Proven Health VCT

Further re proposed merger

Further re proposed merger

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR south africa OR any jurisdiction in which the same could be unlawful. the information contained herein does not constitute an offer of securities for sale in any jurisdiction, including in the united states, CANADA, australia, japan OR south africa. 

PROVEN HEALTH VCT PLC

10 February 2012

PARTICIPATION IN THE RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND WINDING UP OF LONGBOW GROWTH AND INCOME VCT PLC, an ENHANCED SHARE BUYBACK, an OFFER FOR SUBSCRIPTION, A CHANGE OF INVESTMENT POLICY AND CANCELLATION OF the SHARE PREMIUM ACCOUNT

Introduction

Further to the announcement by ProVen Health VCT plc (the "Company") on 22 December 2011, the Company and Longbow Growth and Income VCT plc ("LGIV") have now agreed the terms of the merger pursuant to which the Company proposes to acquire LGIV's net assets in consideration for the issue of New Ordinary Shares.  

In conjunction with the proposed merger with LGIV, the Board wishes to take the opportunity to put forward proposals for an issue of New Ordinary Shares pursuant to an Offer for Subscription, a proposed Enhanced Share Buyback, a change of the Company's investment policy and proposals for the cancellation of the Company's share premium account.  The Company is also pleased to announce that the temporary suspension on dividend payments and share buybacks has been lifted and that it has declared an interim dividend in respect of the year ended 31 January 2012 (further details of which are set out below).

The Proposals are subject to satisfaction of a number of conditions including the approval of Shareholders at a General Meeting to be held at 10.00 a.m. on 12 March 2012.  The Company has today published a Circular and Prospectus in respect of the Proposals.  

The LGIV Scheme

Background to and reasons for the LGIV Scheme

In July 2011, LGIV completed an offer for subscription raising gross proceeds of approximately £1.1 million and its shares were admitted to listing on the Official List with a Premium Listing and trading on the Main Market of the London Stock Exchange.  Subsequently, LGIV's investment manager, Longbow Capital, announced a reorganisation of its staff and informed the LGIV Board that it did not propose to assist in relation to a further fundraising round on behalf of LGIV.   The LGIV Board has carefully considered the future of LGIV and does not believe that it makes economic sense to operate a listed VCT with assets under management of approximately £1 million.  The LGIV Board carried out a review of its management arrangements and has reached agreement with the Company in respect of a recommended merger of the assets of LGIV and the Company pursuant to the LGIV Scheme.  The LGIV Scheme will allow LGIV Shareholders to continue their investment in a VCT with a significant focus on the health sector (and retain the upfront VCT income tax relief they obtained on subscription for their LGIV Shares).

The LGIV Scheme

Under the LGIV Scheme, LGIV will be wound up voluntarily pursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986.  The LGIV Scheme provides for the net assets of LGIV to be transferred to the Company in consideration for the issue of New Ordinary Shares of an equivalent value to LGIV Shareholders.  The LGIV Scheme is subject to, amongst other conditions, its approval by LGIV Shareholders and the approval by the Shareholders of the Company.

Benefits of the LGIV Scheme to the Company

The Board believes that the LGIV Scheme provides an excellent opportunity to increase the size of the Company in a cost effective manner.  The main benefits of the LGIV Scheme for Shareholders are as follows:

New Ordinary Shares to be issued to LGIV Shareholders

If the LGIV Scheme is implemented, the Company will acquire all of LGIV's assets (save to the extent required by the LGIV Liquidator to satisfy the liabilities of LGIV).  The consideration for such acquisition shall be the issue of New Ordinary Shares to LGIV Shareholders.  The assets to be transferred to the Company comprise an investment in Polytherics Limited (in which the Company also already holds an investment) and approximately £0.85 million of cash.  These assets therefore comply with the Company's existing investment policy (and its proposed new investment policy).

