TIDMMAV4 TIDMMAVS TIDMMAV4
RNS Number : 0886Z
Maven Income & Growth VCT 4 PLC
01 March 2013
JOINT ANNOUNCEMENT
MAVEN INCOME AND GROWTH VCT 4 PLC ("MIG 4")
ORTUS VCT PLC ("ORTUS")
1 MARCH 2013
RECOMMENDED PROPOSALS TO CONSOLIDATE MIG 4 SHARE CLASSES, MERGE
MIG 4 AND ORTUS (TOGETHER THE "COMPANIES" AND EACH A "COMPANY") (TO
BE COMPLETED PURSUANT TO SECTION 110 OF THE INSOLVENCY ACT 1986
("IA 1986")), ISSUE NEW MIG 4 ORDINARY SHARES PURSUANT TO AN OFFER
FOR SUBSCRIPTION AND RELATED MATTERS
SUMMARY
The boards of MIG 4 and Ortus announced on 31 October 2012 that
they has entered into discussion to merge the Companies (both of
which are managed by Maven Capital Partners UK LLP ("Maven")) and
further announced on 13 February 2013 that terms of the merger had
been agreed in principle. The MIG 4 board also announced the
intention to consolidate the MIG 4 ordinary share and S share
classes into one class of share prior to the proposed merger and
raise further funds pursuant to an offer for subscription of MIG 4
ordinary shares. Both boards are pleased to advise that they are
today writing to set out the proposals to their respective
shareholders for consideration.
The proposals will, if effected and assuming the offer is fully
subscribed, result in an enlarged MIG 4 ("Enlarged Company") with
net assets of over GBP30 million.
The two existing share classes in MIG 4 have, to date, been
managed as separate pools. In light of the proposed merger of the
Companies, the MIG 4 board believes that a consolidation of the two
share class pools prior to the merger of the Companies taking
effect would be in the best interests of all shareholders. The
share consolidation will, if approved, see the MIG 4 S shares pool
being merged into the MIG 4 ordinary shares pool on a relative net
asset value basis.
It is then proposed to merge the Companies, pursuant to which
Ortus will be placed into members' voluntary liquidation pursuant
to a scheme of reconstruction under Section 110 of IA 1986
("Scheme"). The merger will be completed on a relative net asset
value basis.
Ortus has a portfolio of venture capital investments made before
Aberdeen Asset Managers Limited was appointed as its investment
manager in December 2006, followed by Maven in 2009, ("Legacy
Assets"). Ortus also has a newer investment portfolio, made after
the appointment of Aberdeen and then Maven ("New Portfolio
Assets"), which are all common to those currently held in the MIG 4
ordinary share and S share pools.
Whilst the Ortus Legacy Assets will fall within MIG 4's
investment policy, assuming the merger is effected, they were
acquired pursuant to a slightly different investment focus as a
result of the strategy pursued by Ortus' former investment manager.
The boards have, therefore,agreed that the Legacy Assets, together
with a proportionate amount of other Ortus assets and liabilities
("Legacy Pool"), will merge into a new MIG 4 C shares pool, whilst
Ortus' New Portfolio Assets, together with a proportionate amount
of other Ortus assets and liabilities ("New Portfolio Pool"), will
merge into the existing MIG 4 ordinary share pool. As a result,
Ortus shareholders will receive both new MIG 4 ordinary shares and
new MIG 4 C shares pursuant to the merger. The new MIG 4 C share
pool will be managed separately for approximately two years before
being merged into the MIG 4 ordinary shares.
The objective of both boards is to ring-fence the Legacy Assets
for two reasons: first, because this will protect the interests of
MIG 4 shareholders who do not have an exposure to a legacy
portfolio; and second, to protect the interests of Ortus
shareholders by ensuring that they receive the full benefit of the
sale proceeds should the Legacy Assets be sold during the two year
life of the C Share pool. Maven will be incentivised to realise the
maximum value from the Legacy Assets during that two year period
and the MIG 4 Board will determine whether the proceeds of any such
sale should be distributed to the MIG 4 C Shareholders and/or
co-invested alongside the MIG 4 ordinary share pool and other VCTs
managed by Maven.
