NEW SHARE BUYBACK POLICY, PROPOSED TENDER OFFER, PROPOSED SHARE ISSUE
AND NEW DIVIDEND INVESTMENT SC
(Thomson Reuters ONE) - 20 November 2009NORTHERN 3 VCT PLC ("the company")NEW SHARE BUYBACK POLICY, SHAREHOLDER MEETING, PROPOSED TENDEROFFER, PROPOSED SHARE ISSUE AND INTRODUCTION OF NEW DIVIDENDINVESTMENT SCHEMEThe company announces a new share buyback policy, and announces theintention to write to shareholders in December 2009 to give notice ofa shareholder meeting to be held in January 2010 to considerresolutions to facilitate the following proposals relating to aproposed tender offer, a share issue to raise up to £13.5 million(before expenses), a new dividend reinvestment plan to replace theexisting dividend investment scheme and the adoption of new articlesof association.Share buyback policy - normal market purchases at a 15% discount tonet asset value per share (NAV)The company announces a new buyback policy, which will be effectiveas from 25 November 2009, whereby the company will endeavour to buyback its shares in the market at a discount of 15% to the latestpublished NAV, subject to the conditions mentioned below and tomarket conditions.The timing of any buyback will be at the discretion of the company.The conditions to any buyback effected under this policy are that thecompany has the necessary shareholder authority and the acquisitionmeets the price and other conditions of that authority, the companyhas sufficient distributable reserves at the relevant time, thecompany will continue to qualify as a VCT following the acquisitionand in relation to the acquisition will comply with the Listing Rules(in particular in relation to the price payable and to times thecompany is prohibited from buying its own shares) and otherapplicable laws and regulations, and the company has sufficient cashto settle the transaction relative to its projected cashrequirements.The Directors were given authority at the July 2009 AGM to acquire inthe market up to 2,893,903 shares (10% of the then issued shares) and84,509 shares were subsequently purchased in the market on 3 July2009. The remaining authority continues until the 2010 AGM or 30September 2010 if earlier. The authority specifies that the maximumprice which can be paid for an ordinary share is 105% of the averagemarket value for the ordinary shares of the company for the fivebusiness days before the purchase.The most recently published NAV is 90.5p per share, as at 30September 2009. The average market value for the company's ordinaryshares for the five business days prior to 20 November 2009 was64.4p.Enhanced share buyback at a 1% discount to NAV by way of a tenderofferThe Directors propose that, subject to obtaining shareholder approvalat the January 2010 general meeting, a tender offer will then be madeto purchase up to 10% of the then issued share capital of the companyat a price representing a discount of 1% to the then published NAVadjusted for any declared but unpaid dividends. It is expected thatthe tender offer will be made after the announcement of the NAV as at31 December 2009. The tender offer will give all shareholders theright to tender up to 10% of their ordinary shares on a pro ratabasis and the opportunity to tender more than their pro rataentitlement subject to the take up of the offer by othershareholders. Cash arising on the sale of shares in the tender offerwill not be released to shareholders but will be applied in taking upnew shares in the proposed share issue referred to below. The tenderoffer will open at or about the same time as applications can be madeunder the share issue but will close after 21 days, in early February2010.Shareholders who subscribed for new ordinary shares before 6 April2006 will have an opportunity to invest the net proceeds of sellingthose ordinary shares in the tender offer and subscribing for newordinary shares without losing the initial income tax relief grantedin respect of their initial subscription. Shareholders who tendershares which were issued on or after 6 April 2006 under the dividendinvestment scheme will lose the income tax relief granted in respectof the initial subscription; shares issued on or after 6 April 2006must be held for five years from the date of issue in order for theshareholder to retain the initial income tax relief granted inrespect of the initial subscription.Share issue to raise up to £13.5 million - 30% income tax reliefavailable on subscriptionsThe Directors propose that, subject to obtaining shareholder approvalat the January 2010 general meeting, there should be an issue ofordinary shares to raise up to £13.5 million (before expenses).They expect that a prospectus will be issued in January 2010.Applications for the new shares will be considered on a first comefirst served basis subject to the Directors' discretion. Investorswill be allowed to make applications for shares in either or both ofthe 2009/10 and the 2010/11 tax years. The share issue will remainopen until the tender offer closes in early February 2010 in anyevent and will close at any time thereafter when sufficientsubscription applications have been received so as to raise £13.5million, subject to the Directors' right to close the share issue atany time. If, on the closing of the tender offer, subscriptionapplications have been received so as to raise more than £13.5million, the Directors will consider extending the share issue toallow all received applications to be accepted.To encourage early applications an "early bird" incentive equivalentto 2% of the issue price will be given to applicants who apply withina given timeframe and satisfy the company that they, or theirspouses, are shareholders of the company or of Northern Venture TrustPLC, Northern 2 VCT PLC or Northern AIM VCT PLC.The new shares will be issued at a premium to the then last publishedNAV to allow for issue costs of 5.5% of the amount raised and toavoid any material dilution in the NAV attributable to each existingshare when the new shares are issued.Dividend investment scheme - new plan and discontinuance of existingschemeThe Directors have decided that a new dividend reinvestment planshould be introduced in 2010 and that the existing dividendinvestment scheme will be withdrawn immediately following the issueof shares in relation to the interim dividend to be paid on 15January 2010. It is expected that the new plan will operate first inrelation to the final dividend for the current financial year whichnormally would be paid in July 2010. The new plan will rely onmarket purchases of shares and not on the subscription of new sharesas under the existing scheme. On the basis of current law, planparticipants will not qualify for income tax relief on the amountapplied in acquiring new shares and so will not have to hold theshares for the five year qualifying period applicable to newsubscriptions.The Directors expect that the adoption of the new plan may help tostimulate the secondary market in the company's shares. Furtherinformation on the new scheme and how to join will be sent toshareholders in December 2009.Enquiries:Alastair Conn/Christopher Mellor, NVM Private Equity Limited - 0191244 6000Website: www.nvm.co.uk---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 20.11.2009 - 17:13 Uhr
Sprache: Deutsch
News-ID 8698
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AND NEW DIVIDEND INVESTMENT SC"
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