The number of New Ordinary Shares to be issued to LGIV Shareholders under the LGIV Scheme will be based on the adjusted Net Asset Value of an Ordinary Share (the "FAV per Ordinary Share") and the adjusted Net Asset Value of a LGIV Share (the "FAV per LGIV Share"). The FAV per Ordinary Share and the FAV per LGIV Share will be calculated as at 5.00 p.m. on 13 March 2012 using each company's respective accounting policies (which are substantially similar). LGIV's only investment in a portfolio company is in Polytherics Limited (in which the Company also holds an investment).  The Company's investments which are listed, quoted or traded on a recognised stock exchange will be valued by reference to the bid price on the principal stock exchange where the relevant investment is listed, quoted or dealt.  Unquoted investments held by the Company will be valued at their fair value as at the Calculation Date as determined by the Directors  (with the Company's investment in Polytherics Limited valued on the same basis as LGIV's investment in that company).

The FAV per Ordinary Share will be the net asset value of an Ordinary Share adjusted by making a deduction in respect of the Interim Dividend (which LGIV Shareholders will not receive in respect of their New Ordinary Shares) and any costs and expenses of the LGIV Scheme, the Enhanced Share Buyback and the Offer to be met by the Company (save to the extent to be paid or met by Beringea, Longbow Capital or any other person  (as described in the section entitled "Costs and expenses of the Proposals" below)).  The FAV per LGIV Share will be calculated in accordance with the LGIV Scheme and will be the net asset value of a LGIV Share after an adjustment in respect of any costs and expenses of the LGIV Scheme to be met by LGIV (save to the extent to be paid or reimbursed by Beringea or Longbow Capital).

LGIV Shareholders will be issued such number of New Ordinary Shares in the Company with a FAV per Ordinary Share equal to 100 per cent. of the FAV per LGIV Share of their LGIV Shares.

The New Ordinary Shares issued pursuant to the LGIV Scheme will rank equally in all respects with the existing issued Ordinary Shares (save that the New Ordinary Shares will not qualify for the Interim Dividend in respect of the year ended 31 January 2012 to be paid by the Company on 9 March 2012) and holders of the New Ordinary Shares will not be entitled to participate in the Enhanced Share Buyback.

The Offer for Subscription

Background

The Company is also proposing to raise gross proceeds of up to £1 million pursuant to an Offer for Subscription of up to 2,205,000 New Ordinary Shares.  This will provide existing Shareholders with the opportunity to add to their current shareholdings while benefiting from the tax reliefs available on an issue of new VCT shares for either the tax year 2011/12 or the tax year 2012/13, or both.  New investors will also be able to participate in the Offer for Subscription and gain exposure to the Company's portfolio of investee companies.  The net proceeds of the Offer for Subscription will be invested in accordance with the Company's existing investment policy (or its proposed new investment policy if approved at the General Meeting).

Reasons for the Offer for Subscription

The Board believes that there are currently a significant number of attractive investment opportunities available to the Company.  The funds raised pursuant to the Offer for Subscription would also allow the Company to enhance its portfolio diversification.  The publication by the Company of the Prospectus in connection with the LGIV Scheme and the Enhanced Share Buyback gives the Company the opportunity to issue New Ordinary Shares pursuant to the Offer for Subscription in a cost effective manner.

Terms of the Offer for Subscription

Up to 2,205,000 New Ordinary Shares (or such lower number of New Ordinary Shares as would raise gross proceeds of £1 million) are being offered pursuant to the Offer: investors are invited to subscribe an amount in pounds sterling, rather than apply for a particular number of New Ordinary Shares.  The minimum subscription amount is £5,000 (which may be spread across two tax years).  There is no maximum investment per applicant.  However, potential investors should be aware that the maximum investment in VCTs on which tax relief is currently available is £200,000 in respect of each of the 2011/12 and 2012/13 tax years.  A husband and wife can each invest up to £200,000 in any one tax year with each enjoying the tax reliefs.

The Offer will open on 10 February 2012 and close at 12 noon on (i) 5 April 2012 in respect of applications for the tax year 2011/12 and (ii) 13 April 2012 in respect of applications for the tax year 2012/13.

The New Ordinary Shares will be issued at the Offer Price.  The Offer Price shall be the most recently published NAV per Ordinary Share divided by 0.945 (to take account of the 5.5 per cent commission payable by the Company to Beringea on the allotment of the New Ordinary Shares pursuant to the Offer), rounded up to the nearest £0.001 per share.  

Although no pro rata offer is being made to existing Shareholders, the Offer is to be made available to all potential investors, including existing Shareholders.

