Albion Crown Regulatory News (CRWN)

12 Jan 2006 17:03

Murray VCT 3 PLC12 January 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOAUSTRALIA, CANADA, JAPAN, OR THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENTDOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL, PURCHASE, EXCHANGE ORSUBSCRIBE FOR ANY SECURITIES OR SOLICITATION OF SUCH AN OFFER IN THE UNITEDSTATES OF AMERICA OR ANY OTHER JURISDICTION. THE SECURITIES REFERRED TO IN THISANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATESSECURITIES ACT OF 1933, AS AMENDED, AND WILL NOT BE OFFERED OR SOLD IN THEUNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. 12 January 2006 Murray VCT 3 PLC (the "Company")Merger Up-Date and Tender Offer Merger The Directors are pleased to announce that the High Court has today sanctionedthe Scheme of Arrangement for the merger of the Company, Murray VCT PLC andMurray VCT 2 PLC. Under the terms of the Merger, the VCT FAV, the VCT 2 FAV andthe VCT 3 FAV have been calculated as at the close of business on 9 January 2006and are as follows: VCT FAV 29.3611pVCT 2 FAV 35.1025pVCT 3 FAV 41.2527p Accordingly, under the terms of the Merger and conditional upon the Mergerbecoming effective: (i) The number of New Shares each VCT Shareholder will receive will becalculated by dividing the VCT FAV by the VCT3 FAV and multiplying the resultantfraction by the number of VCT shares held at 6.00 p.m. on 12 January 2006. VCTShareholders will therefore receive, in aggregate, 18,171,364 New Shares; and (ii) The number of New Shares each VCT2 Shareholder will receive will becalculated by dividing the VCT2 FAV by the VCT3 FAV and multiplying theresultant fraction by the number of VCT2 shares held at 6.00 p.m. on 12 January2006. VCT 2 Shareholders will therefore receive, in aggregate, 27,975,839 NewShares. Where the total number of New Shares to be issued to a holder of VCT Shares orVCT 2 Shares produces a fractional entitlement, the number of New Shares to beissued to such person shall be rounded down to the nearest whole number of NewShares. The total number of New Shares to be listed on the Official List of the UKLA inconnection with the Merger is 46,147,203. The Merger remains conditional on, inter alia, Admission, which is expected tobecome effective on 13 January 2006. A further announcement will be madetomorrow. Tender Offer For the purposes of the Tender Offer, the Tender Price per Share is 41.2527p.3,702,781 Shares have today been purchased by the Company in connection with theTender Offer and are being held in treasury. Following the purchase of the3,702,781 Shares, the total number of treasury shares held by the Company willbe 3,702,781. The issued share capital of the Company less the total number ofShares held in treasury will be 36,249,889 Shares and, following admission ofthe New Shares, will be 82,397,092 Shares. The definitions set out on pages 6 to 9 of the Company's Circular dated 18November 2005 shall, unless the context otherwise requires, bear the samemeanings in this announcement. Enquiries Patrick Reeve 020 7422 7830Emil Gigov 020 7422 7830Close Venture Management Limited Todd Nugent 0131 226 7011Noble Grossart Limited, financial advisers to the Company John West 020 7920 3150Clemmie CarrTavistock Communications The directors of the Company accept responsibility for the information relatingto the Company and its directors in this document. To the best of the knowledgeand belief of such directors (who have taken all reasonable care to ensure thatsuch is the case), the information relating to the Company and its directorscontained in this document, for which they are solely responsible, is inaccordance with the facts and does not omit anything likely to affect the importof such information. Noble Grossart Limited is acting exclusively for the Company and for no one elsein connection with the Merger and will not be responsible to anyone other thanthe Company for providing the protections afforded to clients of Noble GrossartLimited nor for providing advice in relation to the Merger. This information is provided by RNS The company news service from the London Stock Exchange