Downing Inc VCT3

Downing Income VCT 3 plc : Proposed Merger

Downing Income VCT 3 plc : Proposed Merger

JOINT ANNOUNCEMENT

7 OCTOBER 2013

DOWNING DISTRIBUTION VCT 1 PLC ("DD1")
DOWNING INCOME VCT PLC ("DIV")
DOWNING INCOME VCT 3 PLC ("DIV3")
DOWNING INCOME VCT 4 PLC ("DIV4")
DOWNING ABSOLUTE INCOME VCT 1 PLC ("DAI1")
DOWNING ABSOLUTE INCOME VCT 2 PLC ("DAI2")
(TOGETHER, THE "COMPANIES" AND DIV, DIV3, DIV4, DAI1 AND DAI2 TOGETHER THE "EVERGREEN VCTS" AND EACH AN "EVERGREEN VCT")

RECOMMENDED PROPOSALS TO MERGE THE COMPANIES PURSUANT TO SCHEMES OF RECONSTRUCTION UNDER SECTION 110 OF THE INSOLVENCY ACT 1986

The boards of the Companies (the "Boards") are pleased to announce that they have agreed terms to merge the six Companies and that they are today writing to set out the merger proposals to their respective shareholders for consideration. Each of the Companies is managed by Downing LLP ("Downing").

The merger ("Merger") will be effected by the Evergreen VCTs each being placed into members' voluntary liquidation pursuant to schemes of reconstruction under section 110 of the Insolvency Act 1986 ("Schemes" and each a "Scheme"). Shareholders should note that the Merger by way of the Schemes will be outside the provisions of the City Code on Takeovers and Mergers.

The Merger is subject to the approval of DD1's shareholder at a general meeting, convened for 31 October 2013.

The Merger will be completed on a relative net asset basis and the benefits shared by each set of shareholders, with the costs being split proportionately based on the merger net asset values. Downing will bear 50% of the costs of the Merger in the cases of DIV3, DAI1 and DAI2 and 100% of the costs in the cases of DIV and DIV4. Each Scheme requires the approval of resolutions by the DD1 shareholders and the relevant Evergreen VCT's shareholders. Each Scheme is conditional on at least three of the five Schemes going ahead.  

The Merger will, if effected, result in an enlarged DD1 ("Enlarged Company") with net assets of over £70 million. Based on the estimated net costs of the Merger of £225,000, after Downing's contribution of approximately £350,000, and the expected annual costs savings for the Enlarged Company (expected to be approximately £440,000), the Boards believe that the costs of the Merger would be recovered within 6 to 7 months.

On completion of the Merger, DD1 will be renamed "Downing ONE VCT plc".

Immediately following the completion of the Merger, DD1 intends to consolidate its share capital to ensure, as near as possible, its net asset value per ordinary share is 100p (the "Consolidation"). This will be achieved by the rateable redesignation of a proportion of DD1's ordinary shares as worthless deferred shares and their off-market purchase and subsequent cancellation by DD1. Authority for the Consolidation is being sought from the shareholders of DD1.

Following the completion of the Merger and the Consolidation, DD1 intends to make an offer to existing shareholders and members of the public of 20 million ordinary shares (with an option to extend up to 30 million at the discretion of the directors) (the "Offer") and shareholders' authority to allot such additional shares is being sought.

In addition, DD1 intends to take the opportunity to renew allotment, disapplication of pre-emption rights and share purchase authorities, approve amendments to its articles of association and approve the cancellation of share premium account.

Further, DD1 is seeking the approval of its shareholders to enter into related party transactions with Downing in connection with revised investment management arrangements and promoter's fees in connection with the Offer.

Further details of the proposals are set out below. The approval of resolutions in connection with these proposals will be proposed at general meetings of the Companies ("Meetings") being convened as set out in the expected timetable below.

BACKGROUND

Set out below is a summary of historical information of the Companies, together with the latest published NAVs (taken from the unaudited management accounts to 31 August 2013, adjusted for dividends paid since 31 August 2013) and the respective carrying value of the investments held be each company.