The entitlements of applicants for New Ordinary Shares under the Offer may require to be scaled back to the extent that they would result in the issue of more than 2,205,000 New Ordinary Shares (or such lower number of New Ordinary Shares as would raise gross proceeds of £1 million) under the Offer.

The New Ordinary Shares will rank equally in all respects with the existing issued Ordinary Shares (save that the New Ordinary Shares will not qualify for the Interim Dividend in respect of the year ended 31 January 2012, which will be paid by the Company on 9 March 2012 or be entitled to participate in the Enhanced Share Buyback).

Enhanced Share Buyback

The Board is proposing that the Company gives Shareholders the opportunity to participate in an enhanced share buyback. Under the terms of the Enhanced Share Buyback, Qualifying Shareholders may apply to sell Ordinary Shares back to the Company with the sale proceeds used to subscribe for New Ordinary Shares.  Qualifying Shareholders do not have the option to sell Existing Ordinary Shares back to the Company without reinvesting the sale proceeds in New Ordinary Shares.  This Enhanced Share Buyback provides a Qualifying Shareholder with the opportunity to subscribe for New Ordinary Shares, effectively retaining almost all of his or her investment in the Company, while obtaining new VCT income tax relief of up to 30 per cent. of the amount subscribed. Applications can be made under the Enhanced Share Buyback for New Ordinary Shares to be issued in the 2011/12 tax year and/or the 2012/13 tax year.  HMRC has confirmed that, in accordance with the current VCT Rules and their interpretation, subject to the personal circumstances of Shareholders, VCT income tax relief would be available on the total amount subscribed for New Ordinary Shares.

All Qualifying Shareholders may participate in the Enhanced Share Buyback but Qualifying Shareholders should consult their professional tax adviser as to whether it is appropriate for them to do so. In particular, please note that investors who dispose of their Existing Ordinary Shares within five years of the date of investment are likely to be subject to clawback by HMRC of any income tax relief originally obtained on subscription for their Existing Ordinary Shares if they participate in the Enhanced Share Buyback in respect of such shares. Likewise, Qualifying Shareholders who participate in the Enhanced Share Buyback who dispose of their New Ordinary Shares within five years of the date of subscription are likely to be subject to clawback by HMRC of any income tax relief obtained on subscription for their New Ordinary Shares.

Under the Enhanced Share Buyback, the Company will purchase Existing Ordinary Shares at the Tender Price with the sale proceeds used to subscribe for New Ordinary Shares at the ESBB Issue Price.  The difference between the Tender Price and the ESBB Issue Price will contribute towards the costs of the Enhanced Share Buyback. The Tender Price will be an amount equal to 100 per cent. of the NAV per Ordinary Share before taking into account the costs and expenses of the Proposals (rounded down to the nearest £0.001 per share). New Ordinary Shares will be issued to participants in the Enhanced Share Buyback at the ESBB Issue Price of the NAV per Ordinary Share divided by 0.955 (to make a contribution towards the costs of the Enhanced Share Buyback of 4.5 per cent.) rounded up to the nearest £0.001 per share.

The Company requires distributable reserves and cash resources to buy back Ordinary Shares pursuant to the Enhanced Share Buyback. Applications in respect of a maximum of 4,795,000 Existing Ordinary Shares in aggregate (representing approximately 25 per cent. of the issued share capital of the Company) will be accepted under the Enhanced Share Buyback (with scaling back of applications in excess of this number of Existing Ordinary Shares). Ordinary Shares bought back by the Company pursuant to the Enhanced Share Buyback will be cancelled.

Change of the investment policy of the Company

The Company's current investment policy is to create a balanced portfolio of growth companies in the health sector.  The Board believes that the performance of the Company could be improved if its investment policy gave it more flexibility to invest in a more diversified portfolio of growth companies in a number of sectors (rather than restrict investments to companies in the health sector).  The investment performance of the other VCTs managed by Beringea (whose investment policies give them the flexibility to invest in a number of sectors (and do not restrict investment to the health sector)) over the past 10 years has generally been better than the Company's performance over the same period.  The Company proposes to amend its investment policy to allow investments to be made in a diversified portfolio of growth companies across a broad range of industries.  Given the largely unquoted nature of the investment portfolio, the current 100 per cent. exposure to the health sector and the continued sourcing of health investments it is expected that the Company will continue to be predominantly exposed to the health sector for the foreseeable future.