The MIG 4 board has also decided to take the opportunity to
raise up to GBP5 million through an offer for subscription of up to
6 million new MIG 4 ordinary shares ("Offer").
MIG 4 also intends to take the opportunity to amend its articles
of association, change its investment policy and increase its
distributable reserves (subject to the sanction of the Court).
Further details of the proposals are set out below.
The proposals are conditional upon the approval by the
shareholders of MIG 4 and of Ortus (as relevant). As a result, MIG
4 has convened a general meeting and class meetings for 25 March
2013 and Ortus has convened general meetings for 25 March 2013 and
3 April 2013.
BACKGROUND
Both Companies have essentially the same overall investment
objective and policy of achieving long term capital appreciation
and generating maintainable levels of income by building a
diversified portfolio of companies across a range of sectors and
industries.
VCTs are required to be traded on a European Union/European
Economic Area regulated market. The
Companies are listed on the premium segment of the Official List
of the UK Listing Authority, which involves a significant level of
listing costs as well as related fees to ensure they comply with
all relevant legislation. A larger VCT should, therefore, be better
placed to spread such running costs across a larger asset base,
facilitate better liquidity management and, as a result, may be
able to maximise investment opportunities and sustain a higher
level of dividends to shareholders over its life.
In September 2004, regulations were introduced allowing VCTs to
be acquired by, or merge with, each other without prejudicing the
VCT tax reliefs obtained by their shareholders. A number of VCTs,
including Ortus, have taken advantage of these regulations to
create larger VCTs for economic and administrative
efficiencies.
With the above in mind, the boards of the Companies entered into
discussions to consider a merger of the Companies to create a
single larger VCT. The aim of the MIG 4 board is to expand the size
of its company and improve shareholder value. As a result, the MIG
4 board expects the share class consolidation, merger and the Offer
to achieve, among other things, strategic and scale benefits
through the creation of an enlarged VCT.
MIG 4 SHARE CONSOLIDATION
Although MIG 4's ordinary shares and S shares have, to date,
been managed as separate pools, they pursue the same investment
strategy and have now broadly completed their initial investment
phases. In light of the merger with Ortus, and to create
administrative efficiencies, the MIG 4 board believes it would be
in the best interests of MIG 4 shareholders to consolidate the two
MIG 4 share classes into one share class ("MIG 4 Share
Consolidation").
The MIG 4 Share Consolidation will be completed by merging the
MIG 4 S shares pool into the MIG 4 ordinary shares pool (the MIG 4
ordinary shares pool being the larger and more established pool) on
a relative net asset value basis (taking into account the
anticipated MIG 4 Share Consolidation costs).
The anticipated cost of undertaking the MIG 4 Share
Consolidation is GBP57,000, including VAT, professional fees and
listing fees. The costs will be split proportionately between the
two MIG 4 share classes by reference to their NAVs (ignoring such
costs) as at the MIG 4 Share Consolidation calculation date, this
anticipated as being close of business on 22 March 2013. The costs
of the MIG 4 Share Consolidation would be materially higher if it
were to be completed as a standalone procedure and not as part of
the merger process.
The new MIG 4 ordinary shares arising from the redesignation
will rank pari passu from the date of the MIG 4 Share Consolidation
with the existing MIG 4ordinary shares.
Had the MIG 4 Share Consolidation been completed on 31 December
2012 (using the unaudited NAVs of the MIG 4 ordinary shares and the
MIG 4 S shares as at that date, but adjusted for the interim
dividends of 2.75p per ordinary share and 1.75p per MIG 4 S share
declared by the Company on 28 February) and taking into account the
anticipated costs of undertaking the MIG 4 Share Consolidation and
the irrecoverable costs of the merger, the conversion ratio of MIG
4 S Shares into MIG 4 Ordinary Shares would have been 1.1514.
The MIG 4 Share Consolidation is not conditional on the merger
of MIG 4 and Ortus being approved. The merger will, however, only
be effected if the MIG 4 Share Consolidation has been completed. As
a result, if the resolutions to implement the MIG 4 Share
Consolidation are not approved by the MIG 4 shareholders, the
merger will not take place and the MIG 4 ordinary shares pool and
the MIG 4S shares pool will continue as separate pools and the
benefits expected to be obtained will not be achieved.
