TIDMNCA
The issuer advises that the following replaces the New Century
AIM VCT Plc Strategy/Company/Operations Update announcement
released at 15:29 BST March 29, 2023.
Due to a technical error In part of our document relating to the
proposed winding up of the company, we incorrectly referred to the
8(th) May 2023 as being the date for members to be registered for
the EGM. The date should have been shown as the 21(st) April 2023.
The EGM will continue to take place on the 25(th) April 2023 at
12pm as stated in the announcement.
All other details remain unchanged.
The full corrected version is shown below.
New Century Aim VCT Plc
Dear Shareholder,
I have pleasure in sending notice of an Extraordinary General
Meeting (EGM) for shareholders of New Century Aim VCT Plc (the
Company) which will be held at Brownheath Park, Gregory Lane,
Durley SO32 2BS on Tuesday 25(th) April 2023 at 12.00 pm.
The business to be considered at the EGM is detailed in this
document along with explanatory notes and appendices for the
resolutions set out in this notice.
Background
In September 2022, shareholders voted for an orderly wind down
of the company. At the time the fund held approximately 80
investments. We have reduced the number of quoted investments down
to just 6 which are valued at around GBP330,000. In doing so, we
concentrated on the sale of securities in loss making companies
where we saw a possibility of those companies coming back to the
Market for more cash. This involved selling what we considered to
be the riskiest and least marketable investments first. The core
holdings which we are now left with are all in companies that are
trading profitably and are of much higher quality.
We now have cash of around GBP1.436 million which we would like
to pay to shareholders. Unfortunately, this is not possible as we
have exhausted our distributable reserves. Should we put the
company into members voluntary liquidation (MVL), it will then be
possible to distribute our cash reserves to shareholders. This is
one of the main reasons why we would urge shareholders to vote in
favour of winding up the fund. Assuming the winding up proposals
are voted in favour by at least 75% of the votes cast, it would be
the intention of the directors to pay a distribution of at least
18p per share.
The Board is also concerned about difficulties in selling shares
in the company. At present the current bid price (selling price) of
the shares is 1p while the offered price (buying price) is 50p.
Trading in the shares is very infrequent and anyone wishing to sell
their shares is unlikely to be able to sell them except at a
substantial discount to their net asset value. The last reported
net asset value as at the 31(st) January 2022 was 23.05p per share,
much of which was represented by cash. Even after the cost of
winding up the company, it seems likely that the best way to
maximise shareholder value would be to wind up the company.
Under HMRC rules, once a VCT enters into an MVL, it can continue
to retain VCT status for tax purposes for three years. It is our
belief that the remaining holdings can be realised well within this
three year period. Remaining as a quoted VCT, it would be difficult
to maintain its VCT status which is another reason why we would
urge shareholders to vote for the winding up of the fund. We have
not issued new shares within the past 5 years and thus the exiting
shareholders will not lose their VCT tax reliefs as a result.
With the fund now at a much smaller size, we no longer consider
it to be commercially viable for the directors to run it as a small
registered Alternative Investment fund (AIF).
In order to enter into an MVL, we need the support of at least
75% of the shares voted, to be in favour of winding up the fund
which is why we urge you to vote in favour.
The directors are currently in discussions with qualified
insolvency practitioners and should the requisite vote to wind up
the VCT be carried, it would be the intention of the Board to make
a Declaration of Solvency and commence winding down. With a view to
maximising the realisation proceeds for shareholders, the directors
would assist the liquidators in the sale of the remaining
holdings.
The liquidator will be responsible for settling all accounts
payable and will also be responsible for arranging the payment of
cash to the registrars for distribution to shareholders.
Board Recommendation
Given the small size of the fund, the difficulty in selling its
shares, the wide spread between the bid and offered prices and the
wish to pay out the cash reserves by means of distributions to
shareholders, the Board unanimously recommend voting in favour of
winding up the fund.
The Directors are aware that there are certain unquoted
investments that they believe only have a nominal value. Purely to
simplify and speed up the liquidation process we propose to donate
these to charity. To help expedite the winding up of VCT, the
Directors would urge you to vote in favour of this donation.
Michael Barnard and Spencer Crooks the Directors intend to vote
in favour of the resolutions.
Michael Barnard directly or indirectly holds 2,189,684 shares in
the Company which is 27.86% of the issued share capital.
Spencer Crooks directly or indirectly holds 68,714 shares in the
Company which is 0.87% of the issued share capital.
EGM
Shareholders are urged to register their proxy votes by return
of the Form of Proxy which has been sent to shareholders. Please
return your forms by post or email as soon as possible and in any
event prior to 12.00 pm on the 21(st) April 2023. If you hold your
shares through a nominee service, please contact the nominee
service provider regarding the process for appointing a proxy.
The formal business of the meeting will include special
resolutions to voluntarily wind up the Company and to donate any
unquoted shares to charity.
The Board appreciates that beyond voting on the formal business
of the meeting, the EGM also serves as a forum to raise questions
and comments to the Board. Should shareholders wish to ask the
Board any questions prior to the EGM, we request that they do so by
email by 12.00 pm on 21(st) April 2023 to:
mdbarnard@hotmail.co.uk
The voting result of the resolutions put before the EGM will be
announced as soon as possible following the EGM.
Thank you for your continued support.
Yours sincerely,
Michael Barnard
Chairman
30(th) March 2023
Notice of Extraordinary General Meeting.
Notice is hereby given that an extraordinary general meeting of
New Century Aim VCT Plc will be held at Brownheath Park, Gregory
Lane, Durley SO32 2BS on Tuesday 25(th) April 2023 at 12.00 pm for
the following purposes:
SPECIAL BUSINESS
To consider, and if thought fit, pass the following resolutions
as Special Resolutions.
1. WINDING UP OF THE COMPANY
To voluntarily wind up the Company
2. TO DONATE ANY UNQUOTED INVESTMENTS IN THE FUND TO
CHARITY.
By Order of the Board Registered Office:
Brownheath Park
Gregory Lane
Durley SO32 2BS
30(th) March 2023
NOTES
A member entitled to attend and vote at the extraordinary
general meeting may appoint one or more proxies to attend and vote
in his/her stead. A proxy need not be a member.
A form of proxy is enclosed which, to be effective, must be
completed and delivered to the registrars of the company, Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, B62
8HD or emailed to info@nevilleregistrars.co.uk so as to be received
by no later than 48 hours (excluding non-working days) before the
time the extraordinary general meeting is scheduled to begin. The
completion and return of the form will not affect the right of a
member to attend and vote at the extraordinary general meeting.
Only those members registered in the Company's register of
members at close of business on 21 April 2023 (or, if the
extraordinary general meeting is adjourned, close of business on
the date which is two business days before the adjourned
extraordinary general meeting) shall be entitled to attend and vote
at the extraordinary general meeting.
As at close of business on 29th March 2023 (being the latest
practicable date prior to publication of this Notice), the
Company's issued share capital comprised 7,860,937 Ordinary Shares
and the total number of voting rights in the Company were
7,860,937, accordingly. The Company holds no shares in
treasury.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20230412005633/en/
CONTACT:
NEW CENTURY AIM VCT PLC
SOURCE: New Century AIM VCT Plc
Copyright Business Wire 2023
(END) Dow Jones Newswires
April 12, 2023 12:12 ET (16:12 GMT)
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