![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Core Vct V | LSE:CR5 | London | Ordinary Share | GB00B1GJY496 | 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 |
TIDMCR5 CORE VCT PLC CORE VCT IV PLC CORE VCT V PLC 14 JUNE 2011 RECOMMENDED PROPOSALS (the "Proposals") RELATING TO THE: * RAISING OF GBP46.8M OF CAPITAL; * CASH DISTRIBUTION TO SHAREHOLDERS; * THE TRANSFER OF CERTAIN ASSSETS OF THE VCTs TO CORE CAPITAL I LP; * THE CANCELLATION OF CORE VCT'S SHARE PREMIUM ACCOUNT; AND * NOTICE OF GENERAL MEETINGS OF VCTs INTRODUCTION Each of Core VCT, Core VCT IV and Core VCT V (the "VCTs") has completed their investment programme in line with their respective investment policies. The Boards of the VCTs are, therefore, planning the routes to maximise returns for Shareholders as they seek to realise the value in the portfolio over the next few years and distribute the proceeds to Shareholders. The VCTs are now fully invested in 13 companies with a current combined cost of GBP45.1m and an audited NAV and gross asset value (as at 31 December 2010) of GBP58.5m and GBP59.0m respectively. Of these, six of the largest companies, Kelway Holdings Limited, Ark Home Healthcare Limited, Brasserie Bar Co. plc, Colway Limited, Better at Homes Limited and SPL Services Limited (the "Portfolio Companies") have grown into significant businesses of scale, or where the opportunity for further growth is greater than the Manager originally expected. However, the execution of their business plans will require access to further capital of a quantum which cannot be provided within the constraints of a venture capital trust structure. Accordingly, the Boards of the VCTs, in consultation with the Core Capital LLP, the investment manager (the "Manager"), have deliberated on and identified an alternative strategy for raising fresh capital. Outside investors (the "New Investors") have been identified who have agreed to invest in a new fund, Core Capital 1 LP, which will provide this expansion capital for the Portfolio Companies. The GBP46.8 million of additional capital from the New Investors will be used to: * support the development of the Portfolio Companies * support the acquisition of further shares in the Portfolio Companies to increase participation in the value growth that is expected to be created from the new investment * provide early liquidity for Shareholders by way of an enhanced interim dividend of 10p per Ordinary Share * provide additional cash headroom in order to be able to invest further in the remaining companies in the VCTs' portfolio should that be desired The VCTs will obtain an interest in Core Capital I LP, as part consideration for the transfer to it of their interests in the Portfolio Companies (the balance of consideration being cash). In addition, the VCTs will retain their existing interest in the remaining investee companies, Pureleaf Limited, Adapt Group Limited, Allied International Holdings Limited, Cording Land LLP, Augentius Fund Administration LLP and Camwatch Limited (the "Residual Portfolio"), which will not be transferred to Core Capital I LP and which will continue to be managed and owned as hitherto. Following the completion of the Proposals, the VCTs will continue to be managed in accordance with the original objectives set out at the time each of the VCTs was launched. In particular, with the foreseeable funding requirements of the Portfolio Companies having been met as a result of the Proposals, the Manager intends to seek realisations across the portfolio with the aim of realising a majority of the value within a 3-4 year timeframe. As far as possible, it is intended that the proceeds of such realisations are returned to Shareholders by way of distributions. Offer terms The New Investors have offered to provide the sum of GBP46.8m to be used for the following purposes: 1. Growth capital for the Portfolio Companies GBP27.3m 2. Capital to acquire additional shares in the Portfolio Companies GBP7.4m 3. Capital to enable cash distributions to be made GBP 6.5m 4. Capital for the cost of the transaction and future operating costs GBP3.9m 5. Capital available for investment in the Residual Portfolio GBP1.7m Total GBP46.8m To achieve the objectives of the recommended option: a. Wholly owned subsidiaries of the VCTs (the "Subsidiaries"), will contribute a nominal sum to Core Capital I LP, that will be managed by the Manager, in return for a nominal interest in Core Capital I LP b. the VCTs will transfer their interests in the Portfolio Companies to Core Capital I LP, in consideration for (i) the Subsidiaries, at the direction of the VCTs, receiving an additional interest in Core Capital I LP and (ii) the VCTs receiving from the New Investors, in aggregate, a cash sum of GBP8.2m which cash sum the VCTs will use to make cash distributions