Cancellation of the share premium account

In conjunction with the proposed issue of New Ordinary Shares pursuant to the LGIV Scheme, the Enhanced Share Buyback and the Offer for Subscription, the Company is proposing, subject to Shareholder approval and Court Approval, to cancel its share premium account and transfer this amount to reserves, thereby creating a special reserve which shall be able to be applied in any manner in which the Company's profits available for distribution are able to be applied (as determined in accordance with the Companies Act 2006 and The Companies (Reduction of Share Capital) Order 2008), including the buy back by the Company of Ordinary Shares.

Costs and expenses of the Proposals

Costs and expenses of participation in the LGIV Scheme

The aggregate costs and expenses to be incurred by the Company and LGIV in connection with the LGIV Scheme are expected to be approximately £100,000 (including VAT and stamp duty).  The Company has agreed to meet £75,000 (including VAT and stamp duty) of those costs and expenses with all this amount to be reimbursed to the Company by Beringea by means of a partial management fee waiver over two years commencing on the Effective Date (with £9,375 of the management fees otherwise payable to Beringea waived each quarter until the £75,000 of costs and expenses paid by the Company have been recovered in full).  Longbow Capital has agreed to meet the balance of the costs and expenses payable by the Company and LGIV in connection with the LGIV Scheme.  

If the LGIV Scheme does not become effective, the Company will bear abort costs and expenses estimated at approximately £45,000 (including irrecoverable VAT).  Beringea has agreed to reimburse these costs by means of a partial management fee waiver.

Costs and expenses of the Offer for Subscription

The Company intends to carry out an Offer for Subscription to raise gross proceeds of up to £1 million.  The Company has agreed to pay Beringea a fee of 5.5 per cent. of the gross funds raised under the Offer for Subscription on allotment of the New Ordinary Shares pursuant to the Offer for Subscription plus an annual commission of 0.2 per cent of the gross proceeds of the Offer for Subscription for a period of five years.  Out of these fees, Beringea will be responsible for paying all of the costs of the Offer for Subscription, including professional fees, marketing expenses and commission to authorised financial advisors (including any trail commissions). If the Offer for Subscription does not become effective, Beringea will bear any abort costs and expenses.

Costs and expenses of the Enhanced Share Buyback

The Company has also put forward proposals for an enhanced share buyback whereby existing Shareholders will be provided with the opportunity to sell back their Existing Ordinary Shares and subscribe for New Ordinary Shares (whilst obtaining new income tax relief of up to 30 per cent. of the amount re-subscribed).  The costs and expenses of the Enhanced Share Buyback will vary depending on the number of valid applications made.  It is estimated that the Company's costs and expenses in connection with the Enhanced Share Buyback will be a maximum of £80,000 (including VAT).  These costs and expenses will be met in whole or in part by participating Shareholders (as the Tender Price is lower than the ESBB Issue Price).  If valid applications are received in respect of at least 2,700,000 Existing Ordinary Shares in aggregate (representing approximately 14.1 per cent. of the issued share capital of the Company) all of the costs and expenses of the Enhanced Share Buyback will be met by participating Shareholders.  If the Enhanced Share Buyback does not become effective, the Company will bear any abort costs and expenses which are estimated to be approximately £20,000 (including VAT).

General Meeting

A General Meeting has been convened at which Shareholders will be asked to consider and, if thought fit, approve resolutions required to implement the Proposals. The General Meeting, notice of which is set out at the end of the Circular, will be held at 10.00 a.m. on 12 March 2012 at the offices of Beringea LLP at 39 Earlham Street, London WC2H 9LT.

Interim Dividend

The Company has declared an interim dividend of 1p per Ordinary Share in respect of the year ended 31 January 2012.  The Interim Dividend will be paid on 9 March 2012 to Shareholders on the Register on 24 February 2012.  The ex-dividend date for the Interim Dividend is 22 February 2012.  The New Ordinary Shares will not qualify for the Interim Dividend or for participation in the Enhanced Share Buyback but will otherwise rank equally in all respects with the existing Ordinary Shares, including as to future dividends.

