28 Mar 2013 15:47
Neptune Calculus Income and Growth VCT plc
Publication of circular relating to an enhanced buyback and a top up offer (the "Offers")
Posting of Report and Accounts for year ended 31 December 2012
The board of directors ("Board") of Neptune Calculus Income and Growth VCT ("the Company") is today sending out a circular ("Circular") to shareholders in relation to an enhanced buyback ("Enhanced Buyback") and top up offer ("Top up Offer") and is also posting its report and accounts for the year ended 31 December 2012.
The Enhanced Buyback
Conditional on the passing of certain resolutions at the Annual General Meeting convened for 30 May 2013, the Board is offering to shareholders on the register on 8 April 2013 ("Existing Shareholders") the opportunity to sell their ordinary shares ("Existing Shares") back to the Company and subscribe for new ordinary shares in the Company ("Substitution Shares"). Up to 5,505,661 Substitution Shares (representing approximately 48.5 per cent of the Company's issued ordinary shares) will be issued on the basis described below. Subject to shareholders' personal circumstances, 30 per cent VCT income tax relief will be available on the amount subscribed for Substitution Shares.
Existing Shares may be sold back to the Company under the Enhanced Buyback at a price equal to approximately 100 per cent of the most recently published net asset value of an Existing Share (adjusted, where appropriate, for the proposed final dividend for the year ended 31 December 2012 ("the final dividend")). Substitution Shares may be subscribed under the Enhanced Buyback at a price equal to approximately 103 per cent of the most recently published net asset value of a share (adjusted, where appropriate, for the proposed final dividend for the year ended 31 December 2012) (the "NAV"). An Existing Shareholder who wishes to apply to subscribe for Substitution Shares must apply for Substitution Shares in batches of 97 Substitution Shares for every 100 Existing Shares sold back to the Company. If applications are received from Existing Shareholders for a number of Substitution Shares which in aggregate exceeds the threshold of 5,505,661, then each application will be scaled back pro-rata to the number of Substitution Shares applied for. The Closing Date for the Enhanced Buyback is 28 May 2013, or such later date as the Board may decide. It is expected that Substitution Shares will be allotted on 10 June 2013.
The Top up Offer
Also subject to shareholder approval, the Board is offering to Existing Shareholders the opportunity to subscribe for up to 1,135,188 new ordinary shares in the Company ("Top Up Shares") in order to raise additional capital for investment purposes. The price of the Top Up Shares (the "Top Up Price") will be determined by reference to the pricing formula: Top Up Price = NAV/X - where X is the NAV less the 3 per cent costs of the Top Up Offer and any relevant commission or adviser charge relating to that Existing Shareholder, divided by the NAV. The Top Up Offer is being made to Existing Shareholders on a "first come first served basis". Any applications received after the 10 per cent threshold has been reached will be returned to the applicant. The Closing Date for the Top Up Offer is 28 May 2013 or such later date as the Board may decide. It is expected that Top Up Shares will be allotted on 10 June 2013.
The Offers
The Enhanced Buyback Scheme is independent of the Top Up Offer. An Existing Shareholder may, therefore, participate in the Enhanced Buyback without applying under the Top Up Offers. Similarly Existing Shareholders can apply under the Top Up Offer without participating in the Enhanced Buyback.
The Substitution Shares and the Top up Shares (the "New Shares") will rank pari passu in all respects with the Existing Shares from the date of issue. It is expected that listing on the Official List will be effective and dealings in the New Shares will commence five Business Days following allotment.
Further details of the Offers, including the relevant terms and conditions, are set out in the Circular and accompanying application form.
Availability of Documents
The Circular has been submitted to the Financial Services Authority and the Circular and the report and accounts will shortly be available for inspection at the National Storage Mechanism, which is located at: http://www.hemscott.com/nsm.do
and on the Company's website: http://www.calculuscapital.com
Enquiries: John Glencross 020 7493 4940
Lesley Watkins 020 7493 4940
Neptune-Calculus Income and Growth VCT plc