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11 Mar 2016 16:49
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR south africa OR any jurisdiction in which the same could be unlawful. the information contained herein does not constitute an offer of securities for sale in any jurisdiction, including in the united states, CANADA, australia, japan OR south africa.
BARONSMEAD VCT 3 PLC
11 MARCH 2016
ISSUE OF NEW SHARES IN CONNECTION WITH THE RECONSTRUCTION AND WINDING UP OF BARONSMEAD VCT 4 PLC AND OFFER FOR SUBSCRIPTION
Issue of New Shares pursuant to the Scheme
The Board of Baronsmead VCT 3 plc (the "Company") refers to the circular and prospectus published by the Company on 27 January 2016 in connection with, inter alia, the participation of the Company in the proposed scheme for the reconstruction and winding up of Baronsmead VCT 4 plc ("BVCT4").
The Board is pleased to announce that, following the passing of the resolutions at the general meeting of BVCT4 earlier today, the Company will acquire £70.68 million of assets of BVCT4 in consideration for the issue of New Shares to BVCT4 Shareholders. The portfolio of assets acquired is identical to the Company's current portfolio, with the exception of one unquoted investment and the investment in Wood Street which are held by the Company, but not BVCT4.
The number of New Shares to be issued to BVCT4 Shareholders under the BVCT4 Scheme will be based on the adjusted Net Asset Value of an Ordinary Share (the "FAV per Ordinary Share") and the adjusted Net Asset Value of a BVCT4 Share (the "FAV per BVCT4 Share"). The FAV per Ordinary Share and the FAV per BVCT4 Share were calculated as at close of business on 29 February 2016. The FAV per Ordinary Share was 103.94 pence and the FAV per BVCT4 Share was 96.58 pence. Accordingly, BVCT4 Shareholders will receive approximately 0.92919 New Shares for every BVCT4 Share.
Applications have been made for the New Shares to be issued pursuant to the Scheme to be admitted to the Official List (with a Premium Listing) and to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market. It is expected that Admission will occur and dealings will commence in the New Shares to be issued pursuant to the Scheme at 8.00 a.m. on 16 March 2016.
Issue of New Shares pursuant to the Offer
The Board is also pleased to announce that the Company has raised gross proceeds of £10 million pursuant to the Offer set out in the prospectus.
New Shares issued under the Offer will be issued at an issue price of 107.2 pence. The issue price has been calculated by dividing the Company's latest published Net Asset Value of 103.94 pence as at 29 February 2016 by 0.97 in accordance with the pricing formula set out under the Offer.
Applications have been made for the New Shares to be issued pursuant to the Offer to be admitted to the Official List (with a Premium Listing) and to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market. It is expected that Admission will occur and dealing will commence in the New Shares to be issued pursuant to the Offer at 8.00 a.m. on 16 March 2016. A further announcement is expected to be made on 15 March 2016 with respect the number of New Shares allotted under the Offer.
Changes to the Board
Following approval of the Proposals, Robert Owen and Malcolm Groat have joined the board of the Company as non-executive directors, with immediate effect. In addition, Gillian Nott OBE and Andrew Karney have retired as Directors of the Company. Save for as disclosed in the Prospectus, there are no other details to be disclosed pursuant to Listing Rule 9.6.13 in relation to this Board appointment. A copy of the Prospectus is available for inspection at the National Storage Mechanism, which is located at http://www.morningstar.co.uk/uk/NSM.
Change of Name
Following the Merger, the Company expects to change its name to "Baronsmead Second Venture Trust plc" on 14 March 2016. Trading is expected to commence on 15 March 2016 under the new name. The Company's ticker, ISIN and SEDOL will remain the same.
Definitions
Terms defined in the circular published by the Company dated 26 January 2016 have the same meanings in this announcement unless the context requires otherwise.
Further information
For further information please contact.
Michael Probin - VCT investor relationsLivingbridge VC LLP020 7506 5796
Notes
This announcement is for information purposes only and does not purport to be full or complete and any decision regarding the Proposals should be made only on the basis of the Circular and the Prospectus.
This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investment in any jurisdiction, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.
The issue and the distribution of this announcement, the Circular and/or the Prospectus in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to this announcement, the Circular and/or the Prospectus comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.