Oxford Tech 2 VCT Statement Re: Proposed New Class Of Shares

 
TIDMOXH 
 
 
   Oxford Technology 2 VCT Plc ("The Company" or "OT2") 
 
   Termination of discussions with Chelverton 
 
   On 22 October 2018 the Board of OT2 issued a circular to shareholders 
("Circular") announcing that, subject to their approval, it was intended 
to launch an offer for a new class of B shares and appoint Chelverton 
Asset Management Limited ("Chelverton") to manage this class of shares. 
The Circular gave detailed reasons for the offer and the jointly agreed 
changes that would be forthcoming. 
 
   At a General Meeting on 19 November 2018 shareholders overwhelmingly 
voted to approve all the resolutions that would give rise to these 
proposed changes.  The proposed offer was also subject to the issue of a 
prospectus and the proposed offer raising a minimum level of new 
subscriptions.  As of last week, the existing draft prospectus to 
implement the offer was in the process of being finalised by both 
Chelverton and OT2; HM Revenue & Customs had also given the Company 
conditional assurance that the B Shares would constitute eligible shares 
for the purposes of section 273 ITA and that the Company would maintain 
its approval as a VCT. 
 
   It was therefore with some surprise that your Board received 
notification from Chelverton on 11 January 2019 that they had 
unilaterally decided not to proceed with the offer. 
 
   The Board of OT2 therefore regrets to announce to shareholders that 
discussions with Chelverton regarding their planned appointment as 
investment manager of OT2 and the launch of an offer for subscription 
for new B shares have been formally terminated.  The proposed offer for 
subscription for a new class of B shares will therefore not proceed at 
this time. 
 
   Your Board had taken care to ensure that any Circular and prospectus 
costs were borne by Chelverton alone.  There are no termination costs. 
The Company has incurred some minor costs in taking advice on, 
negotiating and preparing for the proposed transaction.  These costs 
amount to around GBP15,000 (less than 0.3p per share). These costs 
include an aggregate amount of GBP10,000 to be paid to two of its 
directors for work substantially above that envisaged under their 
existing letters of appointment. Richard Roth, Chairman of the Company 
is to receive a sum of GBP8,000 and Alex Starling GBP2,000. The final 
board decision on the payment excluded those directors benefitting from 
the payment. The payment to Richard Roth constitutes a smaller related 
party transaction under Listing Rule 11.1.10R. 
 
   As previously explained in the Circular, your Board remains convinced 
that expanding the asset base of the Company by raising funds with a new 
manager remains an attractive course of action for OT2's shareholders, 
and therefore will continue to pursue other such opportunities to 
achieve this goal. 
 
   We will make further announcements as and when appropriate, although 
there is no certainty that such an opportunity will be found. 
 
   Enquiries: 
 
   Lucius Cary, Oxford Technology Management 
 
   01865 784466 
 
 
 
 

(END) Dow Jones Newswires

January 14, 2019 02:00 ET (07:00 GMT)

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