of 10p per Ordinary Share, for working capital and/or the Residual Portfolio c. In addition to the payment of the cash sum of GBP8.2m referred to above, the New Investors will commit GBP38.6m to Core Capital I LP d. the VCTs will make the cash distribution to Shareholders. As derived from the audited accounts as at 31 December 2010 and adjusted for further investment in the Portfolio Companies since the year end, the aggregate value of the VCTs interests in the Portfolio Companies amounts to GBP37.6m. Core Capital I LP's assets will on implementation of the Proposals, comprise these interests in the Portfolio Companies together with commitments from the New Investors under the terms of the limited partnership agreement. On the basis that the value of the Portfolio Companies remains unchanged for accounting purposes, the aggregate committed capital of Core Capital I LP will be GBP76.2m, and the value of the VCTs' interest in Core Capital I LP will total GBP22.5m. This value when added to the GBP8.2m realised in cash, implies that Core Capital I LP has invested in the Portfolio Companies at an effective discount of 17.90% for Core VCT, and 19.55% for Core VCT IV and Core VCT V. Based on the net asset values as at 31 December 2010, this is equivalent to a reduction in the VCTs' net asset values of 12.84% for Core VCT, 9.68% for Core VCT IV and 9.24% for Core VCT V. The discounts compare favourably with the share price discount to NAV as at 6 June 2011 for each of the VCTs being 53.37% for Core VCT, 51.99% for Core VCT IV and 41.72% for Core VCT V. The Boards have considered the NAV discounted price at which it is proposed that Core Capital I LP will acquire the interests in the Portfolio Companies, which is largely due to the illiquid nature of the VCTs' investments in the Portfolio Companies and the general lack of available cash for growing businesses in the current economic climate, and believe that it is still in the best interest of Shareholders to proceed with the Proposals. Effect of the Proposals The Proposals will impact on the VCTs' assets, earnings and liabilities as follows: the Proposals will result in the VCTs' beneficial holdings in the Portfolio Companies being transferred to Core Capital I LP at a discount to their audited valuations, with the VCTs receiving cash and, through the Subsidiaries, a minority interest in Core Capital I LP. The assets of the VCTs will be reduced by these discounts. The net assets will also be reduced by the proposed dividends of 10p per Ordinary Share amounting to GBP6.5m in aggregate. It is not expected that the Proposals will materially impact on earnings and liabilities of the VCTs. Following the completion of the Proposals, each of the VCTs' interests in Core Capital I LP will represent 65.22% of Core VCT's portfolio, 36.30% of Core VCT IV's portfolio and 36.30% of Core VCT V's portfolio. The VCTs' interests in the Residual Portfolio will continue to be managed and owned as hitherto. The cash distribution to be made to Shareholders under the Proposals will be subject, in the case of Core VCT, to the cancellation by Core VCT of its share premium account which will create distributable reserves allowing the cash distribution to be made to Core VCT Shareholders and, in the case of all of the VCTs, confirmation from HMRC that the cash distributions will not result in any tax liability for individual Shareholders who acquired their shares in the VCTs within the annual GBP200,000 limit and are at least 18 years of age. Terms for the Manager and Related Party Issues Under the Proposals, the Manager will continue to receive no annual management fees directly from the VCTs and the existing profit share and B share arrangements are unchanged. Management of Core Capital I LP will be undertaken by the Manager, under the terms of an investment management agreement which will provide for its general partner LP to receive GBP750,000 per annum until the fourth anniversary of the completion of the Transfers, payable out of the assets of Core Capital I LP. The Manager will also be entitled to receive carried interest payments from the investment vehicle of the New Investors which will have no effect on the distributions or profit participation entitlement of the VCTs through their holdings in Core Capital I LP. As the Proposals involve the transfer by the VCTs of their interests in the Portfolio Companies to a newly formed fund which will be managed by the Manager (the "Transfers") , the VCTs' fund manager, and also involve an investment by associates of Core Capital I LP, the entry into the Transfers and the investment by the associates of the Manager into Core Capital I LP will constitute a related party transaction for the purpose of the Listing Rules, and will, therefore, require to be approved by