Downing Plan VCT 7 Downing Planned Exit VCT 7 PLC : Share Realisation and Reinvestment Programme, Top Up Offers, and A Share ...
26 Ottobre 2012 - 7:06PM
UK Regulatory
TIDMDPV7
Downing Planned Exit VCT 6 plc
Downing Planned Exit VCT 7 plc
(together, the "Companies")
26 October 2012
Share Realisation and Reinvestment Programme, Top Up Offers, and A Share
Conversion
The directors of the Companies are pleased to announce that they have published
an offer document (the "Offer Document") and a circular (the "Circular")
covering proposals to offer the Companies' UK resident shareholders (the "UK
Shareholders") the opportunity to participate in a share realisation and
reinvestment programme ("SRRP"). The Offer Document also proposes to offer all
of the Companies' shareholders (the "Shareholders") and members of the public
the opportunity to subscribe for up to 800,000 additional ordinary shares in
each of the Companies (the "Top Up Offer"). The Circular also include proposals
to convert the A Shares of both Companies into Ordinary Shares of the respective
Companies.
Details of the SRRP and Top Up Offer are included in the Circular which will be
posted to the Shareholders of the Companies shortly. The terms and conditions
of the SRRP and Top Up Offer, the risks associated with participating in the
SRRP and/or Top Up Offer and an explanation of the options available to
Shareholders pursuant to the proposals are contained in the Offer Document.
The SRRP, if approved by the Shareholders, will give participating UK
Shareholders the opportunity to sell their shares back to the Companies at a
price equal to 100% of the most recently published net asset value of the shares
(rounded down to the nearest 0.1p per share) and to then reinvest the proceeds
from the sale in a new issue of ordinary shares (the "Substitution Shares") at a
price equal to approximately 103% of the net asset value of the shares (rounded
down to the nearest 0.0001p per share), with the premium being charged to cover
administrative costs. A participating UK Shareholder is then, subject to his
personal circumstances, able to obtain additional VCT tax relief of up to 30% of
the amount subscribed for his Substitution Shares. The SRRP is subject to an
overall limit equal to 48.5% of the issued ordinary shares of the Companies
immediately following the conversion of the Companies' A shares into ordinary
shares.
The Top Up Offer is open to Shareholders and members of the public who may apply
for up to 800,000 additional ordinary shares in each of the Companies pursuant
to the Top Up Offer.
The SRRP and the Top Up Offer will close at 3.00 p.m. on 7 December 2012,
although this date may be extended by the directors of the Companies.
Subject to Shareholder approval, the A Shares will convert into Ordinary Shares
on 7 December based on relative net asset values as at 31 July 2012.
The SRRP, Top Up Offers and A Share conversions are subject to shareholder
approval. The general meeting and class meetings of holders of ordinary shares
and A shares in the Companies have been convened for 4 December 2012 at 10 Lower
Grosvenor Place, London SW1W 0EN. The notices of meetings and a detailed
explanation of the resolutions to be proposed at the general meeting and class
meetings are set out the Circular.
Copies of the Circular and Offer Document are available at www.downing.co.uk.
The Circular will shortly be available for inspection at the National Storage
Mechanism, which is located at http://www.morningstar.co.uk/uk/nsm
Any enquiries in respect of the SRRP or the Top Up Offer should be made to:
Grant Whitehouse
Downing LLP
Telephone: 020 7416 7780
Please note that Downing LLP is not able to provide investment or tax advice.
Shareholders are advised to consult an independent financial adviser for advice
in relation to the SRRP or Top Up Offer.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Downing Planned Exit VCT 7 PLC via Thomson Reuters ONE
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