Octopus Apollo VCT Octopus Apollo Vct Plc : Publication Of A Prospectus And Circulars In Respect Of Proposals To Merge With O...
November 04 2016 - 12:50PM
UK Regulatory
TIDMOAP3 TIDMOEC1
Octopus Apollo VCT plc ("Apollo")
Octopus Eclipse VCT plc ("Eclipse")
(together the "Companies")
4 November 2016
Publication of a Prospectus (the "Prospectus") and Circulars (the
"Circulars") in connection with recommended proposals to merge the
Companies (to be completed pursuant to a scheme of reconstruction (the
"Scheme" or "Merger") under section 110 Insolvency Act 1986) and an
offer for subscription by Apollo.
On 27 September 2016, the boards of Apollo and Eclipse (the "Boards")
announced that they had entered into discussions to merge the Companies
into one company (the "Enlarged Company") and the Apollo Board announced
that it also intended to raise further funds into Apollo pursuant to an
offer for subscription (the "Offer"). The Boards are pleased to advise
that discussions have now concluded and that the Companies have today
issued the Circulars to set out the proposals for the Merger for
consideration by their respective shareholders and that Apollo has
issued a Prospectus relating to the Offer and Merger. The Companies have
similar investment mandates and are both managed by Octopus Investments
Limited ("Octopus").
The Offer
Apollo is seeking to raise GBP20 million under the Offer, which is
subject to the approval of the Apollo shareholders. The expected
timetable for the Offer is set out below.
The Scheme
The Merger is expected to deliver a number of additional benefits to
shareholders including:
-- participation in a larger VCT with a more diversified portfolio, thereby
spreading the portfolio risk across a broader range of investments;
-- efficiencies in annual running costs and administration for the Enlarged
Company compared to the separate companies;
-- enhancing the ability of the Enlarged Company to find high quality new
investments, raise funds, as well as pay dividends and support buybacks
in the future.
The mechanism by which the Merger will be completed is as follows:
-- Eclipse will be placed into members' voluntary liquidation pursuant to a
scheme of reconstruction under Section 110 IA 1986; and
-- all of the assets and liabilities of Eclipse will be transferred to the
Company in consideration for the issue of Scheme Shares.
The Scheme will be completed on a relative unaudited net asset value
basis, adjusted for the anticipated costs of the Scheme, based on the
latest unaudited valuations of the Companies' investments. An accounting
firm will review the latest unaudited net asset values of the Companies
and valuations of the Companies' investments prior to the Merger
becoming effective and will confirm that they have been prepared in
accordance with similar principles as would have been used in producing
year end accounts. The effect of the Scheme will be that the Eclipse
shareholders will receive Apollo shares with the same total net asset
value as their Eclipse shares.
The Scheme is conditional upon its approval by the Apollo shareholders
and by the Eclipse shareholders, as well as the other conditions set out
in the Prospectus and Circulars.
As the Companies have a similar investment objective and policy, the
same investment manager and other common advisers, the proposed Merger
should be achievable without major additional cost or disruption to the
Companies and their combined portfolio of investments.
The aggregate anticipated cost of undertaking the Merger is
approximately GBP331,000, including VAT, legal and professional fees,
stamp duty and the costs of winding up Eclipse. The costs of the Merger
will be split proportionately between the Companies by reference to
their respective net asset values immediately prior to the Merger.
Shareholders and investors should note that the merger by way of the
Scheme will be outside the provisions of the City Code on Takeovers and
Mergers.
The portfolio of assets which will be transferred from Eclipse to the
Company as part of the Scheme is considered to be in keeping with
Apollo's investment policy. The extent of the liabilities (if any) which
will be transferred from Eclipse to Apollo as part of the Scheme will be
those which are incurred in the ordinary course of business and merger
costs which remain unpaid at the time of transfer. Any such liabilities
are expected to be nominal in comparison to the value of the assets.
Eclipse shareholders who do not vote in favour of the Resolution to be
proposed at Eclipse's first general meeting, as referred to in the
timetable below, are entitled to dissent and have their shareholding
purchased by the liquidators of Eclipse (the "Liquidators") at a price
agreed between the dissenting Eclipse shareholders and the Liquidators
(or by arbitration), which would be expected to be at a significant
discount to the net asset value of an Eclipse share. If the conditions
of the Scheme are not satisfied, the Companies will continue in their
current form and the Boards will continue to review all options
available to them regarding the future of the Companies.
Clearance has been requested from HMRC that the Scheme meets the
requirements of the Merger Regulations and, therefore, that the
implementation of the Scheme should not affect the status of Apollo as a
VCT. It is the intention of the Apollo Board to continue to comply with
the requirements of ITA 2007 following the Merger so that Apollo
continues to qualify as a VCT.
