Issue of a Supplementary Prospectus and Circular
9 March 2018
Amati VCT 2 plc
Legal Entity Identifier: 213800HAEDBBK9RWCD25
Amati VCT plc and Amati VCT 2 plc
Issue of a Supplementary Prospectus and Circular - Proposed Merger
Amati VCT plc and Amati VCT 2 plc (together, "the Companies") announce that they have today published a joint Supplementary Prospectus and joint Circular in relation to the proposed merger of the two Companies. The Supplementary Prospectus updates the earlier prospectus published on 27 October 2017 in confirming that the merger proposals are now being put to shareholders.
The Boards of the Companies believe that a merger is commercially in the best interests of both Companies and their respective shareholders. The proposed merger is subject to the prior approval of the shareholders of the two Companies.
In order to put the merger proposals to shareholders, the Companies have in the Circular sent out notices to convene the following general meetings of shareholders:
(a) a general meeting of Amati VCT plc to be held at the offices of Mattioli Woods plc, Third Floor, 87/89 Baker Street, London W1U 6RJ on 26th April 2018 at 3:00 pm.
(b) a general meeting of Amati VCT plc 2 to be held at the offices of Mattioli Woods plc, Third Floor, 87/89 Baker Street, London W1U 6RJ on 26th April 2018 at 2:30 pm.
(c) a second general meeting of Amati VCT plc to be held at the offices of Rooney Nimmo, 8 Walker Street, Edinburgh EH3 7LA on 4th May 2018 at 11:00 am.
If the proposals to be put to shareholders at those meetings are passed then Amati VCT plc will go into voluntary winding up and all its business and assets will be transferred to Amati VCT 2 plc under section 110 of the Insolvency Act 1986 in return for the issue of new ordinary shares in Amati VCT 2 plc to Amati VCT plc shareholders. The two portfolios will be valued on the same basis in relation to the entitlements under the transfer.
In addition, the joint Circular contains proposed resolutions to change the name of Amati VCT 2 plc to Amati AIM VCT plc and to transfer, subject to the approval of the High Court and any restrictions imposed by it, the entire amount standing to the credit of the share premium account of Amati VCT 2 plc following the merger and at the date of the Court order to a distributable reserve which is able to be used for any purposes for which distributable reserves are available including distributions to shareholders and share buy backs. The Court may impose certain restrictions on the use of that reserve and it is subject in any case to the provisions of the 2014 Finance Act which limits the ability of VCTs to return to an investor share capital that does not represent profits made on investments. This restriction applies for a three year period beginning at the end of the accounting period in which the funds were raised.
Proposed Timetable
Latest time and date for receipt of YELLOW forms
of proxy for the General Meeting of Amati VCT 2 plc 2:30 pm on 24th April 2018
Latest time and date for receipt of BLUE forms of
Proxy for the First General Meeting of Amati VCT plc 3:00 pm on 24th April 2018
General Meeting of Amati VCT 2 plc 2:30 pm on 26th April 2018
First General Meeting of Amati VCT plc 3:00 pm on 26th April 2018
Time and date from which it is advised that dealings
in Ordinary Shares should only be for cash settlement
and immediate delivery of documents of title 8:00 am on 1st May 2018
Latest time and date for receipt of GREEN forms of
proxy for the Second General Meeting of Amati VCT plc 11:00 am on 2nd May 2018
Calculation Date 5:00 pm on 3rd May 2018
Record Date for Shareholders entitlements under the
Scheme 6:00 pm on 3rd May 2018
Dealings in Ordinary Shares of Amati VCT plc suspended 7:30 am on 4th May 2018
Second General Meeting of Amati VCT plc 11:00 am on 4th May 2018
Effective Date for implementation of the Scheme
and commencement of the liquidation of Amati VCT plc 4th May 2018
Admission to listing and dealings commence in the
New Shares issued pursuant to the Scheme 8.00 a.m. on 8th May 2018
New Shares issued in uncertificated form credited to
CREST accounts of Shareholders under the Scheme 8.00 a.m. on 8th May 2018
Cancellation of listing of Ordinary Shares on the
premium segment of the Official List and trading on
the Main Market 8.00 a.m. on 8th May 2018
Share and tax certificates in respect of New Shares
issued in certificated form pursuant to the Scheme
dispatched to Shareholders entitled thereto week commencing 14th May 2018
Applications will be made for the New Shares to be issues in connection with the Merger to be admitted to listing on the UKLA's official list and to trading on the main market of the London Stock Exchange, and expected to become effective on the dates set out above
The Boards of the Companies do not consider this announcement to contain market sensitive information.
A downloadable version of the Supplementary Prospectus and the Circular will be available from www.amatiglobal.com.
Copies of the Supplementary Prospectus and the Circular are available, free of charge, from Amati Global Investors, 18 Charlotte Square, Edinburgh, EH2 4DF.
In accordance with the Listing Rules, the Supplementary Prospectus and the Circular have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Enquiries:
For further information, please contact:
Amati Global Investors
on +44 (0)131 503 9115
or email: info@amatiglobal.com
Amati VCT plc: 213800JHPMJWKLKEUU24
Amati VCT 2 plc: 213800HAEDBBK9RWCD25
This information is provided by RNS
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