Octopus Apollo VCT1 Octopus Apollo VCT1 plc : RECOMMENDED PROPOSALS TO MERGE THE COMPANIES, AN ENHANCED BUYBACK FACILITY, AN ...
August 17 2012 - 9:05AM
UK Regulatory
TIDMOAP1
JOINT ANNOUNCEMENT
17 AUGUST 2012
OCTOPUS APOLLO VCT 1 PLC ("APOLLO 1")
OCTOPUS APOLLO VCT 2 PLC ("APOLLO 2")
OCTOPUS APOLLO VCT 3 PLC ("APOLLO 3")
OCTOPUS APOLLO VCT 4 PLC ("APOLLO 4")
(TOGETHER THE "COMPANIES" AND APOLLO 1, APOLLO 2 AND APOLLO 4 TOGETHER THE
"TARGET VCTS" AND EACH A "TARGET VCT")
RECOMMENDED PROPOSALS TO MERGE THE COMPANIES (TO BE COMPLETED PURSUANT TO
SCHEMES OF RECONSTRUCTION UNDER SECTION 110 OF THE INSOLVENCY ACT 1986), AN
ENHANCED BUYBACK FACILITY, AN OFFER FOR SUBSCRIPTION BY APOLLO 3 AND RELATED
MATTERS
SUMMARY
The boards of the Companies ("Boards") announced on 25 May 2012 that they had
agreed terms in principle to merge the four companies. The Boards are pleased to
advise that discussions have now concluded 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 Octopus Investments Limited ("Octopus").
The merger will be effected by the Target 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 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. Each Scheme requires the approval of
resolutions by the relevant Target VCT's shareholders and Apollo 3 shareholders.
However, each Scheme is not conditional on the other Schemes and will proceed
independently and irrespective of the other Schemes.
The merger will, if effected, result in an enlarged company ("Enlarged Company")
with net assets of approximately GBP50 million. Based on the estimated costs of
the merger (being GBP371,600) and the expected annual costs savings for the
Enlarged Company (being GBP288,900), the Boards believe that the costs of the
merger would be recovered within 16 months.
Apollo 3 also proposes to provide shareholders with the ability to participate
in an enhanced buyback facility ("Enhanced Buyback Facility") and raise further
funds pursuant to a top-up offer ("Offer"). Implementation of both requires the
approval of resolutions by Apollo 3 shareholders. The Enhanced Buyback Facility
and the Offer are not conditional on each other or on the Schemes becoming
effective. The Schemes are not conditional on either the Enhanced Buyback
Facility or the Offer proceeding.
In addition, Apollo 3 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 and capital redemption reserves.
Further, Apollo 3 is seeking the approval of its shareholders to enter into
related party transactions with Octopus in connection with revised performance
incentive fee arrangements and fees in connection with the Enhanced Buyback
Facility and 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
30 April 2012 (which is prior to the payment of dividends and share buybacks
after 30 April 2012)), the number of venture capital investments within the
portfolios of each company and the respective carrying value of these
investments.
Date of Funds Unaudited net NAV per Number of Carrying
launch raised assets ( GBP) share venture value of the
since (p) capital venture
launch investments capital
( GBP) investments
( GBP)
Company July 2006 27.1 24,457,715 91.4 19 22,720,754
million
Apollo 1 May 2006 8.8 8,121,668 94.9 14 7,265,870
million
Apollo 2 May 2006 8.8 8,120,274 94.9 14 7,265,870
million
Apollo 4 June 2008 11.5 11,234,814 97.7 12 10,507,158
million
The objective of each of the Companies is the same, that being 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 the same investment
policies.
The separate 'Apollo' named VCTs were originally established so as to provide
the ability to access larger deals through co-investment. As a result, 88.4% of
the aggregate portfolio across the Companies is represented by venture capital
investments held by two or more of the Companies as at 30 April 2012
(representing GBP42.2 million out of the aggregate GBP47.8 million of venture
capital investments). As the portfolios of the Companies are now materially
invested, and due to the changes made to the VCT investment limits and size
tests (in particular, the removal of the GBP1 million investment limit per VCT),
the benefit of 'sister' VCTs is now significantly reduced.
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 Target 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 Target VCT will be
transferred to the Company in consideration for the issue of new shares of 10
pence each in the capital of Apollo 3 ("New Apollo 3 Shares") (which will be
issued directly to the shareholders of the relevant Target VCT).
In respect of each Scheme, the New Apollo 3 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 26 September 2012), adjusted to take into consideration a
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 Target
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 26 October 2012 (the cancellation requiring the approval of the
relevant Target 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 the same investment policies, a number of common investments and are
managed by Octopus, this is achievable without material disruption to the
Companies and their combined portfolio of investments.
The Board considers that the merger will bring a number of benefits to all of
the Companies' groups of shareholders through:
· a reduction in annual running costs for the Enlarged Company
compared to the aggregate annual running costs of the separate Companies;
· the creation of a single VCT of a more economically efficient
size with a greater capital base over which to spread annual running costs;
· participation in a larger VCT with the longer term potential for
a more diversified portfolio, thereby spreading the portfolio risk across a
broader range of investments;
· increasing the ability to support follow-on investments and new
investments in the future due to the increased size and reduced running costs of
the Enlarged Company; and
· the potential to enhance the ability to pay dividends and buy
back shares in the future due to the increased size and reduced running costs of
the Enlarged Company, as well as improve liquidity in the secondary market, as
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