EGM Notice and proposed Offer

RNS Number:1637K
Sitka Health Fund VCT PLC
09 October 2006

                   SITKA HEALTH FUND VCT PLC (the "Company")



  Proposed offer for subscription of new Ordinary Shares (the "Offer"), early
conversion of 'C1' Shares, renewal of share buy back authority, cancellation of
      the Share premium account and extension of the life of the Company.





The Board of Sitka Health Fund VCT plc announces its intention to raise
additional funds of up to #12 million (before expenses) by way of an offer for
subscription of new Ordinary Shares and the early conversion of the 'C1' Shares
to Ordinary shares.  In addition, the Company is seeking to renew its existing
share buy-back authority, to cancel the share premium account and to extend the
life of the Company.



THE OFFER



The Company is proposing to raise up to #12 million (before expenses) by way of
the Offer to be open until 4 April 2007.  The money raised will be invested in
line with the Company's existing investment policy.



The Offer is conditional, inter alia, on Shareholders approval of resolutions to
be proposed at the Extraordinary General Meeting and Separate Meetings of
Ordinary Shareholders and 'C1' Shareholders referred to below.  A prospectus,
setting out the full details of the Offer, is expected to be published in
November 2006.



CONVERSION OF 'C1' SHARES



The 'C1' Shares were issued by way of offers for subscription launched in
December 2004 and the funds raised have been managed as a separate pool of
assets from those attributed to the Ordinary Shares.  The 'C1' Shares will
convert into Ordinary Shares on a net asset value basis and will then rank pari
passu with the existing Ordinary Shares.



Effecting the conversion of 'C1' Shares at this stage simplifies the share
structure of the Company and the Directors believe that it would be in the best
interests of the Company to do this prior to launching a further fundraising.



The conversion, if approved by Shareholders, will take place on 9 November 2006
by reference to a conversion formula based on the relative net assets of the
Company on 31 August 2006, the Calculation Date.  The Conversion Ratio will be
on the basis of:



1.173434 Ordinary Shares for 1 'C1' Share.



It is expected that 2,488,104 Ordinary Shares will be created on conversion,
increasing the number of issued Ordinary Shares of the Company from 10,220,945
to 12,709,049.  Application will be made for the Ordinary Shares to be admitted
to the Official List and to trading on the London Stock Exchange's market for
listed securities.



Entitlements of 'C1' Shareholders to Ordinary Shares arising on the conversion
shall be rounded down to the nearest whole number and fractional entitlements to
the Ordinary Shares will be sold in the market for the benefit of the Company.





The expected timetable for conversion is as follows:



Calculation Date                                31 August 2006

Extraordinary General Meeting of the Company    8 November 2006
and separate meetings of Ordinary
Shareholders and 'C1' Shareholders

Record date for Shareholders' entitlements      9 November 2006
under the 'C1' Share Conversion

'C1' Share Conversion Date and cancellation     9 November 2006
of 'C1' Shares listing

Dealings in Ordinary Shares expected            16 November 2006
to commence

Ordinary Share certificates despatched          20 November 2006





RENEWAL OF SHARE BUY BACK AUTHORITY



The Directors are proposing to renew the Company's existing buy back authority
for Ordinary Shares.



CANCELLATION OF SHARE PREMIUM ACCOUNT



The Directors are proposing that, if further capital is raised by the Offer,
there would be, in due course, an application to the Court to cancel the share
premium account of the Company.



The reserve created by the cancellation could be used, to a limited extent, to
purchase Shares in the market.  Such purchases can help limit the discount to
which the Shares may trade to their underlying net asset value.  In addition,
the reserve created could be used to write off losses to enhance the ability of
the Company to pay future dividends.



EXTENSION TO THE LIFE OF THE COMPANY



It was originally intended to review the continuation of the Company on the
earlier of the date on which cumulative distributions on each Ordinary Share
exceeds 80 pence or at the tenth annual general meeting in 2011.  In light of
the proposed Offer and the requirement for shareholders to hold VCT shares for
five years to retain the income tax relief available on subscription, the
Directors are proposing that the Articles of Association of the Company be
amended so that such review takes place at the eleventh annual general meeting
in 2012.

NOTICE OF EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS



The Offer and the conversion of 'C1' Shares are conditional, inter alia on the
approval of Shareholders and class consents of Ordinary and 'C1' Shareholders.



A copy of the circular containing, inter alia, the notice of Extraordinary
General Meeting and Separate Meetings of Ordinary Shareholders and 'C1'
Shareholders has been submitted to the UKLA, and will shortly be available for
inspection at the UKLA's Document Viewing Facility, which is situated at:



Financial Services Authority
25 The North Colonnade
Canary Wharf
LONDON
E14 5NS





For further information please call:



Louise Lawrie of Noble Corporate Management Limited on 0131 225 9677








                      This information is provided by RNS
            The company news service from the London Stock Exchange
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