Albion VCTs Propose Mergers and New Subscription Offers

Proposed Mergers and Subscription Offers by Albion VCTs

Overview of the Proposed Actions

The board of directors of Albion Venture Capital Trust PLC ("AAVC"), Albion Technology & General VCT PLC ("AATG"), Albion Development VCT PLC ("AADV"), Albion Crown VCT PLC ("CRWN"), Albion Enterprise VCT PLC ("AAEV"), and Albion KAY VCT PLC ("KAY") have announced significant proposals aimed at enhancing operational efficiency and shareholder value.

These proposals include a strategic merger of the six existing Albion VCTs into three entities and offers for subscription by AAEV, AATG, and CRWN. Additionally, they will involve related party transactions with Albion Capital, the investment manager for these entities.

The Proposed Mergers

Summary of the Mergers

The Albion VCT boards have entered discussions concerning the merger of their funds into three new VCTs to streamline administration and minimize costs. Once agreement is reached among all boards, they will present proposals to their shareholders to facilitate these changes.

The joint circular issued today outlines the details of the mergers. If approved, AADV will merge into AAEV, KAY into AATG, and AAVC into CRWN. Notably, these mergers are structured as schemes of reconstruction under applicable legislation, aiming to transfer assets and liabilities effectively while ensuring no dilution occurs for shareholders of the acquirer or target VCTs.

Moreover, the strategy for the AAVC shareholders includes a new share class within CRWN that will convert post-merger to ensure fairness in valuation.

Benefits of the Proposed Mergers

The anticipated benefits for shareholders following the mergers include:

• Annual cost savings estimated at £1.5 million, with significant reductions in management fees owed to Albion Capital.
• Simplification of investment structures for shareholders who are currently invested across multiple Albion VCTs.
• A relatively short payback period of 15 to 24 months on merger costs through improved efficiencies.
• Increased stability and resilience in the investment base, facilitating long-term returns.
• Improved management efficiency, allowing a stronger focus on investment opportunities.
• Enhanced compliance with regulatory requirements through the consolidation of VCT operations.
• A standardization of the product offering, simplifying the investment process for new and existing shareholders.

New Subscription Offers

As part of the merger process, the acquirer VCTs are also launching subscription offers:

• AAEV Offer: Up to £10 million, plus an additional £10 million if the initial offering is met.
• AATG Offer: Seeking up to £20 million with a similar over-allotment option.
• CRWN Offer: Target of £20 million with a potential £10 million over-allotment.

The subscription offers will commence on January 6, 2025, and will be accessible through to April 4, 2025, granting qualifying investors the opportunity to benefit from VCT tax reliefs.

Related Party Transactions

Following the mergers, both AAEV and CRWN are set to revise their management agreements and performance incentives in alignment with those currently utilized by AATG. Such amendments aim to enhance the structure of shareholder remuneration.

Next Steps and Timetable

Shareholder meetings are scheduled for December 11 and 12, 2024, where approval for these mergers and the related transactions will be sought. It is crucial for shareholders to participate in these meetings as their votes will significantly shape the future of the Albion VCTs.

For further details, shareholders and interested parties can access the full circular and prospectus on the respective company websites. Regular updates will also be communicated through the appropriate regulatory channels.

Contact Information

For additional inquiries, please reach out to:

Vikash Hansrani
Operations Partner
Albion Capital Group LLP
Telephone: 020 7601 1850

Frequently Asked Questions

What are the main objectives of the proposed mergers?

The primary goal is to enhance operational efficiency and reduce costs while providing better returns to shareholders.

How will shareholders benefit from the mergers?

Shareholders can expect significant cost savings, simplified investment structures, and a more stable base for long-term returns.

When will the offers for subscription be available?

The subscription offers are set to open on January 6, 2025, and will close on April 4, 2025.

What are the expected timelines for the mergers?

Shareholder votes will take place in December 2024, with the intention of completing the mergers shortly thereafter.

Where can more information be found about the offers?

Details about the offers and the related documents will be available on Albion Capital's official website and through regulatory channels.

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