Pembroke VCT PLC Publication of prospectus and circular (9812X)
03 Septiembre 2020 - 07:03AM
UK Regulatory
TIDMPEMB
RNS Number : 9812X
Pembroke VCT PLC
03 September 2020
3 September 2020
Pembroke VCT plc
Publication of Prospectus and Circular
Pembroke VCT plc (the "Company") has today published a
prospectus (the "Prospectus") in relation to the offer for
subscription of up to GBP20 million of B Ordinary Shares of 1p each
in the capital of the Company with an over-allotment facility for
up to a further GBP20 million of B Ordinary Shares (the
"Offer").
The Company has also today published a circular (the "Circular")
convening a shareholder general meeting (the "General Meeting") to
be held at 3 Cadogan Gate, London SW1X 0AS at 9.30 a.m. on 30
September 2020 at which resolutions will be put to Shareholders to
approve the issue of further B Ordinary Shares (under the Offer and
otherwise) and to cancel the Company's share premium account.
Subject to shareholder approval at the General Meeting, the
offer of further B Ordinary Shares is expected to become
unconditional with effect from 30 September 2020 (the date of the
General Meeting) and will close not later than 3.00 p.m. on 5 April
2021 in respect of the 2020/2021 tax year and not later than 3.00
p.m. on 30 June 2021 in respect of the 2021/2022 tax year, or as
soon as the Offer is fully subscribed. The closing date of the
Offer, and the deadline for receipt of applications for the final
allotment with respect to the 2021/2022 tax year, may be extended
by the Directors at their absolute discretion to a date no later
than 2 September 2021.
An application has been made for the admission of the further B
Ordinary Shares to be issued under the Offer to a listing on the
premium section of the FCA's Official List and to trading on the
main market of the London Stock Exchange. It is expected that new B
Ordinary Shares will be issued throughout the period of the Offer
until it closes.
Pursuant to an offer agreement dated 3 September 2020 relating
to the Offer between, among others, the Company and Pembroke
Investment Managers LLP ("PIM"), PIM, as promoter of the Offer,
will receive a fee calculated on the value of each application for
B Ordinary Shares under the Offer accepted by the Company as
follows:
(i) 5.5% for investors who have invested directly into the Company or invested through an intermediary/platform and have not received advice;
(ii) 3.0% for investors who have invested in the Offer through
an intermediary and have received upfront advice including
investors who are investing through intermediaries/advisers using
financial platforms,
or such lower percentage in each case as may be agreed by the
Company and PIM .
As PIM is the Company's investment manager and, therefore, a
related party of the Company under the Listing Rules, the payment
of the above fee by the Company to PIM is a transaction to which
Listing Rule 11.1.10R applies.
A copy of the Prospectus and Circular is available, free of
charge, from the registered office of the Company at 3 Cadogan
Gate, London, SW1X 0AS.
Copies of the Prospectus and the Circular will be submitted to
the National Storage Mechanism and will shortly be available for
viewing online at the following website:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information, please contact
Doreen Nic
The City Partnership (UK) Limited (Company Secretary)
enquiries@city.uk.com
Andrew Wolfson / Chris Lewis
Pembroke Investment Managers LLP (Manager)
+44 20 7766 6900
Keith Lassman
Howard Kennedy Corporate Services LLP
+44 20 3755 5561
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END
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