EXPECTED TIMETABLE, OFFER STATISTICS AND COSTS
Expected Timetable for the Scheme
Apollo
Latest time and date for receipt of Forms of Proxy 2.30 pm on 8 December
for the General Meeting 2016
General Meeting 2.30 pm on 12 December
2016
Scheme Calculation Date after 5.00 pm on 16
December 2016
Scheme Effective Date for the transfer of the assets 19 December 2016
and liabilities of Eclipse to the Company and the
issue of Scheme Shares
Announcement of the results of the Scheme 19 December 2016
Admission of, and dealings in, Scheme Shares issued 20 December 2016
to commence
CREST accounts credited (if applicable) 20 December 2016 2016
Certificates for Scheme Shares despatched to Eclipse Week commencing 9
Shareholders January 2017
Eclipse
Latest time for receipt of forms of proxy for the 2.30 pm on 5 December 2016
Eclipse First General Meeting
Eclipse First General Meeting 2.30 pm on 7 December 2016
Latest time for receipt of forms of proxy for the 10.30 am on 15 December 2016
Eclipse Second General Meeting
Final expected date of trading of the Eclipse Shares 16 December 2016
Scheme Record Date for Eclipse Shareholders' 5.00 pm on 16 December 2016
entitlements under the Scheme
Scheme Calculation Date after 5.00 pm on 16 December
2016
Dealings in Eclipse Shares suspended* 7.30 am on 19 December 2016
Eclipse register of members closed 9.30 am on 19 December 2016
Eclipse Second General Meeting 10.30 am on 19 December 2016
Scheme Effective Date for the transfer of the 19 December 2016
assets and liabilities of Eclipse to the Company and
the issue of Scheme Shares
Announcement of the results of the Scheme 19 December 2016
Cancellation of the Eclipse Shares' listing 8.00 am on 20 December 2016
(*The final expected date of trading of the Eclipse shares will be 16
December 2016. See the timetable for Apollo with regard to admission,
CREST accounts being credited and certificates being despatched in
respect of the Scheme Shares)
Expected Timetable for the Offer
Launch date of the Offer 4 November 2016
Deadline for receipt of applications for first allotment 9.00 am on 5 January
2017
First allotments under the Offer 6 January 2017
Deadline for receipt of applications for final allotment 12 noon on 5 April
in 2016/17 tax year 2017
Deadline for receipt of applications for final allotment 12 noon on 3
in 2017/18 tax year November 2017
Closing date of the Offer 12 noon on 3
November 2017
-- The Offer will close earlier if fully subscribed. The Apollo Board
reserves the right to close the Offer earlier and to accept applications
and issue ordinary shares under the Offer ("Offer Shares") at any time
following the receipt of valid applications.
-- The results of the Offer will be announced to the London Stock Exchange
through a Regulatory Information Service provider authorised by the
Financial Conduct Authority.
-- Dealing is expected to commence in Offer Shares within ten business days
of allotments and share and tax certificates are expected to be
despatched within 14 business days of allotments.
-- The dates set out in the expected timetable above may be adjusted by
Apollo, in which event details of the new dates will be notified through
a Regulatory Information Service.
Offer Statistics
Costs of Offer Up to 7.5% of gross proceeds of Offer
Initial adviser charge Up to 4.5% of gross proceeds of Offer
or intermediary
commission
Ongoing adviser charge Up to 0.5% per annum of the latest NAV of gross sums
or annual ongoing invested in the Offer for up to 9 years
charge
-- The cost of the Offer is capped at 7.5%. Octopus has agreed to indemnify
Apollo against the costs of the Offer in excess of this amount.
Related Party Transaction
In connection with the Offer, Octopus will receive a fee of up to 5.5%
of the gross proceeds received by Apollo under the Offer (comprising an
initial charge of 3.0% of the gross funds raised and an initial
commission of up to 2.5% of gross funds raised from investors who have
not invested their money through a financial intermediary ("Direct
Investors")) and an additional ongoing charge of 0.5% of the net asset
value of the investment amount received by Apollo from Direct Investors,
payable for up to nine years, provided the Direct Investors continue to
hold their Offer shares.
The above arrangement falls within Listing Rule 11.1.10 R.
Copies of the Prospectus and Circulars will shortly be available for
inspection at the National Storage Mechanism, which is located at:
http://www.morningstar.co.uk/uk/NSM
and on the Company's website:
http://www.octopusinvestments.com
For further information please contact:
Nicola Board
Company Secretary
0207 776 8663
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Octopus Apollo VCT plc via Globenewswire
(END) Dow Jones Newswires
November 04, 2016 12:50 ET (16:50 GMT)
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