CompanyDate of Company listing/ admission to tradingUnaudited net assets (£)Unaudited NAV per share
(p)
Carrying value of the venture capital investments (£'000)
DD13 May 199613,419,49568.513,240
DIV21 Dec 20059,082,80433.18,379
DIV3 O4 Apr 199611,026,58689.010,833
DIV3 E4 Apr 19964,922,93385.64,069
DIV42 Dec 20047,116,83435.06,554
DAI1 O19 May 19976,989,48285.75,942
DAI1 C19 May 19976,526,53070.35,910
DAI2 O5 Feb 201013,573,83568.413,725
DAI2 A5 Feb 201029,8460.1-

The objectives of each of the Companies are broadly similar, each to invest in a diversified portfolio of UK smaller companies in order to generate income and capital growth over the long-term. The Companies also have similar investment policies and the Enlarged Company will adopt a harmonised investment policy, summarised below:

VCT Qualifying InvestmentsIn excess of 70%
Income producing investmentsGenerally unquoted investments where the business owns substantial assets50% to 75% of qualifying investments
Growth investmentsMostly AIM but may include some unquoted25% to 50% of qualifying investments
Non-VCT qualifying investmentsSecured property loans, non-qualifying quoted investments, fixed income securitiesUp to 30%

DD1 shareholders' authority for the implementation of this refined investment policy is being sought at the Meetings.

VCTs are required to be listed on the premium segment of the Official List, which involves a significant level of listing costs, as well as related fees to ensure they comply with all relevant legislation. A larger VCT should be better placed to spread such running costs across a larger asset base and facilitate better liquidity management and, as a result, may be able to maximise investment opportunities and sustain a higher level of dividends to shareholders over its life.

In September 2004, the Merger Regulations were introduced allowing VCTs to be acquired by, or merge with, each other without prejudicing the VCT tax reliefs obtained by their shareholders. A number of VCTs have taken advantage of these regulations to create larger VCTs for economic and administration efficiencies, as well as to improve portfolio diversification.

With the above in mind, the Boards entered into discussions to merge the Companies to create a single, larger VCT. The aim is to achieve long-term strategic benefits and reductions in the annual running costs for all shareholders.

THE SCHEMES

The mechanism by which the Merger will be completed is as follows:

* each Evergreen VCT will be placed into members' voluntary liquidation pursuant to a scheme of reconstruction under Section 110 of IA 1986; and

*  all of the assets and liabilities of each Evergreen VCT will be transferred to DD1 in consideration for the issue of new shares of 1p each in the capital of DD1 ("Consideration Shares") (which will be issued directly to the shareholders of the relevant Evergreen VCT).

In respect of each Scheme, the Consideration Shares to be issued will be calculated on a relative net asset value basis. The relative net asset values will be the unaudited net asset values of the Companies as at the Calculation Date (this being 8 November 2013), adjusted to take into consideration each company's allocation of the estimated Merger costs.

Each Scheme is conditional upon certain conditions being satisfied as further set out in the circulars being posted to shareholders today, including resolutions to be proposed to shareholders of each of the Companies. Each Evergreen VCT will apply to the UKLA for cancellation of the listing of its shares, upon the successful completion of its Scheme, such cancellation is anticipated to take place on 11 December 2013 (the cancellation requiring the approval of the relevant Evergreen VCT's shareholders).

The Merger will result in the creation of an enlarged company and should result in savings in running costs and simpler administration. As all of the Companies have similar investment policies, a number of common investments and are managed by Downing, this is achievable without material disruption to the Companies and their combined portfolio of investments.

The boards of the Companies consider that the Merger will bring a number of benefits to all of the Companies' groups of shareholders through:

* A reduction in the expected annual running costs for most shareholders;
* Annual running costs capped by Downing at 2.75% of net assets;
* An increased likelihood of a regular sustainable tax-free dividend yield of at least 4% of net assets per annum;
* Dispersion of risk across a broader range of investments pursuant to a new investment policy for the Company;
* Increased liquidity in the ability of shareholders to sell their shares, including an intention to buy in shares at a discount of approximately 5% to net asset value; and
* A potential reduction in the cost of, and enhanced prospects for raising, additional capital with which to support the existing portfolios and to make additional investments.

