Unicorn AIM VCT PLC Update on Proposed Acquisition of Assets (6056D)
27 Oktober 2015 - 4:00PM
UK Regulatory
TIDMUAV
RNS Number : 6056D
Unicorn AIM VCT PLC
27 October 2015
Unicorn AIM VCT plc ("the Company")
Update on Proposals with RAVCT
Further to the announcement made on 17 July 2015, the Board is
pleased to announce that terms have now been agreed with Rensburg
Aim VCT plc ("RAVCT") to merge RAVCT into the Company by way of a
scheme of reconstruction.
RAVCT will first undertake a tender offer to RAVCT shareholders
of up to GBP5 million ("the RAVCT Tender Offer") and, if required
to reduce RAVCT's net assets, the payment by RAVCT of a special
dividend to the RAVCT shareholders ("RAVCT Special Dividend").
RAVCT will then be put into members' voluntary liquidation and the
remaining assets and liabilities of RAVCT will be transferred to
the Company in exchange for the issue of new shares in the capital
of the Company ("New Shares") to those persons who remain RAVCT
shareholders after the Tender Offer ("the Scheme").
The Scheme will be implemented on a relative net asset basis.
Unicorn Asset Management Limited, the Company's investment manager,
has agreed to meet all of the costs relating to the Scheme (other
than RAVCT termination costs payable to RAVCT directors and
advisers). RAVCT is a VCT with the majority of its qualifying
investments in AiM companies, many of which the Company is already
invested in. The Scheme will result in increasing the net assets of
the Company to approximately GBP135 million (based on the
aggregated unaudited net assets of the Company and RAVCT as at 30
September 2015 and assuming the RAVCT Tender Offer is taken up in
full). The Company will also increase its holdings in those
companies the Company already has investments in, as well as the
acquisition of other qualifying investments. The Board is also
pleased to advise that the requisite HMRC clearances have been
received to proceed with the Scheme.
The approval of RAVCT shareholders is required in order to
implement the proposals and RAVCT has today posted a circular to
the RAVCT shareholders convening general meetings to seek such
approvals ("the RAVCT Circular"). A copy of the RAVCT Circular will
be shortly available for inspection from RAVCT's website at
www.rensburgaimvct.co.uk and the national storage mechanism at
www.morningstar.co.uk/uk/NSM.
Due the value of the net assets to be acquired from RAVCT
(expected to be approximately GBP9.1 million if the RAVCT Tender
Offer is fully subscribed and based on RAVCT's net assets as at 30
September 2015) and the current shareholder authorities in place
for the Company, further authority from the Company's shareholders
is not required to implement the Scheme. An acquisition on this
basis is also expected to be outside the provisions of The City
Code on Takeovers and Mergers.
Application will be made for the admission of such new ordinary
shares to the Official List of the UK Listing Authority and to
trading on the main market of the London Stock Exchange. It is
expected that such admission will take place on 13 January 2016,
being the day following the second general meeting of RAVCT
Shareholders to give final approval to the proposals.
The expected timetable for implementation of the Scheme is as
follows:
RAVCT first general meeting 27 November 2015
------------------------------------ -----------------
Scheme calculation date 11 January 2015
------------------------------------ -----------------
RAVCT second general meeting 12 January 2015
------------------------------------ -----------------
Effective date for the transfer 12 January 2015
of the assets and liabilities
of RAVCT to the Company and the
issue of New Shares pursuant
to Scheme
------------------------------------ -----------------
Announcement of the results of 12 January 2015
the Scheme
------------------------------------ -----------------
Admission of the New Shares issued 13 January 2015
pursuant to the Scheme to become
effective and dealings to commence
------------------------------------ -----------------
For further information, please contact:
Unicorn Asset Management Limited
Chris Hutchinson
Telephone: 020 7253 0889
Email: info@unicornam.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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