Close Enterprise VCT PLC
23 November 2007
Close Enterprise VCT PLC
23 November 2007
Further Offer for Subscription for New Shares
Close Enterprise VCT PLC announces a further offer for subscription of up to 20
million New Shares. A prospectus in connection with the Further Offer has been
published today.
A circular has also been published seeking shareholder approval for Proposals to
raise up to a further £20 million, before expenses, by way of an offer for
subscription of up to 20 million New Shares. This will enable further growth and
diversification of the Company's investment portfolio, as well as creating
greater economies of scale due to the spreading of fixed overhead costs.
Both the Directors and the Manager now consider that an increase in the capital
base of the Company would offer existing Shareholders a number of advantages, as
follows:
(i) the fixed overhead costs of the Company will relate to a larger asset base
and the economies of scale which will result should increase both the Company's
profitability and the dividends payable to Shareholders. The target dividend per
Share is anticipated to increase to 3.5p per Share once the funds have been
fully invested. This should not, however, be regarded as a forecast of dividends
or profits;
(ii) the increase in size of the Company and the number of Shares in issue
should lead to greater liquidity in the market for its Shares; and
(iii) the Company will be able to make more VCT Qualifying Investments, and as a
result, there will be a wider spread of investments within the Company than
would otherwise be the case.
As the Company has only recently completed its first fundraising and is not yet
fully invested, it is not considered necessary to introduce a separate class of
shares for the purposes of the Further Offer.
Investment of the Further Offer proceeds
Shareholders should be aware that the Finance Act 2007 introduced changes to VCT
legislation for funds raised by VCTs after 5 April 2007. These include certain
provisions that are more restrictive than the previous rules, in particular that
new VCT funds may not invest in companies that have more than 50 full-time
employees.
The funds raised through the issue of the New Shares will be invested so as to
comply with these rules. Although the Ordinary Shares and the New Shares will
rank pari passu in all respects (other than in respect of the entitlement to the
first dividend in respect of the 2008/09 financial year expected to be paid in
August 2008) the cash available for investment resulting from the Further Offer
will be allocated to investments which qualify under the new VCT rules. The
Manager estimates that, of the investments it has made over the past three years
which qualified under the VCT rules in place under the previous legislation,
around 85 per cent. by value would have qualified under the new legislation.
It is the Company's policy, over the medium term, to create a strong and
predictable dividend stream, by supplementing dividends derived from investment
income with distributions from realised capital profits. This policy will be
applied to the New Shares.
Details of the Further Offer
The Further Offer will be available both to existing investors in the Company
and to new investors. New Shares will be issued at 100 pence per Share. However,
if the Net Asset Value per existing Ordinary Share is greater than 100 pence or
less than 90 pence when New Shares are allotted, the Further Offer Price per New
Share, may, with effect from the date on which an announcement on a Regulatory
Information Service is made, change to a pricing formula (the 'Pricing Formula
'), which is: the Net Asset Value of an Ordinary Share on the business day prior
to allotment divided by 0.945 (to allow for issue costs of 5.5 per cent.),
rounded up to the nearest half penny per New Share.
If the Pricing Formula applies, the number of New Shares allotted will be
determined by the amount subscribed divided by the Further Offer Price as
calculated using the Pricing Formula rounded down to the nearest New Share.
Subscription monies not used to acquire New Shares, as a result of the
application of the Pricing Formula, will not be refunded but retained for
investment for the benefit of all Shareholders.
In the event that the Pricing Formula has been utilised for allotment during the
Further Offer period and the Net Asset Value of an Ordinary Share subsequently
moves back into the 90 pence to 100 pence range on the business day prior to an
allotment then the Further Offer Price per New Share shall revert back to 100
pence per New Share.
Applications received on or before the date on which an announcement is made
that the Further Offer Price will move to a Net Asset Value basis will be
allotted at a Further Offer Price of 100 pence. Setting the Further Offer Price
in accordance with the Pricing Formula avoids any dilution in the Net Asset
Value attributable to each existing Ordinary Share when the New Shares are
issued.
Application will be made to the UK Listing Authority for the New Shares to be
admitted to the Official List and to the London Stock Exchange for admission to
trading on the London Stock Exchange's market for listed securities.
The New Shares issued pursuant to the Further Offer will rank pari passu in all
respects with the Ordinary Shares (other than in respect of the entitlement to
the first dividend in respect of the 2008/09 financial year).
The prospectus is available to download from http://www.closeventures.co.uk.
Copies of the Prospectus are available at:
Close Ventures Limited Close Investments Limited
10 Crown Place 10 Exchange Square
London EC2A 4FT Primrose Street
London EC2A 2BY
Expected Timetable:
Annual General Meeting 2.30 pm 19 December 2007
Extraordinary General Meeting Immediately following the AGM
Subscription for Further Offer opens 19 December 2007
Final closing for the Further Offer 12 noon, 4 April 2008
Commencement of dealings in the New 7 April 2008
Shares
Copies of the Circular and Prospectus have been submitted to the UK Listing
Authority and will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. no. 020 7066 1000
Enquiries:
Patrick Reeve
Managing Director
Close Ventures Limited
020 7422 7830
Katie Standley/Jane Lewis
Winterflood Investment Trusts
020 3100 0297/0295
Roddi Vaughan-Thomas
Peregrine Communications
020 7822 2303
Capitalised terms shall bear the meanings given to them in the Company's
Prospectus and Circular each dated 23 November 2007 unless the context otherwise
requires.
This information is provided by RNS
The company news service from the London Stock Exchange
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