Shareholders. Shareholder consent is also required because the Transfers constitute Class 1 transactions under the Listing Rules. Conditionality of Proposals The Proposals are subject to (i) the entering by the related parties into the partnership agreement relating to Core Capital I LP (ii) the passing of resolution 1 at the General Meetings (iii) the receipt of third party consents as may be required to effect the Transfers (iv) the Manager requesting the funding that the New Investors will have committed to Core Capital I LP under the Proposals (v) the New Investors fulfilling this funding commitments and (vi) the completion of the Transfers. The cash distribution to Core VCT Shareholders will also be conditional on the passing of resolution 2 that will be proposed at the Core VCT General Meeting. It is anticipated that these conditions will be satisfied shortly after the passing of the resolutions at the VCTs' General Meetings. Expected Timetable for Core VCT plc +------------------------------------------------------+-----------------------+ |Last time and date for receipt of Forms of Proxy for|10.00 am on 5 July 2011| |General Meeting | | +------------------------------------------------------+-----------------------+ |General Meeting |10.00 am on 7 July 2011| +------------------------------------------------------+-----------------------+ |Effective Date for transfer of the Portfolio | 7 July 2011| |Companies to Core Capital I LP | | +------------------------------------------------------+-----------------------+ |Cancellation of the VCT's Share Premium Account | Early August 2011| +------------------------------------------------------+-----------------------+ |Ex-Dividend Date* | August 2011| +------------------------------------------------------+-----------------------+ |Record Date for Dividend* | August 2011| +------------------------------------------------------+-----------------------+ |Dividend Payment Date* | August 2011| +------------------------------------------------------+-----------------------+ * subject to court approval of the cancellation of the share premium account Expected Timetable for Core VCT IV plc +--------------------------------------+---------------------------------------+ |Last time and date for receipt of| 10.30 am on 5 July 2011| |Forms of Proxy for General Meeting | | +--------------------------------------+---------------------------------------+ |General Meeting | 10.30 am on 7 July 2011 (or as soon as| | | practicable thereafter as the General| | | Meeting of Core VCT has concluded or| | | been adjourned)| +--------------------------------------+---------------------------------------+ |Effective Date for transfer of the| 7 July 2011| |Portfolio | | |Companies to Core Capital I LP | | +--------------------------------------+---------------------------------------+ |Ex-Dividend Date | August 2011| +--------------------------------------+---------------------------------------+ |Record Date for Dividend | August 2011| +--------------------------------------+---------------------------------------+ |Dividend Payment Date | August 2011| +--------------------------------------+---------------------------------------+ Expected Timetable for Core VCT V plc +--------------------------------------+---------------------------------------+ |Last time and date for receipt of| 11.00 am on 5 July 2011| |Forms of Proxy for General Meeting | | +--------------------------------------+---------------------------------------+ |General Meeting | 11.00 am on 7 July 2011 (or as soon as| | | practicable thereafter as the General| | |Meeting of Core VCT IV has concluded or| | | been adjourned)| +--------------------------------------+---------------------------------------+ |Effective Date for transfer of the| 7 July 2011| |Portfolio | | |Companies to Core Capital I LP | | +--------------------------------------+---------------------------------------+ |Ex-Dividend Date | August 2011| +--------------------------------------+---------------------------------------+ |Record Date for Dividend | August 2011| +--------------------------------------+---------------------------------------+ |Dividend Payment Date | August 2011| +--------------------------------------+---------------------------------------+ A copy of the circular to Shareholders relating to the Proposals has been submitted to the National Storage Mechanism and is available to the public for viewing online at the following website address: http://www.hemscott.com/nsm.do For enquiries: Walid Fakhry 020 3179 0915 Stephen Edwards 0203 179 0919 Rhonda Nicoll 020 3179 0930 This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Core VCT V plc via Thomson Reuters ONE [HUG#1523007]
1 Year Core Vct V Chart |
1 Month Core Vct V Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions