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OEC1 Octopus Ecl.

22.00
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Octopus Ecl. LSE:OEC1 London Ordinary Share GB00B00MKB60 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 22.00 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Octopus Apollo VCT Octopus Apollo Vct Plc : Publication Of A Prospectus And Circulars In Respect Of Proposals To Merge With O...

04/11/2016 4:50pm

UK Regulatory


 
TIDMOAP3 TIDMOEC1 
 
   Octopus Apollo VCT plc ("Apollo") 
 
   Octopus Eclipse VCT plc ("Eclipse") 
 
   (together the "Companies") 
 
   4 November 2016 
 
   Publication of a Prospectus (the "Prospectus") and Circulars (the 
"Circulars") in connection with recommended proposals to merge the 
Companies (to be completed pursuant to a scheme of reconstruction (the 
"Scheme" or "Merger") under section 110 Insolvency Act 1986) and an 
offer for subscription by Apollo. 
 
   On 27 September 2016, the boards of Apollo and Eclipse (the "Boards") 
announced that they had entered into discussions to merge the Companies 
into one company (the "Enlarged Company") and the Apollo Board announced 
that it also intended to raise further funds into Apollo pursuant to an 
offer for subscription (the "Offer"). The Boards are pleased to advise 
that discussions have now concluded and that the Companies have today 
issued the Circulars to set out the proposals for the Merger for 
consideration by their respective shareholders and that Apollo has 
issued a Prospectus relating to the Offer and Merger. The Companies have 
similar investment mandates and are both managed by Octopus Investments 
Limited ("Octopus"). 
 
   The Offer 
 
   Apollo is seeking to raise GBP20 million under the Offer, which is 
subject to the approval of the Apollo shareholders. The expected 
timetable for the Offer is set out below. 
 
   The Scheme 
 
   The Merger is expected to deliver a number of additional benefits to 
shareholders including: 
 
 
   -- participation in a larger VCT with a more diversified portfolio, thereby 
      spreading the portfolio risk across a broader range of investments; 
 
   -- efficiencies in annual running costs and administration for the Enlarged 
      Company compared to the separate companies; 
 
   -- enhancing the ability of the Enlarged Company to find high quality new 
      investments, raise funds, as well as pay dividends and support buybacks 
      in the future. 
 
 
   The mechanism by which the Merger will be completed is as follows: 
 
 
   -- Eclipse will be placed into members' voluntary liquidation pursuant to a 
      scheme of reconstruction under Section 110 IA 1986; and 
 
   -- all of the assets and liabilities of Eclipse will be transferred to the 
      Company in consideration for the issue of Scheme Shares. 
 
 
   The Scheme will be completed on a relative unaudited net asset value 
basis, adjusted for the anticipated costs of the Scheme, based on the 
latest unaudited valuations of the Companies' investments. An accounting 
firm will review the latest unaudited net asset values of the Companies 
and valuations of the Companies' investments prior to the Merger 
becoming effective and will confirm that they have been prepared in 
accordance with similar principles as would have been used in producing 
year end accounts. The effect of the Scheme will be that the Eclipse 
shareholders will receive Apollo shares with the same total net asset 
value as their Eclipse shares. 
 
   The Scheme is conditional upon its approval by the Apollo shareholders 
and by the Eclipse shareholders, as well as the other conditions set out 
in the Prospectus and Circulars. 
 
   As the Companies have a similar investment objective and policy, the 
same investment manager and other common advisers, the proposed Merger 
should be achievable without major additional cost or disruption to the 
Companies and their combined portfolio of investments. 
 
   The aggregate anticipated cost of undertaking the Merger is 
approximately GBP331,000, including VAT, legal and professional fees, 
stamp duty and the costs of winding up Eclipse. The costs of the Merger 
will be split proportionately between the Companies by reference to 
their respective net asset values immediately prior to the Merger. 
 
   Shareholders and investors should note that the merger by way of the 
Scheme will be outside the provisions of the City Code on Takeovers and 
Mergers. 
 
   The portfolio of assets which will be transferred from Eclipse to the 
Company as part of the Scheme is considered to be in keeping with 
Apollo's investment policy. The extent of the liabilities (if any) which 
will be transferred from Eclipse to Apollo as part of the Scheme will be 
those which are incurred in the ordinary course of business and merger 
costs which remain unpaid at the time of transfer. Any such liabilities 
are expected to be nominal in comparison to the value of the assets. 
 
   Eclipse shareholders who do not vote in favour of the Resolution to be 
proposed at Eclipse's first general meeting, as referred to in the 
timetable below, are entitled to dissent and have their shareholding 
purchased by the liquidators of Eclipse (the "Liquidators") at a price 
agreed between the dissenting Eclipse shareholders and the Liquidators 
(or by arbitration), which would be expected to be at a significant 
discount to the net asset value of an Eclipse share. If the conditions 
of the Scheme are not satisfied, the Companies will continue in their 
current form and the Boards will continue to review all options 
available to them regarding the future of the Companies. 
 
   Clearance has been requested from HMRC that the Scheme meets the 
requirements of the Merger Regulations and, therefore, that the 
implementation of the Scheme should not affect the status of Apollo as a 
VCT. It is the intention of the Apollo Board to continue to comply with 
the requirements of ITA 2007 following the Merger so that Apollo 
continues to qualify as a VCT. 
 