THE MERGER PURSUANT TO THE SCHEME
The mechanism by which the merger will be completed is as
follows:
-- Ortus will be placed into members' voluntary liquidation
pursuant to a scheme of reconstruction under Section 110 IA 1986;
and
-- all of the assets and liabilities of Ortus will be
transferred to MIG 4 in consideration for the issue of new MIG 4
shares (to be issued directly to Ortus shareholders) as
follows:
- New MIG 4 C shares in respect of the Legacy Pool; and
- New MIG 4 ordinary shares in respect of the New Portfolio Pool.
The Scheme will be completed on a relative net asset value
basis, adjusted for the anticipated costs of the Scheme and taking
into account the Ortus special dividend (as detailed below),
rolling into the new MIG 4 ordinary shares at the merger NAV per
share and the new MIG 4 C shares at an NAV of GBP1 per share.
The MIG 4 C shares pool will subsequently merge into the MIG 4
ordinary shares pool in two year's time (or earlier, if, at the MIG
4 board's absolute discretion, the separate management of the MIG 4
C shares pool becomes impracticable) as further detailed below.
As both Companies have materially the same investment objective
and policy, the same investment manager and other common advisers,
the proposed merger shall be achievable without major additional
cost or disruption to the Companies and their combined portfolio of
investments.
The MIG 4 board considers that the proposals will bring a number
of benefits to both groups of shareholders through:
-- amalgamation of the MIG 4's portfolio and the Ortus New
Portfolio Assets, which have a substantial number of common
investments, for efficient management and administration;
-- the creation of a single VCT of a more economically efficient
size with a greater capital base over which to spread
administration, regulatory and management costs;
-- efficiencies in annual running costs for the Enlarged Company
compared to the separate Companies;
-- enhancing the ability of the Enlarged Company to raise new
funds, as well as pay dividends and support buy backs; and
-- the potential for greater liquidity in the secondary
market.
The MIG 4 board believes that the Scheme provides an efficient
way of merging the Companies with a lower level of costs compared
with other merger routes. MIG 4 was selected as the acquirer
because of its larger size; if Ortus had acted as the acquirer,
stamp duty costs are likely to have been higher. Shareholders
should note that the merger by way of the Scheme will be outside
the provisions of the City Code on Takeovers and Mergers.
The aggregate anticipated cost of undertaking the merger is
approximately GBP281,000, including VAT, legal and professional
fees, stamp duty and the costs of winding up Ortus. The costs of
the merger will be split proportionately between MIG 4 and Ortus by
reference to their respective merger net assets (ignoring merger
costs). Ortus will split its proportion of the merger costs
proportionately between the Legacy Pool and the New Portfolio Pool
also by reference to their respective merger net assets (ignoring
merger costs).
Had the Schemebeen completed on 31 December 2012, 0.181889 new
MIG 4 ordinary shares and 0.132001 new MIG 4 C shares would have
been issued for each Ortus share held. This illustration is based
on the merger formulae contained within the circulars and
prospectus and the unaudited NAVs of the Companies as at 31
December 2012, but adjusted for (i) the MIG 4 interim dividends,
(ii) the Ortus special dividend, (iii) the MIG 4 Share
Consolidation and (iv) the costs of the Scheme and also assumes no
dissenting Ortus shareholders.
ORTUS SPECIAL DIVIDEND
The Ortus board has declared a special dividend of 2p per Ortus
share ("Special Dividend"), conditional on the Scheme becoming
effective, payable to all Ortus shareholders on 2 April 2013 (this
being the Special Dividend record date). The Special Dividend will
become a liability transferred to MIG 4 pursuant to the merger,
however, Ortus' net assets will be adjusted through the merger
calculations to take into account this liability. The Special
Dividend will, therefore, be paid solely from the cash transferred
from Ortus to the MIG 4 C share pool.
THE OFFER
The Offer seeks to raise up to GBP5 million (subject to a
maximum of 6 million new MIG 4 ordinary shares) and will provide
both shareholders and new investors with the opportunity to invest
in MIG 4 and benefit from the tax reliefs available to qualifying
investors in VCTs.
