Octopus Titan VCT 2 PLC : Merger Update: Comple...

27 November 2014

Octopus Titan VCT 1 plc ("Titan 1")
Octopus Titan VCT 2 plc ("Titan 2") 
Octopus Titan VCT 3 plc ("Titan 3") 
Octopus Titan VCT 4 plc ("Titan 4") 
Octopus Titan VCT 5 plc ("Titan 5") 
(together the "Companies" and Titan 1, Titan 3, Titan 4 and Titan 5 together "Titan 1, 3, 4 and 5")

Merger Update: Completion of Merger

This announcement is made by the Companies in connection with the merger of Titan 2 and Titan 1, 3, 4 and 5 (the "Merger"), details of which were contained in the prospectus and circulars issued by the
 Companies on 16 September 2014.

The boards of directors of the Companies are pleased to report that the resolutions proposed at the general meetings of Titan 1, 3, 4 and 5 held today (the "General Meetings") were duly passed and that all the conditions for the Merger becoming effective have been met and the Merger  completed on 27 November 2014. Post Merger, Titan 2, has a net asset value of £169.3m.  Further to the Merger becoming unconditional and the approval of the Titan 2 shareholders at the general meeting held on 16 October 2014, Titan 2 announces that it has changed its name to Octopus Titan VCT plc. It is expected that Titan 2 will begin trading under its new name from 8.00 am on 28 November 2014. Titan 2 will continue to use its present TIDMs (ticker symbols) on the main market of the London Stock Exchange.

In implementing the Merger, the assets and liabilities of Titan 1, 3, 4 and 5 have been transferred to Titan 2, in consideration for the issue of a total of 140,597,475 ordinary shares of 10p each in the capital of the Company to the former shareholders of Titan 1, 3, 4 and 5 ("Merger Shares") at a deemed issue price of 97.7p per Merger Share, that is 32,616,742, 36,557,870, 42,125,192 and 29,297,671 Merger Shares in consideration for the transfer of the assets and liabilities from Titan 1, Titan 3, Titan 4 and Titan 5 respectively.     

Following the issue of the Merger Shares, the total number of Titan 2's issued ordinary shares of 10p each is 173,208,332.

Following the implementation of the Merger, Titan 1, 3, 4 and 5 have been placed in members' voluntary liquidation.

Application has been made to the London Stock Exchange for the Merger Shares to be admitted to trading on its main market for listed securities and it is expected that the Merger Shares will be admitted to the Official List and that trading will become effective on 28 November 2014.

Titan 1, 3, 4 and 5 also announce that further to the resolutions passed at the General Meetings, the listing of their ordinary shares of 10p each on the Official List of the UK Listing Authority will be cancelled with effect from 8am on 28 November 2014.

As a result of the Merger becoming effective, Mark Faulkner has resigned as a director of Titan 2 and Mark Hawkesworth and Jane O'Riordan have been appointed as directors of Titan 2.
There are no disclosures to be made under Listing Rule 9.6.13R for Mark Hawkesworth or Jane O'Riordan.
The total holdings for the above Directors in Titan 2 are detailed below:

Mark Hawkesworth          42,859 Ordinary Shares (0.02% of the issued share capital)
Jane O'Riordan                  14,490 Ordinary Shares (0.01% of the issued share capital)

Copies of the resolutions passed at the General Meetings have been submitted to the National Storage Mechanism and will shortly be available for inspection at:

www.hemscott.com/nsm.do 

For further information please contact:

Patricia Standaloft
Company Secretary
0207 710 6471

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Octopus Titan VCT 2 PLC via Globenewswire

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