Albion En. Vct Regulatory News (AAEV)

23 Nov 2007 15:49

Close Enterprise VCT PLC23 November 2007 Close Enterprise VCT PLC 23 November 2007 Further Offer for Subscription for New Shares Close Enterprise VCT PLC announces a further offer for subscription of up to 20million New Shares. A prospectus in connection with the Further Offer has beenpublished today. A circular has also been published seeking shareholder approval for Proposals toraise up to a further £20 million, before expenses, by way of an offer forsubscription of up to 20 million New Shares. This will enable further growth anddiversification of the Company's investment portfolio, as well as creatinggreater economies of scale due to the spreading of fixed overhead costs. Both the Directors and the Manager now consider that an increase in the capitalbase of the Company would offer existing Shareholders a number of advantages, asfollows: (i) the fixed overhead costs of the Company will relate to a larger asset baseand the economies of scale which will result should increase both the Company'sprofitability and the dividends payable to Shareholders. The target dividend perShare is anticipated to increase to 3.5p per Share once the funds have beenfully invested. This should not, however, be regarded as a forecast of dividendsor profits; (ii) the increase in size of the Company and the number of Shares in issueshould lead to greater liquidity in the market for its Shares; and (iii) the Company will be able to make more VCT Qualifying Investments, and as aresult, there will be a wider spread of investments within the Company thanwould otherwise be the case. As the Company has only recently completed its first fundraising and is not yetfully invested, it is not considered necessary to introduce a separate class ofshares for the purposes of the Further Offer. Investment of the Further Offer proceeds Shareholders should be aware that the Finance Act 2007 introduced changes to VCTlegislation for funds raised by VCTs after 5 April 2007. These include certainprovisions that are more restrictive than the previous rules, in particular thatnew VCT funds may not invest in companies that have more than 50 full-timeemployees. The funds raised through the issue of the New Shares will be invested so as tocomply with these rules. Although the Ordinary Shares and the New Shares willrank pari passu in all respects (other than in respect of the entitlement to thefirst dividend in respect of the 2008/09 financial year expected to be paid inAugust 2008) the cash available for investment resulting from the Further Offerwill be allocated to investments which qualify under the new VCT rules. TheManager estimates that, of the investments it has made over the past three yearswhich qualified under the VCT rules in place under the previous legislation,around 85 per cent. by value would have qualified under the new legislation. It is the Company's policy, over the medium term, to create a strong andpredictable dividend stream, by supplementing dividends derived from investmentincome with distributions from realised capital profits. This policy will beapplied to the New Shares. Details of the Further Offer The Further Offer will be available both to existing investors in the Companyand to new investors. New Shares will be issued at 100 pence per Share. However,if the Net Asset Value per existing Ordinary Share is greater than 100 pence orless than 90 pence when New Shares are allotted, the Further Offer Price per NewShare, may, with effect from the date on which an announcement on a RegulatoryInformation Service is made, change to a pricing formula (the "Pricing Formula"), which is: the Net Asset Value of an Ordinary Share on the business day priorto allotment divided by 0.945 (to allow for issue costs of 5.5 per cent.),rounded up to the nearest half penny per New Share. If the Pricing Formula applies, the number of New Shares allotted will bedetermined by the amount subscribed divided by the Further Offer Price ascalculated using the Pricing Formula rounded down to the nearest New Share.Subscription monies not used to acquire New Shares, as a result of theapplication of the Pricing Formula, will not be refunded but retained forinvestment for the benefit of all Shareholders. In the event that the Pricing Formula has been utilised for allotment during theFurther Offer period and the Net Asset Value of an Ordinary Share subsequentlymoves back into the 90 pence to 100 pence range on the business day prior to anallotment then the Further Offer Price per New Share shall revert back to 100pence per New Share. Applications received on or before the date on which an announcement is madethat the Further Offer Price will move to a Net Asset Value basis will beallotted at a Further Offer Price of 100 pence. Setting the Further Offer Pricein accordance with the Pricing Formula avoids any dilution in the Net AssetValue attributable to each existing Ordinary Share when the New Shares areissued. Application will be made to the UK Listing Authority for the New Shares to beadmitted to the Official List and to the London Stock Exchange for admission totrading on the London Stock Exchange's market for listed securities. The New Shares issued pursuant to the Further Offer will rank pari passu in allrespects with the Ordinary Shares (other than in respect of the entitlement tothe first dividend in respect of the 2008/09 financial year). The prospectus is available to download from http://www.closeventures.co.uk.Copies of the Prospectus are available at: Close Ventures Limited Close Investments Limited10 Crown Place 10 Exchange SquareLondon EC2A 4FT Primrose Street London EC2A 2BY Expected Timetable: Annual General Meeting 2.30 pm 19 December 2007 Extraordinary General Meeting Immediately following the AGM Subscription for Further Offer opens 19 December 2007 Final closing for the Further Offer 12 noon, 4 April 2008 Commencement of dealings in the New 7 April 2008Shares Copies of the Circular and Prospectus have been submitted to the UK ListingAuthority and will shortly be available for inspection at the UK ListingAuthority's Document Viewing Facility which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel. no. 020 7066 1000 Enquiries: Patrick Reeve Managing Director Close Ventures Limited 020 7422 7830 Katie Standley/Jane Lewis Winterflood Investment Trusts 020 3100 0297/0295 Roddi Vaughan-Thomas Peregrine Communications 020 7822 2303 Capitalised terms shall bear the meanings given to them in the Company'sProspectus and Circular each dated 23 November 2007 unless the context otherwiserequires. This information is provided by RNS The company news service from the London Stock Exchange