Northern Venture Trust Regulatory News (NVT)

24 Feb 2005 11:26

Northern Venture Trust PLC24 February 2005 For immediate release on 24 February 2005Northern Venture Trust PLC (the "Company") Tender Offer The Company is posting today a letter from the Chairman inviting Shareholders totender Ordinary Shares for purchase by the Company. In addition, Shareholdersare being given the opportunity to subscribe for further Ordinary Shares if theyso wish. Accompanying the letter are a Tender Offer Form and an offer forsubscription application form. The full text of the Chairman's letter is set out below: "Introduction On 1 February 2005 I wrote to you to ask for your support in relation toproposals to extend the Company's life, to authorise the Company to purchaseOrdinary Shares through a tender offer to Shareholders and to authorise theCompany to issue Ordinary Shares for cash by means of top-up offers to existingShareholders and new investors. I am pleased to inform you that theseresolutions were all passed with a substantial majority at the EGM of theCompany held earlier today. The purpose of this document is to set out the terms and conditions of theTender Offer together with the procedure for tendering Ordinary Shares, detailsof which can be found in the accompanying Tender Form. In addition, followingthe extension of the life of the Company some Shareholders may wish to increasetheir investment in the Company whilst taking advantage of the enhanced incometax relief presently available for investment into VCTs. Accordingly anapplication form to subscribe for new Ordinary Shares also accompanies thisletter. Summary of the Tender Offer Shareholders are now able to decide whether to tender some or all of theirOrdinary Shares within the overall limit of the Tender Offer. The key points of the Tender Offer are as follows: • the Tender Offer is open to Qualifying Shareholders only; • the Tender Offer is for up to 10 per cent of the Company's currentissued Ordinary Share capital representing 3,950,490 Ordinary Shares; • Qualifying Shareholders will be entitled to have up to 10 per centof their holdings (the ''Basic Entitlement'') repurchased by the Company underthe Tender Offer. They will also be able to request the repurchase ofadditional Ordinary Shares, but such requests will only be satisfied, on a prorata basis, to the extent that other Qualifying Shareholders do not tender fortheir full Basic Entitlement; • Ordinary Shares will be acquired at the Tender Price, being a pricerepresenting a discount of 5 per cent to the latest published net asset value ofthe Company on 21 March 2005. The unaudited net asset value per Ordinary Shareas at 28 February 2005 will be announced during the first week in March; and • completion of the purchase by the Company from QualifyingShareholders of Ordinary Shares under the Tender Offer shall be deemed to takeplace on 22 March 2005 and will therefore fall within the 2004/05 tax year. Reasons for the Tender Offer As is the case with many other VCTs, the Company's Ordinary Shares have oftensuffered from a lack of liquidity in the market. In response to this theCompany has at each annual general meeting since 1997 sought renewal of itsauthority to purchase up to 10 per cent of its issued Ordinary Shares in themarket for cancellation. During the year ended 30 September 2004 the Companypurchased 521,400 Ordinary Shares, representing 1.3 per cent of the totalOrdinary Shares in issue at the beginning of the year. Following the passing of the resolution at the EGM for the Company to continueas a VCT, the Directors acknowledge that some Shareholders may now wish to havethe opportunity to dispose of part or all of their investment in the Company.Your Board is now able to provide an opportunity for Shareholders to dispose ofOrdinary Shares at a narrow discount to the underlying net asset value, andwithout incurring dealing costs. Terms of the Tender Offer Under the Tender Offer, Shareholders are entitled to sell up to 10 per cent oftheir Ordinary Shares. They may tender to sell more or less than this number.To the extent that they tender to sell a number less than or equal to 10 percent of their shareholding, their tender will be satisfied in full subject tosatisfaction of the conditions relating to the Tender Offer. To the extent thatthey tender to sell more than 10 per cent of their holding, the excess will bereduced on a pro rata basis to the extent that the total number of OrdinaryShares validly tendered to the Company under the Tender Offer exceeds 10 percent of the Company's entire issued Ordinary Share capital. Full details aregiven in the Tender Form accompanying this letter. Shareholders should note that, if they have deferred a capital gain throughinvestment in the Ordinary Shares which they are tendering in the Tender Offer,that capital gain may crystallise depending on their circumstances and becomechargeable at the prevailing rate of capital gains tax. Where the OrdinaryShares disposed of constitute a qualifying disposal (for example where variouscriteria, including where such shares