24 Feb 2012 12:37
Ventus 2 VCT plc
24 February 2012
Tender Offer and Share Offer; Outlook
The Directors of Ventus 2 VCT plc ("the Company") are pleased to provide an update in relation to the Company's offer of new ordinary shares of 25p each to raise up to £10,000,000 ("the Share Offer") and the Company's tender offer to purchase up to 14,000,000 ordinary shares from existing ordinary shareholders ("the Tender Offer"), both of which were announced on 3 February 2012. An ordinary shareholder participating in the Tender Offer will be able to sell his or her ordinary shares back to the Company at a price per share equal to the Company's net asset value ("NAV") per ordinary share most recently announced to the London Stock Exchange at the time of purchase (adjusted for any dividends paid subsequent to such announcement), divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny, 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. The price per ordinary share under the Share Offer will be equal to the Company's NAV per ordinary share most recently announced at the time of subscription (adjusted for any dividends paid subsequent to such announcement).
In order to have the necessary accounting reserves to complete the Tender Offer, the Company recently cancelled the share premium accounts of its ordinary shares and added the cancelled amount to the existing special reserve of the ordinary share fund. At the same time, the Company also cancelled the share premium accounts of its "C" shares and created a special reserve for the "C" share fund. As part of cancelling the share premium accounts and in order to comply with section 838 of the Companies Act 2006, the Company has filed unaudited non-statutory interim accounts dated 14 February 2012 with the Registrar of Companies. Pursuant to those accounts, the NAV of the ordinary share fund of the Company at 14 February 2012 stood at £15,111,000 or 61.6p per ordinary share (31 August 2011: £14,624,000 or 59.6p per ordinary share; 28 February 2011: £18,629,000 or 75.9p per share). The NAV of the "C" share fund of the Company at 14 February 2012 stood at £10,403,000 or 91.8p per "C" share (31 August 2011: £10,510,000 or 92.8p per "C" share; 28 February 2011: £10,468,000 or 92.4p per "C" share).
The Company does not plan to publish a further new NAV for the ordinary share fund between now and the closing dates of the Tender Offer and Share Offer. If, as planned, no further new NAV for the ordinary share fund is published, the tender price under the Tender Offer will be 58.4p per ordinary share (equal to latest published NAV per ordinary share as adjusted for dividends subsequently paid, divided by 1.055, rounded up to the nearest tenth of a penny), and the offer price under the Share Offer will be 61.6p per ordinary share (equal to latest published NAV per ordinary share as adjusted for dividends subsequently paid). An ordinary shareholder who participates in the Tender Offer will be given additional ordinary shares in the Company equal to 3.5% of the amount subscribed with proceeds from the Tender Offer, such that the net offer price for ordinary shares acquired with proceeds of the Tender Offer will be approximately 59.5p per share.
Since the Share Offer and Tender Offer were first announced by the Company on 12 January 2012, the discount to NAV at which the Company's ordinary shares have traded in the market has narrowed from approximately 39% on 11 January 2012 to the current level of approximately 25%.
The Company's new investment manager, Temporis Capital LLP (the "Manager"), has now been in place for just over five months, during which time the Ventus investment management team has been reinvigorated and reinforced. The Directors have instructed the Manager to focus new investment on the lower-risk end of the wind and hydro sectors. The Manager is actively managing the portfolio, which could create realisation opportunities and improve liquidity. The Directors are positive about the work both completed to date and in progress.
The Directors are committed to the Company continuing as an investor in the renewable energy sector on a long-term basis. The Manager is focusing on increasing NAV and the level of dividends in both share funds. The Directors intend to consider ordinary share repurchases if and when there is sufficient liquidity, as the Directors consider the Company's ordinary shares to be an attractive investment at the current levels of discount to NAV.
For the year ending 29 February 2012, the Directors anticipate that the Company will be able to declare a final dividend of 2.0p to 2.5p per ordinary share and a final dividend of approximately 1.0p per "C" share. On 11 January 2012, the Company paid an interim dividend of 1.0p per "C" share. The Company did not pay an interim dividend to ordinary shareholders