FORESIGHT 4 VCT PLC ("Company")
DECLARATION OF A DIVIDEND TO C SHAREHOLDERS, TOP UP OFFER & CONVERSION OF C SHARES INTO ORDINARY SHARES
The board of the Company is delighted to be declaring a special dividend of 25.0p per C ordinary share of 1p each ("C Share") following the recent performance of the C Share portfolio and, more specifically, the sale of Defaqto Group Limited on 30 March 2015 for £9.5 million, as announced on 31 March 2015.
As at 31 March 2015, the unaudited NAV per C Share was 110.8p and unaudited NAV per ordinary share of 1p each ("Ordinary Share") was 83.9p based on the unaudited management accounts as at that date. Audited NAVs for both the Ordinary Shares and C Shares will be announced in July in the annual report and accounts which may, but are not expected to be, materially different from those noted above.
Holders of C Shares ("C Shareholders") receiving the dividend will also be given the opportunity to reinvest their dividend proceeds for new Ordinary Shares by way of a top up offer (subject to the maximum available for subscription under the top up offer). The top up offer Ordinary Shares will be issued post the conversion of the C Shares into Ordinary Shares referred to below.
Additionally, in accordance with the conversion mechanism set out in the articles of association of the Company, C Shares will be converted into Ordinary Shares ten business days after the publication of the Company's final results for the year ended 31 March 2015. The Company expects to publish these results on or around 27 July 2015.
Conversion will be on a relative net asset value basis using the audited NAVs per Ordinary Share and C Share as at 31 March 2015, adjusted for any material movements from that date to conversion. The C Share conversion NAV will, therefore, be adjusted to take into account the dividend of 25.0p to be paid to C Shareholders on 6 August 2015. Assuming there are no other adjustments to the 31 March 2015 unaudited NAVs of 83.9p per Ordinary Share and 110.8p per C Share, at the time of conversion the Ordinary Share conversion NAV will be 83.9p and the C Share conversion NAV will be 85.8p (i.e. the unaudited 31 March 2015 NAV per C Share less the 25.0p per C Share dividend).
On 3 July 2015, the Company will be posting to C Shareholders only a letter giving full details of the C Share dividend and associated top up offer, as well as details relating to the conversion. In addition the Company will also be posting to C Shareholders (other than C Shareholders in certain restricted territories) an offer document detailing the terms of the top up offer.
The expected timetable of events is as follows:
Declaration of the C Share dividend | 2 July 2015 |
Posting of the letter to C Shareholders along with Top Up Offer document | 3 July 2015 |
Ex-dividend date for C Shares | 9 July 2015 |
Record date for the C Share dividend | 10 July 2015 |
Announcement of results for the year ended 31 March 2015 | 27 July 2015 |
Last date for applications for new Ordinary Shares in connection with reinvestment of the C Share dividend | 29 July 2015 |
Payment date for the C Share dividend | 6 August 2015 |
C Share register closes before Conversion | 7 August 2015 |
C Shares suspended - 7.30 a.m. | 10 August 2015 |
Conversion of C Shares into Ordinary Shares | 10 August 2015 |
Admission of redesignated Ordinary Shares and new Ordinary Shares issued in connection with conversion | 11 August 2015 |
Allotment of new Ordinary Shares issued in connection with the reinvestment of the C Share dividend | 11 August 2015 |
Admission of new Ordinary Shares issued in connection with the reinvestment of the C Share dividend | 12 August 2015 |
Certificates despatched for redesignated and new Ordinary Shares | By 24 August 2015 |
For further information, please contact:
Gary Fraser
Foresight Group LLP
Telephone: 020 3667 8100