Octopus Titan VCT 1 Statement Re Merger Update, Result Of General Meetings And Dividend Declarations

 
TIDMOTV1 
 
 
   28 October 2014 
 
   Octopus Titan VCT 1 plc ("Titan 1") 
 
   Octopus Titan VCT 2 plc ("Titan 2") 
 
   Octopus Titan VCT 3 plc ("Titan 3") 
 
   Octopus Titan VCT 4 plc ("Titan 4") 
 
   Octopus Titan VCT 5 plc ("Titan 5") 
 
   Merger Update, Result of General Meetings and Dividend Declarations 
 
   At the general meetings of Titan 1, Titan 3, Titan 4 and Titan 5 (the 
"Companies") held today (the "General Meetings"), resolutions numbered 2 
to 4 set out in the notices of general meeting dated 16 September 2014 
(the "Notices"), which included resolutions relating to a proposed offer 
for subscription by the Companies and Titan 2 (the "Offer"), were duly 
passed. The Offer is now unconditional for all the Companies and Titan 
2. 
 
   Further to previous announcements, the boards of the Companies and Titan 
2 are pleased to confirm that they anticipate that all of the conditions 
relating to the proposed merger of the Companies and Titan 2 (the 
"Merger"), including shareholder and HMRC approvals, will be satisfied 
by the end of November 2014, in order that the Merger can proceed in 
accordance with the revised timetable set out below. The General 
Meetings were adjourned (the Adjournments") in respect of resolution 
number 1 ("Resolution 1"), which relates to the liquidation of the 
Companies prior to the Merger, to 27 November 2014 at 10.00 am, 10.15 am, 
10.30 am and 10.45 am for Titan 1, Titan 3, Titan 4 and Titan 5 
respectively (the "Adjourned Meetings"). Shareholders of the Companies 
will be sent a formal notice of their Adjourned Meeting shortly. Proxy 
forms that have already been cast in respect of Resolution 1 will be 
valid in respect of the Adjourned Meetings. 
 
   In view of the Adjournments and to reflect the confidence of the Titan 4 
and Titan 5 boards that the Merger will proceed in accordance with the 
timetable below, the special dividends of 15p and 10p per share that 
were to have been paid to the Titan 4 and Titan 5 shareholders 
respectively on 28 November 2014, conditional upon the Merger having 
taken place (as announced on 16 September 2014 at 18.39 hrs), will now 
be paid unconditionally on 21 November 2014 to those Titan 4 and Titan 5 
shareholders on their respective registers of members on 7 November 
2014. 
 
   The Companies and Titan 2 are also pleased to announce that an interim 
dividend of 2.5p, 2.5p, 2.5p, 2.p and 2p per share in respect of the 
period from 1 May 2014 to 31 October 2014 will be paid on 21 November 
2014 to the Titan 1, Titan 2, Titan 3, Titan 4 and Titan 5 shareholders 
respectively who are on their registers of members on 7 November 2014. 
Following the Merger, Titan 2 does not propose to pay a final dividend, 
in addition to the above interim dividend, in respect of the financial 
year ending 31 October 2014. 
 
   In light of the Adjournments, the amended timetables in respect of the 
Merger and the Offer are as follows: 
 
   Merger 
 
   Titan 2 
 
 
 
 
Scheme Calculation Date                                    after 5.00 pm on 26 
                                                                 November 2014 
Scheme Effective Date for the transfer of the assets          27 November 2014 
 and liabilities of Titan 1, 3, 4 and 5 to Titan 2 
 and the issue of Scheme Shares 
Announcement of the results of the Scheme                     27 November 2014 
Admission of, and dealings in, Scheme Shares issued           28 November 2014 
 to commence 
CREST accounts credited (if applicable)                       28 November 2014 
Certificates for Scheme Shares dispatched to Titan          Week commencing 15 
 1, 3, 4 and 5 Shareholders                                      December 2014 
 
 
   Titan 1, Titan 3, Titan 4 and Titan 5 
 
 
 
 
Latest time for receipt of forms of proxy for the             10 am on 25 November 2014 
 Adjourned Meetings* 
Titan 1, 3, 4 and 5 register of members closed                         26 November 2014 
Final expected date of trading of the Titan 1, 3,                      26 November 2014 
 4 and 5 Shares 
Scheme Record Date for Titan 1, 3, 4 and 5 Shareholders'    5.00 pm on 26 November 2014 
 entitlements under the Scheme 
Scheme Calculation Date                                    after 5.00 pm on 26 November 
                                                                                   2014 
Dealings in Titan 1, 3, 4 and 5 Shares suspended            7.30 am on 27 November 2014 
Titan 1 Adjourned Meeting                                  10.00 am on 27 November 2014 
 Titan 3 Adjourned Meeting                                 10.15 am on 27 November 2014 
 Titan 4 Adjourned Meeting                                 10.30 am on 27 November 2014 
 Titan 5 Adjourned Meeting                                 10.45 am on 27 November 2014 
Scheme Effective Date for the transfer of the                          27 November 2014 
 assets and liabilities of Titan 1, 3, 4 and 5 to Titan 
 2 and 
 the issue of Scheme Shares** 
Announcement of the results of the Scheme                              27 November 2014 
Cancellation of the Titan 1, 3, 4 and 5 Shares' listing     8.00 am on 28 November 2014 
 
 
   * Proxy Forms that have already been cast will be valid at the Adjourned 
Meetings 
 
 
 
   Offer 
 
 
 
 
Deadline for receipt of applications for final allotment    12 noon on 1 April 
 in 2014/15 tax year                                                      2015 
Deadline for receipt of applications for final allotment          12 noon on 1 
 in 2015/16 tax year                                            September 2015 
First allotments under the Offer                              28 November 2014 
Closing date of the Offer                                     1 September 2015 
 
 
 
 
 
 
 
 
 
 
 
   -- The Offer will close earlier if fully subscribed. The Boards reserve the 
      right to close the Offer earlier and to accept Applications and issue 
      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 
      dispatched within 14 business days of allotments. 
 
   -- The dates set out in the expected timetable above may be adjusted by the 
      Companies, in which event details of the new dates will be notified 
      through a Regulatory Information Service. 
 
 
   For further information please contact: 
 
   Patricia Standaloft 
 
   Company Secretary 
 
   0207 710 6471 
 
   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: Octopus Titan VCT 1 PLC via Globenewswire 
 
   HUG#1866525 
 
 
  http://www.octopusinvestments.com