29 August 2008
SPARK VCT 2 plc ("SPARK VCT 2" or the "Company")
Half Yearly Financial Report and possible Merger
The unaudited Half Yearly Financial Report of SPARK VCT 2 for the six months
ended 30 June 2008 was published today and will be posted to shareholders on 3
September 2008. Further copies will be available from the Company's registered
office and will also be made available on the website www.sparkventures.com.
A copy of the above document is to be submitted to the UK Listing Authority,
and will shortly be available for inspection at the UK Listing Authority's
Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
London E14 5HS
The board of SPARK VCT 2 (the "Board") also announces that it is in discussions
with the board of Spark VCT 3 plc ("SPARK VCT 3") regarding a possible merger
between SPARK VCT 2 and SPARK VCT 3.
The Board believes that a merger would achieve a number of benefits including
cost savings and enhanced operational efficiency and flexibility in the
allocation of financial resources.
It is proposed that the merger will be effected by a scheme of arrangement of
SPARK VCT 3 in accordance with Part 26 of the Companies Act 2006 (the
"Scheme"). It is further proposed that the Net Asset Values of SPARK VCT 2 and
SPARK VCT 3 as at 30 June 2008, subject to any appropriate subsequent
adjustments, will be used as the basis for merger discussions.
There can be no certainty that a merger of SPARK VCT 2 and SPARK VCT 3 will be
effected nor as to the terms on which any merger might be effected. A further
announcement will be made when appropriate.
As a result of the merger proposal, the Company has suspended its share buyback
programme with immediate effect.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the
"Code"), as at 29 August 2008 the Company has 45,736,085 ordinary shares of 1p
in issue with International Securities Identification Number GB0002098969.
For further information please contact:
SPARK VCT 2 PLC
Nghi Tran, Company Secretary 0207 851 7777
Noble & Company Limited (Financial adviser to Spark VCT 2 plc)
John Riddell 0207 763 2200
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of SPARK VCT 2 or SPARK VCT 3, all 'dealings' in any 'relevant
securities' of each company (including by means of an option in respect of, or
a derivative referenced to, any such 'relevant securities') must be publicly
disclosed by no later than 3:30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date of the shareholder and Court-convened meetings of the companies
or on which the 'offer period' otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or informal,
to acquire an 'interest' in 'relevant securities' of SPARK VCT 2 or SPARK VCT
3, they will be deemed to be a single person for the purpose of Rule 8.3.
Under provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of SPARK VCT 2 or SPARK VCT 3 by SPARK VCT 2 or SPARK VCT 3 or by
any of their respective 'associates', must be disclosed by no later than 12:00
noon (London time) on the London business day following the date of the
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the prices of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue or any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.