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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
TP12(I) | LSE:TP12 | London | Ordinary Share | GB00B4XCZ273 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMTP12
RNS Number : 8451O
TP12 (I) VCT PLC
16 October 2012
Recommendation of a Proposal to merge TP70 2008(I) VCT plc, TP70 2008(II) VCT plc and TP12(I) VCT plc, of an Offer for subscription for new shares by TP70 2008(I) VCT plc and that it changes its name to TP Income VCT plc.
Recommendation of a proposal to merge TP70 2008(I) VCT plc, TP70 2008(II) VCT plc and TP12(I) VCT plc by way of a scheme of reconstruction of TP70 2008(II) VCT plc and TP12(I) VCT plc pursuant to Section 110 of the Insolvency Act 1986 (the "Scheme").
Summary
The Boards of each of TP70 2008(I) VCT plc, TP70 2008(II) VCT plc (together the "TP70 2008 Companies") and TP12(I) VCT plc ("TP12") have issued circulars dated 15 October 2012 recommending to their respective shareholders a proposal that the TP70 2008 Companies and TP12 merge on the terms of the Scheme.
The creation of a single, larger VCT (the "Enlarged Company") is expected to bring significant advantages to all shareholders, including:
-- a reduction in the annual running costs of the Enlarged Company when compared to the combined running costs of each separate company; and
-- potentially increased dividends in the future due to the increased size and reduced running costs of the Enlarged Company.
Background to the Scheme
The TP70 2008 Companies were launched as part of a joint offering. At the time there were significant structural advantages to a joint offer in terms of the amounts that the TP70 2008 Companies could invest in aggregate in a venture capital trust ("VCT") qualifying investment.
Specifically, the TP70 2008 Companies were then able to invest, in aggregate, up to GBP2 million per investee company in any tax year. This meant that Triple Point Investment Management LLP, the investment manager of the TP70 2008 Companies, needed to identify fewer qualifying investment opportunities in order to fully invest the funds raised and had greater flexibility in structuring investments. Now that the TP70 2008 Companies are fully invested in VCT qualifying investments, the structural advantages of the TP70 2008 Companies maintaining their independence no longer apply.
By including TP12's fund of net assets in the Scheme, the asset base of the Enlarged Company would be increased, contributing to overall cost savings and therefore the expectation of higher future dividends. The position of existing TP12 shareholders will be protected as they will have their own fund of net assets, those of the A Ordinary Share Fund, within the Enlarged Company.
How the Scheme works
The Scheme will involve the shareholders of TP70 2008(II) VCT plc and TP12 (together the "Targets") resolving to place the Targets into members' voluntary liquidation. The Targets, whilst in liquidation, will transfer all of their assets and liabilities to TP70 2008(I) VCT plc in exchange, in the case of TP70 2008(II) VCT plc, for new Ordinary Shares, which will be issued to former TP70 2008(II) VCT plc shareholders and, in the case of TP12, for new A Ordinary Shares, which will be issued to former TP12 shareholders. The number of new Ordinary Shares to be issued to the former TP70 2008(II) VCT plc shareholders and new A Ordinary Shares to be issued to the former TP12 shareholders will be determined on the basis of the relative net asset values of the shares in the TP70 2008 Companies and TP12, adjusted in accordance with the Scheme. As such, the Scheme is not intended to be dilutive but should be of benefit to the shareholders in each of the companies, as it should facilitate the payment of increased dividends in the future due to the increased size and reduced running costs of the Enlarged Company. After the Scheme has been completed, the listings of the shares of the Targets will be cancelled and the Targets will subsequently be wound up.
Offer for Subscription for new shares by TP70 2008(I) VCT plc
The Prospectus dated 15 October 2012 issued by TP70 2008(I) VCT plc details the offer of up to 20,000,0000 new B Ordinary Shares at GBP1 per share ("Offer Shares"), subject to bonuses for applications submitted before 19 December 2012 and between 19 December 2012 and 14 February 2013 ( the "Offer"). If the Offer is over-subscribed, the Offer may be increased at the discretion of the directors of TP70 2008(I) VCT plc by up to a further 5,000,000 Offer Shares. Funds raised under the Offer will enhance the Enlarged Company's economies of scale and operational efficiencies for all shareholders. Potentially it will provide liquidity for Ordinary Class Shareholders who wish to effect an exit after the fifth anniversary of the TP70 2008 Companies, 30 April 2013.
Proposed Change of Name
Subject to shareholder approval, TP70 2008(I) VCT plc will change its name to TP Income VCT plc.