Admission and dealings

Applications have been made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List (with a Premium Listing) and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market.  It is expected that (i) the New Ordinary Shares to be issued pursuant to the LGIV Scheme will be allotted on 16 March 2012, credited as fully paid, and that the first day of dealings in such shares on the Main Market will be 19 March  2012; and (ii) the New Ordinary Shares to be issued pursuant to the Enhanced Share Buyback and the Offer in respect of the 2011/12 tax year will be allotted on 5 April 2012, credited as fully paid, and that the first day of dealings in such shares on the Main Market will be 12 April  2012; and (iii) the New Ordinary Shares to be issued pursuant to the Enhanced Share Buyback and the Offer in respect of the 2012/13 tax year will be allotted on 13 April 2012, credited as fully paid, and that the first day of dealings on the Main Market shall be 17 April 2012.

Ordinary Shares purchased by the Company pursuant to the Enhanced Share Buyback will be acquired by the Company on the London Stock Exchange and such shares will subsequently be cancelled.

Expected Timetables

2012
1.  LGIV Scheme
LGIV First General Meeting 12 noon on 7 March
Latest time for receipt of Forms of Proxy for the General Meeting 10.00 a.m. on 8 March
General Meeting 10.00 a.m. on 12 March
Calculation Date close of business on 13 March
LGIV Second General Meeting 10.00 a.m. on 16 March
Effective Date for the LGIV Scheme and transfer of the assets of LGIV to the Company and the issue of New Ordinary Shares to LGIV Shareholders 16 March
Announcement of the results of the LGIV Scheme  16 March
Admission and dealings commence in the New Ordinary Shares issued pursuant to the LGIV Scheme 8.00 a.m. on 19 March
CREST accounts credited with New Ordinary Shares issued pursuant to the LGIV Scheme 8.00 a.m. on 19 March
Share and tax certificates for the New Ordinary Shares issued pursuant to the LGIV Scheme dispatched week commencing 9 April
2.   Enhanced Share Buyback and Offer for Subscription
Enhanced Share Buyback Record Date 6.00 p.m. on 9 February
Enhanced Share Buyback opens 10 February
Offer opens 10 February
Recommended last date for CREST Shareholders to arrange for rematerialisation of their holdings should they wish to participate in the Enhanced Share Buyback 9 March
Closing date for return of ESBB Application Forms 1.00 p.m. on 30 March
Closing date for Offer (in respect of the 2011/12 tax year) 12 noon on 5 April
Announcement of results of Enhanced Share Buyback and the Offer (in respect of the 2011/12 tax year) 5 April
Allotment of New Ordinary Shares under the Enhanced Share Buyback and the Offer (in respect of the 2011/12 tax year) 5 April
Admission and dealings commence in the New Ordinary Shares issued pursuant to the Enhanced Share Buyback and the Offer (in respect of the 2011/12 tax year) 12 April
Closing date for the Offer (in respect of 2012/13 tax year) 12 noon on 13 April
Allotment of New Ordinary Shares under the Enhanced Share Buyback and the Offer (in respect of the 2012/13 tax year) 13 April
Admission and dealings commence in New Ordinary Shares issued pursuant to the Enhanced Share Buyback and the Offer (in respect of the 2012/13 tax year) 17 April
Share and tax certificates dispatched in respect of New Ordinary Shares issued pursuant to the Enhanced Share Buyback and the Offer within 15 Business Days of each allotment
Notes:
  1. The dates set out in the expected timetables above may be adjusted by the Company and/or LGIV (as the case may be), in which event details of the new dates will be notified to the UK Listing Authority and the London Stock Exchange and an announcement will be made through a Regulatory Information Service. 

  2. All references to time in this announcement are to London time (unless otherwise stated). 

  3. Successful subscribers for New Ordinary Shares under the Offer for Subscription (and/or where appropriate their authorised financial intermediaries) will receive an acknowledgement letter from the Company on receipt of their Offer Application Form. 

