Top-Up Offer for Subscription and Enhanced Buyback
Unicorn AIM VCT plc ("the Company")
Announcement of Top Up Offer for Subscription and Enhanced Buyback Facility
The Directors of the Company are pleased to announce the launch of a top up
offer of new ordinary shares of 1p each ("New Shares") to raise up to £4.125
million (the sterling equivalent of just under €5 million) ("Top Up Offer").
The New Shares are being offered at the net asset value per ordinary share last
published before allotment divided by 0.945 (to allow for issue costs of 5.5
per cent.) rounded up to the nearest 0.01p per share ("Top Up Offer Price").
The Top Up Offer is open to both new applicants and existing shareholders, and
will close at 12.00pm on 5 April 2012 (unless fully subscribed or closed by an
earlier date).
In addition, the Top Up Offer will be used to facilitate an enhanced buyback
facility ("Enhanced Buyback Facility") pursuant to which existing shareholders
in the Company may offer some or all of their existing shares for purchase by
the Company at a price equivalent to a 1% discount to the then most recently
published net asset value per share. Such shares will then be cancelled, with
the proceeds of such purchase being applied immediately in subscribing for New
Shares at the Top Up Offer Price pursuant to the Top Up Offer. The Enhanced
Buyback Facility is, therefore, only available to existing Shareholders who
reinvest all proceeds of their share sale in New Shares under the Top Up Offer.
There will be no maximum limit on the number shares that an individual may
apply to sell under the Enhanced Buyback Facility, although it should be noted
that the Top Up Offer will be capped at £4.125 million and a maximum of
5,849,000 New Shares (this being no more than 10 per cent. of the issued share
capital of the Company). The Enhanced Buyback Facility will close at 12.00pm on
22 March 2012 (or such earlier date as the Directors of the Company may in
their absolute discretion determine).
The Enhanced Buyback Facility will, therefore, provide an opportunity for
shareholders who have held their shares for the requisite holding period to
take advantage of the income tax relief available to qualifying investors on
the subscription of New Shares under the Top Up Offer.
The proceeds of the buyback of shares in the Company arising pursuant to the
Enhanced Buyback Facility will not be paid to shareholders and will only be
used to apply for New Shares under the Top Up Offer. No further buybacks under
the Enhanced Buyback Facility will be made once the Top Up Offer is fully
subscribed or closed. Shareholders should note that there is no guarantee that
applications pursuant to the Enhanced Buyback Facility will be accepted.
Where New Shares are being subscribed under the Top Up Offer using the net
proceeds from the Enhanced Buyback Facility, existing shareholders will be paid
rebate commission of 3.5 per cent. on the amount reinvested in New Shares, such
commission to be applied in subscribing for additional New Shares at the same
Top Up Offer Price as the New Shares issued pursuant to the original
application (no part of such commission will be paid in cash). In addition, the
minimum investment requirement of £2,000 and minimum multiples of £500
thereafter under the Top Up Offer will not apply to applications made under the
Enhanced Buyback Facility.
Completed application forms under both the Top Up Offer and the Enhanced
Buyback Facility may be submitted at any time and will be processed, however,
applications will not be accepted and New Shares will not be allotted until the
requisite resolutions to be proposed at the Annual General Meeting of the
Company to be held on 2 February 2012 are passed. Applications to participate
in both the Top Up Offer and Enhanced Buyback Facility will be treated on a
strictly `first come, first served' basis.
Details of the Top Up Offer are set out in a Top Up Offer document which can be
downloaded from the following website: www.unicornam.com. The Top Up Offer
document will shortly also be available for inspection at the National Storage
Mechanism, which is located at http://www.hemscott.com/nsm.do.
Documentation, including details of how to participate in the Enhanced Buyback
Facility and the implications of doing so, has been sent to shareholders and is
also available on Unicorn Asset Management Limited's website.
Any enquiries in respect of the Top Up Offer and/or Enhanced Buyback Facility
should be directed to:
Unicorn Asset Management Limited
Telephone: 020 7253 0889
E-mail: info@unicornam.com
Please note that no investment or tax advice can be given. Shareholders are
further advised to consult their independent financial adviser.
Matrix-Securities Limited
Secretary
13 January 2012
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