REG - Mobeus Inc&Gwth - GENERAL MEETINGS AND MERGER RESULTS

Mobeus Income & Growth VCTAnnouncement

26/07/2024 14:00

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RNS Number : 0718Y  Mobeus Income & Growth VCT PLC  26 July 2024

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
(www.mig2vct.co.uk) ) as well as at the National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(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
(www.mig4vct.co.uk) ) as well as at the National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(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 (www.migvct.co.uk) ) and on
I&G's website (www.incomeandgrowthvct.co.uk (www.incomeandgrowthvct.co.uk)
) as well as at the National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(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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