  4. The Offer for Subscription may close earlier than the dates stated above if it is fully subscribed by an earlier date.  The Directors reserve the right to accept Offer Application Forms and to allot and arrange for the listing of New Ordinary Shares in respect of applications received in respect of the shares issued under Offer for Subscription on or prior to the closing dates of the Offer for Subscription as the Directors see fit (provided that New Ordinary Shares will be allotted and issued where valid applications are received under the Offer in respect of the 2011/12 tax year on 5 April 2012 and any other date prior to 5 April 2012 on which the Directors decide, and for valid applications received for the Offer in respect of the 2012/13 tax year on 13 April 2012 and any other dates after 5 April 2012 on which the Directors decide). 

Definitions

The definitions set out below apply in this announcement unless the context requires otherwise:

Admission admission of the New Ordinary Shares to the premium segment of the Official List and to trading on the Main Market, in each case in accordance with the Listing Rules and the Admission and Disclosure Standards
Admission and Disclosure Standards the admission and disclosure standards of the London Stock Exchange for securities admitted or seeking admission to be admitted to trading, as amended from time to time
Board the board of Directors
Business Day any day on which banks are open for business in London (excluding Saturdays, Sundays and public holidays)
Calculation Date the time and date, which is expected to be close of business on 13 March 2012, at which the value of the Company's assets and LGIV's assets will be calculated for the purposes of the LGIV Scheme
certificated or in certificated form not in uncertificated form
Circular the circular published by the Company on 10 February 2012
Closing Date the closing date of the Enhanced Share Buyback being 1.00 p.m. on 30 March 2012
Company ProVen Health VCT plc, a company incorporated in England and Wales with registered number 4131354
Costs Contribution the contribution towards the costs and expenses of the Company and LGIV in relation to the LGIV Scheme to be made by Beringea, Longbow Capital and the Company under the Costs Contribution and Process Agreement
Costs Contribution and Process Agreement the costs contribution and process agreement entered into between LGIV, the Company, Longbow Capital and Beringea on 10 February 2012
Court Approval the confirmation of the High Court of England and Wales of the cancellation of the Company's share premium account
CREST the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
Directors the directors of the Company
Effective Date the date (which is expected to be 16 March 2012) of the passing of the resolution to place LGIV into members' voluntary liquidation at a general meeting of LGIV convened for 16 March 2012 or, if later, on all conditions of such resolution being satisfied
Enhanced Share Buyback the invitation to Qualifying Shareholders to sell Ordinary Shares back to the Company and use the proceeds to subscribe for New Ordinary Shares on the terms and conditions set out in the Circular, the Prospectus and the ESBB Application Form
Enhanced Share Buyback Record Date 6.00 p.m. on 9 February 2012 (or such other time and date as determined at the sole discretion of the Directors)
Enlarged Company the Company following implementation of the LGIV Scheme
ESBB Application Form the application form on which Qualifying Shareholders may apply to participate in the Enhanced Share Buyback
ESBB Issue Price the issue price of New Ordinary Shares under the Enhanced Share Buyback being the NAV per Ordinary Share as at the date of issue (after a deduction in respect of any dividend to be paid by the Company for which the record date is prior to the relevant allotment date) divided by 0.955 rounded up to the nearest £0.001 per share
Existing Ordinary Shares Ordinary Shares held on the Enhanced Share Buyback Record Date
FAV per LGIV Share the formula asset value of a LGIV Share calculated as at the Calculation Date in accordance with the LGIV Scheme
FAV per Ordinary Share the formula asset value of an Ordinary Share calculated as at the Calculation Date in accordance with the LGIV Scheme
Form of Proxy the form of proxy for use by Shareholders in connection with the General Meeting
General Meeting the general meeting of the Company convened for 10.00 a.m. on 12 March 2012 (or any adjournment thereof)
HMRC HM Revenue & Customs
Interim Dividend the interim dividend payable by the Company in respect of the year ended 31 January 2012 to be paid on 9 March 2012
Investment Manager or Beringea Beringea LLP, the investment manager of the Company, a limited liability partnership registered in England and Wales with registered number OC342919
Issue the issue of Ordinary Shares pursuant to the LGIV Scheme, the Enhanced Share Buyback and/or the Offer for Subscription (as the context requires)
LGIV Longbow Growth and Income VCT plc, a company incorporated in England and Wales with registered number 7423739
LGIV Board or LGIV Directors the directors of LGIV or any duly constituted committee thereof
