General Meetings and Merger Results
Albion Enterprise VCT
PLC (AAEV)
(LEI: 213800OVSRDHRJBMO720)
Albion Development VCT
PLC
(AADV)
(LEI:
213800FDDMBD9QLHLB38)
Albion Technology & General VCT
PLC (AATG)
(LEI: 213800TKJUY376H3KN16)
Albion KAY VCT PLC
(KAY)
(LEI:213800DK8H27QY3J5R45)
Albion Crown VCT
PLC
(CRWN)
(LEI: 213800SYIQPA3L3T1Q68)
Albion Venture Capital Trust
PLC
(AAVC)
(LEI: 213800JKELS32V2OK421)
(together the Companies and each a
Company)
19 December 2024
Introduction
On 12 November 2024, the Companies issued a joint circular
(Circular) setting out proposals for, amongst
other things, merging the six Companies into three
(Mergers), offers for subscription by AAEV, AATG
and CRWN (as the proposed acquiring Companies), revised fee
arrangements that would apply to each of AAEV's and CRWN's
management agreements with its investment manager, Albion Capital
Group LLP, and notices for general meetings of the Companies to be
convened on 11 December 2024 and (in relation to AADV, KAY and AAVC
only) on 19 December 2024) in connection therewith (General
Meetings and each a General
Meeting).
General Meetings
On 11 December 2024, the Companies announced that all the
resolutions proposed at their respective General Meetings held on
that day were duly passed.
AADV, KAY and AAVC are pleased to announce that the resolutions
proposed at their respective General Meetings held earlier
today were duly passed (in each case by way of a
poll). Set out below are the results of those General
Meetings.
AADV
The following table shows the results of the
votes cast for the resolution:
Resolution
|
For |
Against |
Withheld |
Number |
Percentage |
Number |
Percentage |
Number |
1. |
10,466,910 |
98.43% |
167,412 |
1.57% |
35,000 |
Any proxy appointments which gave discretion to
the Chair have been included in the vote "For" total.
A copy of the resolution passed at the AADV
General Meeting will shortly be available for inspection on both
AADV's website (www.albion.capital) as well as at the National
Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
KAY
The following table shows the results of the
votes cast for the resolution:
Resolution
|
For |
Against |
Withheld |
Number |
Percentage |
Number |
Percentage |
Number |
1. |
40,200,128 |
97.10% |
1,201,153 |
2.90% |
31,759 |
Any proxy appointments which gave discretion to
the Chair have been included in the vote "For" total.
A copy of the resolution passed at the KAY
General Meeting will shortly be available for inspection on both
KAY's website (www.albion.capital) as well as at the National
Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
AAVC
The following table shows the results of the
votes cast for the resolution:
Resolution
|
For |
Against |
Withheld |
Number |
Percentage |
Number |
Percentage |
Number |
1. |
11,128,859 |
97.83% |
246,648 |
2.17% |
51,557 |
Any proxy appointments which gave discretion to
the Chair have been included in the vote "For" total.
A copy of the resolution passed at the AAVC
General Meeting will shortly be available for inspection on both
AAVC's website (www.albion.capital) 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 Mergers were satisfied and all the Mergers have
been implemented. Accordingly:
AAEV/AADV
AADV has been placed into members' voluntary
liquidation and new ordinary shares of 1p each in the capital of
AAEV (AAEV Consideration Shares) have been issued
in consideration for the transfer of the assets and liabilities of
AADV to AAEV. The total number of AAEV Consideration Shares issued
to AADV's shareholders was 112,097,051, at an issue price of
117.00092p per share (on a ratio of 0.75864110 AAEV Consideration
Shares for each ordinary share in AADV).
Application will shortly be made for all the
AAEV 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 20 December 2024. CREST accounts are
also expected to be credited on 20 December 2024.
Following this allotment, the issued share
capital of AAEV is 242,629,261 ordinary shares (with 18,185,333 of
these being held in treasury with no voting rights) and,
accordingly, the total number of shares with voting rights in AAEV
being 224,443,928.
The above voting rights figure 224,443,928 can
be used by AAEV 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 AAEV under the
FCA's Disclosure Guidance and Transparency Rules.
The suspension of trading of AADV's shares took
place at 7.30 a.m. today (19 December 2024) and the cancellation of
the listing of AADV's shares is expected to take place at 8.00 a.m.
on 20 December 2024.
As a result of the AAEV/AADV Merger becoming
effective, Patrick Reeve has stepped down as a director of AAEV,
and Ben Larkin, Lord O'Shaughnessy, Lyn Goleby and Patrick Reeve
have all stepped down as directors of AADV. Ben Larkin and Lord
O'Shaughnessy have also been appointed as new directors of AAEV.
All of these resignations and appointments have taken effect
today.
