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TP70 2008(ii) VCT (TPV2)

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Tuesday 16 October, 2012

TP70 2008(ii) VCT

Recommendation of a Proposal to merge

RNS Number : 8450O
TP70 2008 (ii) VCT PLC
16 October 2012
 



 

Recommendation of a Proposal to merge TP70 2008(I) VCT plc, TP70 2008(II) VCT plc and TP12(I) VCT plc, of an  Offer for subscription for new shares by TP70 2008(I) VCT plc and that it changes its name to TP Income VCT plc.

 

Recommendation of a proposal to merge TP70 2008(I) VCT plc, TP70 2008(II) VCT plc and TP12(I) VCT plc by way of a scheme  of reconstruction of TP70 2008(II) VCT plc  and TP12(I) VCT plc pursuant to Section 110 of the Insolvency Act 1986 (the "Scheme").

 

Summary

 

The Boards of  each of  TP70 2008(I) VCT plc, TP70 2008(II) VCT plc (together the "TP70 2008 Companies") and TP12(I) VCT plc ("TP12") have issued circulars dated 15 October 2012  recommending  to their respective shareholders  a proposal that the TP70 2008 Companies and TP12 merge on the terms of  the Scheme.

 

The creation of a single, larger VCT (the "Enlarged Company") is expected to bring significant advantages to all shareholders, including:

 

·      a reduction in the annual running costs of the Enlarged Company when compared to the combined running costs of each separate company; and

 

·      potentially increased dividends in the future due to the increased size and reduced running costs of the Enlarged Company.

 

Background to the Scheme

 

The TP70 2008 Companies were launched as part of a joint offering.  At the time there were significant structural advantages to a joint offer in terms of the amounts that the TP70 2008 Companies could invest in aggregate in a venture capital trust ("VCT") qualifying investment.

 

Specifically, the TP70 2008 Companies were then able to invest, in aggregate, up to £2 million per investee company in any tax year. This meant that Triple Point Investment Management LLP, the investment manager of the TP70 2008 Companies, needed to identify fewer qualifying investment opportunities in order to fully invest the funds raised and had greater flexibility in structuring investments. Now that the TP70 2008 Companies are fully invested in VCT qualifying investments, the structural advantages of the TP70 2008 Companies maintaining their independence no longer apply.

 

By including TP12's fund of net assets in the Scheme, the asset base of the Enlarged Company would be increased, contributing to overall cost savings and therefore the expectation of higher future dividends. The position of existing TP12 shareholders will be protected as they will have their own fund of net assets, those of the A Ordinary Share Fund, within the Enlarged Company.

 

How the Scheme works

 

The Scheme will involve the shareholders of TP70 2008(II) VCT plc and TP12 (together the "Targets") resolving to place the Targets into members' voluntary liquidation. The Targets, whilst in liquidation, will transfer all of their assets and liabilities to TP70 2008(I) VCT plc in exchange, in the case of TP70 2008(II) VCT plc, for new Ordinary Shares, which will be issued to former TP70 2008(II) VCT plc  shareholders and, in the case of TP12, for new A Ordinary Shares, which will be issued to former TP12 shareholders. The number of new Ordinary Shares to be issued to the former TP70 2008(II) VCT plc shareholders and new A Ordinary Shares to be issued to the former TP12 shareholders will be determined on the basis of the relative net asset values of the shares in the TP70 2008 Companies and TP12, adjusted in accordance with the Scheme. As such, the Scheme is not intended to be dilutive but should be of benefit to the shareholders  in each of the companies, as it should facilitate the payment of increased dividends in the future due to the increased size and reduced running costs of the Enlarged Company. After the Scheme has been completed, the listings of the shares of the Targets will be cancelled and the Targets will subsequently be wound up.

 

Offer for Subscription for new shares by TP70 2008(I) VCT plc

 

The Prospectus dated 15 October 2012 issued by TP70 2008(I) VCT plc details the offer of up to 20,000,0000 new  B Ordinary Shares at £1 per share ("Offer Shares"), subject to bonuses for applications  submitted before 19 December 2012 and between 19 December 2012 and 14 February 2013 ( the "Offer"). If the Offer is over-subscribed, the Offer may be increased at the discretion of the directors of TP70 2008(I) VCT plc by up to a further 5,000,000 Offer Shares. Funds raised under the Offer will enhance the Enlarged Company's economies of scale and operational efficiencies for all shareholders. Potentially it will provide liquidity for Ordinary Class Shareholders who wish to effect an exit after the fifth anniversary of the TP70 2008 Companies, 30 April 2013.

 

Proposed Change of Name

 

Subject to shareholder approval, TP70 2008(I) VCT plc will change its name to TP Income VCT plc.

 

EXPECTED TIMETABLE IN RESPECT OF THE OFFER

 

Offer Opens                                                                                                15 October 2012

 

Deadline for receipt of applications for final allotment in 2012/13 tax year         12 noon on 5 April 2013

 

Deadline for receipt of applications for final allotment in 2013/14 tax year          12 noon on 30 April 2013

 

First allotment date                                                                                       on or before 5 April 2013

 

Admission and dealings expected to commence within 5 business days of any allotment


 

The deadline for receipt of applications is subject to the Offer not being fully subscribed by an earlier date. The final closing date of the Offer, and the deadline for receipt of applications for the final allotment in the 2013/14 tax year, may be extended by the directors of TP70 2008(I) VCT plc at their absolute discretion.  The directors of TP70 2008(I) VCT plc reserve the right to allot and issue Offer Shares at any time whilst the Offer remains open.  Definitive share and tax certificates will be despatched and CREST accounts credited as soon as practicable following allotment of Offer Shares. The Offer is not underwritten.