 Additional attractive features of the Merger include:

* Simplification of management fee structure (with no performance incentive scheme);
* Significant contribution to the costs of the Merger by Downing such that net costs to Shareholders are expected to be recovered within 6 to 7 months; and
* No impact on the tax position of the Companies' shareholders - existing VCT tax reliefs carry over and attach to the post Merger investment by all of the Companies' shareholders.

If three or four of the Schemes become unconditional, then the resulting Enlarged Company will be commensurately smaller than if all five Schemes become unconditional with the result that the Enlarged Company will have a less diverse portfolio, a smaller fund available for investment and a smaller net asset base across which to spread the costs of the Schemes that do go ahead and the running costs of the Enlarged Company going forward. In this case, the costs of the Schemes that do go ahead may take longer to recover than they would if the full, six-way Merger was implemented and Shareholders in the Enlarged Company will benefit from a less diverse portfolio of investments and a smaller initial pot of capital available to DD1 to make further investments.

The aggregate anticipated cost of undertaking the Merger is approximately £575,000 including VAT, legal and professional fees, stamp duty and the costs of winding up the Evergreen VCTs. The costs of the Merger will be split proportionately between the Companies by reference to their respective merger net assets (ignoring Merger costs). Each of the Companies will be responsible for its allocation of the estimated Merger costs whether or not a particular Scheme is approved and becomes effective. The Boards believe that the Schemes provide an efficient way of merging the Companies with a lower level of costs compared with other merger routes. DD1 was selected as the acquirer because (i) it has accumulated losses available to set off against future profits realising a significantly reduced corporation tax bill for the Enlarged Company and (ii) as one of the larger of the six Companies it is a relatively tax efficient vehicle to act as acquirer in terms of stamp duty.

On the assumption that the net assets of the Enlarged Company will remain the same as the aggregated sum of the net assets of the Companies immediately after the Merger, the reduction in the annual running costs (ignoring annual management fees, performance incentive fees and exceptional items) for the Enlarged Company is estimated to be approximately £440,000 per annum, in particular, through the reduction in directors' and advisers' fees, audit fees, secretarial fees, printing costs and listing fees, as well as other fixed costs. This reduction would represent approximately 0.6% per annum of the expected net assets of the Enlarged Company. On this basis, and assuming that no new funds were to be raised or investments realised to meet annual costs, the Board and the Evergreen VCTs' Boards believe that the costs of the Merger would be recovered within 6 to 7 months.

As an illustration, had the Merger been completed on 31 August 2013, the number of "Consolidated Consideration Shares" (being those Consideration Shares remaining in issue following the Consolidation) that would have been issued for each existing Evergreen VCT share held are as follows:

* DD1: 0.682 Consolidated Consideration Shares for every ordinary share held in DD1 

* DIV: 0.326 Consolidated Consideration Shares for every ordinary share held in DIV 

* DIV3O: 0.887 Consolidated Consideration Shares for every ordinary share held in DIV3

* DIV3E: 0.853 Consolidated Consideration Shares for every E share held in DIV3

* DIV4: 0.344 Consolidated Consideration Shares for every ordinary share held in DIV4 

* DAI1O: 0.854 Consolidated Consideration Shares for every ordinary share held in DAI1

* DAI1C: 0.700 Consolidated Consideration Shares for every C share held in DAI1

* DAI2O: 0.681 Consolidated Consideration Shares for every ordinary share held in DAI2

* DAI2A: 0.001 Consolidated Consideration Shares for every A share held in DAI2

The illustrations have are based on the unaudited NAV of each of the Companies as at 31 August 2013, adjusted for estimated Merger Costs and dividends paid and to be paid since 31 August 2013.

