TIDMAMAT
RNS Number : 9222A
Amati AIM VCT PLC
07 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
SOUTH AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE
UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN
OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA.
Amati AIM VCT plc
7 February 2022
Amati AIM VCT plc (the "Company")
Legal Entity Identifier: 213800HAEDBBK9RWCD25
Publication of Circular and Notice of General Meeting
At the last Annual General Meeting ("AGM") of the Company, held
on 9 June 2021, the Board was given authority by shareholders to
issue or sell from treasury, on a non pre-emptive basis, 30 million
Ordinary Shares in the 12 months leading up to the 2022 AGM. This
equated to approximately 25 per cent. of the Company's then issued
share capital. Since the AGM held in June 2021, the Company
launched an offer for subscription (the "Offer") in order to raise
funds to enable the Company to make further qualifying investments
as and when suitable opportunities arose, in accordance with its
published investment policy. Under the terms of the Offer, the
Company sought to raise up to GBP40 million with an over-allotment
facility to allow the Company to raise a further GBP25 million
should there be sufficient investor demand for Ordinary Shares and
suitable investment opportunities.
The Company experienced strong demand for its Ordinary Shares
under the Offer. The Company announced on 4 August 2021 that GBP40
million had been raised under the Offer and, on 15 December 2021,
the Board announced that it intended to utilise the over-allotment
facility and to re-open the Offer in February 2022.
The number of Ordinary Shares issued under the Offer was higher
than was anticipated at the time the 2021 Notice of AGM was
published. This is as a result of the Company increasing the
aggregate size of the Offer from GBP60 million to GBP65 million in
anticipation of a strong pipeline of investment opportunities. In
addition, as the issue price of the Ordinary Shares issued under
the Offer is based on the Company's prevailing NAV per Ordinary
Share, the fall in NAV per Ordinary Share since the 2021 AGM Notice
was published means that a larger number of Ordinary Shares will
require to be issued to satisfy subscriptions than was
envisaged.
On the basis of the Company's NAV per Ordinary Share of 180.98
pence as at 3 February 2022 (the latest published NAV per Ordinary
Share), the Board believes that it will not have sufficient
authority to allot the requisite number of Ordinary Shares so as to
utilise the GBP25 million available under the over-allotment
facility in full, should it be fully taken up. This would therefore
limit the amount of capital that the Company could raise under the
Offer. For illustrative purposes only, the issue of the remaining
10,451,263 Ordinary Shares under the over-allotment facility would
only allow approximately GBP19.1 million to be raised under the
over-allotment facility (based on the NAV per Share as at 3
February 2022).
For this reason, the Board believes that it is in the best
interests of the Company and its shareholders as a whole that it be
granted additional authority so as to enable the Company utilise
fully the overallotment facility.
In the light of the above, the Board has today published a
circular (the "Circular") convening a general meeting (the "General
Meeting") at which shareholders will be asked to consider and, if
thought fit, approve the grant of additional authority, in addition
to any existing authority, to allow the Board to issue on a non
pre-emptive basis up to a further 10,000,000 Ordinary Shares (being
approximately 7.3 per cent. of the Company's issued share capital
as at 4 February 2022) up until the Company's 2022 AGM (the
"Proposed Authorities").
By enabling the Company to utilise its over-allotment facility
in full, the issue of new Ordinary Shares pursuant to the Proposed
Authorities would enable the Company to deploy further capital into
attractive investment opportunities. The Board believes the level
of the Proposed Authorities will be sufficient to allow the
over-allotment facility of GBP25 million to be utilised in full,
notwithstanding current market volatility.
Whilst the Board has indicated the Offer will re-open in
February 2022, it is not intended that the first allotment pursuant
to the use of the over-allotment facility will occur until after
the General Meeting has taken place.
For the avoidance of doubt, the Board intends, as is the usual
practice, to seek further share issuance authority at the 2022
AGM.
The purpose of the Circular is therefore to convene a General
Meeting at which the Proposed Authorities will be sought. The
General Meeting will be held at 11.00 a.m. on 2 March 2022 at the
offices of Amati Global Investors Limited, 8 Coates Crescent,
Edinburgh, Scotland EH3 7AL.
Should shareholders not pass the resolutions at the General
Meeting, the Company will only be authorised to issue up to
10,451,263 more Ordinary Shares under the Offer. As indicated
above, this would equate to raising approximately GBP19.1 million
under the over-allotment facility (based on the Company's NAV per
Ordinary Share as at 3 February 2022). Therefore, if the requested
authorities are not granted, investors wishing to subscribe for
Ordinary Shares under the over-allotment facility may not be able
to have their subscriptions satisfied in full. As further described
in the Company's prospectus dated 28 July 2021, in the event that
the Offer is over-subscribed, investor allocations may be scaled
back and/or investor subscription monies returned without being
processed.
A copy of the Circular has been submitted to the Financial
Conduct Authority and will be available for inspection at the
National Storage Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website at
https://www.amatiglobal.com/fund/amati-aim-vct/amati-aim-vct-offer
.
For further information, please contact the investor line at
Amati Global Investors on 0131 503 9115 or by email at
info@amatiglobal.com .
Notes
This Announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and is not a prospectus. This Announcement does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any ordinary shares in Amati AIM VCT
plc (the "Company") in any jurisdiction, including in or into
Australia, Canada, Japan, the Republic of South Africa, the United
States or any member state of the EEA (other than any member state
of the EEA where the Company's securities may be lawfully
marketed). Investors should not subscribe for or purchase any
ordinary shares referred to in this Announcement except on the
basis of information in the prospectus (the "Prospectus") in its
final form, published on 28 July 2021 by the Company in connection
with the offer for subscription and the supplementary prospectus
published on 18 January 2022 related thereto. Copies of the
Prospectus and the supplementary prospectus are available for
inspection, subject to certain access restrictions, from the
Company's registered office, for viewing at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website ( www.amatiglobal.com ). Approval of
the Prospectus by the FCA should not be understood as an
endorsement of the securities that are the subject of the
Prospectus. Potential investors are recommended to read the
Prospectus and the supplementary prospectus before making an
investment decision in order to fully understand the potential
risks and rewards associated with a decision to invest in the
Company's securities.
The content of the Company's web-pages and the content of any
website or pages which may be accessed through hyperlinks on the
Company's web-pages, other than the content of the document
referred to above, is neither incorporated into nor forms part of
the above announcement.
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END
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(END) Dow Jones Newswires
February 07, 2022 08:15 ET (13:15 GMT)
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