EXPECTED TIMETABLE IN RESPECT OF THE OFFER
Offer Opens 15 October 2012 Deadline for receipt of applications for final allotment in 2012/13 tax year 12 noon on 5 April 2013 Deadline for receipt of applications for final allotment in 2013/14 tax year 12 noon on 30 April 2013 First allotment date on or before 5 April 2013 Admission and dealings expected to commence within 5 business days of any allotment The deadline for receipt of applications is subject to the Offer not being fully subscribed by an earlier date. The final closing date of the Offer, and the deadline for receipt of applications for the final allotment in the 2013/14 tax year, may be extended by the directors of TP70 2008(I) VCT plc at their absolute discretion. The directors of TP70 2008(I) VCT plc reserve the right to allot and issue Offer Shares at any time whilst the Offer remains open. Definitive share and tax certificates will be despatched and CREST accounts credited as soon as practicable following allotment of Offer Shares. The Offer is not underwritten.
EXPECTED TIMETABLE IN RESPECT OF THE SCHEME
TP70 2008(I)
Latest time for receipt of forms of proxy for the General Meeting 10.00 am on 9 November 2012 General Meeting 10.00 am on 13 November 2012 Calculation Date after 5.00 pm on 20 November 2012 Effective Date for the transfer of the assets and liabilities of TP70 2008(II) and TP12 to the Company and the issue of New Shares to Target Shareholders 21 November 2012 Announcement of the results of the Scheme 21 November 2012 Admission of and dealings in the New Shares to commence 22 November 2012 Certificates for the New Shares despatched to Target Shareholders on or before 13 December 2012
TP70 2008(II)
Date from which it is advised that dealings in TP70 2008(II) Shares should only be for cash settlement and immediate delivery of documents of title 9 November 2012 Latest time for receipt of forms of proxy for the TP70 2008(II) First General Meeting 10.30 am on 9 November 2012 TP70 2008(II) First General Meeting 10.30 am on 13 November 2012 (or as soon as practicable thereafter as the General Meeting has concluded or adjourned) Latest time for receipt of forms of proxy for the TP70 2008(II) Second General Meeting 10.00 am on 19 November 2012 Record Date for TP70 2008(II) Shareholders' entitlements under the Sc 20 November 2012 TP70 2008(II) register of members closed 5.00 pm on 20 November 2012 Calculation Date after 5.00 pm on 20 November 2012 Dealings in TP70 2008(II) Shares suspended 8.00 am on 21 November 2012 TP70 2008(II) Second General Meeting 10.00 am on 21 November 2012 Effective Date for the transfer of the assets and liabilities of TP70 2008(II) to the Company and the issue of TP70 2008(II) Consideration Shares 21 November 2012 Announcement of the results of the Scheme 21 November 2012 Cancellation of the TP70 2008(II) Shares' listing 8.00 am on 22 November 2012
TP12
Date from which it is advised that dealings in TP12 Shares should only be for cash settlement and immediate delivery of documents of title 9 November 2012 Latest time for receipt of forms of proxy for the TP12 First General Meeting 11.00 am on 9 November 2012 TP12 First General Meeting 11.00 am on 13 November 2012 (or as soon as practicable thereafter as the TP70 2008(II) First General Meeting has concluded or adjourned) Latest time for receipt of forms of proxy for the TP12 Second General Meeting 10.30 am on 19 November 2012 Record Date for TP12 Shareholders' entitlements under the Scheme 20 November 2012 TP12 register of members closed 5.00 pm on 20 November 2012 Calculation Date after 5.00 pm on 20 November 2012 Dealings in TP12 Shares suspended 8.00 am on 21 November 2012 TP12 Second General Meeting 10.30 am on 21 November 2012 (or as soon as practicable thereafter as the TP70 2008(II) Second General Meeting has concluded or adjourned) Effective Date for the transfer of the assets and liabilities of TP12 to the Company and the issue of TP12 Consideration Shares 21 November 2012 Announcement of the results of the Scheme 21 November 2012 Cancellation of the TP12 Shares' listing 22 November 2012
OFFER STATISTICS
Offer Price per Offer Share 100p Issue costs per Offer Share 5.5% for applications advised before 31 December 2012 and 2.5% thereafter Expected Maximum Net Proceeds of the Offer* GBP18,857,000 Maximum number of Offer Shares in issue following the Offer* 20,000,000 Bonus Shares 3% for completed applications submitted by 19 December 2012. 1.5% for completed applications submitted between 19 December 2012 and 14 February 2013. Commission available to authorised introducers: 3 per cent. of the amount invested by their client payable on investment plus 0.5 per cent. of the NAV of the B Ordinary Share Fund paid annually for five years in arrears for valid applications advised on or accepted on or before 31 December 2012. Commission will be payable after 31 December 2012 only where authorised introducers have given the relevant advice before 31 December 2012.
* assuming a full subscription of 20,000,000 Offer Shares and that GBP1,000,000 of the subscription monies are received by 19 December 2012 and GBP1,000,000 of the subscription monies are received between 19 December 2012 and 14 February 2013 and that the full subscription is advised on by financial advisers before 31 December 2012.
Copies of the circulars and Prospectus will shortly be available for download at the National Storage Mechanism (www.hemscott.com/nsm.do).
For more information contact: Claire Ainsworth or Chris Tottle at Triple Point Investment Management LLP
+44 (0)20 7201 8990
This information is provided by RNS
The company news service from the London Stock Exchange
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