Issue of a Supplementary Prospectus and Circular

RNS Number : 3320H

Amati VCT 2 plc

09 March 2018

 

9 March 2018

Amati VCT 2 plc

Legal Entity Identifier: 213800HAEDBBK9RWCD25

Amati VCT plc and Amati VCT 2 plc

Issue of a Supplementary Prospectus and Circular - Proposed Merger

Amati VCT plc and Amati VCT 2 plc (together, "the Companies") announce that they have today published a joint Supplementary Prospectus and joint Circular in relation to the proposed merger of the two Companies. The Supplementary Prospectus updates the earlier prospectus published on 27 October 2017 in confirming that the merger proposals are now being put to shareholders.

The Boards of the Companies believe that a merger is commercially in the best interests of both Companies and their respective shareholders. The proposed merger is subject to the prior approval of the shareholders of the two Companies. 

In order to put the merger proposals to shareholders, the Companies have in the Circular sent out notices to convene the following general meetings of shareholders:

(a)  a general meeting of Amati VCT plc to be held at the offices of Mattioli Woods plc, Third Floor, 87/89 Baker Street, London W1U 6RJ on 26^th April 2018 at 3:00 pm.

(b)  a general meeting of Amati VCT plc 2 to be held at the offices of Mattioli Woods plc, Third Floor, 87/89 Baker Street, London W1U 6RJ on 26^th April 2018 at 2:30 pm.

(c)  a second general meeting of Amati VCT plc to be held at the offices of Rooney Nimmo, 8 Walker Street, Edinburgh EH3 7LA on 4^th May 2018 at 11:00 am.

If the proposals to be put to shareholders at those meetings are passed then Amati VCT plc will go into voluntary winding up and all its business and assets will be transferred to Amati VCT 2 plc under section 110 of the Insolvency Act 1986 in return for the issue of new ordinary shares in Amati VCT 2 plc to Amati VCT plc shareholders. The two portfolios will be valued on the same basis in relation to the entitlements under the transfer. 

In addition, the joint Circular contains proposed resolutions to change the name of Amati VCT 2 plc to Amati AIM VCT plc and to transfer, subject to the approval of the High Court and any restrictions imposed by it, the entire amount standing to the credit of the share premium account of Amati VCT 2 plc following the merger and at the date of the Court order to a distributable reserve which is able to be used for any purposes for which distributable reserves are available including distributions to shareholders and share buy backs.  The Court may impose certain restrictions on the use of that reserve and it is subject in any case to the provisions of the 2014 Finance Act which limits the ability of VCTs to return to an investor share capital that does not represent profits made on investments. This restriction applies for a three year period beginning at the end of the accounting period in which the funds were raised.

Proposed Timetable

Latest time and date for receipt of YELLOW forms

of proxy for the General Meeting of Amati VCT 2 plc                                 2:30 pm on 24^th April 2018

Latest time and date for receipt of BLUE forms of

Proxy for the First General Meeting of Amati VCT plc                                3:00 pm on 24^th April 2018    

General Meeting of Amati VCT 2 plc                                                       2:30 pm on 26^th April 2018

First General Meeting of Amati VCT plc                                                 3:00 pm on 26^th April 2018

Time and date from which it is advised that dealings

in Ordinary Shares should only be for cash settlement

and immediate delivery of documents of title                                                   8:00 am on 1^st May 2018

Latest time and date for receipt of GREEN forms of

proxy for the Second General Meeting of Amati VCT plc                               11:00 am on 2^nd May 2018

Calculation Date                                                                                                5:00 pm on 3^rd May 2018

Record Date for Shareholders entitlements under the 

Scheme                                                                                                              6:00 pm on 3^rd May 2018

Dealings in Ordinary Shares of Amati VCT plc suspended                               7:30 am on 4^th May 2018

Second General Meeting of Amati VCT plc                                               11:00 am on 4^th May 2018                                 

Effective Date for implementation of the Scheme

and commencement of the liquidation of Amati VCT plc                                                       4^th May 2018

Admission to listing and dealings commence in the

New Shares issued pursuant to the Scheme                                                   8.00 a.m. on 8^th May 2018

New Shares issued in uncertificated form credited to

CREST accounts of Shareholders under the Scheme                                    8.00 a.m. on 8^th May 2018

Cancellation of listing of Ordinary Shares on the

premium segment of the Official List and trading on

the Main Market                                                                                                  8.00 a.m. on 8^th May 2018

Share and tax certificates in respect of New Shares

issued in certificated form pursuant to the Scheme

dispatched to Shareholders entitled thereto                                         week commencing 14^th May 2018

Applications will be made for the New Shares to be issues in connection with the Merger to be admitted to listing on the UKLA's official list and to trading on the main market of the London Stock Exchange, and expected to become effective on the dates set out above

The Boards of the Companies do not consider this announcement to contain market sensitive information. 

A downloadable version of the Supplementary Prospectus and the Circular will be available from www.amatiglobal.com.

Copies of the Supplementary Prospectus and the Circular are available, free of charge, from Amati Global Investors, 18 Charlotte Square, Edinburgh, EH2 4DF.

In accordance with the Listing Rules, the Supplementary Prospectus and the Circular have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Enquiries:

For further information, please contact:

Amati Global Investors

on [phone]

or email: [e-mail]

Amati VCT plc: 213800JHPMJWKLKEUU24
Amati VCT 2 plc: 213800HAEDBBK9RWCD25

 

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