechanism into the Articles to allow 
the Enlarged Company to efficiently wind up share classes in which the 
value has been almost entirely distributed to shareholders. 
 
   It is proposed that where the Net Asset Value of a particular class 
falls below GBP25,000 or the largest shareholder holds shares with a 
value of less than GBP20, the Board will have the right to convert the 
remaining shares into deferred shares for repurchase by DSO. This will 
prevent an almost 'empty' share class, with minimal economic value, from 
persisting inefficiently and incurring fixed costs relating, amongst 
other things, to maintaining its listing on the London Stock Exchange. 
 
   4. The increase to the directors' annual remuneration cap 
 
   An increase to the cap on the aggregate sum to which directors of DSO 
are entitled by way of remuneration for their services from GBP100,000 
to GBP150,000 is proposed in light of the increase in size of the 
Enlarged Company and its board. 
 
 
 
 
EXPECTED TIMETABLE FOR THE MERGER                                         2015 
Latest time for the receipt of forms of proxy for                 12 noon on 7 
 the DSO General Meeting                                                  July 
DSO General Meeting                                               12 noon on 9 
                                                                          July 
Class Meeting of Ordinary Shareholders                         12.05 p.m. on 9 
                                                                          July 
Class Meeting of A Shareholders                                12.10 p.m. on 9 
                                                                          July 
Class Meeting of B Shareholders                                12.15 p.m. on 9 
                                                                          July 
Class Meeting of C Shareholders                                12.20 p.m. on 9 
                                                                          July 
Class Meeting of D Shareholders                                12.25 p.m. on 9 
                                                                          July 
Calculation Date                                                       17 July 
Effective Date for the transfer of the assets and                      20 July 
 liabilities of the Target VCTs to DSO and the issue 
 of Consideration Shares 
Announcement of the results of the DSO General Meeting                 21 July 
 and completion of the Schemes 
Admission and dealings in the Consideration Shares                     23 July 
 to commence 
CREST accounts credited with the Consideration Shares                  23 July 
 issued pursuant to the Schemes 
Certificates for Consideration Shares dispatched by                   2 August 
 
 
  EXPECTED TIMETABLE FOR DP2011 
                                                                          2015 
Latest time for receipt of forms of proxy for the              11.15 a.m. on 7 
 DP2011 First General Meeting                                             July 
DP2011 First General Meeting                                   11.15 a.m. on 9 
                                                                          July 
Date from which it is advised that dealings in DP2011                  16 July 
 Shares should only be for cash settlement and immediate 
 delivery of documents of title 
Latest time for receipt of forms of proxy for the                11.30 a.m. on 
 DP2011 Second General Meeting                                         16 July 
DP2011 register of members closed                                 5.00 p.m. 17 
                                                                          July 
Record Date for DP2011 Shareholders' entitlements                 5.30 p.m. 17 
                                                                          July 
Calculation Date                                                       17 July 
Dealings in DP2011 Shares suspended                            7.30 a.m. on 20 
                                                                          July 
DP2011 Second General Meeting                                    11.30 a.m. on 
                                                                       20 July 
Effective Date for the transfer of the assets and                      20 July 
 liabilities of DP2011 to DSO and the issue of Consideration 
 Shares pursuant to the DP2011 Scheme 
Cancellation of the listing of the DP2011 Shares               8.00 a.m. on 24 
                                                                        August 
 
  EXPECTED TIMETABLE FOR DP6 
                                                                          2015 
Latest time for receipt of forms of proxy for the              12.30 p.m. on 7 
 DP6 First General Meeting                                                July 
DP6 First General Meeting                                      12.30 p.m. on 9 
                                                                          July 
Date from which it is advised that dealings in DP6                     16 July 
 Shares should only be for cash settlement and immediate 
 delivery of documents of title 
Latest time for receipt of forms of proxy for the                12 noon on 16 
 DP6 Second General Meeting                                               July 
DP6 register of members closed                                 5.00 p.m. on 17 
                                                                          July 
Record Date for DP6 Shareholders' entitlements                 5.30 p.m. on 17 
                                                                          July 
Calculation Date                                                       17 July 
Dealings in DP6 Shares suspended                               7.30 a.m. on 20 
                                                                          July 
DP6 Second General Meeting                                       12 noon on 20 
                                                                          July 
Effective Date for the transfer of the assets and                      20 July 
 liabilities of DP6 to the DSO and the issue of Consideration 
 Shares pursuant to the DP6 Scheme 
Cancellation of the listing of the DP6 Shares                  8.00 a.m. on 24 
                                                                        August 
 