The MIG 4 Board believes that there are a number of compelling
reasons for investors to consider this Offer:
-- access to a mature portfolio of investee companies with the
potential for receiving regular dividend payments;
-- exposure to a broad range of later-stage businesses, with both geographical and sectoral diversification;
-- an investment strategy focused on generating consistent income streams and capital gains;
-- mitigation of risk through rigorous asset selection and
investment in profitable and income generating companies;
-- an award winning investment and portfolio team, with
significant experience and a proven track record of investing in
profitable UK private companies; and
-- a manager with access to high quality private equity deal
flow across the UK, and a history of profitable exits.
New MIG 4 ordinary shares issued under the Offer will be at a
subscription price equal to the most recently published NAV of a
MIG 4 ordinary share at the time of allotment, divided by 0.965 to
take into account Offer costs of 3.5% and rounded up to the nearest
0.1p per share. The net proceeds of the Offer will be invested in
accordance with the published investment policy of the Company.
Maven has agreed to indemnify MIG 4 against any Offer costs in
excess of 3.5% of the gross proceeds. The net proceeds of the Offer
will, assuming full subscription (and ignoring reinvested
commission), therefore amount to GBP4,825,000 and the maximum
amount of costs payable by the Company will be GBP175,000.
The Offer will open on 1 March 2013 and is subject to a
resolution to be proposed at the MIG 4 general meeting being
approved by Shareholders. If this resolution is not approved, the
Offer will be withdrawn. If approved, the Offer will proceed
irrespective of whether the Share Consolidation or the Scheme are
approved and become effective.
C SHARES POOL
Assuming the Scheme completes, the MIG 4 C shares pool will be
managed as a separate pool from the MIG 4 ordinary shares pool
until the conversion of the MIG 4 C shares into MIG 4 ordinary
shares ten business days following the publication of the audited
results for the year to 31 December 2014 (or earlier, if, in the
absolute discretion of the MIG 4 board, the separate management of
the C Shares pool becomes impracticable) ("Conversion"). The MIG 4
board intends to exercise this discretion only if the MIG 4 C
shares pool investments are materially realised and held in cash
and/or invested alongside the MIG 4 ordinary shares pool.
Conversion will be completed on the following relative net asset
basis:
-- if the net asset value of a MIG 4 ordinary share is greater
than the net asset value of a MIG 4 C share, a proportion of the
MIG 4 C shares held by a MIG 4 C shareholder will be redesignated
as MIG 4 ordinary shares (this number being calculated by
multiplying the number of MIG 4 C shares held by the relevant
shareholder by the net asset value of a MIG 4 C share divided by
the net asset value of a MIG 4 ordinary share (rounded down to the
nearest whole share)), with the balance of such holding being
redesignated as MIG 4 deferred shares and bought back by MIG 4 for
an aggregate amount of 1p (the MIG 4 deferred shares will not be
listed and are merely a mechanism to equalise the differing net
asset values of the two share classes); and
-- if the net asset value of a MIG 4 ordinary share is less than
the net asset value of a MIG 4 C share, a number of MIG 4 C shares
(this number being calculated by multiplying the number of MIG 4 C
shares held by the relevant shareholder by the net asset value of a
MIG 4 C share divided by the net asset value of a MIG 4 ordinary
share (rounded down to the nearest whole share)) will be issued, to
be paid up in full through the capitalisation of profits and/or
reserves attributable to the MIG 4 C shares and then all of the MIG
4 C shares held by a MIG 4 C shareholder will be redesignated as
MIG 4 ordinary shares.
The MIG 4 C shares will rank pari passu with the existing MIG 4
ordinary shares, save that each share class will be entitled to
dividends and a return of capital paid out of, respectively, the
net income and the assets attributable to the relevant pool.
The segregation of MIG 4's assets into two pools will mean that,
until Conversion the MIG 4 ordinary shares will be exclusively
entitled to receive the net returns flowing from the investments in
the MIG 4 ordinary shares pool (i.e. all of the existing
investments of MIG 4 (both the MIG 4 ordinary shares pool and the
MIG 4 S shares pool), the New Portfolio Assets and any new
investments made from the MIG 4 ordinary shares pool), and the MIG
4 C shares will be exclusively entitled to receive the net returns
flowing from the investments in the MIG 4 C shares pool (i.e. the
Legacy Assets and any new investments made from that pool).
