Replacement announcement: Continuation Vote and...
RNS ANNOUNCEMENT
For immediate release 5 March 2010
SPARK VCT PLC ("Spark VCT" or the "Company")
REPLACEMENT ANNOUNCEMENT: CONTINUATION VOTE AND STRATEGY UPDATE
The Continuation Vote and Strategy Update announcement released on 26 February
2010 at 07.00 under RNS No. 01739-C39A has been amended as follows:
the annual running costs of Spark VCT plc including the management fee are
capped at 3.25% of NAV not 3.5% as stated.
The full amended text is shown below:
At the Annual General Meeting ("AGM") being held in May 2010, shareholders in
the Company will be asked to vote on a resolution to decide whether or not the
Company should continue as a venture capital trust (the "Continuation Vote").
In preparation for this, the Board has considered whether the Company should
continue as a venture capital trust ("VCT") and, if so, the most appropriate
strategy for the Company and its shareholders both in the short and long term.
The Board today announces the conclusions of its review on both continuation
and strategy well ahead of the AGM, giving shareholders reasonable time to
consider the issues prior to the Continuation Vote.
Continuation Vote
Market surveys suggest that shareholders wish VCT companies to continue and to
preserve their VCT tax status. As stated in the Half Yearly Financial Report
published on 21 August 2009, the Board believes that many investors in Spark
VCT with "rolled over" or "deferred" capital gains would be significantly
disadvantaged if the Company ceased to qualify as a VCT.
It is, therefore, the Board's view that it is in the best interests of
shareholders to maintain the Company as a qualifying VCT. Accordingly, the
directors are recommending that shareholders support the Continuation Vote.
Investment Strategy
A new Board was appointed to Spark VCT early in 2009. The directors are most
aware that no dividend has been paid to shareholders since October 2008, that
net assets have fallen significantly in recent years and that there has been an
enduring discount between the net assets per share and the share price.
They have, accordingly, assessed the Company's investments and concluded that,
in the current economic climate, early stage venture capital investments, such
as the majority of those in the Company's existing portfolio, no longer present
an attractive investment for Spark VCT shareholders. The Board believes that
this is likely to remain the case for the foreseeable future. As a result, the
directors have reviewed the investment strategy for the Company and advise
that:
* The Company's existing portfolio investments should be realised as soon as
they mature and suitable exits are achievable. This is likely to take
several years and some highly selective follow-on funding may be required
where it is possible to enhance realisation prospects;
* It is more efficient to use cash proceeds from realisations to fund tax
free dividends than share buybacks. Accordingly, the Board intends to adopt
an aggressive dividend policy, which returns 75% of sale proceeds realised
from current portfolio investments to shareholders by way of tax free
dividends;
* The remaining cash funds not required for follow-on investments should be
used to make new, qualifying investments, within the Company's existing
investment policy, enabling the Company to maintain its VCT tax status;
such investments would be focused towards relatively lower risk
opportunities, where investee companies are more advanced in their
development - either generating revenues and able to pay dividends or well
positioned for exit in a short time frame.
This new investment strategy reflects the policy recently announced by Spark
VCT 2 plc and it is anticipated that the majority of such new investments would
be made in conjunction with that company.
The new policies set out above are likely, over time, to result in the total
assets within the Company reducing to a size which is no longer viable,
commercially, as an independent entity. Accordingly, the Board remains alert to
the possibility of a merger with appropriate VCTs.
Board Changes
Greg Lockwood has indicated that, due to his other commitments, he will be
standing down from the Board at the Company's AGM in May 2010. The Board would
like to thank Greg for his valuable contribution during a short and active
tenure. Having completed its review of the Company's investments and determined
the future strategy, the Directors consider the reduced Board size will meet
the Company's future needs.
Announcement of Final Results
The results for the year ended 31 December 2009 will be issued in early April
2010. Details of the Continuation Vote will be included in the Annual Report
which will be posted at the same time as the results.
Dividends
On 31 December 2009, the Company had approximately £9.9m in cash and readily
realisable assets. The Board will be recommending a final dividend for the year
to 31 December 2009 of 2p per share for approval by shareholders at the AGM.
Subject to a successful Continuation Vote, it is the Board's intention to
provide more regular dividends thereafter, which reflect its new policy to
return 75% of realisation proceeds from existing portfolio investments to
shareholders.
Once the existing portfolio has been realised and 75% of the proceeds returned
to shareholders, the Board intends to adopt a dividend policy which provides a
consistent, although lower, income stream for shareholders, reflecting the
underlying profitability of its investees.
Share Buybacks and Directors' Purchases
The Board considers that funding tax free cash dividends is better use of
Company funds than share buybacks. Accordingly, it intends to limit any such
share purchases to the most extreme circumstances and, in no case, will the
cost of buybacks be allowed to exceed 0.5% of opening Net Asset Value in any
year.
It is the intention of directors, Robin Field and David Adams, and certain
officers of the Company's fund manager, Spark Venture Management Limited, to
purchase shares on their own behalf once the Company is out of the current
close period. This will take place following the announcement of the final
results for the year ended 31 December 2009 and the Company has completed any
share buybacks on its own account.
Thereafter, it is hoped that the new strategy, including the dividend policies,
will encourage a more active secondary market in the Company's shares.
Costs
The Board is actively monitoring the costs of the Company's service providers
to ensure these are kept as low as is practical. The management fee paid to
Spark Venture Management Limited remains limited to 2% of NAV and all costs,
including the management fee, are capped at 3.25% of NAV. As the existing
portfolio is realised and the proceeds distributed to shareholders, the
management fee will be reduced accordingly.
Once the disposal stage has been completed, there may well be opportunities for
further cost savings.
Robin Field, Chairman of Spark VCT, said: "After much consideration, the Board
believes it has identified the best strategy for the Company in the long term
interests of its shareholders. The new strategy strikes the right balance
between selling the existing portfolio and distributing significant tax free
dividends and, thereafter, maintaining the Company's VCT status."
...Ends...
For further information, please contact:
Rawlings Financial PR Limited Tel: 01653 618016
Catriona Valentine catriona@rawlingsfinancial.co.uk
Keeley Clarke keeley@rawlingsfinancial.co.uk
Spark VCT plc website www.sparkvct.com
2
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