Northern 2 VCT PLC.
Statement re Shareholder Meeting, Proposed Tender Offer, Share Issue and Extension of the life of the Company
23 SEPTEMBER 2011
NORTHERN 2 VCT PLC
SHAREHOLDER MEETING, proposed tender offer, SHARE ISSUE AND EXTENSION OF THE LIFE OF THE COMPANY
Northern 2 VCT PLC ("the Company") announces that a circular has today been posted to shareholders giving notice of a shareholder general meeting to be held on 20 October 2011 to consider resolutions to facilitate a proposed tender offer and a proposed share issue to raise up to £15 million (before expenses) and to amend the articles of association to extend the life of the company.
Tender offer at a 3% discount to net asset value
The directors propose that, subject to obtaining shareholder approval at the October 2011 general meeting, a tender offer will then be made to purchase up to 10% of the then issued share capital of the Company at a price representing a discount of 3% to the unaudited net asset value ("NAV") as at 30 September 2011 adjusted for any declared but unpaid dividends. It is expected that the tender offer will be made in early November 2011 and that the tender offer will close on 6 January 2012, with cash payments being made to participating shareholders in early January 2012. The tender offer will give all shareholders the right to tender up to 10% of their ordinary shares held as at 4 November 2011 and the opportunity to tender more than their entitlement subject to the take up of the offer by other shareholders.
Shareholders who subscribed for ordinary shares on or after 6 April 2006 must hold such shares for five years from the date of issue in order to retain the initial income tax relief granted in respect of their subscription. Shareholders who successfully tender any ordinary shares which were allotted to them on or after 6 January 2007 would therefore lose the initial income tax relief granted in respect of their subscription.
Share issue to raise up to £15 million
The directors propose that, subject to obtaining shareholder approval at the October 2011 general meeting, there will be an issue of new ordinary shares to raise up to £15 million (before expenses). It is expected that a prospectus will be issued in November 2011.
Applications for the new shares will be considered on a first come first served basis subject to the directors' discretion. Investors will be permitted to make applications for shares in either or both of the 2011/12 and the 2012/13 tax years. It is anticipated that the share issue will remain open until 5 April 2012 in respect of the 2011/12 tax year and until late April 2012 in respect of the 2012/13 tax year, subject to the directors' right to close the share issue at any time.
To encourage early applications an "early bird" incentive of additional shares equivalent in value to 2% of the issue price will be given to applicants who apply before 6 February 2012 and satisfy the Company that they, or their spouses, are shareholders of the Company or of Northern Venture Trust PLC or Northern 3 VCT PLC.
The new shares will be issued at a premium to the then last published NAV to allow for issue costs (which will include the cost of the "early bird" incentive) of 5.5% of the amount raised and to avoid any material dilution in the NAV attributable to each existing share when the new shares are issued.
Extension of the life of the Company
The articles of association presently require that a resolution for the continuation of the Company be put to the annual general meeting of the Company held in 2013 and, unless defeated, at five-yearly intervals thereafter. The proposed amendment to the articles of association requires the continuation resolution to be considered at the annual general meeting of the Company expected to be held in July 2017 and every five years thereafter.
A copy of the circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do and is also available on the NVM Private Equity website at www.nvm.co.uk/n2vctgm2011
Alastair Conn/Christopher Mellor, NVM Private Equity Limited - 0191 244 6000
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Northern 2 VCT PLC via Thomson Reuters ONE