12 Jan 2012 11:54
Ventus 2 VCT plc
12 January 2012
Share Offer and Tender Offer
The Directors of Ventus VCT plc ("the Company") are pleased to announce their intention to have the Company raise up to £10,000,000 by way of an issue of new ordinary shares ("the Share Offer"). In connection with the Share Offer, the Company will be proposing to undertake a tender offer to purchase up to 12,000,000 ordinary shares from existing ordinary shareholders ("the Tender Offer"). The Company, jointly with Ventus VCT plc, will publish a prospectus relating to the Share Offer and a circular relating to the Tender Offer. The circular will set out resolutions to be proposed at a general meeting of the Company to approve the Share Offer and Tender Offer, as well as a proposal to extend the life of the Company from 2014 and 2018. The prospectus and circular are both currently under review by the UKLA and are expected to be approved and available for public distribution in late January or early February 2012.
The Share Offer will be for up to £10,000,000 of new ordinary shares at a price equal to the Company's unaudited net asset value per ordinary share most recently announced to the London Stock Exchange, plus 5% to allow for issue costs. The Share Offer will be open to existing ordinary shareholders of the Company as well as to new investors. The Tender Offer, for up to 12,000,000 ordinary shares, will enable an existing ordinary shareholder to sell his or her ordinary shares back to the Company at a price per share equal to the Company's unaudited net asset value per ordinary share most recently announced to the London Stock Exchange, subject to the ordinary shareholder applying the full proceeds of his or her share sale to subscribe for new ordinary shares under the Share Offer. An ordinary shareholder who participates in the Tender Offer will be given additional ordinary shares in the Company equal to 3% of the amount subscribed with proceeds from the Tender Offer, such that the net issue costs borne by an existing ordinary shareholder who participates in the Share Offer and the Tender Offer will be approximately 2% of the unaudited net asset value of the shares tendered. An ordinary shareholder participating in the Tender Offer will also be entitled to subscribe for new ordinary shares in addition to the new ordinary shares acquired with his or her proceeds from the Tender Offer, with such additional ordinary shares being priced at the Company's unaudited net asset value per ordinary share plus 5%.
Ordinary shareholders who sell their ordinary shares back to the Company will be subscribing for new ordinary shares which will carry relief from income tax of up to 30%, but which will also carry the requirement to hold the new ordinary shares for five years from the date of subscription. The Company has obtained confirmation from HMRC that individuals who subscribe for ordinary shares in the Share Offer will, subject to their personal circumstances, be eligible for the 30% income tax relief on the amount subscribed for the new shares, whether as new investors or as existing ordinary shareholders participating in the Tender Offer. Ordinary shareholders who acquired their shares in the Company's ordinary share top-up offer in 2009 should be aware that they would forfeit their tax relief from the original purchase of the ordinary shares if they were to participate in the Tender Offer. The Tender Offer will not be applicable to the Company's "C" Shareholders.
The Directors believe that the proposed Share Offer and Tender Offer will be in the best interests of the Company as new ordinary shares issued under the Share Offer will serve to re-establish the long-term nature of the Company's funding. The Directors further believe that the Tender Offer should have the effect of reducing the discount to NAV at which the Company's ordinary shares trade in the market.
A further announcement will be made when the prospectus in respect of the Share Offer and the circular in respect of the Tender Offer have been approved by the UKLA and are available for public distribution.