NBV Noble Vct

RNS Number:1862P
Noble VCT PLC
03 March 2008



Noble VCT plc ("Noble" or the "Company")

Change of investment adviser and possible merger pursuant to a s.110 scheme of
reconstruction

In the announcement of the Company's interim results on 29 November last year,
the Board of Noble ("Board") stated that it was continuing to review the
Company's investment management arrangements.  Integral to this was
consideration of performance, future investment strategy and evaluation of
issues relating to risk management.  To assist in this process the Board engaged
BDO Stoy Hayward LLP to provide independent advice.  The review process was
concluded recently and the Board's view is that it would be in the best
interests of shareholders to seek a significant increase in the amount invested
in unquoted, later stage companies as a proportion of the overall portfolio.  In
addition to this priority, the Board also confirmed its view that it would be in
the best interests of shareholders if the Company became able substantially to
increase its funds under management.

Since completing the review the Board and Noble Fund Managers Ltd ("NFM") have
together endeavoured to reach agreement on the appropriate future investment
strategy for Noble and its implementation.  It became apparent that significant
differences of opinion existed over this, particularly the Board's desire to
increase significantly the proportion invested in unquoted companies. In order
to enable the Board to pursue its desired strategy for the Company, NFM has
tendered its resignation as fund adviser. The Board has accepted this
resignation with effect from 31 March 2008.

The Board has been in discussions with other potential advisers and is pleased
to announce that Foresight Group LLP ("Foresight Group") has agreed to take over
the role as investment adviser from 1 April 2008. NFM and Foresight Group have
agreed to effect an orderly handover of the management contract to ensure the
interests of shareholders are protected in this transition period. Additionally,
Foresight Group (through its subsidiary, VCF Fund Managers Limited) will take on
the administration and company secretarial duties currently undertaken by Noble
Corporate Management Limited ("NCM") as at the same date. A termination payment
has been agreed with NFM and with NCM to cover any claims by NFM and  NCM under
all agreements with the Company. Foresight Group has agreed that its future fees
will be abated by an equivalent amount to avoid the Company paying additional
investment management, administration and company secretarial fees in effecting
these changes.

The Board believes that Foresight Group has established a leading position in
the management of venture capital trusts ("VCTs") and in particular has a strong
reputation in making qualifying unquoted investments.  Foresight Group maintains
a policy of, where possible, co-investing over the VCTs and EIS fund it
currently manages.  This will bring to the Company the benefit of being able to
participate in investment in more substantial unquoted investment opportunities,
many of which will be at a later stage of development and where Foresight Group
will act as the lead investor.  The Board feels that this will allow the desired
investment strategy to be implemented for the Company's investment policy. 
Foresight Group has experience of taking over the management of established
VCTs, having assumed the management of two VCTs from Advent Fund Managers
Limited in 2004. These VCTs, now named Foresight 3 VCT plc ("Foresight 3") and
Foresight 4 VCT plc,  produced net asset value total returns of 19% and 9%
respectively in the 12 months ended 31 December 2007. The Board intends to post
a circular to Noble shareholders as soon as possible to propose resolutions to
ratify the appointment of Foresight Group and change the name of the Company to
Enterprise VCT plc. 

The discussions with Foresight Group have also encompassed the possibility of
merging the Company with Foresight 3. The principal terms of such a merger have
been agreed with the board of Foresight 3, subject to approval by shareholders
of the Company and Foresight 3. Such a merger would represent an increase of
over 100 per cent. on the existing funds in the Company.  In addition, Foresight
3 has a significant proportion of cash in its portfolio and the Board believes
that liquidity is an important asset when operating in current market
conditions.  The intention is that any merger would be completed pursuant to a
s.110 scheme of reconstruction under the Insolvency Act 1986 by transferring the
assets of Noble to Foresight 3 in consideration for Foresight 3 'c' shares being
issued to Noble shareholders. A merger on this basis will be outside the
provisions of The City Code on Takeovers and Mergers.

If the Board is unable to present Noble shareholders with a proposal for merger
within the coming three months, the Board anticipates submitting to Noble
shareholders for their approval, details of proposed revisions to the Company's
investment management arrangements, including performance incentive arrangements
for Foresight Group. 

The Board is appreciative of the manner in which NFM and  NCM have worked with
the Company in the past and in particular during the period of this review and
would like to take this opportunity to thank the Noble Group for all its
services since the Company was first established.

Enquiries:

John Gregory (Chairman, Noble): 01296 682 751

John Stephan (BDO Stoy Hayward LLP): 0121 352 6200

BDO Stoy Hayward LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Noble and for no one
else in relation to the advice described in this announcement and will not be
responsible to any other persons for the protections afforded to clients of BDO
Stoy Hayward LLP in relation to the advice or other matters referred to in this
announcement.

  




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

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