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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Core Vct Iv | LSE:CR4 | London | Ordinary Share | GB00B1GJY272 | ORD 0.01P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 45.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCR4 CORE VCT PLC CORE VCT IV PLC CORE VCT V PLC 10 MARCH 2015 RECOMMENDED PROPOSALS RELATING TO THE WINDING-UP OF EACH OF THE COMPANIES AND UNAUDITED NET ASSET VALUES AS AT 31 DECEMBER 2014 The Proposals Each of Core VCT plc ("Core VCT"), Core VCT IV plc ("Core VCT IV") and Core VCT V plc ("Core VCT V") (each a "Company" and together the "Companies") intend to put to shareholders a proposal for the solvent winding-up of each Company in order to facilitate the return of capital whilst ensuring the preservation of its VCT taxation status. Details of the proposals (and further background to the realisation programme in relation to the Companies' investments) are contained in a joint circular issued by the Companies dated 10 March 2015 (the "Circular"). The Circular explains the proposals for the winding-up of each Company, the actions which are required for their implementation and convenes a shareholders' meeting of each Company to approve the winding-up. The relevant Resolutions, as set out in the relevant notice of general meeting (contained in the Circular), will be put to the general meeting convened for Core VCT at 10.00 am on 16 April 2015, for Core VCT IV at 10.15 am on 16 April 2015 and for Core VCT V at 10.30 am on 16 April 2015. Each Company was founded on the basis that capital would be returned to shareholders. The directors of each Company have concluded that they are in a position to recommend to shareholders a voluntary winding-up of their respective Company. If the Proposals are approved, this should result in the following: - the payment of the following initial distributions to ordinary shareholders (representing a return of capital on their shares), currently expected to be paid on or around 15 May 2015: Distribution to Ordinary Shareholders (pence) Core VCT 35 Core VCT IV 25 Core VCT V 25 - the assurance of the maintenance of VCT status of each Company in accordance with VCT Rules so that the payment of any return of capital resulting from the liquidation during the three year period following the passing of the relevant resolutions will (subject to conditions) continue to be tax free in the hands of shareholders;- the cancellation of the listings of the shares of the Companies on the Official List, whereupon the shares will cease to trade on the London Stock Exchange; - the appointment of Mark Fry and Neil Mather of Begbies Traynor (Central) LLP as joint liquidators by each of the Companies, who will assume all decision taking responsibilities for each Company (subject to the continuing role of the Manager (Core Capital Partners LLP) for investments and realisation proposals); and- reduced annual running costs for each Company for the duration of their winding-up. Unaudited Net Asset Value as at 31 December 2014 The Companies today also announce their unaudited NAVs for their ordinary shares as at 31 December 2014. Core VCT Core VCT IV Core VCT V (pence) (pence) (pence) Unaudited NAV as at 31 December 2014 82.38 57.43 60.57 As at 31 December 2014, for the holders of B Shares to receive any distributions on their B Shares the shareholders in Core VCT holding ordinary shares must receive 86.57p per ordinary share. Currently, total cumulative distributions are approximately 55.42p per ordinary share short of the required threshold. Hence, no value other than the capital contributed of 0.01 pence per share has been attributed to the B Shares. Therefore, a NAV of 0.01p per share has been attributed to the B Shares of Core VCT. The table below reconciles the above NAVs to the unaudited NAVs reported by the Companies in their respective interim management statements for the quarter to 30 September 2014. Core VCT Core VCT IV Core VCT V (pence) (pence) (pence) Unaudited NAV as at 30 September 2014* 85.02 63.51 66.65 Valuation Movements: Increase in Core Capital I LP ("Core LP") 0.31 0.16 0.16 Decrease in Allied International Holdings Limited (1.40) (3.51) (3.46) Increase in Camwatch Limited - 4.59 4.53 Decrease in Cording Real Estate Group Limited (1.27) - - Dividends Dividends paid (revenue) - (5.0) (5.0) Expenses Net operating costs (0.27) (0.83) (0.83) Corporation tax - (1.49) (1.48) Unaudited NAV as at 31 December 2014* 82.39 57.43 60.57 * The NAV per ordinary share for Core VCT includes 0.01p per share attributed to the B Shares. Shareholders should note that the NAV information presented in the table above has not been audited and the final realisation of the remaining investments may be different from the values taken into account in the above tables. A provision has been included within the operating costs stated for each Company above for initial fees and expenses incurred in relation to the liquidation proposals (being GBP33,717 for Core VCT and GBP29,217 for each of Core VCT IV and Core VCT V). The unaudited NAVs to 31 December 2014 have been prepared in accordance with International Financial Reporting Standards and have been prepared on a break up basis. The unquoted investments have been valued by the directors in accordance with International Private Equity Valuation Guidelines. The investment portfolio and cash balances held by each of the Companies as at 31 December 2014 (unaudited) is summarised below: Core VCT Core VCT IV Core VCT V (GBP) (GBP) (GBP) Allied International Holdings Limited 2,346,465 417,880 417,880 Cording Real Estate Group Limited (held through CP Newco I and 2 Limited) 852,000 10,000 10,000 Core LP (investments) 13,958,929 1,844,702 1,844,702 Core LP (cash) 16,824,082 2,226,608 2,226,608 Momentous Moving Holdings Limited 1,564,504 744,002 990,280 Net current assets (cash and creditors) 130,965 1,008,438 1,188,802 Net asset value 35,676,945 6,251,630 6,678,272 Valuation Movements Core Capital I LP ("Core LP") (held by all the Companies through BVI companies) The table above highlights the movement in NAVs as a result of movements in the interests of the Companies in Core LP. During the quarter a further GBP1.362m was invested by Core LP in Ark Home Healthcare Holdings Limited to fund working capital commitments. A further GBP30,000 was drawn down by Core LP from the other institutional investors to fund operating expenses. As at 31 December 2014, a total of GBP195,000 remained to be called. These funds have been retained