Albion Kay Vct Regulatory News (KAY)

28 Jun 2005 14:41

QUESTER VCT PLC, QUESTER VCT 2 PLC AND QUESTER VCT 3 PLCMerger of Quester VCT plc ("Quester VCT"), Quester VCT 2 plc ("VCT2") andQuester VCT 3 plc ("VCT3")28 June 2005Today the High Court sanctioned the Scheme of Arrangement for the merger ofQuester VCT, VCT2 and VCT3. Under the terms of the Scheme, the FAVs werecalculated as at the close of business on 23 June 2005. The FAV of Quester VCTwas 43.39p per Quester VCT share, the FAV of VCT2 was 44.47p per VCT2 share andthe FAV of VCT3 was 42.59p per VCT3 share respectively.VCT2 shareholders on the register at the close of business on 27 June 2005 willreceive 1,024 New VCT1 Shares for every 1,000 VCT2 shares held by them and soon in proportion for any greater or lesser number of VCT2 shares held. VCT3shareholders on the register at the close of business on 27 June 2005 willreceive 981 New VCT1 Shares for every 1,000 VCT3 shares held by them and so onin proportion for any greater or lesser number of VCT3 shares held. Fractionalentitlements will not be issued. Entitlements of VCT2 shareholders and VCT3shareholders will be rounded down to the nearest whole New VCT1 Share.It is expected that dealings in the New VCT1 Shares will commence on 29 June2005 subject to the Scheme becoming effective. The New VCT1 Shares will rankpari passu with those currently in issue. Share certificates for the New VCT1Shares will, where appropriate, be posted to shareholders by 13 July 2005.Following the Merger, Quester VCT will have 122,686,172 ordinary shares inissue.Defined terms in this announcement shall have the same meaning as in theListing Particulars and Circulars to shareholders issued by Quester VCT, VCT2and VCT3 on 20 May 2005.EnquiriesQuester Capital Management Limited John Spooner 020 7222 5472 Andrew Holmes Martin Williams Nabarro Wells & Co. Limited Robert Lo 020 7710 7400 Nigel Atkinson AGM Corporate Finance LLP Allan Treacy 01223 422 396 John Ayton Noble & Company Limited Ben Thomson 0131 225 9677 John Philipsz 020 7763 2200 The directors of Quester VCT accept responsibility for the information relatingto Quester VCT and its directors contained in this document. To the best of theknowledge and belief of such directors (who have taken all reasonable care toensure that such is the case), the information relating to Quester VCT and itsdirectors contained in this document, for which they are solely responsible, isin accordance with the facts and does not omit anything likely to affect theimport of such information.The directors of VCT2 accept responsibility for the information relating toVCT2 and its directors contained 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 VCT2 and its directors containedin this document, for which they are solely responsible, is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation.The directors of VCT3 accept responsibility for the information relating toVCT3 and its directors contained 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 VCT3 and its directors containedin this document, for which they are solely responsible, is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation.Noble & Company Limited, Nabarro Wells & Co. Limited and AGM Corporate FinanceLLP are acting exclusively for Quester VCT, VCT2 and VCT3 respectively and forno one else in connection with the matters described herein and will not beresponsible to anyone other than Quester VCT, VCT2 and VCT3 respectively forproviding the protections afforded to clients of Noble & Company Limited,Nabarro Wells & Co. Limited and AGM Corporate Finance LLP, nor for providingadvice in relation to the matters described herein.ENDQUESTER VCT PLC