Until Conversion, each pool will bear its pro rata share (based
on net assets) of the running costs of MIG 4, unless expenses can
be attributed to a relevant share class. All MIG 4 shareholders
will share the benefit of spreading MIG 4's administration costs
over a wider asset base. Each pool will, however, be subject to the
overall financial position and performance of MIG 4 as a number of
accounting, company law and HMRC provisions are applied at company
level.
INVESTMENT MANAGEMENT AND ADMINISTRATION ARRANGEMENTS
Maven is the investment manager of both Companies and also
provides administration services to both Companies.
In respect of MIG 4, Maven receives an annual investment
management fee of an amount equivalent to 2.5% of the gross assets
of MIG 4 (less adjusted liabilities from the previous quarter end).
Maven also receives an annual secretarial fee (which amounted to
GBP91,000 (including VAT) for the year ended 31 December 2012),
which is subject to upward movements only in the UK Consumer Prices
Index.
The normal annual running costs of MIG 4 (excluding transaction
costs and expenses relating to the acquisition and disposal of
investments), are capped at 3.5% of the net asset value at the end
of the relevant financial period (calculated before the deduction
of management and administration expenses in respect of that year
or any exceptional items, for example merger costs and performance
incentive fees) with any excess being paid by Maven or refunded by
a reduction in Maven's management and administration fees.
The MIG 4 arrangements are at company level and will not be
affected by the Share Consolidation.
These arrangements will also continue to apply in respect of the
Enlarged Company following the merger with Ortus and the issue of
new MIG 4 ordinary shares pursuant to the Offer.
Subject to certain criteria being met, Maven is entitled to a
performance incentive fee in respect of the MIG 4 ordinary shares
pool for each six month period ended 30 June and 31 December of
anamount equal to 20% of any increase in the total return (before
applying any performance incentive fee) as at the end of the
relevant six month period to the total return (after accruing for
the performance incentive fee payable for that period) as at the
end of the last six month period on which a performance incentive
fee was paid.
There is no performance incentive fee on the MIG 4 S shares
pool. If the Share Consolidation takes effect, the current
arrangements over the MIG 4 ordinary shares pool will automatically
cover the enlarged ordinary shares pool. If the Share Consolidation
is not approved by MIG 4 shareholders, the MIG 4 board intend to
recommend the introduction of a performance incentive arrangement
in respect of the MIG 4 S shares pool so that Maven is incentivised
in relation to both pools equally.
In respect of the merger, the current investment management and
administration arrangements over the MIG 4 ordinary shares pool
will automatically cover the Enlarged Company (i.e. both the MIG 4
ordinary shares pool and the MIG 4 C shares pool). The existing
performance incentive fee arrangement over the MIG 4 ordinary
shares pool will also continue to apply to the enlarged MIG 4
ordinary shares pool post-merger. The proposed performance
incentive fee arrangements over the MIG 4 C shares pool, however,
is a new arrangement (as set out below). Following Conversion, the
current arrangements over the MIG 4 ordinary shares pool will also
automatically cover the enlarged ordinary shares pool. The current
arrangements will also automatically cover the issue of new MIG 4
ordinary shares pursuant to the Offer
With regard to the MIG 4 C shares pool, the MIG 4 board and
Maven propose that a new performance incentive fee arrangement be
introduced, so as to incentivise Maven to realise the maximum value
on behalf of the MIG 4 C shareholders in respect of the Legacy
Assets. Pursuant to the proposed arrangement, Maven will be
entitled to an amount equal to 2.5% of all realised cash proceeds
from the venture capital investments in the MIG 4 C shares pool
until Conversion (save in respect of new investments made and
realised during the life of the MIG 4 C shares pool), subject to a
maximum amount being paid in aggregate of GBP50,000.
Thereafter, the MIG 4 C shares pool will merge into the MIG 4
ordinary shares pool (pursuant to Conversion) and will, therefore,
form part of the existing MIG 4 ordinary share performance fee
arrangement. The boards of both Companies believe that this
incentive fee arrangement reasonably reflects the improvement Maven
has achieved in relation to the Ortus portfolio (including its
Legacy Assets) since its appointment as the investment manager of
Ortus.