 

EXPECTED TIMETABLE IN RESPECT OF THE SCHEME

 TP70 2008(I)

 

Latest time for receipt of forms of proxy for the General Meeting                                 10.00 am on 9 November 2012

 

General Meeting                                                                                                    10.00 am on 13 November 2012

 

Calculation Date                                                                                after  5.00 pm on 20 November 2012

 

Effective Date for the transfer of the assets and liabilities

of TP70 2008(II) and TP12 to the Company and the issue of New Shares

to Target Shareholders                                                                                              21 November 2012

 

Announcement of the results of the Scheme                                                               21 November 2012

Admission of and dealings in the New Shares to commence                                        22 November 2012

 

Certificates for the New Shares despatched to Target Shareholders    on or before 13 December 2012

 

 

 

 

TP70 2008(II)

 

Date from which it is advised that dealings in TP70 2008(II) Shares should only be for

cash settlement and immediate delivery of documents of title                                      9 November 2012              

 

Latest time for receipt of forms of proxy for the TP70 2008(II)

First General Meeting                                                                               10.30 am on 9 November 2012

 

TP70 2008(II) First General Meeting                                                      10.30 am on 13 November 2012

(or as soon as practicable

thereafter as the General Meeting

has concluded or adjourned)

 

Latest time for receipt of forms of proxy for the
TP70 2008(II) Second General Meeting                                                10.00 am on 19 November 2012

 

Record Date for TP70 2008(II) Shareholders' entitlements under the Sc                 20 November 2012

 

TP70 2008(II) register of members closed                                               5.00 pm on 20 November 2012

 

Calculation Date                                                                           after 5.00 pm on 20 November 2012

 

Dealings in TP70 2008(II) Shares suspended                                         8.00 am on 21 November 2012

 

TP70 2008(II) Second General Meeting                                                 10.00 am on 21 November 2012

 

Effective Date for the transfer of the assets and liabilities of
TP70 2008(II) to the Company and the issue of TP70 2008(II)

Consideration Shares                                                                                          21 November 2012

 

Announcement of the results of the Scheme                                                         21 November 2012

 

Cancellation of the TP70 2008(II) Shares' listing                                   8.00 am on 22 November 2012

 


 

TP12

 

Date from which it is advised that dealings in TP12 Shares should only be for

cash settlement and immediate delivery of documents of title                                   9 November 2012

 

Latest time for receipt of forms of proxy for the TP12

First General Meeting                                                                             11.00 am on 9 November 2012

 

TP12 First General Meeting                                                                 11.00 am on 13 November 2012

(or as soon as practicable

thereafter as the TP70 2008(II)

First General Meeting

has concluded or adjourned)

 

 

Latest time for receipt of forms of proxy for the
TP12 Second General Meeting                                                             10.30 am on 19 November 2012

 

Record Date for TP12 Shareholders' entitlements under the Scheme                      20 November 2012

 

TP12 register of members closed                                                           5.00 pm on 20 November 2012

 

Calculation Date                                                                            after 5.00 pm on 20 November 2012

 

Dealings in TP12 Shares suspended                                                      8.00 am on 21 November 2012

 

TP12 Second General Meeting                                                               10.30 am on 21 November 2012

(or as soon as practicable

thereafter as the TP70 2008(II)

Second General Meeting

has concluded or adjourned)

 

Effective Date for the transfer of the assets and liabilities of
TP12 to the Company and the issue of TP12 Consideration Shares                                                                                                          21 November 2012

 

Announcement of the results of the Scheme                                                             21 November 2012

 

Cancellation of the TP12 Shares' listing                                                                  22 November 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

OFFER STATISTICS

 

Offer Price per Offer Share

100p

Issue costs per Offer Share

5.5% for applications advised before 31 December 2012 and 2.5% thereafter

Expected Maximum Net Proceeds of the Offer*

£18,857,000

 

Maximum number of Offer Shares in issue following the Offer*

20,000,000

Bonus Shares

 

 

 

 

Commission available to authorised introducers:

3% for completed applications submitted by 19 December 2012.

1.5% for completed applications submitted between 19 December 2012 and 14 February 2013.

 

3 per cent. of the amount invested by their client payable on investment plus 0.5 per cent. of the NAV of the B Ordinary Share Fund paid annually for five years in arrears for valid applications advised on or accepted on or before 31 December 2012.

Commission will be payable after 31 December 2012 only where authorised introducers have given the relevant advice before 31 December 2012.

 

* assuming a full subscription of 20,000,000 Offer Shares and that £1,000,000 of the subscription monies are received by 19 December 2012 and £1,000,000 of the subscription monies are received between 19 December 2012 and 14 February 2013 and that the full subscription is advised on by financial advisers before 31 December 2012.

 

Copies of the circulars and Prospectus will shortly be available for download at the National Storage Mechanism (www.hemscott.com/nsm.do).

For more information contact: Claire Ainsworth or Chris Tottle at Triple Point Investment Management LLP

+44 (0)20 7201 8990

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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