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Proven Health VCT (NHF)

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Thursday 05 April, 2012

Proven Health VCT

Proven Health VCT Plc : Issue of Equity

Proven Health VCT Plc : Issue of Equity

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

5 APRIL 2012

RESULTS OF ENHANCED SHARE BUYBACK AND OFFER FOR SUBSCRIPTION (IN RESPECT OF THE 2011/12 TAX YEAR)

The Board of ProVen Health VCT plc (the "Company") refers to the circular and prospectus published by the Company on 10 February 2012.  The Company hereby announces the results of the Enhanced Share Buyback and the Offer (in respect of the 2011/12 tax year). 

Results of the Enhanced Buyback

Valid applications were received in respect of approximately 2.85 million Existing Ordinary Shares under the Enhanced Share Buyback.  Under the terms of the Enhanced Share Buyback, a maximum of 4,795,000 Existing Ordinary Shares could be repurchased by the Company.  All valid applications have therefore been or will be satisfied in full.  1,804,994 Existing Ordinary Shares (where applications were made for the 2011/12 tax year) have today been purchased by the Company at the Tender Price with the sale proceeds used to subscribe for New Ordinary Shares at the ESBB Issue Price.  The unaudited Net Asset Value of an Existing Ordinary Share for the purposes of the Enhanced Share Buyback (where applications were made for the 2011/12 tax year) was 43.3p, the Tender Price was 43.3p per Existing Ordinary Share and the ESBB Issue Price (in respect of the 2011/12 tax year) was 45.4p per New Ordinary Share. Participating Qualifying Shareholders therefore received approximately 953 New Ordinary Shares for every 1,000 Existing Ordinary Shares in respect of which a successful application was made (where the application was made for the 2011/12 tax year). 

1,721,418 New Ordinary Shares in aggregate will be issued under the Enhanced Share Buyback to participating Qualifying Shareholders in respect of the 2011/12 tax year.

Results of the Offer (in respect of tax year 2011/12)

Applications have been received for £26,000 of New Ordinary Shares under the Offer in respect of the 2011/12 tax year.  The Offer Price (being the Net Asset Value per Ordinary Share divided by 0.945) is 45.9p.  58,353 New Ordinary Shares (which includes New Ordinary Shares allotted in respect of waived commission of intermediaries) have therefore been issued to applicants under the Offer in respect of the 2011/12 tax year at the Offer Price of 45.9p per share.

Admission and dealings

The 1,804,994 Ordinary Shares purchased by the Company pursuant to the Enhanced Share Buyback (in respect of the 2011/12 tax year) have been acquired by the Company on the London Stock Exchange and such shares will be cancelled. Applications have been made to the UK Listing Authority for the New Ordinary Shares allotted under the Enhanced Share Buyback and the Offer (in respect of the 2011/12 tax year) to be admitted to the premium segment of the Official List.  Applications have also been made to the London Stock Exchange for such New Ordinary Shares to be admitted to trading on its Main Market. Such New Ordinary Shares issued in respect of the 2011/12 tax year will be admitted to the Official List and to trading on the Main Market of the London Stock Exchange on 12 April 2012. 

A further announcement will be released by the Company on 13 April 2012 following completion of the purchase of Existing Ordinary Shares under the Enhanced Share Buyback (where applications were made in respect of the 2012/13 tax year) and closing of the Offer in respect of the 2012/13 tax year.

Timetable

all dates 2012
Purchase of Existing Ordinary Shares under the Enhanced Share Buyback (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 the 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 the 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 under the Enhanced Share Buyback and the Offer Within 15 Business Days of each allotment

Voting rights

Each Ordinary Share has one vote and following the purchase of the Existing Ordinary Shares where applications were made under the Enhanced Share Buyback in respect of the 2011/12 tax year and the issue of New Ordinary Shares under the Enhanced Share Buyback and the Offer (in respect of the 2011/12 tax year) the Company has 21,380,934 Ordinary Shares in issue.  The Company does not hold any shares in treasury.  Accordingly, the total number of voting rights in the Company is 21,380,934 and this figure may be used by Ordinary Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.

Notification of transaction by a Director

Frank Harding, a Director, applied to participate in the Enhanced Share Buyback (in respect of tax year 2011/12) in respect of 20,144 Existing Ordinary Shares held by him and received 19,212 New Ordinary Shares.  Frank Harding now holds 23,177 Ordinary Shares carrying 0.11 per cent. of the total voting rights.  This information is disclosed in accordance with the requirements of Disclosure and Transparency Rule 3.1.4R.

Definitions

Terms defined in the circular published by the Company on 10 February 2012 have the same meanings in this announcement unless the context requires otherwise.

Further information

For further information please contact.

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

Notes

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.




This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Proven Health VCT Plc via Thomson Reuters ONE

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