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26 Mar 2013 14:04
Maven Income and Growth VCT 4 PLC
Results of Shareholder Meetings and Share Capital Consolidation
26 March 2013
This announcement is made by Maven Income and Growth VCT 4 PLC ("the Company") in connection with (i) the proposed consolidation of its share capital ("Share Consolidation") and (ii) the proposed merger of the Company with Ortus VCT PLC ("Ortus"), which will be completed pursuant to a scheme of reconstruction under Section 110 of the Insolvency Act 1986 whereby Ortus will transfer all of its assets and liabilities to the Company in consideration of shares being issued by the Company ("the Scheme"), details of which were contained in the Company's circular to shareholders ("Circular") and prospectus ("Prospectus") both dated 1 March 2013.
Results of the General Meeting and Class Meetings
The Board is pleased to announce that at the general meeting and class meetings of the Company held on 26 March 2013, the resolutions proposed in connection with the Share Consolidation and the Scheme and other matters, as set out in the Circular, were duly passed on a show of hands.
Details of the resolutions passed at the general meeting are as follows:
·; Resolution 1 to: (i) authorise the directors to allot shares pursuant to the share consolidation; (ii) redesignate each S ordinary share of 10p each ("S Shares") as an ordinary share of 10p each ("Ordinary Shares") and (iii) amend the articles of association of the Company to remove any reference to S Shares as a separate class of shares - 97.59% of proxy votes received being in favour (or at the chairman's discretion);
·; Resolution 2 to: (i) approve the acquisition of all of the assets and liabilities of Ortus VCT PLC; (ii) amend the articles of association of the Company to provide for the rights attaching to, and the conversion of, C ordinary shares; (iii) authorise the directors to allot shares pursuant to the Scheme and (iv) authorise the buyback of deferred shares- 96.49% of proxy votes received being in favour (or at the chairman's discretion);
·; Resolution 3 to approve a change to the investment policy as detailed in Part V of the Circular - 98.91% of proxy votes received being in favour (or at the chairman's discretion);
·; Resolution 4 to: (i) authorise the directors to allot shares; (ii) disapply pre-emption rights and (iii) authorise the Company to make market purchases of shares - 98.74% of proxy votes received being in favour (or at the chairman's discretion);
·; Resolution 5 to: (i) authorise the cancellation of the amount standing to the credit of the share premium account as at the date an order is made the court and (ii) authorise the cancellation of the amount standing to the credit of the capital redemption reserve as at the date an order is made the court - 100% of proxy votes received being in favour (or at the chairman's discretion).
The resolutions passed at the Ordinary Share class meeting approved the passing of Resolution 1 and 2 at the general meeting and sanction any modification of the rights of the Ordinary Shares resulting therefrom - 97.06% and 97.06% of proxy votes received being in favour (or at the chairman's discretion), respectively.
The resolutions passed at the S Share class meeting approved the passing of Resolution 1 and 2 at the general meeting and sanction any modification of the rights of the S Shares resulting therefrom - 81.80% and 81.80% of proxy votes received being in favour (or at the chairman's discretion), respectively.
A copy of the resolutions passed at the meetings will shortly be available for inspection on both the Company's website (www.mavencp.com) as well as at the National Storage Mechanism (www.morningstar.co.uk/uk/NSM).
Share Consolidation
Pursuant to the Share Consolidation, 804,028new S Shares have been issued today to the holders of S Shares on the Company's register on 25 March 2013 (this being the record date for the Share Consolidation). Application has been made to the UK Listing Authority for such shares to be admitted to the premium segment of the Official List, which is expected to take place on 27 March 2013.
Pursuant to Resolution 1 which was passed at the general meeting, immediately following the admission of such new S Shares to the Official List, all the S Shares then in issue in the capital of the Company will be redesignated as Ordinary Shares on a ratio of one to one. As a result, following completion of the Share Consolidation, holders of S Shares will hold 1.1528 Ordinary Shares for every S Share held on the record date for the Share Consolidation.
Applications will be made to the UK Listing Authority and London Stock Exchange in connection with the listing and admission of the new Ordinary Shares resulting from the Share Consolidation (and cancellation of the S Shares listing) which is expected to take effect on 28 March 2013. CREST accounts of shareholders who hold their Shares in CREST are expected to be updated and re-credited by 28 March 2013, with replacement share certificates dispatched to those who hold their share in certificated form expected to take place on 10 April 2013.
Following completion of the Share Consolidation, 15,225,880 Shares will be in issue. Therefore, the total number of voting rights in the Company will be 15,225,880, which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FSA's Disclosure and Transparency Rules.
For further enquiries please contact:
Maven Capital Partners UK LLP
0141 306 7400
enquries@mavencp.com