GENERAL MEETINGS AND MERGER RESULTS
Mobeus Income & Growth VCT plc (LEI: 213800HKOSEVWS7YPH79) (MIG)
Mobeus Income & Growth 2 VCT plc (LEI: 213800LY62XLI1B4VX35) (MIG 2)
Mobeus Income & Growth 4 VCT plc (LEI: 213800IFNJ65R8AQW943) (MIG 4)
The Income & Growth VCT plc (LEI: 213800FPC15FNM74YD92) (I&G)
(together the Companies and each a Company)
26 July 2024
GENERAL MEETINGS AND MERGER RESULTS
Introduction
On 18 June 2024, the Companies issued a joint circular (Circular) setting out proposals for, amongst other things, merging the four Companies into two (Merger), offers for subscription by MIG and I&G (as the proposed surviving Companies, such offers being conditional on the Merger becoming effective) and notices for general meetings of the Companies to be convened on 18 July 2024 (all Companies) and 26 July 2024 (MIG 2 and MIG 4 only) in connection therewith (General Meetings and each a General Meeting).
General Meetings
On 18 July 2024, the Companies announced that all the resolutions proposed at their respective General Meetings held on that day were duly passed.
MIG 2 and MIG 4 are pleased to announce that the resolutions proposed at their respective General Meetings held earlier today were duly passed. Set out below are the results of those General Meetings.
MIG 2
Proxy results were received in respect of 5,969,986 ordinary shares representing 6.18% of the issued share capital as at 24 July 2024.
The following table shows the proxy votes cast for the resolution:
|
For |
Against |
Withheld |
||
|
Number |
Percentage |
Number |
Percentage |
|
|
5,612,349 |
96.37% |
211,246 |
3.63% |
146,391 |
1. A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution.
2. Any proxy appointments which gave discretion to the Chair have been included in the vote "For" total.
A copy of the resolutions passed at the MIG 2 General Meeting will shortly be available for inspection on both MIG 2's website (www.mig2vct.co.uk) as well as at the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
MIG 4
Proxy results were received in respect of 7,221,449 ordinary shares representing 6.55% of the issued share capital as at 24 July 2024.
The following table shows the proxy votes cast for the resolution:
|
For |
Against |
Withheld |
||
|
Number |
Percentage |
Number |
Percentage |
|
|
6,591,566 |
91.56% |
607,990 |
8.44% |
21,893 |
1. A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution.
2. Any proxy appointments which gave discretion to the Chair have been included in the vote "For" total.
A copy of the resolutions passed at the MIG 4 General Meeting will shortly be available for inspection on both MIG 4's website (www.mig4vct.co.uk) as well as at the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
MERGER RESULTS
The Companies are pleased to confirm that all conditions to the Merger were satisfied and the Merger has been implemented. Accordingly:
MIG/MIG 2
MIG 2 has been placed into members' voluntary liquidation and new ordinary shares of 1p each in the capital of MIG (MIG Consideration Shares) have been issued in consideration for the transfer of the assets and liabilities of MIG 2 to MIG. The total number of MIG Consideration Shares issued to MIG 2's shareholders was 102,889,464, at an issue price of 56.08925784p per share (on a ratio of 1.06486903 MIG Consideration Shares for each ordinary share in MIG 2).
Application will shortly be made for all the MIG Consideration Shares issued 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 29 July 2024. CREST accounts are also expected to be credited on 29 July 2024.
Following this allotment, the issued share capital of MIG is 265,012,332 ordinary shares and the total number of shares with voting rights in MIG is 265,012,332. MIG does not hold any shares in treasury.
The above figure (265,012,332) can be used by MIG shareholders as the denominator for the calculations by which to determine if they are required to notify their interest in, or a change to, their interest in MIG under the FCA's Disclosure and Transparency Rules.
The suspension of the listing of MIG 2's shares took place at 7.30 a.m. today (26 July 2024) and the cancellation of MIG 2's shares will take place from the commencement of trading on 23 August 2024.
As a result of the Merger becoming effective, Bridget Guérin has today stepped down as a director of MIG and Ian Blackburn and Sarah Clark (directors of MIG 2) have today been appointed as directors of MIG. MIG's accounting reference date has also been shortened from 31 December to 30 September to align with that of I&G.
The unaudited NAV per MIG share as at 26 July 2024 following the Merger is 56.09p (this being the Merger Value of a MIG share (to two decimal places)).
I&G/MIG 4
MIG 4 has been placed into members' voluntary liquidation and new ordinary shares of 1p each in the capital of I&G (I&G Consideration Shares) have been issued in consideration for the transfer of the assets and liabilities of MIG 4 to I&G. The total number of I&G Consideration Shares issued to MIG 4's shareholders was 111,563,043, at an issue price of 72.34659061p per share (on a ratio of 1.01194741 I&G Consideration Shares for each ordinary share in MIG 4).
Application will shortly be made for all the I&G Consideration Shares issued 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 29 July 2024. CREST accounts are also expected to be credited on 29 July 2024.
Following this allotment, the issued share capital of I&G is 267,312,818 ordinary shares and the total number of shares with voting rights in I&G is 267,312,818. I&G does not hold any shares in treasury.
The above figure (267,312,818) can be used by I&G shareholders as the denominator for the calculations by which to determine if they are required to notify their interest in, or a change to, their interest in I&G under the FCA's Disclosure and Transparency Rules. The suspension of the listing of MIG 4's shares took place at 7.30 a.m. today (26 July 2024) and the cancellation of MIG 4's shares will take place from the commencement of trading on 23 August 2024.
As a result of the Merger becoming effective, Graham Paterson (chair of MIG 4) has today been appointed as a director of I&G.
The unaudited NAV per I&G share as at 26 July 2024 following the Merger is 72.35p (this being the Merger Value of a I&G share (to two decimal places)).
OFFERS
MIG and I&G (as the surviving Companies) launched offers for subscription contained in a prospectus issued jointly by those Companies on 18 June 2024 (Offers). The Offers were conditional on resolutions being passed at the General Meetings held by those Companies on 18 July 2024 and the Merger becoming effective.
MIG and I&G are pleased to confirm that the Offers are now unconditional and will open for applications on 2 September 2024. A copy of the Prospectus is available on MIG's website (www.migvct.co.uk) and on I&G's website (www.incomeandgrowthvct.co.uk) as well as at the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
FURTHER INFORMATION
For further information, please contact:
Gresham House Asset Management Limited
Company Secretary
Telephone: +44 (0)20 7382 0999
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