29 Mar 2023 15:29
New Century Aim VCT Plc
Dear Shareholder,
I have pleasure in sending notice of an Extraordinary General Meeting (EGM) for shareholders of New Century Aim VCT Plc (the Company) which will be held at Brownheath Park, Gregory Lane, Durley SO32 2BS on Tuesday 25th April 2023 at 12.00 pm.
The business to be considered at the EGM is detailed in this document along with explanatory notes and appendices for the resolutions set out in this notice.
Background
In September 2022, shareholders voted for an orderly wind down of the company. At the time the fund held approximately 80 investments. We have reduced the number of quoted investments down to just 6 which are valued at around £330,000. In doing so, we concentrated on the sale of securities in loss making companies where we saw a possibility of those companies coming back to the Market for more cash. This involved selling what we considered to be the riskiest and least marketable investments first. The core holdings which we are now left with are all in companies that are trading profitably and are of much higher quality.
We now have cash of around £1.436 million which we would like to pay to shareholders. Unfortunately, this is not possible as we have exhausted our distributable reserves. Should we put the company into members voluntary liquidation (MVL), it will then be possible to distribute our cash reserves to shareholders. This is one of the main reasons why we would urge shareholders to vote in favour of winding up the fund. Assuming the winding up proposals are voted in favour by at least 75% of the votes cast, it would be the intention of the directors to pay a distribution of at least 18p per share.
The Board is also concerned about difficulties in selling shares in the company. At present the current bid price (selling price) of the shares is 1p while the offered price (buying price) is 50p. Trading in the shares is very infrequent and anyone wishing to sell their shares is unlikely to be able to sell them except at a substantial discount to their net asset value. The last reported net asset value as at the 31st January 2022 was 23.05p per share, much of which was represented by cash. Even after the cost of winding up the company, it seems likely that the best way to maximise shareholder value would be to wind up the company.
Under HMRC rules, once a VCT enters into an MVL, it can continue to retain VCT status for tax purposes for three years. It is our belief that the remaining holdings can be realised well within this three year period. Remaining as a quoted VCT, it would be difficult to maintain its VCT status which is another reason why we would urge shareholders to vote for the winding up of the fund. We have not issued new shares within the past 5 years and thus the exiting shareholders will not lose their VCT tax reliefs as a result.
With the fund now at a much smaller size, we no longer consider it to be commercially viable for the directors to run it as a small registered Alternative Investment fund (AIF).
In order to enter into an MVL, we need the support of at least 75% of the shares voted, to be in favour of winding up the fund which is why we urge you to vote in favour.
The directors are currently in discussions with qualified insolvency practitioners and should the requisite vote to wind up the VCT be carried, it would be the intention of the Board to make a Declaration of Solvency and commence winding down. With a view to maximising the realisation proceeds for shareholders, the directors would assist the liquidators in the sale of the remaining holdings.
The liquidator will be responsible for settling all accounts payable and will also be responsible for arranging the payment of cash to the registrars for distribution to shareholders.
Board Recommendation
Given the small size of the fund, the difficulty in selling its shares, the wide spread between the bid and offered prices and the wish to pay out the cash reserves by means of distributions to shareholders, the Board unanimously recommend voting in favour of winding up the fund.
The Directors are aware that there are certain unquoted investments that they believe only have a nominal value. Purely to simplify and speed up the liquidation process we propose to donate these to charity. To help expedite the winding up of VCT, the Directors would urge you to vote in favour of this donation.
Michael Barnard and Spencer Crooks the Directors intend to vote in favour of the resolutions.
Michael Barnard directly or indirectly holds 2,189,684 shares in the Company which is 27.86% of the issued share capital.
Spencer Crooks directly or indirectly holds 68,714 shares in the Company which is 0.87% of the issued share capital.
EGM
Shareholders are urged to register their proxy votes by return of the Form of Proxy which has been sent to shareholders. Please return your forms by post or email as soon as possible and in any event prior to 12.00 pm on the 21st April 2023. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.
The formal business of the meeting will include special resolutions to voluntarily wind up the Company and to donate any unquoted shares to charity.
The Board appreciates that beyond voting on the formal business of the meeting, the EGM also serves as a forum to raise questions and comments to the Board. Should shareholders wish to ask the Board any questions prior to the EGM, we request that they do so by email by 12.00 pm on 21st April 2023 to:
mdbarnard@hotmail.co.uk
The voting result of the resolutions put before the EGM will be announced as soon as possible following the EGM.
Thank you for your continued support.
Yours sincerely,
Michael Barnard
Chairman
30th March 2023
Notice of Extraordinary General Meeting.
Notice is hereby given that an extraordinary general meeting of New Century Aim VCT Plc will be held at Brownheath Park, Gregory Lane, Durley SO32 2BS on Tuesday 25thApril 2023 at 12.00 pm for the following purposes:
SPECIAL BUSINESS
To consider, and if thought fit, pass the following resolutions as Special Resolutions.
1. WINDING UP OF THE COMPANY
To voluntarily wind up the Company
2. TO DONATE ANY UNQUOTED INVESTMENTS IN THE FUND TO CHARITY.
By Order of the Board Registered Office:
Brownheath Park
Gregory Lane
Durley SO32 2BS
30th March 2023
NOTES
A member entitled to attend and vote at the extraordinary general meeting may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member.
A form of proxy is enclosed which, to be effective, must be completed and delivered to the registrars of the company, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD or emailed to info@nevilleregistrars.co.uk so as to be received by no later than 48 hours (excluding non-working days) before the time the extraordinary general meeting is scheduled to begin. The completion and return of the form will not affect the right of a member to attend and vote at the extraordinary general meeting.
Only those members registered in the Company’s register of members at close of business on 8 May 2023 (or, if the extraordinary general meeting is adjourned, close of business on the date which is two business days before the adjourned extraordinary general meeting) shall be entitled to attend and vote at the extraordinary general meeting.
As at close of business on 29th March 2023 (being the latest practicable date prior to publication of this Notice), the Company’s issued share capital comprised 7,860,937 Ordinary Shares and the total number of voting rights in the Company were 7,860,937, accordingly. The Company holds no shares in treasury.
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