THE OFFER

The directors of DD1 have decided to take the opportunity to raise up to £20 million through the Offer. The board of DD1 may, in their absolute discretion, decide to increase the Offer to raise up to a further £10 million if there proves to be excess demand from investors, subject to a maximum of 30 million new ordinary shares in DD1 being offered pursuant to the Offer (the "Offer Shares"). This will provide DD1 shareholders and new investors with the opportunity to invest in DD1 and benefit from the tax reliefs available to qualifying investors in VCTs.

The Offer Shares issued under the Offer will issued at an offer price as determined by the application of a formula taking into account an individual investor's bespoke issue costs and agreed adviser charges.

Downing will act as promoter to the Offer and be paid a commission of either (i) 3.5% of the initial net asset value of the Offer Shares allotted to Investors who subscribe through authorised intermediaries; or (ii) 5.5% of the initial net asset value of Offer Shares allotted to Investors who subscribe directly.

The Offer is conditional on the approval of resolutions by DD1 Shareholders.

MANAGEMENT AND ADMINISTRATION ARRANGEMENTS

Downing is the investment manager of all of the Companies and also provides administration and secretarial services to all of the Companies.

Subject to the completion of the Merger, the Enlarged Company will enter into revised arrangements with Downing pursuant to which Downing will receive an annual investment management/advisory fee of an amount equal to 1.8% of the net assets of the Enlarged Company and an annual administration fee based on a formula of (i) a basic fee of £40,000 (plus RPI adjustment); (ii) a fee of 0.125% per annum on funds in excess of £10 million; and (iii) £10,000 per additional share pool.

Downing have agreed to provide a running costs cap to the Enlarged Company of 2.75% of net assets per annum.

It is proposed that Downing will continue to act as the discretionary investment manager to DD1 immediately following the Merger until such time as the DD1 registers with the FCA as its own alternative investment fund manager pursuant to the Alternative Investment Fund Managers Directive (2001/61/EU). At that point, Downing will switch to an investment advisory role, albeit on the same commercial terms.

THE DD1 BOARD

The Boards have considered what the size and future composition of the DD1 board should be following the Merger and it has been agreed that subject to completion of the Merger, the Board composition will be rearranged such that four new directors will be appointed and three of the existing directors of the DD1 will resign.

Christopher Powell shall step down as chairman of DD1 to be replaced by Chris Kay who, as a current director of DIV, DIV4 and DAI1, will bring knowledge and experience of those VCTs to his new role. Stuart Goldsmith will continue as a director of DD1 and Helen Sinclair (currently a director of DIV4), Barry Dean (currently a director of DAI2) and Andrew Griffiths (currently a director of DIV3) will be appointed to the DD1 board.

DD1 CHANGES TO ITS ARTICLES, RENEWAL OF SHARE ISSUE AND BUYBACK AUTHORITIES AND CANCELLATION OF SHARE PREMIUM ACCOUNT

In addition to the resolutions approving the Merger and the revised investment policy, to be proposed at the general meeting of DD1 convened for 31 October 2013, a number of other resolutions are to be considered by the DD1 shareholders.

DD1 intends to renew and increase its authorities to issue shares (having disapplied pre-emption rights) for general purposes and make market purchases of shares reflecting the increased share capital of DD1 following the Merger.

DD1 also proposes to seek the approval of its shareholders to cancel its share premium account, subject to the sanction of the Court.

In addition, DD1 proposes to seek the approval of its shareholders to amend its articles of association to (i) limit its borrowings to 10% of the aggregate amount paid up on its issued share capital and the amounts standing to the credit of the DD1's consolidated reserves (ii) increase the aggregate maximum remuneration of directors from £75,000 to £150,000 (iii) amend the definition of "Subsidiary" in its articles (the intention being to ensure that such definition falls within s1159(1) of the Companies Act in particular circumstances) and (iv) the addition of a new article requiring the directors to comply with the Alternative Investment Fund Managers Directive (2001/61/EU) for such time as DD1 is registered thereunder as its own investment manager.

THE EVERGREEN VCTS' GENERAL MEETINGS

Each of the Schemes is also subject to the approval of the shareholders of the relevant Evergreen VCT at first general meetings to be held between 30 October and 1 November 2013, and subsequent second general meetings to be held on 12 November 2013 (with the purpose of approving each of the Evergreen VCTs being put into liquidation pursuant to the Merger).

