3 Oct 2014 17:18
Pembroke VCT plc
New share offer
Following the success of its first offer of Ordinary Shares, the Board of Pembroke VCT plc (the "Company") is pleased to confirm proposals (the "Proposals") for a new B Ordinary Share offer (the "Offer") of up to 25 million B Ordinary Shares, with an over-allotment facility of up to 10 million B Ordinary Shares.
The Company has today published a circular (the "Circular") to shareholders convening a shareholder general meeting (the "General Meeting") to be held at 3 Cadogan Gate, London SW1X 0AS at 3.00pm on 3 November 2014 at which resolutions will be put to Ordinary Shareholders to approve (a) the creation of the new B Ordinary Shares and the adoption of new articles of association to provide for the new share class, (b) the issue of the new B Ordinary Shares, (c) the adoption of the performance incentive arrangements in respect of the new B Ordinary Shares; (d) the payment of a promoter fee in relation to the B Ordinary Share Offer and (e) the granting of authority to the directors of the Company to buy back B Ordinary Shares in the market.
The Company has also today published a prospectus (the "Prospectus") in relation to the Offer of the new B Ordinary Shares. Both the Circular and Prospectus will be sent to existing shareholders. Copies of the Circular and Prospectus are available from Oakley Investment Managers LLP, 3 Cadogan Gate, London SW1X 0AS, 0207 766 6900.
The B Ordinary Shares would be a separate class of share, distinct from the existing Ordinary Shares, and with distinct rights to a separate pool of assets and liabilities. It is expected that the new share offer will be available for subscription from 3 October 2014, conditional on shareholder approval at the General Meeting, inviting investment in either or both of the 2014/15 and 2015/16 tax years.
Subject to shareholder approval at the General Meeting, the Offer of B Ordinary Shares is expected to become unconditional with effect from 3 November 2014 (the date of the General Meeting) and will close not later than 12.00pm on 2 April 2015 in respect of the 2014/2015 Offer and not later than 5.00pm on 1 September 2015 in respect of the 2015/2016 Offer, or as soon as the Offer is fully subscribed. The Directors, in their absolute discretion may decide to close the Offer early. Application has been made for the admission of the new B Ordinary Shares to listing on the premium section of the UKLA's Official List and to trading on the main market of the London Stock Exchange. It is expected that new B Ordinary Shares will be issued throughout the period of the Offer until it closes.
As stated above, at the General Meeting the Company will seek shareholder approval for (i) the payment of a promoter's fee to Palmer Capital LLP (being a commission of 2.0 % of the aggregate value of accepted applications for the B Ordinary Shares received under the Offer) and (ii) the Company entering into an amendment agreement to the existing investment management agreement with Oakley Investment Managers LLP (the investment manager of the Company) in relation to the new performance incentive in respect of the B Ordinary Shares. In relation to these matters, Palmer Capital LLP and Oakley Investment Managers LLP respectively is each considered a related party of the Company under the Listing Rules.
The first offer was launched in February 2013 and closed for subscriptions in January 2014. Together with a subsequent top-up offer, the Company raised in excess of £18 million. To date the Company has invested £12.5 million to a diverse portfolio of 19 investments and expects to be fully invested later this year.
The Proposals are intended to benefit both existing Ordinary Shareholders and new B Ordinary Shareholders by ring-fencing the assets and liabilities relating to each share class which should avoid any dilution of the rights of the existing Ordinary Shareholders in respect of the existing invested portfolio.
Subscription for new B Ordinary Shares in the Company will provide the B Shareholders with access to a private equity type investment strategy, replicating the existing approach of the Company, whilst benefiting from the tax benefits available to investors in VCTs.
A copy of the Prospectus is available, free of charge, from the registered office of the Company.
Copies of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website:
http://www.morningstar.co.uk/uk/NSM
For further information, please contact:
Pembroke VCT plc+44 (0) 20 7766 6900Peter Dubens / Andrew Wolfson
The City Partnership (UK) Limited, Company Secretary+44 (0) 131 243 7210Robin Smeaton
FTI Consulting+44 (0) 20 7831 3113Edward Bridges / Emily Hartman