Downing Abs Inc 2 Downing Absolute Income Vct 2 Plc : Merger Update

 
TIDMDA2O 
 
   Downing Distribution VCT 1 plc (to be renamed Downing ONE VCT plc) 
 
   Downing Absolute Income VCT 1 plc 
 
   Downing Absolute Income VCT 2 plc 
 
   Downing Income VCT plc 
 
   Downing Income VCT 3 plc 
 
   Downing Income VCT 4 plc 
 
   (together "the Companies") 
 
   Merger Update - Joint Announcement 
 
   12 November 2013 
 
   This announcement is made by the Companies in connection with merger of 
Downing Distribution VCT 1 plc ("DD1") with Downing Absolute Income VCT 
1 plc ("DAI1"), Downing Absolute Income VCT 2 plc ("DAI2"), Downing 
Income VCT plc ("DIV"), Downing Income VCT 3 plc ("DIV3") and Downing 
Income VCT 4 plc ("DIV4") by way of schemes of reconstruction under 
section 110 of the Insolvency Act 1986 ("the Schemes"), details of which 
were contained in a prospectus and in circulars to the shareholders of 
the Companies, each dated 7 October 2013. 
 
   The boards of directors of DD1, DAI1, DAI2, DIV, DIV3 and DIV4 are 
pleased to advise that the resolutions proposed at the general meetings 
of DAI1, DAI2, DIV, DIV3 and DIV4 held today were duly passed. 
 
   Immediately following the general meetings, as set out in the Prospectus, 
Christopher Powell, Roger Jeynes and Michael Cunningham resigned as 
directors of DD1. Chris Kay, Barry Dean, Helen Sinclair and Andrew 
Griffiths were appointed as non-executive directors of DD1, with Chris 
Kay being appointed as Chairman. 
 
   In implementing the Schemes, the assets and liabilities of DAI1, DAI2, 
DIV, DIV3 and DIV4 have been transferred to DD1, in consideration for 
the issue of ordinary shares of 1 penny each in the capital of the DD1 
("Consideration Shares" and, together with existing ordinary shares in 
DD1, "Old DD1 Shares"). Immediately following the issue of the 
Consideration Shares, the Old DD1 Shares underwent a share consolidation 
to produce new ordinary shares of 1 penny each ("New DD1 Shares") such 
that their unaudited net asset value per share, had this been calculated 
as at 8 November 2013, would have been 100.0p (the "Consolidation"). 
 
   The issue of the Consideration Shares and the Consolidation are 
summarised as follows: 
 
 
 
 
                                                                                 Number 
                                                      Number of                   of New 
            Merger                                     shares in                   DD1 
             Value                                    issue after                 Shares 
            / Roll-                                  consolidation               for each 
             Over    Consideration   Consolidation     ("New DD1     Deferred    original 
             Value    Shares issued      ratio         Shares")       Shares      share 
DD1            71.3                          0.713      13,969,445   5,623,045      0.713 
DIV            35.3      13,595,818          0.713       9,693,818   3,902,000      0.353 
DIV3 
 Ordinary 
 Shares        91.6      15,910,325          0.713      11,344,062   4,566,263      0.916 
DIV3 E 
 Shares        87.0       7,030,187          0.713       5,012,523   2,017,664      0.870 
DIV4           38.7      11,023,583          0.713       7,859,815   3,163,768      0.387 
DAI1 
 Ordinary 
 Shares        84.2       9,411,883          0.713       6,710,673   2,701,210      0.842 
DAI1 C 
 Shares        70.5       8,865,950          0.713       6,321,422   2,544,528      0.705 
DAI2 
 Ordinary 
 Shares        68.8      19,148,939          0.713      13,653,193   5,495,746      0.688 
DAI2 A 
 Shares         0.1          41,860          0.713          29,847      12,013      0.001 
Total                    85,028,545                     74,594,798  30,026,237 
 
 
 
   Application will shortly be made for all the New DD1 Shares issued to be 
admitted to the Official List and to trading on the main market of the 
London Stock Exchange. It is expected that admission will become 
effective and that trading will commence on 15 November 2013. 
 
   The Company's planned change of name to "Downing ONE VCT plc" is 
expected to take place on Wednesday 13 November 2013. 
 
   For further enquiries please contact: 
 
   Grant Whitehouse 
 
   Company Secretary 
 
   Downing Distribution VCT 1 plc 
 
   Tel: [phone] 
 
   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: Downing Absolute Income VCT 2 Plc via Thomson Reuters ONE 
 
   HUG#1742607