Proposal to Merge Ventus 2 VCT & Ventus 3 VCT
February 09 2010 - 5:30AM
UK Regulatory
TIDMVEN2 TIDMVEN3
RNS Number : 8665G
Ventus 2 VCT PLC
09 February 2010
Recommendation of a Proposal to Merge Ventus 2 VCT plc & Ventus 3 VCT plc
Recommendation of a proposal to merge Ventus 3 VCT plc ("Ventus 3") and Ventus 2
VCT plc ("Ventus 2") by way of a scheme of reconstruction of Ventus 3 pursuant
to Section 110 of the Insolvency Act 1986 (the "Scheme").
Summary
The Boards of directors of Ventus 2 and Ventus 3 have written to shareholders to
recommend a proposal that Ventus 2 and Ventus 3 merge on the terms of a scheme
of reconstruction set out in the Prospectus dated 8 February 2010.
The creation of a single, larger VCT is expected to bring significant advantages
to both sets of shareholders, namely:
- greater flexibility in dealing with the proposed changes to the
Listing Rules outlined below;
- a reduction in the annual running costs of the enlarged company when
compared to the combined running costs of each separate VCT; and
- potentially increased dividends in the future due to the increased
size and reduced running costs of the enlarged company.
Background to the proposal
VCT rules
Ventus 2 was launched in 2006 as part of a joint offering with Ventus 3. At the
time there were significant structural advantages to a joint offer in terms of
the amounts that Ventus 2 and Ventus 3 could invest in aggregate in an investee
company. Specifically, Ventus 2 and Ventus 3 were then able to invest, in
aggregate, up to GBP2 million and (along with Ventus) a total of GBP3 million
per investee company in any tax year. This meant that Climate Change Capital,
the investment manager of Ventus 2 and Ventus 3, needed to identify fewer
qualifying investment opportunities in order to fully invest the funds raised
and had greater flexibility to structure investments. The VCT rules have now
changed such that the maximum an investee company can receive from funds raised
by VCTs since 6 April 2007 is GBP2 million per tax year. As such, the benefits
of the structure have now been eroded and there is no longer an advantage to
operating a third VCT. There is however an incremental cost in operating a third
VCT.
Changes to the Listing Rules
The Listing Rules governing the constitution of VCT boards of directors will
change in September 2010. Specifically, the definition of "independent" with
respect to directors of VCTs will change. It has always been the case that a VCT
board was required to have a majority of directors who were independent of the
investment manager as well as an independent chairman. From September 2010
however, a director of a VCT will not be considered independent with respect to
that VCT if he or she is also a director of another VCT managed by the same
investment manager. At present, each of the Ventus VCTs has the same board of
directors. This will need to change in order to comply with the new Listing
Rules.
Having two rather than three VCTs will allow the Ventus funds more flexibility
in adapting to the changes in the Listing Rules and will minimise the disruption
to their board compositions. Further, it is expected that compliance with the
new Listing Rules whilst maintaining a third VCT would result in an increase in
costs across the Ventus funds.
How the Merger works
The merger will involve Ventus 3 shareholders resolving to place Ventus 3 into
members' voluntary liquidation. Ventus 3, whilst in liquidation, will transfer
all of its assets and liabilities to Ventus 2 in exchange for new shares, which
will be issued to Ventus 3 shareholders. The number of new shares will be
determined on the basis of the relative net assets of the ordinary share pools
of Ventus 2 and Ventus 3, adjusted in accordance with the Scheme. As such, the
Scheme is not intended to be dilutive but should be of benefit to the
shareholders of Ventus 2 and Ventus 3 in that it could 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, Ventus 3's
listing will be cancelled and Ventus 3 will be subsequently wound up.
The Scheme is conditional upon the approval by the Ventus 2 and 3 shareholders
of resolutions to be proposed at general meetings.
