Update on Proposed Acquisition of Assets

RNS Number : 6056D

Unicorn AIM VCT PLC

27 October 2015

 



Unicorn AIM VCT plc ("the Company")

Update on Proposals with RAVCT

Further to the announcement made on 17 July 2015, the Board is pleased to announce that terms have now been agreed with Rensburg Aim VCT plc ("RAVCT") to merge RAVCT into the Company by way of a scheme of reconstruction. 

RAVCT will first undertake a tender offer to RAVCT shareholders of up to £5 million ("the RAVCT Tender Offer") and, if required to reduce RAVCT's net assets, the payment by RAVCT of a special dividend to the RAVCT shareholders ("RAVCT Special Dividend"). RAVCT will then be put into members' voluntary liquidation and the remaining assets and liabilities of RAVCT will be transferred to the Company in exchange for the issue of new shares in the capital of the Company ("New Shares") to those persons who remain RAVCT shareholders after the Tender Offer ("the Scheme").

The Scheme will be implemented on a relative net asset basis. Unicorn Asset Management Limited, the Company's investment manager, has agreed to meet all of the costs relating to the Scheme (other than RAVCT termination costs payable to RAVCT directors and advisers). RAVCT is a VCT with the majority of its qualifying investments in AiM companies, many of which the Company is already invested in. The Scheme will result in increasing the net assets of the Company to approximately £135 million (based on the aggregated unaudited net assets of the Company and RAVCT as at 30 September 2015 and assuming the RAVCT Tender Offer is taken up in full). The Company will also increase its holdings in those companies the Company already has investments in, as well as the acquisition of other qualifying investments. The Board is also pleased to advise that the requisite HMRC clearances have been received to proceed with the Scheme.

The approval of RAVCT shareholders is required in order to implement the proposals and RAVCT has today posted a circular to the RAVCT shareholders convening general meetings to seek such approvals ("the RAVCT Circular"). A copy of the RAVCT Circular will be shortly available for inspection from RAVCT's website at www.rensburgaimvct.co.uk and the national storage mechanism at www.morningstar.co.uk/uk/NSM.

Due the value of the net assets to be acquired from RAVCT (expected to be approximately £9.1 million if the RAVCT Tender Offer is fully subscribed and based on RAVCT's net assets as at 30 September 2015) and the current shareholder authorities in place for the Company, further authority from the Company's shareholders is not required to implement the Scheme. An acquisition on this basis is also expected to be outside the provisions of The City Code on Takeovers and Mergers. 

Application will be made for the admission of such new ordinary shares to the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange. It is expected that such admission will take place on 13 January 2016, being the day following the second general meeting of RAVCT Shareholders to give final approval to the proposals.

The expected timetable for implementation of the Scheme is as follows:

RAVCT first general meeting	27 November 2015
Scheme calculation date	11 January 2015
RAVCT second general meeting	12 January 2015
Effective date for the transfer of the assets and liabilities of RAVCT to the Company and the issue of New Shares pursuant to Scheme	12 January 2015
Announcement of the results of the Scheme	12 January 2015
Admission of the New Shares issued pursuant to the Scheme to become effective and dealings to commence	13 January 2015

For further information, please contact:

Unicorn Asset Management Limited

Chris Hutchinson

Telephone: [phone]

Email: [e-mail]

 

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