Possible merger (9601J)
07 Julio 2011 - 4:13AM
UK Regulatory
TIDMATI2 TIDMVICT
RNS Number : 9601J
Amati VCT 2 PLC
07 July 2011
7 July 2011
ViCTory VCT plc
Amati VCT 2 plc
Possible merger between ViCTory VCT plc
and Amati VCT 2 plc
The Boards of Directors ("Boards") of ViCTory VCT plc ("Victory
VCT") and Amati VCT 2 plc ("Amati VCT 2") announce that they have
entered discussions regarding a possible merger ("Merger") of the
companies ("Companies" or individually a "Company"). Any merger
would be subject to the approval by shareholders of both Companies,
and would be implemented by means of a scheme of reconstruction
under the Insolvency Act 1986. The Panel on Takeovers and Mergers
has granted a dispensation so that the provisions of The City Code
on Takeovers and Mergers will not apply to the Merger. Alongside
the Merger, the Boards will also consider offering shareholders in
both Companies the opportunity to subscribe for new shares under an
enhanced share buyback offer.
At the 2011 Annual General Meeting of Amati VCT 2, which is due
to take place in the last quarter of the year, the Directors of
Amati VCT 2 are required to put an ordinary resolution to its
shareholders to consider whether or not the Company is to continue
as a venture capital trust. The Directors of Amati VCT 2 are also
entitled to put forward alternative proposals for the Company. In
considering the various options, the Directors of Amati VCT 2
believe that a merger and enhanced share buyback offer would
provide a number of benefits and advantages over a liquidation of
the Company. As a consequence of this, the Board of Amati VCT 2
entered into discussions with the Board of Victory VCT.
The investment adviser to both Companies is Amati Global
Investors Limited (the "Manager"). The Manager was appointed to
manage Victory VCT in March 2010 and Amati VCT 2 in February 2011.
Both Companies are managed using the same processes and approach to
portfolio construction with a level of commonality of holdings
between them.
The Merger would achieve a number of benefits for both Companies
including the creation of a larger asset base, with increased
efficiencies and an improved spread of risk, with the ability to
raise further funds whilst sustaining share buy-back demand.
It is intended that respective net asset values of each Company
would be used as the basis for the Merger, as adjusted in
accordance with the terms of the Merger.
At this stage, there is no certainty that the discussions will
lead to firm proposals leading to the merger of the two companies.
A further announcement will be made in due course.
The directors of Amati VCT 2 and Victory VCT accept
responsibility for the information contained in this announcement.
To the best of the knowledge and belief of the directors (who have
taken all reasonable care to ensure that such is the case) the
information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
For further information, please contact:
Amati Global Investors Limited
Paul Jourdan/Douglas Lawson Tel: 0131 243 0411
This information is provided by RNS
The company news service from the London Stock Exchange
END
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