RNS Number : 7343I
Spark VCT 2 PLC
24 November 2008
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Embargoed for release at 7.00 a.m.
24 November 2008
SPARK VCT 2 plc
('SVC2' or the 'Company')
Formula asset value calculation
On 13 October 2008 the Company announced the formal agreement of the terms and conditions of a merger with SPARK VCT 3 plc (the 'Merger') to be effected by way of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the 'Scheme'). Shareholders of both the Company and SPARK VCT 3 plc approved the resolutions to approve the merger on 12 November 2008.
The boards of SPARK VCT 2 plc and SPARK VCT 3 plc announce that they have approved the formula asset value calculations ('FAV'), as at 19 November 2008, which will determine the share exchange ratio for the merger. The FAV calculations have been calculated by the manager of the Company, SPARK Venture Management Limited (the 'Manager') as described within the Scheme circular dated 13 October 2008. The results of the FAV calculations at 19 November 2008 were as follows:
FAV of SPARK VCT 3 plc 57.9313 pence per ordinary 1 penny share
FAV of SPARK VCT 2 plc 39.6438 pence per ordinary 1 penny share
Shareholders in SPARK VCT 3 plc shall, therefore, receive 1.4613 new ordinary 1 penny shares in SPARK VCT 2 plc for each ordinary 1 penny share in SPARK VCT 3 plc held by Scheme Shareholders, who are on the register at 6 p.m. on the business day before the Effective Date of the Scheme, which is expected to be 27 November 2008.
The implementation of the Scheme remains conditional on the satisfaction or waiver of the remaining Conditions, including the sanction of the Scheme and the confirmation of the reduction of capital by the Court.
SPARK VCT 2 plc +44 (20) 7851 7777
Nghi Tran, Company Secretary
Noble & Company Limited (financial adviser to SPARK VCT 2 plc) +44 (20) 7763 2200
John Riddell/Alastair Maclachlan
SPARK VCT 3 plc +44 (20) 7851 7777
Nghi Tran, Company Secretary
Daniel Stewart & Company plc (financial adviser to SPARK VCT 3 plc) +44 (20) 7776 6550
Paul Shackleton/Charlotte Stranner
SPARK Venture Management Limited (Manager of SPARK VCT 2 plc +44 (20) 7851 7777
and SPARK VCT 3 plc)
Andrew Carruthers/Martin Williams
Noble & Company Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting for SPARK VCT 2 plc and no-one else in connection with the Proposals and will not be responsible to anyone other than SPARK VCT 2 plc for providing the protections afforded to clients of Noble & Company Limited nor for providing advice in relation to the Proposals nor any other matter referred to in this announcement.
Daniel Stewart & Company plc, which is authorised and regulated in the UK by the Financial Services Authority, is acting as financial adviser to SPARK VCT 3 plc in connection with the Proposals and no-one else and will not be responsible to anyone other than SPARK VCT 3 plc for providing the protections afforded to clients of Daniel Stewart & Company plc nor for providing advice in relation to the Proposals nor any other matter referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, `interested' (directly or indirectly) in one % or more of any class of `relevant securities' of SVC3 or SPARK VCT 2 plc ('SVC2'), 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 p.m. (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 SVC3 or SVC2, 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 SVC3 or SVC2 by SVC3 or SVC2 or by any of their respective `associates', must be disclosed by no later than 12.00 p.m. (London time) on the London business day following the date of the relevant transaction. 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 Panel's website at www.thetakeoverpanel.org.uk.
`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.
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