The Evergreen VCTs' shareholders are also each being asked to approve a resolution to amend the articles of association of the relevant Evergreen VCT in order to allow each Evergreen VCT to act as its shareholders' receiving agent for the purpose of the valuation report, to be prepared by an independent valuer pursuant to section 593 of the Companies Act 2006, which will confirm to DD1 that the value of the relevant Evergreen VCT's assets and liabilities which are being transferred to DD1 as part of the Merger is not less than the aggregate amount treated as being paid up on the Consideration Shares being issued to the relevant Evergreen VCT's shareholders pursuant to that Scheme.

RELATED PARTY TRANSACTIONS

In connection with the Offer, DD1 intends to enter into the administration fee and promotion fee arrangements with Downing (as detailed above). DD1 also intends to enter into the revised investment management / investment advisory arrangements with Downing (also as detailed above).

Key features of the Investment Services Agreement

Subject to the Mergers becoming effective, the DD1 will enter into the Investment Services Agreement with Downing LLP. The key features will be as follows:

Entering into this agreement represents a related party transaction under Chapter 11 of the Listing Rules, as Downing LLP are a related party by virtue of being the current investment manager.

Additionally, as referred to above, DD1 proposes, conditional upon completion of the Mergers, to launch a fundraising to issue up to £20 million of New Shares. It is proposed that Downing will act as Promoter of the Offer. Under the proposed Promoter Agreement with DD1, Downing would act as agent of DD1 to use its reasonable endeavours to procure subscribers under the Offers for up to 20 million new Ordinary Shares for DD1 (with an option to extend the Offer by an additional 10 million shares at the Board's discretion). Downing will be paid a fee for acting in this role which, if all subscribers apply directly (without a financial adviser) could amount to 5.5% of the total funds raised in the Offer (which could be up to £20 million). Downing will pay all Offer related costs out of their fee. This level of the fee, and the terms attached thereto are fairly standard in the venture capital trust market. This transaction represents a related party transaction under the Listing Rules, and this agreement requires Shareholders' approval in general meeting of Resolution 8 to proceed.

The Board, which has been so advised by Spark Advisory Partners Limited, considers the above related Party Transactions to be fair and reasonable so far as Shareholders are concerned. In providing its advice, Spark Advisory Partners Limited has taken into account the Board's commercial assessment of the Related Party Transaction.

Downing is regarded as a related party pursuant to the Listing Rules of the UK Listing Authority by virtue of it being the investment manager of DD1. Shareholder approval is, therefore, required under the Listing Rules of the UK Listing Authority to enter into these transactions.

