Proven VCT plc : Consolidation of Ordinary Shar...

ProVen VCT plc
Consolidation of Ordinary Shares and Conversion of C Shares and D Shares into Ordinary Shares
29 October 2012

In accordance with resolutions passed at the AGM on 21 August 2012, the general and class meetings that took place on 24 October 2012 and the provisions in the Company's articles of association, the Company has undertaken the following:

(1)     Consolidation of Ordinary Shares,
(2)     Conversion of 'C' Shares into Ordinary Shares and
(3)     Conversion of 'D' Shares into Ordinary Shares.

As at 31 August 2012, the Company announces that the unaudited net asset values ("NAVs") were as follows:

Ordinary Shares   50.8p
'C' Shares               93.6p
'D' Shares              88.6p

These NAVs have been used as the basis for the share conversions.

Ordinary Share Consolidation

52,373,714 existing Ordinary Shares of 5p each were consolidated on a 2 for 1 basis into 26,186,857 Ordinary Shares of 10p each with a pro-forma NAV at 31 August 2012 of 101.6p per share.

'C' Share Conversion

12,747,027 'C' Shares of 25p each converted into 11,743,324 Ordinary Shares of 10p each based on a conversion ratio of 0.921259843 new Ordinary Shares of 10p each for each 'C' Share of 25p each.

'D' Share Conversion

8,227,508 'D' Shares of 1p each converted into 7,174,776 Ordinary Shares of 10p each based on a conversion ratio of 0.872047244 new Ordinary Shares of 10p each for each 'D' Share of 1p each.

In order to facilitate the 'D' Share Conversion, immediately prior to the conversion, the Company made a bonus issue of 63,520,249 'D' Shares to existing 'D' Shareholders. 

 The final outcome of the above transactions is summarised as follows:

Original holders of one original Ordinary Share of 5p each now hold 0.5 Ordinary Shares of 10p each.

Original holders of one 'C' Share of 25p each now hold 0.921259843 Ordinary Shares of 10p each.

Original holders of one 'D' Share of 10p each now hold 0.872047244 Ordinary Shares of 10p each.

Admission to trading

Application has been made for the Ordinary Shares of 10p each arising on consolidation and for the 'D' Shares issued by way of the bonus issue to be admitted to the Official List and to trading on the main market of the London Stock Exchange. It is expected that admission will become effective, and that trading will commence, on or around 30 October 2012.

Application has been made for the Ordinary Shares of 10p each arising on the conversion of the 'C' Shares and the 'D' Shares to be admitted to the Official List and to trading on the main market of the London Stock Exchange. It is expected that admission will become effective, and that trading will commence, on or around 31 October 2012.

The ISIN of the Ordinary Shares of 10p each is GB00B8GH9P84. The TIDM remains PVN.

Share certificates

It is expected that new share certificates will be despatched to all Shareholders within the next three weeks.

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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: Proven VCT plc via Thomson Reuters ONE

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