Octopus Apollo VCT Octopus Apollo Vct Plc : Merger Update: Approval Of Scheme

 
TIDMOAP3 TIDMOEC1 
 
   Octopus Apollo VCT plc ("Apollo") 
 
   Octopus Eclipse VCT plc ("Eclipse") 
 
   (together the "Companies") 
 
   19 December 2016 
 
   Merger Update: Approval of Scheme 
 
   This announcement is made by the Companies in connection with the scheme 
of reconstruction of Eclipse (the "Scheme"), details of which were 
contained in the prospectus (the "Prospectus") and circulars (the 
"Circulars") issued by the Companies on 4 November 2016. 
 
   The boards of directors of the Companies are pleased to report that the 
resolution proposed at the second general meeting of Eclipse held today 
(the "Second General Meeting") was duly passed and that the Scheme has 
become unconditional. 
 
   In implementing the Scheme, the assets and liabilities of Eclipse have 
been transferred to Apollo, in consideration for the issue of a total of 
35,349,838 ordinary shares of 10p each in the capital of Apollo ("Scheme 
Shares") to the former shareholders of Eclipse at a deemed issue price 
i.e. Merger Value of 61.3p per Scheme Share. Pursuant to the Scheme, 
Scheme Shares were issued to the former shareholders of Eclipse at a 
ratio of 0.355628 Scheme Shares for each Eclipse share held. The net 
asset value of Apollo following the Scheme is GBP133.7 million. 
 
   The unaudited net asset value of Eclipse as at the Scheme Calculation 
Date, as defined in the Prospectus and Circulars, was 21.8p and the 
decrease since the previously published unaudited net asset value of 
Eclipse is deemed by Eclipse and Apollo to constitute inside information 
as stipulated under the Market Abuse Regulations (EU) No. 596/2014 
("MAR"). Upon the publication of this announcement this inside 
information is now considered to be in the public domain. 
 
   Following the issue of the Scheme Shares, the total number of Apollo's 
issued ordinary shares of 10p each is 218,131,714. 
 
   Following the implementation of the Scheme, Eclipse has been placed in 
members' voluntary liquidation. 
 
   Application has been made to the London Stock Exchange for the Scheme 
Shares to be admitted to trading on its main market for listed 
securities and it is expected that the Scheme Shares will be admitted to 
the Official List and that trading will become effective on 20 December 
2016. 
 
   Eclipse also announces that further to the resolution passed at the 
Second General Meeting, the listing of its ordinary shares of 10p each 
on the Official List of the UK Listing Authority will be cancelled with 
effect from 8am on 20 December 2016. 
 
   As a result of the Scheme becoming effective, Alex Hambro has been 
appointed as a director of Apollo and Ian Pearson will resign as a 
director of Apollo on 31 January 2017. 
 
   Information required to be disclosed in respect of Alex Hambro pursuant 
to paragraph LR 9.6.13R of the Listing Rules of the Financial Conduct 
Authority is as follows: 
 
   Details of all directorships held in any other publicly quoted company 
at any time in the previous five years are as follows: 
 
   Benchmark Holdings plc 
 
   Hazel Renewable Energy VCT 2 plc 
 
   Hazel Targa VCT plc                             (Dissolved 22 November 
2016) 
 
   Judges Scientific plc 
 
   Octopus Eclipse VCT plc 
 
   Octopus Eclipse VCT 4 plc                  (Dissolved 23 April 2014) 
 
   There are no other disclosures to be made under Listing Rule 9.6.13R. 
 
   A copy of the resolution passed at the Second General Meeting has been 
submitted to the National Storage Mechanism and will shortly be 
available for inspection at: 
 
   http://www.morningstar.co.uk/uk/NSM 
 
   For further information please contact: 
 
   Nicola Board 
 
   Company Secretary 
 
   020 7776 8663 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq 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: Octopus Apollo VCT plc via Globenewswire 
 
 
 
 

(END) Dow Jones Newswires

December 19, 2016 07:30 ET (12:30 GMT)

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