Northern Venture Trust PLC.
Notice of General Meeting
24 JUNE 2013
NORTHERN VENTURE TRUST PLC
SHAREHOLDER MEETING, SHARE ISSUE, EXTENSION OF THE LIFE OF THE COMPANY AND AMENDMENT TO MANAGEMENT AGREEMENT
Northern Venture Trust PLC ("the Company") announces that a circular ("the Circular") has today been posted to shareholders giving notice of a shareholder general meeting to be held on 18 July 2013 to consider resolutions to facilitate a proposed share issue to raise up to £15 million (before expenses), to amend the articles of association to extend the life of the Company and to amend the Company's management agreement with NVM Private Equity Limited ("NVM"). The Circular also contains further information relating to a special dividend and changes to the Company's Dividend Investment Scheme which have been announced today.
Share issue to raise up to £15 million
Further to the announcement made by the Company on 31 May 2013, the Circular contains resolutions which, if passed, would provide shareholder authority to facilitate the launch by the Company, subject to the requisite regulatory approvals, of a joint prospectus offer by the Company, Northern 2 VCT PLC ("N2VCT") and Northern 3 VCT PLC ("N3VCT") of new ordinary shares for subscription in the 2013/14 and 2014/15 tax years ("the Offers"). It is envisaged that the Offers will seek to raise a total of £15 million in the Company, £15 million in N2VCT and £20 million in N3VCT.
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 2013/14 and the 2014/15 tax years and to invest in any or all of the three VCTs. It is anticipated that the Offers will remain open until 4 April 2014 in respect of the 2013/14 tax year and until late April 2014 in respect of the 2014/15 tax year, unless fully subscribed at an earlier date and subject to the directors' right to close the Offers at any time.
The new shares in the Company will be issued at a premium to the latest published net asset value per share prior to the relevant allotment date to allow for issue costs and to avoid any dilution in the net asset value attributable to each existing share when the new shares are issued. The issue price will be subject to adjustment from time to time as appropriate to reflect dividend distributions and changes in the published net asset value per share.
Further details of the Offers will be contained in the prospectus which is expected to be issued in July 2013.
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 2016 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 December 2019 and every five years thereafter.
Amendment to management agreement
Under the current arrangements, NVM receives a basic management fee payable quarterly in advance at the rate of 2.06% per annum of the net assets as shown in the balance sheet as at 31 March and 30 September in each financial year. It is proposed that the management fee arrangements will be restructured so as to enable NVM, subject to exceeding specified performance objectives, to earn an additional performance-related management fee.
A more detailed explanation of the resolutions to be proposed at the general meeting is contained in the Circular.
Alastair Conn/Christopher Mellor, NVM Private Equity Limited - 0191 244 6000
Neither the contents of the NVM Private Equity Limited website nor the contents of any website accessible from hyperlinks on the NVM Private Equity Limited website (or any other website) is incorporated into, or forms part of, this announcement.
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 Venture Trust PLC via Thomson Reuters ONE