were not acquired in excess of thepermitted maximum for any year of assessment, are met) then no tax should becharged on the disposal. If the disposal is not a qualifying disposal thenincome tax may be payable on the amount (if any) by which the Tender Priceexceeds the amount paid on subscription for or acquisition of the OrdinaryShares. If the Ordinary Shares were subscribed for less than 3 years ago thenany income tax relief claimed on subscription or in relation to dividendsreceived on such Ordinary Shares may, in whole or part, be clawed back.Shareholders who are in any doubt as to their own taxation position or who areresident or otherwise subject to taxation in a jurisdiction outside the UK,should consult their own professional advisers. Calculation of the Tender Price For the purposes of the Tender Offer, the price payable to QualifyingShareholders in respect of each Ordinary Share purchased under the Tender Offeris a discount of 5 per cent to the latest published net asset value per OrdinaryShare on 21 March 2005, subject to a minimum of par value (25p per OrdinaryShare). It is intended to announce the unaudited net asset value per OrdinaryShare of the Company as at 28 February 2005 during the first week in March. Byway of example and based on the audited net asset value of the Company as at 30September 2004 of 89.6p per Ordinary Share, the Tender Price would be 85.1p. Overseas persons The attention of all Shareholders is drawn to paragraph 17 of the section headed''Terms and Conditions of the Tender Offer'' of the accompanying Tender Form andto the other relevant provisions of the Tender Form. It is the responsibility of all Shareholders to satisfy themselves as to theobservance of any legal requirements in their jurisdiction, including, withoutlimitation, any relevant requirements in relation to the ability of suchShareholders to complete and return a Tender Form. Tender Forms Shareholders will find accompanying this document a Tender Form for use by themin connection with the Tender Offer. Shareholders who wish to tender some orall of the Ordinary Shares registered in their name on 21 February 2005 (the ''Record Date'') should complete the Tender Form in accordance with theinstructions printed thereon and in the section headed ''Terms and Conditions ofthe Tender Offer'' and return it by post or by hand (during normal businesshours) to the Receiving Agent, by no later than 5.00pm on 21 March 2005. Aprepaid envelope is enclosed for this purpose. In addition, Shareholders who hold Ordinary Shares in certificated form shouldreturn their Ordinary Share certificate(s) (at their own risk) in respect of theOrdinary Shares tendered with the Tender Form. Shareholders who hold OrdinaryShares in CREST should comply with the procedures set out in the Tender Form inrespect of transferring uncertificated Ordinary Shares to escrow through CREST. Shareholders who do not wish to sell Ordinary Shares in the Tender Offer shouldnot return their Tender Forms. A Tender Form once lodged may not be withdrawn. Offer for subscription The Board believes that some Shareholders may, now that the life of the Companyhas been extended, wish to subscribe for new Ordinary Shares in the Company, soproviding the Company with further funds for investment whilst taking advantageof the enhanced level of income tax relief at 40 per cent available to investorsin VCTs until 5 April 2006. Therefore it is intended that your Company willraise further cash for investment of up to approximately £8 million by way of aseries of small top-up offers to Shareholders and members of the public, as wellas through the Company's dividend investment scheme. An application form isenclosed for those Shareholders wishing to subscribe for the new Ordinary Sharesin the Company available from the authority granted to the Company byShareholders at the EGM held today. The first offer will be available until 3.00pm on 5 April 2005, for Shareholderswishing to subscribe in the 2004/05 tax year, or until 3.00pm on 28 April 2005,for Shareholders wishing to subscribe in the 2005/06 tax year. Applicationsfrom existing Shareholders under the offer will be given priority over thosefrom the general public until 10 March 2005, following which all applicationswill be considered on a first come first served basis. The offer will be openuntil the earlier of the dates given above or when valid applications have beenreceived for 3,950,489 Ordinary Shares, representing approximately 10 per centof the issued share capital of the Company. The Ordinary Shares under the offer will be issued at a price calculated on thebasis of a pricing formula, which is based on the latest published net assetvalue per Ordinary Share of the Company on the business day prior to allotmentdivided by 0.95, to allow for issue costs of 5 per cent, rounded up to thenearest whole penny per Ordinary Share. The number of Ordinary Shares allotted to each applicant will be determined bythe amount subscribed divided by the issue price as determined by the formulaset out above, rounded up to the nearest Ordinary