Statement re Merger Update, Result of General M...

28 October 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")

Merger Update, Result of General Meetings and Dividend Declarations

At the general meetings of Titan 1, Titan 3, Titan 4 and Titan 5 (the "Companies") held today (the "General Meetings"), resolutions numbered 2 to 4 set out in the notices of general meeting dated 16 September 2014 (the "Notices"), which included resolutions relating to a proposed offer for subscription by the Companies and Titan 2 (the "Offer"), were duly passed. The Offer is now unconditional for all the Companies and Titan 2.

Further to previous announcements, the boards of the Companies and Titan 2 are pleased to confirm that they anticipate that all of the conditions relating to the proposed merger of the Companies and Titan 2 (the "Merger"), including shareholder and HMRC approvals, will be satisfied by the end of November 2014, in order that the Merger can proceed in accordance with the revised timetable set out below. The General Meetings were adjourned (the Adjournments") in respect of resolution number 1 ("Resolution 1"), which relates to the liquidation of the Companies prior to the Merger, to 27 November 2014 at 10.00 am, 10.15 am,  10.30 am and 10.45 am for Titan 1, Titan 3, Titan 4 and Titan 5 respectively (the "Adjourned Meetings"). Shareholders of the Companies will be sent a formal notice of their Adjourned Meeting shortly. Proxy forms that have already been cast in respect of Resolution 1 will be valid in respect of the Adjourned Meetings.    

In view of the Adjournments and to reflect the confidence of the Titan 4 and Titan 5 boards that the Merger will proceed in accordance with the timetable below, the special dividends of 15p and 10p per share that were to have been paid to the Titan 4 and Titan 5 shareholders respectively on 28 November 2014, conditional upon the Merger having taken place (as announced on 16 September 2014 at 18.39 hrs), will now be paid unconditionally on 21 November 2014 to those Titan 4 and Titan 5 shareholders on their respective registers of members on 7 November 2014.

The Companies and Titan 2 are also pleased to announce that an interim dividend of 2.5p, 2.5p, 2.5p, 2.p and 2p per share in respect of the period from 1 May 2014 to 31 October 2014 will be paid on 21 November 2014 to the Titan 1, Titan 2, Titan 3, Titan 4 and Titan 5 shareholders respectively who are on their registers of members on 7 November 2014. Following the Merger, Titan 2 does not propose to pay a final dividend, in addition to the above interim dividend, in respect of the financial year ending 31 October 2014.

In light of the Adjournments, the amended timetables in respect of the Merger and the Offer are as follows:

Merger

Titan 2

Scheme Calculation Date	after 5.00 pm on 26 November 2014
Scheme Effective Date for the transfer of the assets and liabilities of Titan 1, 3, 4 and 5 to Titan 2 and the issue of Scheme Shares	27 November 2014
Announcement of the results of the Scheme	27 November 2014
Admission of, and dealings in, Scheme Shares issued to commence	28 November 2014
CREST accounts credited (if applicable)	28 November 2014
Certificates for Scheme Shares dispatched to Titan 1, 3, 4 and 5 Shareholders	Week commencing 15 December 2014

Titan 1, Titan 3, Titan 4 and Titan 5

Latest time for receipt of forms of proxy for the Adjourned Meetings*	10 am on  25 November 2014
Titan 1, 3, 4 and 5 register of members closed	26 November 2014
Final expected date of trading of the Titan 1, 3, 4 and 5 Shares	26 November 2014
Scheme Record Date for Titan 1, 3, 4 and 5 Shareholders' entitlements under the Scheme	5.00 pm on 26 November 2014
Scheme Calculation Date	after 5.00 pm on 26 November 2014
Dealings in Titan 1, 3, 4 and 5 Shares suspended	7.30 am on 27 November 2014
Titan 1 Adjourned Meeting   Titan 3 Adjourned Meeting   Titan 4 Adjourned Meeting   Titan 5 Adjourned  Meeting	10.00 am on 27 November 2014 10.15 am on 27 November 2014 10.30 am on 27 November 2014 10.45 am on 27 November 2014
Scheme Effective Date for the transfer of the assets and liabilities of Titan 1, 3, 4 and 5 to Titan 2 and the issue of Scheme Shares**	27 November 2014
Announcement of the results of the Scheme	27 November 2014
Cancellation of the Titan 1, 3, 4 and 5 Shares' listing	8.00 am on 28 November 2014

* Proxy Forms that have already been cast will be valid at the Adjourned Meetings

Offer

Deadline for receipt of applications for final allotment in 2014/15 tax year	12 noon on 1 April 2015
Deadline for receipt of applications for final allotment in 2015/16 tax year	12 noon on 1 September 2015
First allotments under the Offer	28 November 2014
Closing date of the Offer	1 September 2015

 

• The Offer will close earlier if fully subscribed. The Boards reserve the right to close the Offer earlier and to accept Applications and issue Offer Shares at any time following the receipt of valid applications.
   
• The results of the Offer will be announced to the London Stock Exchange through a Regulatory Information Service provider authorised by the Financial Conduct Authority.
   
• Dealing is expected to commence in Offer Shares within ten business days of allotments and share and tax certificates are expected to be dispatched within 14 business days of allotments.
   
• The dates set out in the expected timetable above may be adjusted by the Companies, in which event details of the new dates will be notified through a Regulatory Information Service.

For further information please contact:

Patricia Standaloft
Company Secretary
0207 710 6471

---

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

HUG#1866532