  EXPECTED TIMETABLE FOR DP7 
                                                                          2015 
Latest time for receipt of forms of proxy for the              12.45 p.m. on 7 
 DP7 First General Meeting                                                July 
DP7 First General Meeting                                      12.45 p.m. on 9 
                                                                          July 
Date from which it is advised that dealings in DP7                     16 July 
 Shares should only be for cash settlement and immediate 
 delivery of documents of title 
Latest time for receipt of forms of proxy for the                12.15 p.m. on 
 DP7 Second General Meeting                                            17 July 
DP7 register of members closed                                 5.00 p.m. on 16 
                                                                          July 
Record Date for DP7 Shareholders' entitlements                 5.30 p.m. on 17 
                                                                          July 
Calculation Date                                                       17 July 
Dealings in DP7 Shares suspended                               7.30 a.m. on 20 
                                                                          July 
DP7 Second General Meeting                                       12 noon on 20 
                                                                          July 
Effective Date for the transfer of the assets and                      20 July 
 liabilities of DP7 to the DSO and the issue of Consideration 
 Shares pursuant to the DP7 Scheme 
Cancellation of the listing of the DP7 Shares                  8.00 a.m. on 24 
                                                                        August 
 
   DOCUMENTS AND APPROVALS 
 
   DSO shareholders will receive a copy of a circular convening the DSO 
general meeting to be held on 9 July 2015 together with a securities 
note relating to the Merger (the "Securities Note") at which DSO 
shareholders will be invited to approve resolutions in connection with 
the proposals. 
 
   The Target VCTs' shareholders will each receive a circular convening the 
Target VCTs' first general meetings on 9 July 2015 and the Target VCTs' 
second general meetings on 20 July 2015 (together with the Securities 
Note) at which Target VCTs' shareholders will be invited to approve 
resolutions in connection with their relevant Scheme. 
 
   Copies of the Prospectus (comprising the Securities Note together with a 
registration document and summary), the DSO circular and the Target 
VCTs' circulars have been submitted to the UK Listing Authority and will 
be shortly available for download both from the Downing website 
(www.downing.co.uk/D4Merger) and the national storage mechanism 
(www.morningstar.co.uk/uk/NSM). 
 
   For further information, please contact: 
 
   Investment Manager and Administrator for the Companies 
 
   Downing LLP - Grant Whitehouse - Telephone: [phone] 
 
   Solicitors to the Companies 
 
   RW Blears LLP - Frank Daly - Telephone: [phone] 
 
   Sponsor to DSO 
 
   Jonathan Becher - Panmure Gordon (UK) Limited - Telephone: [phone] 
 
   The directors and proposed directors of DSO accept responsibility for 
the information relating to DSO and its directors and proposed directors 
contained in this announcement. To the best of the knowledge and belief 
of such directors and proposed directors (who have taken all reasonable 
care to ensure that such is the case), the information relating to DSO 
and its directors and proposed directors contained in this announcement, 
for which they are solely responsible, is in accordance with the facts 
and does not omit anything likely to affect the import of such 
information. 
 
   The directors of DP2011 accept responsibility for the information 
relating to DP2011 and its directors contained in this announcement. To 
the best of the knowledge and belief of such directors (who have taken 
all reasonable care to ensure that such is the case), the information 
relating to DP2011 and its directors contained in this document, for 
which they are solely responsible, is in accordance with the facts and 
does not omit anything likely to affect the import of such information. 
 
   The directors of DP6 accept responsibility for the information relating 
to DP6 and its directors contained in this announcement. To the best of 
the knowledge and belief of such directors (who have taken all 
reasonable care to ensure that such is the case), the information 
relating to DP6 and its directors contained in this document, for which 
they are solely responsible, is in accordance with the facts and does 
not omit anything likely to affect the import of such information. 
 
   The directors of DP7 accept responsibility for the information relating 
to DP7 and its directors contained in this announcement. To the best of 
the knowledge and belief of such directors (who have taken all 
reasonable care to ensure that such is the case), the information 
relating to DP7 and its directors contained in this document, for which 
they are solely responsible, is in accordance with the facts and does 
not omit anything likely to affect the import of such information. 
 
   RW Blears LLP are acting as legal advisers for the Companies and for no 
one else in connection with the matters described herein and will not be 
responsible to anyone other than the Companies for providing the 
protections afforded to clients of RW Blears LLP or for providing advice 
in relation to the matters described herein. 
 
   Panmure Gordon (UK) Limited, which is authorised and regulated in the 
United Kingdom by the Financial Conduct Authority, is acting as sponsor 
for DSO and no one else and will not be responsible to any other person 
for providing the protections afforded to customers of Panmure Gordon 
(UK) Limited or for providing advice in relation to any matters referred 
to herein. 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Downing Structured Opportunities VCT 1 PLC via Globenewswire 
 
   HUG#1928627