Expected timetable for Ventus 2
+--------------+-----------+
| Latest | 3.00 |
| time | pm on |
| for | 5 |
| receipt | March |
| of | 2010 |
| forms | |
| of | |
| proxy | |
| for the | |
| General | |
| Meeting | |
+--------------+-----------+
| | |
+--------------+-----------+
| General | 3.00 |
| Meeting | pm on |
| | 8 |
| | March |
| | 2010 |
+--------------+-----------+
| | |
+--------------+-----------+
| Calculation | after |
| Date | 5.00 |
| | pm on |
| | 16 |
| | March |
| | 2010 |
+--------------+-----------+
| | |
+--------------+-----------+
| Effective | 17 |
| Date for | March |
| the | 2010 |
| transfer | |
| of the | |
| assets | |
| and | |
| liabilities | |
| of Ventus 3 | |
| to the | |
| Company and | |
| the issue | |
| of New | |
| Shares to | |
| Ventus 3 | |
| Shareholders | |
+--------------+-----------+
| | |
+--------------+-----------+
| Announcement | 17 |
| of the | March |
| results of | 2010 |
| the Scheme | |
+--------------+-----------+
| | |
+--------------+-----------+
| Admission | 24 |
| of and | March |
| dealings | 2010 |
| in the | |
| New | |
| Shares to | |
| commence | |
+--------------+-----------+
| | |
+--------------+-----------+
| Certificates | 7 |
| for the New | April |
| Shares | 2010 010 |
| despatched | |
| to Ventus 3 | |
| Shareholders | |
+--------------+-----------+
Expected timetable for Ventus 3
+---------------+----------+
| Date | 19 |
| from | February |
| which | 2010 |
| it is | |
| advised | |
| that | |
| dealings | |
| in | |
| Ventus 3 | |
| Shares | |
| should | |
| only be | |
| for cash | |
| settlement | |
| and | |
| immediate | |
| delivery | |
| of | |
| documents | |
| of title | |
+---------------+----------+
| Latest | |
| time | 2.30 |
| for | pm on |
| receipt | 5 |
| of | March |
| forms | 2010 |
| of | |
| proxy | |
| for the | |
| Ventus | |
| 3 First | |
| General | |
| Meeting | |
+---------------+----------+
| Ventus | |
| 3 | 2.30 |
| First | pm on |
| General | 8 |
| Meeting | March |
| | 2010 |
+---------------+----------+
| Latest | |
| time | 10.00 |
| for | am on |
| receipt | 15 |
| of | March |
| forms | 2010 |
| of | |
| proxy | |
| for the | |
| Ventus | |
| 3 | |
| Second | |
| General | |
| Meeting | |
+---------------+----------+
| Record | 16 |
| Date | March |
| for | 2010 |
| Ventus | |
| 3 | |
| Shareholders' | |
| entitlements | |
| under the | |
| Scheme | |
+---------------+----------+
| Ventus | 5.00 |
| 3 | pm on |
| Register | 16 |
| of | March |
| Members | 2010 |
| closed | |
+---------------+----------+
| Calculation | after |
| Date | 5.00 |
| | pm on |
| | 16 |
| | March |
| | 2010 |
+---------------+----------+
| Dealings | 8.00 |
| in | am on |
| Ventus 3 | 17 |
| Shares | March |
| suspended | 2010 |
+---------------+----------+
| Ventus | |
| 3 | 10.00 |
| Second | am on |
| General | 17 |
| Meeting | March |
| | 2010 |
+---------------+----------+
| Effective | 17 |
| Date for | March |
| the | 2010 |
| transfer | |
| of the | |
| assets | |
| and | |
| liabilities | |
| of Ventus 3 | |
| to the | |
| Company and | |
| the issue | |
| of New | |
| Shares | |
+---------------+----------+
| Announcement | 17 |
| of the | March |
| results of | 2010 |
| the Scheme | |
+---------------+----------+
| Cancellation | 24 |
| of the | March |
| Ventus 3 | 2010 |
| Shares' | |
| listing | |
+---------------+----------+
Notifications to shareholders
Ventus 2 shareholders will shortly receive a circular to convene a general
meeting of Ventus 2 on 8 March 2010 at which shareholders will be invited to
approve the Ventus 2 board's recommendation that the merger proceed.
Ventus 3 shareholders will also receive a circular to convene the general
meetings of Ventus 3 which will be held on 8 March 2010 and 17 March 2010.
Again, the shareholders will be invited to approve the Ventus 3 board's
recommendation that the merger proceed. Ventus 3 shareholders will also receive
a copy of a Prospectus dated 8 February 2010 which describes the matters
relevant to Ventus 2 in connection with the issue of Ventus 2 shares to Ventus 3
shareholders should the Scheme progress.
Copies of the Circulars and Prospectus have been submitted to the UK Listing
Authority and will be available shortly for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade Canary Wharf London
E14 5HS
For further information, please contact:
Matthew Ridley, Climate Change Capital on 020 7939 5350
or
Daniel Cremin, Climate Change Capital on 020 7939 5319
This information is provided by RNS
The company news service from the London Stock Exchange
END
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