Maven has, subject to the Scheme becoming effective, agreed to
terminate the investment management, administration and performance
incentive fee arrangements with Ortus with effect from the date the
merger becomes effective without notice or penalty.
CHANGE TO MIG 4'S INVESTMENT POLICY
The current investment policy restricts MIG 4 to investing no
more than GBP1 million in any company in one year. However, with
the recent relaxation of the VCT investment limit set by HMRC from
GBP1 million to GBP5 million, the MIG 4 board is now proposing to
amend its investment policy so as to remove the GBP1 million
restriction and bring this into line with the current VCT
regulations and avoid the need to seek further MIG 4 shareholder
approval should the relevant investment limits be further revised.
As MIG 4 typically invests no more than 4% of its net assets into
any one company at the time of investment, this proposed change to
the investment policy is not expected to adversely impact on the
risk profile of MIG 4 and/or its investments.
THE MIG 4 BOARD
The MIG 4 board of directors consists of five non-executive
directors; Ian Cormack (Chairman), Malcolm Graham-Wood, Andrew
Lapping, Steven Scott and Bill Nixon.
The boards have considered what the size and future composition
of the Enlarged Company's board should be following the merger and
it has been agreed that, in light of the intended management of the
Legacy Assets in a separate MIG 4 C shares pool, David Potter
(chairman of Ortus) will be appointed as a director of MIG 4 until
Conversion. This will result in reducing the aggregate number of
directors from nine across both Companies to initially six for the
Enlarged Company resulting, in aggregate, in an annual cost saving
of GBP41,000, and to five following Conversion.
The directors of Ortus have (subject to the Scheme becoming
effective) agreed to waive directors' fees in respect of their
appointments to Ortus from the date on which the Scheme becomes
effective.
ENHANCED BUYBACK FACILITY
MIG 4 intends to offer its shareholders the opportunity to
participate in an enhanced buyback facility in 2013. An enhanced
buyback facility is a loyalty scheme whereby shareholders can sell
existing shares and reinvest the proceeds in new shares in the same
VCT, on which upfront tax relief may then be available. No new
monies are required to participate. Any proposals will be subject
to MIG 4 shareholder approval and compliance with VCT regulations
at the time.
SHARE ISSUE AND BUYBACK AUTHORITIES
In order to implement the Share Consolidation, the Scheme and
the Offer, the MIG 4 board will need to be authorised to issue new
MIG 4 shares.
MIG 4 also proposes at its general meeting convened for 25 March
2013 to renew and increase its authorities to issue shares (having
disapplied pre-emption rights) for general purposes and make market
purchases of shares reflecting the increased share capital of MIG 4
following the merger and the Offer. These are general annual
authorities taken each year, though currently there is no intention
to utilise the authorities to issue shares (with the exception of
the Offer).
CANCELLATION OF CAPITAL AND RESERVES
The MIG 4 board proposes to take the opportunity to obtain MIG 4
shareholder approval to cancel the amounts standing to the credit
of the share premium account and the capital redemption reserve of
MIG 4, subject to the sanction of the Court. The sums set free
would create further distributable reserves to fund distributions
to MIG 4 shareholders and buy backs, to set off or write off losses
and for other distributable and corporate purposes of MIG 4. The
MIG 4 board will apply to Court to sanction the approval if and
when it considers it to be in the best interests of MIG 4
shareholders.
