Rensburg AIM VCT Plc Agreed proposals with Unicorn AIM VCT plc (4146T)

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RNS Number : 4146T

Rensburg AIM VCT Plc

17 July 2015

RENSBURG AIM VCT PLC

Agreed proposals with Unicorn AIM VCT PLC

17 July 2015

The Board of directors (the Board) of Rensburg Aim VCT plc (RAVCT) announces that it has, subject to shareholder approval, HMRC approval and regulatory consents, agreed proposals with Unicorn AIM VCT plc (UAVCT) for a scheme of reconstruction (the Scheme) whereby, following a tender offer by RAVCT to its shareholders of up to approximately GBP5 million (the Tender Offer), the remaining assets and liabilities of RAVCT will be transferred to UAVCT in exchange for new ordinary shares to be issued by UAVCT. The principal terms of the proposals are set out below.

The Board is recommending these proposals as they satisfy the majority of the requirements it had set itself for protecting the interests of RAVCT shareholders and believes that the proposed Tender Offer and the Scheme will maximise shareholder value. The costs of the Tender Offer, which will precede the Scheme will be met by RAVCT, whilst the costs of implementing the Scheme will, if the Scheme proceeds to completion, be met by Unicorn Asset Management Ltd (UAM), the manager of UAVCT. The other principal features of the proposals are:

-- Shareholders will be able to continue to hold an investment in an AIM-focussed VCT; this is a preference expressed by a large number of shareholders in the survey conducted last year by the Board of RAVCT, the results of which were reported in the Report and Financial Statements 2014.

-- UAVCT is the largest AIM VCT in the market and with an excellent performance record, according to Association of Investment Companies (AIC) statistics.

-- UAVCT has a progressive dividend policy and shareholders in RAVCT who accept the shares to be issued by UAVCT will be entitled to any final dividend payable by this company.

-- Up to the limit of approximately GBP5 million, those shareholders wishing to realise their investment in RAVCT have the opportunity to do so under the Tender Offer at minimal discount to Net Asset Value (NAV).

-- UAM has agreed to pay all the costs of implementing the proposals which would have otherwise fallen on RAVCT and UAVCT, except for the costs of the Tender Offer itself and any termination payment due to Investec Wealth & Investment Ltd (IW&I), the managers of RAVCT which will be paid by RAVCT. The costs to be borne by RAVCT of implementing the proposals therefore compare favourably with the costs which would have been incurred in a winding up.

The proposals involve two steps.

First, prior to the Scheme being implemented, RAVCT will make the Tender Offer to its shareholders up to a maximum amount of approximately GBP5 million in cash. The Tender Offer price will be set at the then current NAV per share (with minimal discount), such that RAVCT shareholders who wish to receive cash for their holdings of RAVCT shares, up to the maximum limit of the Tender Offer, can do so.

Second, RAVCT shareholders who do not tender their shares, or whose applications are scaled back in the Tender Offer (in the event it is over subscribed) will, pursuant to the Scheme, receive new ordinary shares in UAVCT on the basis of the relative NAV per share of the two VCTs as calculated shortly prior to the Scheme taking effect.

In addition, the board of UAVCT has confirmed that those RAVCT shareholders who elect not to tender their RAVCT shares pursuant to the Tender Offer, and who will therefore receive UAVCT shares pursuant to the Scheme, will be entitled to any final dividend on the UAVCT shares they receive. This dividend is normally declared in December in each year and paid in the February which follows. For the year ended 30 September 2014 the final dividend paid by UAVCT was 6.00 pence per UAVCT share. However, there can be no certainty that a final dividend on UAVCT shares will be proposed in respect of the financial year ending 30 September 2015.

The Directors believe, subject to receiving HMRC confirmation on this point, that RAVCT shareholders receiving UAVCT shares through the Scheme should not lose any of the tax reliefs to which they are currently entitled, including any CGT deferral relief.

UAVCT has a strong record over the past few years and is rated by the AIC as one of the best performing AIM VCTs over one, three and five years in terms of both NAV and share price performance.

On 3 March 2015 the Board announced a proposal to wind up the Company through the mechanism of a members' voluntary liquidation. The principal reasons for that proposal were set out in that announcement, and in subsequent announcements. Following the announcement of the winding up proposal, the Board received approaches, a number of which the Board believes would result in better value for RAVCT shareholders generally as compared with both a winding up and any other proposals previously received by the Board. The Board considers the proposals from UAVCT to be the best of those which have been received and, accordingly, the UAVCT proposals will be unanimously recommended by the Board when the formal documents (which will convene general meetings of RAVCT shareholders to consider the proposals) are issued to shareholders in due course. The winding up proposal is therefore now withdrawn subject to the Tender Offer and the Scheme being implemented in due course.

As stated above, the Scheme will be implemented as a scheme of reconstruction under section 110 of the Insolvency Act, whereby the Company will be placed in members' voluntary liquidation and the assets and liabilities of the Company transferred to UAVCT. The Scheme should therefore be outside the provisions of the City Code on Takeovers and Mergers.

For further information please contact:

Barry Anysz (0113 245 4488)

Director

Rensburg Aim VCT plc

This information is provided by RNS

The company news service from the London Stock Exchange

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