Circular Publication & Notice of General Meeting

RNS Number : 9222A

Amati AIM VCT PLC

07 February 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

Amati AIM VCT plc

7 February 2022

Amati AIM VCT plc (the "Company")

Legal Entity Identifier: 213800HAEDBBK9RWCD25

Publication of Circular and Notice of General Meeting

At the last Annual General Meeting ("AGM") of the Company, held on 9 June 2021, the Board was given authority by shareholders to issue or sell from treasury, on a non pre-emptive basis, 30 million Ordinary Shares in the 12 months leading up to the 2022 AGM. This equated to approximately 25 per cent. of the Company's then issued share capital. Since the AGM held in June 2021, the Company launched an offer for subscription (the "Offer") in order to raise funds to enable the Company to make further qualifying investments as and when suitable opportunities arose, in accordance with its published investment policy. Under the terms of the Offer, the Company sought to raise up to £40 million with an over-allotment facility to allow the Company to raise a further £25 million should there be sufficient investor demand for Ordinary Shares and suitable investment opportunities.

The Company experienced strong demand for its Ordinary Shares under the Offer. The Company announced on 4 August 2021 that £40 million had been raised under the Offer and, on 15 December 2021, the Board announced that it intended to utilise the over-allotment facility and to re-open the Offer in February 2022.

The number of Ordinary Shares issued under the Offer was higher than was anticipated at the time the 2021 Notice of AGM was published. This is as a result of the Company increasing the aggregate size of the Offer from £60 million to £65 million in anticipation of a strong pipeline of investment opportunities. In addition, as the issue price of the Ordinary Shares issued under the Offer is based on the Company's prevailing NAV per Ordinary Share, the fall in NAV per Ordinary Share since the 2021 AGM Notice was published means that a larger number of Ordinary Shares will require to be issued to satisfy subscriptions than was envisaged.

On the basis of the Company's NAV per Ordinary Share of 180.98 pence as at 3 February 2022 (the latest published NAV per Ordinary Share), the Board believes that it will not have sufficient authority to allot the requisite number of Ordinary Shares so as to utilise the £25 million available under the over-allotment facility in full, should it be fully taken up. This would therefore limit the amount of capital that the Company could raise under the Offer. For illustrative purposes only, the issue of the remaining 10,451,263 Ordinary Shares under the over-allotment facility would only allow approximately £19.1 million to be raised under the over-allotment facility (based on the NAV per Share as at 3 February 2022).

For this reason, the Board believes that it is in the best interests of the Company and its shareholders as a whole that it be granted additional authority so as to enable the Company utilise fully the overallotment facility.

In the light of the above, the Board has today published a circular (the "Circular") convening a general meeting (the "General Meeting") at which shareholders will be asked to consider and, if thought fit, approve the grant of additional authority, in addition to any existing authority, to allow the Board to issue on a non pre-emptive basis up to a further 10,000,000 Ordinary Shares (being approximately 7.3 per cent. of the Company's issued share capital as at 4 February 2022) up until the Company's 2022 AGM (the "Proposed Authorities").

By enabling the Company to utilise its over-allotment facility in full, the issue of new Ordinary Shares pursuant to the Proposed Authorities would enable the Company to deploy further capital into attractive investment opportunities. The Board believes the level of the Proposed Authorities will be sufficient to allow the over-allotment facility of £25 million to be utilised in full, notwithstanding current market volatility.

Whilst the Board has indicated the Offer will re-open in February 2022, it is not intended that the first allotment pursuant to the use of the over-allotment facility will occur until after the General Meeting has taken place.

For the avoidance of doubt, the Board intends, as is the usual practice, to seek further share issuance authority at the 2022 AGM.

The purpose of the Circular is therefore to convene a General Meeting at which the Proposed Authorities will be sought. The General Meeting will be held at 11.00 a.m. on 2 March 2022 at the offices of Amati Global Investors Limited, 8 Coates Crescent, Edinburgh, Scotland EH3 7AL.

Should shareholders not pass the resolutions at the General Meeting, the Company will only be authorised to issue up to 10,451,263 more Ordinary Shares under the Offer. As indicated above, this would equate to raising approximately £19.1 million under the over-allotment facility (based on the Company's NAV per Ordinary Share as at 3 February 2022). Therefore, if the requested authorities are not granted, investors wishing to subscribe for Ordinary Shares under the over-allotment facility may not be able to have their subscriptions satisfied in full. As further described in the Company's prospectus dated 28 July 2021, in the event that the Offer is over-subscribed, investor allocations may be scaled back and/or investor subscription monies returned without being processed.

A copy of the Circular has been submitted to the Financial Conduct Authority and will be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.amatiglobal.com/fund/amati-aim-vct/amati-aim-vct-offer .

For further information, please contact  the investor line at Amati Global Investors on 0131 503 9115 or by email at [e-mail] .

Notes

This Announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and is not a prospectus. This Announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in Amati AIM VCT plc (the "Company") in any jurisdiction, including in or into Australia, Canada, Japan, the Republic of South Africa, the United States or any member state of the EEA (other than any member state of the EEA where the Company's securities may be lawfully marketed). Investors should not subscribe for or purchase any ordinary shares referred to in this Announcement except on the basis of information in the prospectus (the "Prospectus") in its final form, published on 28 July 2021 by the Company in connection with the offer for subscription and the supplementary prospectus published on 18 January 2022 related thereto. Copies of the Prospectus and the supplementary prospectus are available for inspection, subject to certain access restrictions, from the Company's registered office, for viewing at the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism  and on the Company's website ( www.amatiglobal.com ). Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors are recommended to read the Prospectus and the supplementary prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Company's securities.

The content of the Company's web-pages and the content of any website or pages which may be accessed through hyperlinks on the Company's web-pages, other than the content of the document referred to above, is neither incorporated into nor forms part of the above announcement.

 

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