EXPECTED TIMETABLE FOR THE MERGER2013
Latest time for the receipt of forms of proxy for the DD1 General Meeting 2.00 p.m. on 29 October
DD1 General Meeting2.00 p.m. on 31 October
Calculation Date8 November
Effective Date for the transfer of the assets and liabilities of the Evergreen VCTs to DD1 and the issue of Consideration Shares12 November
Announcement of the results of the DD1 General Meeting and completion of the Schemes12 November
Consolidation of DD1 Ordinary Share capital by the creation and off market purchase of Deferred Shares12 November
Admission and dealings in the Consideration Shares to commence15 November
CREST accounts credited with the Consolidated Consideration Shares issued pursuant to the Schemes following the Consolidation15 November
Certificates for post-Consolidation Shares dispatched by26 November
Consideration Shares replaced by Consolidated Consideration Shares16 November
Certificates for the Consolidation Consideration Shares despatched by26 November
NEW DD1 SHARE OFFER
Opening of the new Offer for subscription30 November
First Closing Date4 April 2014
Offer closes*Noon on 30 April 2014
Allotmentsmonthly
Effective date for the listing of the Offer SharesThree business days following allotment and commencement of dealings
Share and tax certificates dispatchedWithin ten Business Days of allotment
*The Offer will close earlier than the date stated if it is fully subscribed. The Directors will reserve the right to close the Offer earlier or to extend the Offer to no later than 6 October 2014 and to accept applications and issue Offer Shares pursuant to the Offer at any time prior to or after the closing date.
EXPECTED TIMETABLE FOR DOWNING INCOME VCT PLC ("DIV")
2013
Latest time for receipt of forms of proxy for the DIV First General Meeting2.30 p.m. on 28 October
DIV First General Meeting2.30 p.m. 30 October
Date from which it is advised that dealings in DIV Shares should only be for cash settlement and immediate delivery of documents of title6 November
Latest time for receipt of forms of proxy for the DIV Second General Meeting2.20 p.m. on 8 November
Calculation Date8 November
DIV register of members closed11 November
Record Date for DIV Shareholders' entitlements11 November
Dealings in DIV Shares suspended7.30 a.m. on 12 November
DIV Second General Meeting2.20 p.m. on 12 November
Effective Date for the transfer of the assets and liabilities of DIV to the DD1 and the issue of Consideration Shares pursuant to the DIV Scheme12 November
Cancellation of the listing of the DIV Shares 8.00 a.m. on 11 December
EXPECTED TIMETABLE FOR DOWNING INCOME VCT 3 PLC ("DIV3")
2013
Latest time for receipt of forms of proxy for the DIV3 First General Meeting3.30 p.m. on 28 October
DIV3 First General Meeting3.30 p.m. on 30 October
Date from which it is advised that dealings in DIV3 Shares should only be for cash settlement and immediate delivery of documents of title6 November
Latest time for receipt of forms of proxy for the DIV3 Second General Meeting 2.40 p.m. on 8 November
Calculation Date8 November
DIV3 register of members closed11 November
Record Date for DIV3 Shareholders' entitlements11 November
Dealings in DIV3 Shares suspended7.30 a.m. on 12 November
DIV3 Second General Meeting2.40 p.m. on 12 November
Effective Date for the transfer of the assets and liabilities of DIV3 to the DD1 and the issue of Consideration Shares pursuant to the DIV3 Scheme12 November
Cancellation of the listing of the DIV3 Shares8.00 a.m. on 11 December
EXPECTED TIMETABLE FOR DOWNING INCOME VCT 4 PLC ("DIV4")
2013
Latest time for receipt of forms of proxy for the DIV4 First General Meeting3.00 p.m. on 28 October
DIV4 First General Meeting3.00 p.m. on 30 October
Date from which it is advised that dealings in DIV4 Shares should only be for cash settlement and immediate delivery of documents of title6 November
Latest time for receipt of forms of proxy for the DIV4 Second General Meeting2.00 p.m. on 8 November
Calculation Date8 November
DIV4 register of members closed11 November
Record Date for DIV4 Shareholders' entitlements11 November
Dealings in DIV4 Shares suspended7.30 a.m. on 12 November
DIV4 Second General Meeting2.00 p.m. on 12 November
Effective Date for the transfer of the assets and liabilities of DIV4 to the DD1 and the issue of Consideration Shares pursuant to the DIV4 Scheme12 November
Cancellation of the listing of the DIV4 Shares 8.00 a.m. on 11 December
EXPECTED TIMETABLE FOR DOWNING ABSOLUTE INCOME VCT 1 PLC ("DAI1")
2013
Latest time for receipt of forms of proxy for the DAI1 First General Meeting4.00 p.m. on 28 October
DAI1 First General Meeting4.00 p.m. on 30 October
Date from which it is advised that dealings in DAI1 Shares should only be for cash settlement and immediate delivery of documents of title6 November
Latest time for receipt of forms of proxy for the DIA1 Second General Meeting3.00 p.m. on 8 November
Calculation Date8 November
DAI1 register of members closed11 November
Record Date for DAI1 Shareholders' entitlements11 November
Dealings in DAI1 Shares suspended7.30 a.m. on 12 November
DAI1 Second General Meeting3.00 p.m. on 12 November
Effective Date for the transfer of the assets and liabilities of DAI1 to the DD1 and the issue of Consideration Shares pursuant to the DAI1 Scheme12 November
Cancellation of the listing of the DAI1 Shares 8. 00 a.m. on 11 December
EXPECTED TIMETABLE FOR DOWNING ABSOLUTE INCOME VCT 2 PLC ("DAI2")
2013
Latest time for receipt of forms of proxy for the DAI2 First General Meeting11.30 a.m. on 30 October
DAI2 First General Meeting11.30 a.m. on 1 November
Date from which it is advised that dealings in DAI2 Shares should only be for cash settlement and immediate delivery of documents of title6 November
Calculation Date8 November
Latest time for receipt of forms of proxy for the DAI2 Second General Meeting3.20 p.m. on 8 November
DAI2 register of members closed11 November
Record Date for DAI2 Shareholders' entitlements11 November
Dealings in DAI2 Shares suspended7.30 a.m. on 12 November
DAI2 Second General Meeting3.20 p.m. on 12 November
Effective Date for the transfer of the assets and liabilities of DAI2 to the DD1 and the issue of Consideration Shares pursuant to the DAI2 Scheme12 November
Cancellation of the listing of the DAI2 Shares 8.00 a.m. on 11 December