LGIV First General Meeting the general meeting of LGIV convened for 12 noon on 7 March 2012, or any adjournment thereof
LGIV Liquidator the liquidator of LGIV to be appointed pursuant to a resolution to be passed by the LGIV Shareholders at a general meeting to be held on 16 March 2012, or any adjournment thereof
LGIV Scheme the scheme of reconstruction and voluntary winding up of LGIV under section 110 of the Insolvency Act 1986
LGIV Second General Meeting the general meeting of LGIV convened for 10.00 a.m. on 16 March 2012, or any adjournment thereof
LGIV Shareholders holders of LGIV Shares
LGIV Shares ordinary shares of 1p each in the capital of LGIV
London Stock Exchange London Stock Exchange plc
Longbow Capital Longbow Capital LLP (the investment manager of LGIV), a limited liability partnership registered in England and Wales with registered number OC309046
Main Market the London Stock Exchange's main market for listed securities
NAV or Net Asset Value in relation to a share, its net asset value on the relevant date calculated on the basis of the relevant company's normal accounting principles and policies
New Ordinary Shares the new Ordinary Shares to be issued pursuant to the Issue
Offer or Offer for Subscription the offer for subscription of Ordinary Shares as described in the Prospectus
Offer Application Form the application form in respect of the Offer set out at the end of the Prospectus
Offer Price the issue price of New Ordinary Shares under the Offer being the NAV per Ordinary Share as at the date of issue (after a deduction in respect of any dividend to be paid by the Company for which the record date is prior to the relevant allotment date) divided by 0.945 rounded up to the nearest £0.001 per share
Offer Shares the New Ordinary Shares to be issued pursuant to the Offer for Subscription
Official List the official list of the UK Listing Authority
Ordinary Shareholders or Shareholders holders of Ordinary Shares
Ordinary Shares or Shares ordinary shares of 1p each in the capital of the Company
Premium Listing a listing on the premium segment of the Official List
Proposals the proposals for (i) the participation of the Company in the LGIV Scheme (including the issue of New Ordinary Shares pursuant to the LGIV Scheme); (ii) the issue of New Ordinary Shares pursuant to the Offer; (iii) the proposed Enhanced Share Buyback; (iv) the proposed change of the Company's investment policy; and (v) the proposed cancellation of the Company's share premium account
Prospectus the prospectus published by the Company on 10 February 2012
Qualifying Shareholders holders of Ordinary Shares whose names are entered on the register of members of the Company on the Enhanced Share Buyback Record Date other than shareholders resident in, or citizens of, any Restricted Jurisdictions
Register the register of members of the Company
Regulatory Information Service a regulatory information service that is on the list of regulatory information services maintained by the Financial Services Authority
Restricted Jurisdictions Canada, Australia, Japan, South Africa, the United States and any other jurisdictions outside the United Kingdom where either sending the Circular, the Prospectus or issuing New Ordinary Shares would violate the laws of that jurisdiction
Tender Price the tender price of an Existing Ordinary Share under the Enhanced Share Buyback being 100 per cent. of the NAV per Ordinary Share at the date of calculation before taking into account the costs and expenses of the Proposals (rounded down to the nearest £0.001 per share)
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority the Financial Services Authority acting in its capacity as the competent authority for listing for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended)
uncertificated or in uncertificated form recorded in the register of members of the Company as being in uncertificated form in CREST and title to which may be transferred by means of CREST
VAT value added tax
VCT or Venture Capital Trust a venture capital trust as defined in section 259 of the Income Tax Act 2007 (as amended)
VCT Relief the reliefs from taxation described in the VCT Rules
VCT Rules the legislation, rules and HMRC interpretation and practice regulatory the establishment and operation of venture capital trusts

Enquiries

Steven Tuckley Beringea LLP 020 7845 7820
Douglas Armstrong Dickson Minto W.S. 020 7649 6823

Notes

A copy of the Circular and Prospectus have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.hemscott.com/nsm.do.

This announcement is for information purposes only and does not purport to be full or complete and any decision regarding the Proposals should be made only on the basis of the Circular and the Prospectus. 

This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investment in any jurisdiction, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor. 

The issue and the distribution of this announcement, the Circular and/or the Prospectus in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to this announcement, the Circular and/or the Prospectus comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.




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Source: Proven Health VCT Plc via Thomson Reuters ONE

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