EXPECTED TIMETABLE
Meetings
Ortus first general meeting 10.00 a.m. on 26 March
2013
Ortus second general meeting 11.00 a.m. on 3 April
2013
MIG 4 general meeting 11.00 a.m. on 26 March
2013
MIG 4 ordinary shares class meeting 11.30 a.m. on 26 March
2013
MIG 4 S shares class meeting 11.35 a.m. on 26 March
2013
Share Consolidation
MIG 4 ordinary shares and MIG 4 S shares close of business on
CREST accounts suspended 25 March 2013
Share Consolidation record date and Share close of business on
Consolidation calculation date 25 March 2013
Issue of additional MIG 4 S shares 26 March 2013
Redesignation of MIG 4 S shares into MIG 27 March 2013
4 ordinary shares and Share Consolidation
effective date
Announcement of the results 27 March 2013
Admission of, and dealings in, new MIG 28 March 2013
4 ordinary shares to commence and cancellation
of the MIG 4 S shares listing
CREST accounts updated and re-credited 28 March 2013
Replacement certificates dispatched to 10 April 2013
MIG 4 S shareholders
Scheme
Ortus Register of Members closed 2 April 2013
Scheme record date for Ortus shareholders' 5.00 p.m. on 2 April
entitlements under the Scheme 2013
Ortus Special Dividend record date 2 April 2013
Scheme calculation date after 5.00 p.m. on 2
April 2013
Dealings in Ortus shares suspended 7.30 a.m. on 3 April
2013
Scheme effective date for the transfer 3 April 2013
of the assets and liabilities of Ortus
to MIG 4 and the issue of new MIG 4 ordinary
shares and new MIG 4 C shares
Announcement of the results 3 April 2013
Admission of, and dealings in, new MIG 4 April 2013
4 ordinary shares and new MIG 4 C shares
issued to commence
CREST accounts credited 4 April 2013
Certificates for new MIG 4 shares dispatched 17 April 2013
to Ortus shareholders
Ortus Special Dividend payment date 17 April 2013
Cancellation of the Ortus shares' listing 8.00 a.m. on 30 April
2013
Offer
Offer opens 1 March 2013
Allotment of new MIG 4 ordinary shares
2012/2013 tax year 5 April 2013
2013/2014 tax year 30 April 2013
Admission of, and dealings in, new MIG 3 business days following
4 ordinary shares issued to commence allotment
Certificates for new MIG 4 ordinary shares 10 business days following
dispatched allotment
Offer closes (subject to the discretion 30 April 2013
of the MIG 4 board)
DOCUMENTS AND APPROVALS
MIG 4 shareholders will receive a copy of a circular convening
the MIG 4 general meeting to be held on 26 March 2013 (together
with the MIG 4 prospectus) at which MIG 4 shareholders will be
invited to approve resolutions in connection with the Share
Consolidation, the Scheme, the Offer, amending its articles of
association, changing its investment policy, the renewal and
increase of the authority to issue and repurchase shares and cancel
the share premium account and the capital redemption reserve.
Ortus shareholders will receive a circular convening the Ortus
first general meeting on 26 March 2013 and the Ortus second general
meeting on 3 April 2013 (together with the MIG 4 prospectus) at
which Ortus shareholders will be invited to approve resolutions in
connection with the Scheme.
Copies of the MIG 4 prospectus and the circulars for MIG 4 and
Ortus have been submitted to the UK Listing Authority and will be
shortly available for download both from Maven's website located at
www.mavencp.com and the national storage mechanism located at
www.morningstar.co.uk/uk/NSM.
Investment Manager, Administrator and Company Secretary for MIG
4 and Ortus
Maven Capital Partners UK LLP
Rosemary O'Neil
Telephone: 0141 306 7400
Solicitors to MIG 4 and Ortus
SGH Martineau LLP
Kavita Patel/Robert Newman
Telephone: 0800 763 2000
Sponsor to MIG 4
Howard Kennedy Corporate Services LLP
Keith Lassman/Matthew Astbury
Telephone: 020 3350 3350
The directors and proposed director of MIG 4 accept
responsibility for the information relating to MIG 4 and its
directors and proposed director contained in this announcement. To
the best of the knowledge and belief of such directors and proposed
director (who have taken all reasonable care to ensure that such is
the case), the information relating to MIG 4 and its directors
contained in this announcement, for which they are solely
responsible, is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The directors of Ortus accept responsibility for the information
relating to Ortus and its directors contained in this announcement.
To the best of the knowledge and belief of such directors (who have
taken all reasonable care to ensure that such is the case), the
information relating to Ortus and its directors contained in this
document, for which they are solely responsible, is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
SGH Martineau LLP are acting as legal advisers for MIG 4 and
Ortus and for no one else in connection with the matters described
herein and will not be responsible to anyone other than MIG 4 and
Ortus for providing the protections afforded to clients of SGH
Martineau LLP or for providing advice in relation to the matters
described herein.
Howard Kennedy Corporate Services LLP, which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting as sponsor for MIG 4 and no one else and will
not be responsible to any other person for providing the
protections afforded to customers of Howard Kennedy Corporate
Services LLP or for providing advice in relation to any matters
referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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