The unaudited NAV per AAEV share as at 19
December 2024 following the AAEV/AADV Merger is 117.00p (this being
the Merger Value of an AAEV share (to two decimal places)).
AATG/KAY
KAY has been placed into members' voluntary
liquidation and new ordinary shares of 1p each in the capital of
AATG (AATG Consideration Shares) have been issued
in consideration for the transfer of the assets and liabilities of
KAY to AATG. The total number of AATG Consideration Shares issued
to KAY's shareholders was 154,908,314, at an issue price of
71.33586p per share (on a ratio of 0.27798209 AATG Consideration
Shares for each ordinary share in KAY).
Application will shortly be made for all the
AATG 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 20 December 2024. CREST accounts are
also expected to be credited on 20 December 2024.
Following this allotment, the issued share
capital of AATG is 372,107,694 ordinary shares (with 28,037,873 of
these being held in treasury with no voting rights) and,
accordingly, the total number of shares with voting rights in AATG
being 344,069,821.
The above voting rights figure 344,069,821 can
be used by AATG 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 AATG under the
FCA's Disclosure Guidance and Transparency Rules.
The suspension of trading of KAY's shares took
place at 7.30 a.m. today (19 December 2024) and the cancellation
the listing of KAY's shares is expected to take place at 8.00 a.m.
on 20 December 2024.
As a result of the AATG/KAY Merger becoming
effective, Peter Moorhouse, Margaret Payn and Patrick Reeve have
stepped down as directors of AATG, and Fiona Wollocombe, Swarupa
Pathakji and Simon Thorpe have all stepped down as directors of
KAY. Fiona Wollocombe, Swarupa Pathakji and Simon Thorpe have also
been appointed as new directors of AATG. All of these resignations
and appointments have taken effect today.
The unaudited NAV per AATG share as at 19
December 2024 following the Merger is 71.34p (this being the Merger
Value of an AATG share (to two decimal places)).
CRWN/AAVC
AAVC has been placed into members' voluntary
liquidation and a new class of shares in CRWN (ordinary C shares of
1 penny each) (New CRWN Shares) have been issued
in consideration for the transfer of the assets and liabilities of
AAVC to CRWN. The New CRWN Shares encompass the existing AAVC
portfolio (with one New CRWN Share being issued for each AAVC Share
that an AAVC Shareholder holds). This new share class will then
convert into ordinary shares of 1 penny each in CRWN (CRWN
Shares) in accordance with the new articles of association
of CRWN by reference to the respective net asset values of the CRWN
Share class and the New CRWN Share class as at 30 June 2026. It is
expected that conversion of the New CRWN Shares will complete in
November 2026. The total number of New CRWN Shares issued to AAVC's
shareholders was 134,160,646, at a deemed issue price of 41.83890p
per share.
Application will shortly be made for all the New
CRWN Shares issued pursuant to the CRWN/AAVC Merger 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 20 December 2024. CREST
accounts are also expected to be credited on 20 December 2024.
Following this allotment, the issued share
capital of CRWN is 342,835,517 CRWN Shares (with 45,787,992 of
these being held in treasury with no voting rights) and 134,160,646
New CRWN Shares. Accordingly, the total number of shares with
voting rights in CRWN is, therefore, 431,208,171.
The above voting rights figure 431,208,171 can
be used by CRWN 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 CRWN under the
FCA's Disclosure Guidance and Transparency Rules.
The suspension of trading of AAVC's shares took
place at 7.30 a.m. today (19 December 2024) and the cancellation of
the listing of AAVC's shares is expected to take place at 8.00 a.m.
on 20 December 2024.
As a result of the CRWN/AAVC Merger becoming
effective, James Agnew and Tony Ellingham have stepped down as
directors of CRWN, and Richard Glover, Ann Berresford, Neeta Patel
and Richard Wilson have all stepped down as directors of AAVC.
Richard Glover, Ann Berresford and Richard Wilson have also been
appointed as new directors of CRWN. All of these resignations and
appointments have taken effect today.
The unaudited NAV per CRWN Share as at 19
December 2024 following the CRWN/AAVC Merger is 30.46p. The
unaudited NAV per New CRWN Share as at 19 December 2024 following
the CRWN/AAVC Merger is expected to be 41.84p.
OFFERS
AAEV, AATG and CRWN (as the acquiring Companies)
launched offers for subscription (Offers)
contained in a prospectus issued jointly by those Companies on 12
November 2024 (Prospectus).
AAEV, AATG and CRWN are pleased to confirm that
the Offers will open for applications on 6 January 2025. A copy of
the Prospectus is available on the Manager's website
(www.albion.capital/offers) as well as at the National Storage
Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
FURTHER INFORMATION
For further information, please contact:
Vikash Hansrani
Operations Partner
Albion Capital Group LLP
Telephone: 020 7601 1850
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