Foresight VCT PLC : Publication of Circular
Foresight VCT plc ("the Company")
Publication of Circular - Removal of the Planned Exit Shares and Infrastructure Shares
Further to the announcement made on 15 December 2017, the Board announces that a circular ("Circular") has been posted today to shareholders of the Company in connection with removal of the planned exit shares of 1p each ("Planned Exit Shares") and infrastructure shares of 1p each ("Infrastructure Shares").
Following the payment of the final dividends of 7.71p per Planned Exit Share and 93.05p per Infrastructure Share announced on 15 December 2017 and payable on 29 December 2017 ("Final Dividends"), there will be no value remaining in such shares. The Board is, therefore, putting proposals to shareholders to complete the removal of both the Planned Exit Shares and Infrastructure Shares.
Removal Planned Exit Shares and Infrastructure Shares
The Circular contains recommended proposals effectively to remove the Planned Exit Shares and the Infrastructure Shares, together with notices of a general meeting and separate class meetings to be convened on 23 January 2018 in connection with such proposals ("Meetings").
The removal of the Planned Exit Shares and the Infrastructure Shares will be effected by converting all of the Planned Exit Shares and the Infrastructure Shares into deferred shares of 1p each ("Deferred Shares"), with the Company then immediately purchasing all such Deferred Shares for an aggregate amount of 1p.
Following the conversion and repurchase, there will no longer be any Planned Exit Shares or Infrastructure Shares in issue and the Company will notify the UK Listing Authority that reference to the Planned Exit Shares and the Infrastructure Shares be removed from the Official List (with the intention that their listing will cease to exist) and request the London Stock Exchange ("LSE") to remove the admission to trading of such shares on the LSE.
In order to implement the removal of the Planned Exit Shares and the Infrastructure Shares, it is proposed to make amendments to the articles of association of the Company ("Articles") to introduce new provisions setting out the rights attaching to the Deferred Shares. The Deferred Shares will only have nominal rights (as more particularly detailed within the Circular). The provisions relating to the Deferred Shares will automatically be deleted from the Articles following such shares being repurchased and cancelled.
In addition, it is also proposed to make consequential amendments to the Articles to remove the separate provisions relating to the Planned Exit Shares and the Infrastructure Shares which, following the conversion and repurchase, will no longer exist.
The approval of Shareholders is required to convert the Planned Exit Shares and Infrastructure Shares into Deferred Shares, amend the Articles and repurchase the Deferred Shares under the Companies Act 2006 and the Articles. Such approval is being sought pursuant to the resolutions to be proposed at the Meetings.
Following completion of the removal of the Planned Exit Shares and Infrastructure Shares, the Company will then have one single class of share going forward, these being the Ordinary Shares. The Ordinary Shares fund will benefit from the Company having a simplified share capital structure.
Final Dividends declared 15 December 2017
Payment date for Final Dividends 29 December 2017
Latest time for receipt of Forms of Proxy for the Meetings:
General Meeting 12.00 noon on 19 January 2018
Ordinary Shares Class Meeting 12.30 p.m. on 19 January 2018
Planned Exit Shares Class Meeting 12.40 p.m. on 19 January 2018
Infrastructure Shares Class Meeting 12.50 p.m. on 19 January 2018
Last day to register transfers of Planned Exit Shares and Infrastructure Shares 23 January 2018
General Meeting 12.00 noon on 23 January 2018
Ordinary Shares Class Meeting 12.30 p.m. on 23 January 2018
Planned Exit Shares Class Meeting 12.40 p.m. on 23 January 2018
Infrastructure Shares Class Meeting 12.50 p.m. on 23 January 2018
Record date and time for the conversion of Planned Exit Shares and 5.00 p.m. on 23 January 2018
Infrastructure Shares into Deferred Shares
Conversion of Planned Exit Shares and Infrastructure Shares 24 January 2018
into Deferred Shares
Repurchase of Deferred Shares 24 January 2018
Removal of the Listing of Planned Exit Shares and Infrastructure Shares 25 January 2018
For further information please contact:
Foresight Group LLP
Tel: 020 3667 8159