   EXPECTED TIMETABLE, OFFER STATISTICS AND COSTS 
 
   Expected Timetable for the Scheme 
 
   Apollo 
 
 
 
 
Latest time and date for receipt of Forms of Proxy       2.30 pm on 8 December 
 for the General Meeting                                                  2016 
General Meeting                                         2.30 pm on 12 December 
                                                                          2016 
Scheme Calculation Date                                    after 5.00 pm on 16 
                                                                 December 2016 
Scheme Effective Date for the transfer of the assets          19 December 2016 
 and liabilities of Eclipse to the Company and the 
 issue of Scheme Shares 
Announcement of the results of the Scheme                     19 December 2016 
Admission of, and dealings in, Scheme Shares issued           20 December 2016 
 to commence 
CREST accounts credited (if applicable)                  20 December 2016 2016 
Certificates for Scheme Shares despatched to Eclipse         Week commencing 9 
 Shareholders                                                     January 2017 
 
 
   Eclipse 
 
 
 
 
Latest time for receipt of forms of proxy for the          2.30 pm on 5 December 2016 
 Eclipse First General Meeting 
Eclipse First General Meeting                              2.30 pm on 7 December 2016 
Latest time for receipt of forms of proxy for the        10.30 am on 15 December 2016 
 Eclipse Second General Meeting 
Final expected date of trading of the Eclipse Shares                 16 December 2016 
Scheme Record Date for Eclipse Shareholders'              5.00 pm on 16 December 2016 
 entitlements under the Scheme 
Scheme Calculation Date                                  after 5.00 pm on 16 December 
                                                                                 2016 
Dealings in Eclipse Shares suspended*                     7.30 am on 19 December 2016 
Eclipse register of members closed                        9.30 am on 19 December 2016 
 
  Eclipse Second General Meeting                         10.30 am on 19 December 2016 
Scheme Effective Date for the transfer of the                        19 December 2016 
 assets and liabilities of Eclipse to the Company and 
 the issue of Scheme Shares 
Announcement of the results of the Scheme                            19 December 2016 
Cancellation of the Eclipse Shares' listing               8.00 am on 20 December 2016 
 
 
   (*The final expected date of trading of the Eclipse shares will be 16 
December 2016. See the timetable for Apollo with regard to admission, 
CREST accounts being credited and certificates being despatched in 
respect of the Scheme Shares) 
 
   Expected Timetable for the Offer 
 
 
 
 
Launch date of the Offer                                       4 November 2016 
Deadline for receipt of applications for first allotment  9.00 am on 5 January 
                                                                          2017 
First allotments under the Offer                                6 January 2017 
Deadline for receipt of applications for final allotment    12 noon on 5 April 
 in 2016/17 tax year                                                      2017 
Deadline for receipt of applications for final allotment          12 noon on 3 
 in 2017/18 tax year                                             November 2017 
Closing date of the Offer                                         12 noon on 3 
                                                                 November 2017 
 
 
 
 
 
   --  The Offer will close earlier if fully subscribed. The Apollo Board 
      reserves the right to close the Offer earlier and to accept applications 
      and issue ordinary shares under the Offer ("Offer Shares") at any time 
      following the receipt of valid applications. 
 
   -- The results of the Offer will be announced to the London Stock Exchange 
      through a Regulatory Information Service provider authorised by the 
      Financial Conduct Authority. 
 
   -- Dealing is expected to commence in Offer Shares within ten business days 
      of allotments and share and tax certificates are expected to be 
      despatched within 14 business days of allotments. 
 
   -- The dates set out in the expected timetable above may be adjusted by 
      Apollo, in which event details of the new dates will be notified through 
      a Regulatory Information Service. 
 
 
   Offer Statistics 
 
 
 
 
Costs of Offer                           Up to 7.5% of gross proceeds of Offer 
Initial adviser charge                   Up to 4.5% of gross proceeds of Offer 
or intermediary 
commission 
Ongoing adviser charge    Up to 0.5% per annum of the latest NAV of gross sums 
or annual ongoing                      invested in the Offer for up to 9 years 
charge 
 
 
   -- The cost of the Offer is capped at 7.5%. Octopus has agreed to indemnify 
      Apollo against the costs of the Offer in excess of this amount. 
 
 
   Related Party Transaction 
 
   In connection with the Offer, Octopus will receive a fee of up to 5.5% 
of the gross proceeds received by Apollo under the Offer (comprising an 
initial charge of 3.0% of the gross funds raised and an initial 
commission of up to 2.5% of gross funds raised from investors who have 
not invested their money through a financial intermediary ("Direct 
Investors")) and an additional ongoing charge of 0.5% of the net asset 
value of the investment amount received by Apollo from Direct Investors, 
payable for up to nine years, provided the Direct Investors continue to 
hold their Offer shares. 
 
   The above arrangement falls within Listing Rule 11.1.10 R. 
 
   Copies of the Prospectus and Circulars will shortly be available for 
inspection at the National Storage Mechanism, which is located at: 
 
   http://www.morningstar.co.uk/uk/NSM 
 
   and on the Company's website: 
 
   http://www.octopusinvestments.com 
 
   For further information please contact: 
 
   Nicola Board 
 
   Company Secretary 
 
   0207 776 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

November 04, 2016 12:50 ET (16:50 GMT)

Copyright (c) 2016 Dow Jones & Company, Inc.

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