Merger Results and Redesignation of Shares
15/11/2024 16:03
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FORESIGHT VENTURES VCT PLC
LEI: 213800R88MRC4Y3OIW86
MERGER RESULTS
15 NOVEMBER 2024
Introduction
On 11 October 2024, the board of Foresight Ventures VCT plc (formerly Thames
Ventures VCT 1 plc with the name change becoming effective today) (“the
Company”) (“the Board”) issued a circular (the "Circular") and a
prospectus setting out proposals for, amongst other things, the merger of the
Company with Thames Ventures VCT 2 plc ("TV2") carried out by way of a scheme
of reconstruction and winding up under section 110 of the Insolvency Act 1986
(the “Merger”).
Merger Results
The Company is pleased to confirm that all conditions to the Merger have now
been satisfied and the Merger has been implemented.
Accordingly, TV2 has been placed into members' voluntary liquidation and new
ordinary shares of 1p each in the capital of the Company (the “Consideration
Shares”) have been issued, subject only to Admission, in consideration for
the transfer of the assets and liabilities of TV2 to the Company based on the
relative NAVs of the Company and TV2 as at 15 November 2024 which were
announced earlier today. The total number of Consideration Shares issued to
TV2 shareholders, pursuant to the Merger, was 86,637,164, at the issue price
of 42.629237024071200p per share on the ratios outlined below:
Share Class of the Company Number of Consideration Shares to be issued Merger ratio
Ventures Shares 52,389,091 0.984075562836560
Healthcare Shares 20,464,086 0.868781993057500
AIM Shares 6,592,726 2.445551844849200
DP67 Shares 7,191,261 0.642528021460783
Applications have been made for all the 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 at 8.00 a.m. on 18 November 2024. CREST accounts are
expected to be credited on 18 November 2024 as well.
Following this allotment but prior to the share Redesignation (described
below), the issued share capital of the Company was 257,154,457 ordinary
shares and the total number of shares with voting rights in the Company is
257,154,457. The Company does not hold any shares in treasury.
Notwithstanding that this will only be for a short period due to the
Redesignation described below, the above figure (257,154,457) can be used by
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 the Company under the FCA's Disclosure and Transparency Rules.
Pursuant to the Merger, Dr Andrew Mackintosh has today been appointed as a
director of the Company.
The unaudited NAV per ordinary share as at 15 November 2024, immediately
following the Merger is 42.6p (this being the Merger Value of each ordinary
share in the Company).
Share Redesignation
Following the allotment of the Consideration Shares mentioned above, the
Company will redesignate 147,531,473 of its issued ordinary shares as deferred
shares, which will be immediately repurchased and cancelled, on the basis
described in the Circular, in order to re-base the NAV per share of each of
ordinary share to £1.00 (the "Redesignation").
The ratio applied in the Redesignation is 0.426292374158617 remaining ordinary
shares for every share held prior to the Redesignation and the remaining
ordinary shares in the capital of the Company will be subject to a new ISIN
number GB00BRBQ0C76. It is expected that admission of the revised ordinary
shares post-Redesignation will become effective and that trading will commence
on 19 November 2024. CREST accounts are expected to be updated to reflect the
Redesignation on 19 November 2024
Following the Redesignation, the issued share capital of the Company will be
109,622,984 ordinary shares and the total number of shares with voting rights
in the Company will be 109,622,984. The Company does not hold any shares in
treasury.
The above figure (109,622,984) can subsequently be used by 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 the Company under
the FCA's Disclosure and Transparency Rules.
The unaudited NAV per ordinary share as following the Redesignation will be
100p.
END
For further information, please contact:
Company Secretary
Foresight Group LLP
Contact: Stephen Thayer Tel: 0203 667 8100
Investor Relations
Foresight Group LLP
Contact: Andrew James Tel: 0203 667 8181