TIDMATI
RNS Number : 3315H
Amati VCT PLC
09 March 2018
9 March 2018
Amati VCT plc
Legal Entity Identifier: 213800JHPMJWKLKEUU24
Amati VCT plc and Amati VCT 2 plc
Issue of a Supplementary Prospectus and Circular - Proposed
Merger
Amati VCT plc and Amati VCT 2 plc (together, "the Companies")
announce that they have today published a joint Supplementary
Prospectus and joint Circular in relation to the proposed merger of
the two Companies. The Supplementary Prospectus updates the earlier
prospectus published on 27 October 2017 in confirming that the
merger proposals are now being put to shareholders.
The Boards of the Companies believe that a merger is
commercially in the best interests of both Companies and their
respective shareholders. The proposed merger is subject to the
prior approval of the shareholders of the two Companies.
In order to put the merger proposals to shareholders, the
Companies have in the Circular sent out notices to convene the
following general meetings of shareholders:
(a) a general meeting of Amati VCT plc to be held at the offices
of Mattioli Woods plc, Third Floor, 87/89 Baker Street, London W1U
6RJ on 26(th) April 2018 at 3:00 pm.
(b) a general meeting of Amati VCT plc 2 to be held at the
offices of Mattioli Woods plc, Third Floor, 87/89 Baker Street,
London W1U 6RJ on 26(th) April 2018 at 2:30 pm.
(c) a second general meeting of Amati VCT plc to be held at the
offices of Rooney Nimmo, 8 Walker Street, Edinburgh EH3 7LA on
4(th) May 2018 at 11:00 am.
If the proposals to be put to shareholders at those meetings are
passed then Amati VCT plc will go into voluntary winding up and all
its business and assets will be transferred to Amati VCT 2 plc
under section 110 of the Insolvency Act 1986 in return for the
issue of new ordinary shares in Amati VCT 2 plc to Amati VCT plc
shareholders. The two portfolios will be valued on the same basis
in relation to the entitlements under the transfer.
In addition, the joint Circular contains proposed resolutions to
change the name of Amati VCT 2 plc to Amati AIM VCT plc and to
transfer, subject to the approval of the High Court and any
restrictions imposed by it, the entire amount standing to the
credit of the share premium account of Amati VCT 2 plc following
the merger and at the date of the Court order to a distributable
reserve which is able to be used for any purposes for which
distributable reserves are available including distributions to
shareholders and share buy backs. The Court may impose certain
restrictions on the use of that reserve and it is subject in any
case to the provisions of the 2014 Finance Act which limits the
ability of VCTs to return to an investor share capital that does
not represent profits made on investments. This restriction applies
for a three year period beginning at the end of the accounting
period in which the funds were raised.
Proposed Timetable
Latest time and date for receipt of YELLOW forms
of proxy for the General Meeting of Amati VCT 2 plc 2:30 pm on
24(th) April 2018
Latest time and date for receipt of BLUE forms of
Proxy for the First General Meeting of Amati VCT plc 3:00 pm on
24(th) April 2018
General Meeting of Amati VCT 2 plc 2:30 pm on 26(th) April
2018
First General Meeting of Amati VCT plc 3:00 pm on 26(th) April
2018
Time and date from which it is advised that dealings
in Ordinary Shares should only be for cash settlement
and immediate delivery of documents of title 8:00 am on 1(st)
May 2018
Latest time and date for receipt of GREEN forms of
proxy for the Second General Meeting of Amati VCT plc 11:00 am on 2(nd) May 2018
Calculation Date 5:00 pm on 3(rd) May 2018
Record Date for Shareholders entitlements under the
Scheme 6:00 pm on 3(rd) May 2018
Dealings in Ordinary Shares of Amati VCT plc suspended 7:30 am on 4(th) May 2018
Second General Meeting of Amati VCT plc 11:00 am on 4(th) May
2018
Effective Date for implementation of the Scheme
and commencement of the liquidation of Amati VCT plc 4(th) May
2018
Admission to listing and dealings commence in the
New Shares issued pursuant to the Scheme 8.00 a.m. on 8(th) May
2018
New Shares issued in uncertificated form credited to
CREST accounts of Shareholders under the Scheme 8.00 a.m. on 8(th) May 2018
Cancellation of listing of Ordinary Shares on the
premium segment of the Official List and trading on
the Main Market 8.00 a.m. on 8(th) May 2018
Share and tax certificates in respect of New Shares
issued in certificated form pursuant to the Scheme
dispatched to Shareholders entitled thereto week commencing
14(th) May 2018
Applications will be made for the New Shares to be issues in
connection with the Merger to be admitted to listing on the UKLA's
official list and to trading on the main market of the London Stock
Exchange, and expected to become effective on the dates set out
above
The Boards of the Companies do not consider this announcement to
contain market sensitive information.
A downloadable version of the Supplementary Prospectus and the
Circular will be available from www.amatiglobal.com.
Copies of the Supplementary Prospectus and the Circular are
available, free of charge, from Amati Global Investors, 18
Charlotte Square, Edinburgh, EH2 4DF.
In accordance with the Listing Rules, the Supplementary
Prospectus and the Circular have been submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
Enquiries:
For further information, please contact:
Amati Global Investors
on +44 (0)131 503 9115
or email: info@amatiglobal.com
Amati VCT plc: 213800JHPMJWKLKEUU24
Amati VCT 2 plc: 213800HAEDBBK9RWCD25
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUKOBRWSAORAR
(END) Dow Jones Newswires
March 09, 2018 12:38 ET (17:38 GMT)
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