DOCUMENTS AND APPROVALS

DD1 shareholders will receive a copy of a circular convening the DD1 general meeting to be held on 31 October 2013 (together with a securities note relating to the Merger (the "Securities Note") at which DD1 shareholders will be invited to approve resolutions in connection with the proposals.

The Evergreen VCTs' shareholders will each receive a circular convening the Evergreen VCTs' first general meetings on 30 October 2012 (in the case of DIV, DIV3, DIV4 and DAI1) and 1 November 2013 (in the case of DAI2) and the Evergreen VCTs' second general meetings on 12 November 2013 (together with the Securities Note) at which Evergreen VCTs' shareholders will be invited to approve resolutions in connection with their relevant Scheme.

Copies of the Prospectus (comprising the Securities Note together with a registration document and summary), the DD1 circular and the Evergreen VCTs' circulars have been submitted to the UK Listing Authority and will be shortly available for download both from the Downing website (www.downing.co.uk) and the national storage mechanism (www.morningstar.co.uk/uk/NSM).

For further information, please contact:

Investment Manager and Administrator for the Companies

Downing LLP - Grant Whitehouse - Telephone: 0207 416 7780

Solicitors to the Companies

RW Blears LLP - Frank Daly - Telephone: 020 3192 5690

Sponsor to DD1

Neil Baldwin - Spark Advisory Partners Limited - Telephone: 0203 368 3554

The directors and proposed directors of DD1 accept responsibility for the information relating to DD1 and its directors and proposed directors contained in this announcement. To the best of the knowledge and belief of such directors and proposed directors (who have taken all reasonable care to ensure that such is the case), the information relating to DD1 and its directors and proposed directors contained in this announcement, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of DIV accept responsibility for the information relating to DIV and its directors contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case), the information relating to DIV and its directors contained in this document, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of DIV3 accept responsibility for the information relating to DIV3 and its directors contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case), the information relating to DIV3 and its directors contained in this document, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of DIV4 accept responsibility for the information relating to DIV4 and its directors contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case), the information relating to DIV4 and its directors contained in this document, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of DAI1 accept responsibility for the information relating to DAI1 and its directors contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case), the information relating to DAI1 and its directors contained in this document, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of DAI2 accept responsibility for the information relating to DAI2 and its directors contained in this announcement. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case), the information relating to DAI2 and its directors contained in this document, for which they are solely responsible, is in accordance with the facts and does not omit anything likely to affect the import of such information.

RW Blears LLP are acting as legal advisers for the Companies and for no one else in connection with the matters described herein and will not be responsible to anyone other than the Companies for providing the protections afforded to clients of RW Blears LLP or for providing advice in relation to the matters described herein.

Spark Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor for DD1 and no one else and will not be responsible to any other person for providing the protections afforded to customers of Spark Advisory Partners Limited or for providing advice in relation to any matters referred to herein.




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Source: Downing Income VCT 3 plc via Thomson Reuters ONE

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