Share. Subscription moniesnot used to acquire Ordinary Shares will be refunded. As an indication, based on the latest audited net asset value of 89.6p as at 30September 2004, new Ordinary Shares would be issued at 95p per Ordinary Share.The final issue price may be higher or lower than this and it will be determinedby the latest published net asset value on the business day prior to allotment. For example, a 5 per cent uplift in net asset value would result in an issueprice of 99p per Ordinary Share but a 5 per cent fall in net asset value wouldresult in an issue price of 88p per Ordinary Share. Setting the issue price inaccordance with a pricing formula avoids any dilution in the net asset valueattributable to each existing Ordinary Share when new Ordinary Shares are issuedunder the offer. Any new Ordinary Shares so issued will rank pari passu in all respects with theexisting Ordinary Shares and will rank for all dividends which are both declaredand paid following Admission. Application will be made for Admission of any newOrdinary Shares issued under the authority and it is proposed that Admissionwill be effected at the earliest practicable opportunity for each tranche ofOrdinary Shares so issued. In each case, it is envisaged that definitive sharecertificates (unless such shares are to be uncertificated In which case the newOrdinary Shares will be credited to the relevant Shareholder's CREST account) inrespect of any Ordinary Shares issued under the proposed issues will bedespatched within 21 days of Admission. No temporary documents of title will beissued. Ordinary Shares so issued may be dematerialised at the option of therecipients and entered on the CREST system as the existing Ordinary Sharespresently are." Expected Timetable of Events Announcement of Tender Offer and offer for subscription 24 February 2005 Record date for the Tender Offer 21 February 2005 Shareholders' priority for subscription for new Ordinary Shares expires 10 March 2005 First allotment of Ordinary Shares under the offer for subscription 14 March 2005 Latest time and date for receipt of Tender Forms 5.00pm on 21 March 2005 Announcement of take-up level under the Tender Offer 22 March 2005 Latest time and date for receipt of application forms for subscription in the 3.00pm on 5 April 20052004/05 tax year Settlement date for the Tender Offer: Cheques despatched and assured payments 11 April 2005made through CREST Latest time and date for receipt of application forms for subscription in the 3.00pm on 28 April 20052005/06 tax year Definitions In this announcement, unless the context otherwise requires, the followingexpressions bear the following meanings: "Admission" admission of Ordinary Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities "Basic Entitlement" the entitlement of each Qualifying Shareholder to tender in the Tender Offer up to 10 per cent of the Ordinary Shares registered in such Qualifying Shareholder's name on the Record Date "Company" Northern Venture Trust PLC "CREST" the computerised settlement system to facilitate the transfer of title to securities in uncertificated form operated by CRESTCo Limited "CREST Member" a person who has been admitted to CrestCo Limited as a system member (as defined in the Uncertificated Securities Regulations 1995 (SI1995 No. 95/3272)) "CREST Participant" a person who, in relation to CREST, is a system-participant (as defined in the Uncertificated Securities Regulations 1995 (SI1995 No. 95/3272)) "Directors" or "Board" the directors of the Company "EGM" the extraordinary general meeting of the Company held on 24 February 2005 at the offices of SJ Berwin at 222 Gray's Inn Road, London WC1X 8XF "London Stock Exchange" London Stock Exchange plc "Member Account ID" the identification code or number attached to any member account in CREST "Ordinary Shares" ordinary shares of 25p each in the capital of the Company "Participant ID" the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant "Qualifying Shareholders" the Shareholders other than those who have registered addresses in or who are citizens or residents of the United States, Canada, Australia or Japan "Receiving Agent" Lloyds TSB Registrars of The Causeway, Worthing, West Sussex BN99 6DA "Record Date" close of business on 21 February 2005 "Shareholders" holders of Ordinary Shares "Tender Form" the tender form issued by the Company for use by Shareholders in connection with the Tender Offer "Tender Offer" the invitation by the Company to Shareholders to tender Ordinary Shares on the terms and the conditions accompanying the Tender Form "Tender Price" the price per Ordinary Share representing a discount of 5 per cent to the latest published net asset value of the Company on 21 March 2005, subject to a minimum of 25p per Ordinary Share "VCT" a venture capital trust as defined in section 842AA of the Income and Corporation Taxes Act 1988 (as amended) Enquiries: Alastair Conn or Chris MellorNorthern Venture Managers LimitedTel: 0191 244 6000 ENDS This information is provided by RNS The company news service from the London Stock Exchange