to pay the running costs of Core LP. Allied International Holdings Limited (held by all the Companies) The movement in valuation is explained within the section headed "Post Balance Sheet Event" below. Camwatch Limited (held by Core VCT IV and Core VCT V) As announced on 17 November 2014, the mezzanine investment in Camwatch Limited held by both Core VCT IV and Core VCT V was realised during November 2014 for a cash consideration of GBP1.5m per Company. Including the yield received over the life of the investment this has provided an attractive 2.4x return on the investment cost and an IRR of 19.8% per annum. The sale of Camwatch Limited returned no equity value. The proceeds were from both the loan notes and redemption premium. Following this realisation, a 5p revenue dividend was paid to shareholders in both Core VCT IV and Core VCT V on 22 December 2014. Cording Real Estate Group Limited (held by all the Companies) Cordingland LLP was restructured during October 2014, resulting in the business then being held in a new holding company, Cording Real Estate Group Limited, a restructuring which was undertaken to attract further senior talent into the business to drive further and faster growth and removing the preferred capital element of the structure. The business is trading slightly behind its plan and the valuation as at 31 December 2014 has been adjusted to reflect this softening of trade. In order to accelerate growth the business is pursuing both organic growth and a merger strategy. Post Balance Sheet Event Allied International Holdings Limited ("Allied") Following a review of the Allied business model in the middle of January 2015, the Manager made the decision to exit the European operations and focus on the growing US business. The effect of this exit was considered in the valuation of Allied as at 31 December 2014 and a provision was taken against it resulting in a lower valuation. The exit and winding up process of the European operations requires the parent company to underwrite the deposits of clients. Core VCT, along with a third party investor, agreed to provide Allied with up to GBP1m of additional funding to support this exit process. The investment of GBP1m was made by way of senior secured loan notes ('SLN'), of which GBP500,000 was invested by Core VCT and the balance by the third party. Allied has now issued in total GBP2.65m of SLNs of which GBP2.15m are held by Core VCT. The SLNs, which were issued in different tranches, carry a minimum coupon of 20% and provide the holders of these notes, acting by a majority of the holders of those notes, with the right to exercise their security in the event of a default by Allied. These SLNs rank ahead of all unsecured loan notes and equity investments in Allied. The European exit process has triggered a default under the terms of the SLNs giving Core VCT the right to enforce its security and require immediate repayment of its loan notes. This default is continuing. Core VCT has not waived its rights but has confirmed that it has no current intention of enforcing its security. Neither Core VCT IV nor Core VCT V hold any of the SLNs and have not invested any further monies in Allied since October 2011. The investments made by Core VCT IV and Core VCT V in Allied carry a higher risk as the valuations are leveraged by the SLNs, which currently represent 62% of the overall valuation of Allied which will mean that both increases and decreases in the value of Allied will be magnified by this gearing and the minimum coupon. In addition, as Allied is in breach of the terms of the SLNs, the holders of the SLNs could demand immediate repayment and exercise their security in order to recover the amounts due to them. In these circumstances the amount which might be returned to Core VCT IV and Core VCT V could be significantly below the valuation of their investment in Allied as at 31 December 2014 and could result in there being no value in the investments made by Core VCT IV and Core VCT V. If this were the case the NAV as at 31 December 2014 would reduce by up to 3.8p per Share for each of Core VCT IV and Core VCT V. In the event of an orderly sale of Allied, the proceeds will initially be used to repay the SLNs, including accrued but unpaid interest, before any payment is made to the holders of the unsecured loan notes and ordinary shareholders. Expected Timetable for the Proposals Notice of General Meeting of Core VCT 10 March 2015 Deadline for receipt of Proxy Forms for the Core VCT 10.00 am on 14 April General Meeting 2015 Suspension of the listing of the shares of Core VCT 7.30 am on 16 April on the Official List 2015 General Meeting of Core VCT 10.00 am on 16 April 2015 Expected date of cancellation of the listing of the 8.00 am on 17 April shares of Core VCT on the Official List 2015 Expected date of payment of the initial distribution 15 May 2015 to Shareholders of Core VCT following the announcement of the winding up Notice of General Meeting of Core VCT IV 10 March 2015 Deadline for receipt of Proxy Forms for the Core VCT 10.15 am on 14 IV General Meeting April 2015 Suspension of the listing of the shares of Core VCT 7.30 am on 16 IV on the Official List April 2015 General Meeting of Core VCT IV 10.15 am on 16 April 2015 Expected date of cancellation of the listing of the 8.00 am on 17 shares of Core VCT IV on the Official List April 2015 Expected date of payment of the initial distribution 15 May 2015 to Shareholders of Core VCT IV following the announcement of the winding up Notice of General Meeting of Core VCT V 10 March 2015 Deadline for receipt of Proxy Forms for the Core VCT 10.30 am on 14 V General Meeting April 2015 Suspension of the listing of the shares of Core VCT 7.30 am on 16 V on the Official List April 2015 General Meeting of Core VCT V 10.30 am on 16 April 2015 Expected date of cancellation of the listing of the 8.00 am on 17 shares of Core VCT V on the Official List April 2015 Expected date of payment of the initial distribution 15 May 2015 to Shareholders of Core VCT V following the announcement of the winding up A copy of the Circular has been submitted to the National Storage Mechanism and is available to the public viewing online at the following website address; http://www.hemscott.com/nsm.do For enquiries: Walid Fakhry 020 3179 0915 Stephen Edwards 020 3179 0919 Rhonda Nicoll 020 3179 0930 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: Core VCT IV plc via Globenewswire HUG#1900902 http://www.core-cap.com/
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