Octopus Apollo VCT plc ("Apollo") Octopus Eclipse VCT plc ("Eclipse") (together the "Companies")
19 December 2016
Merger Update: Approval of Scheme
This announcement is made by the Companies in connection with the scheme of reconstruction of Eclipse (the "Scheme"), details of which were contained in the prospectus (the "Prospectus") and circulars (the "Circulars") issued by the Companies on 4 November 2016.
The boards of directors of the Companies are pleased to report that the resolution proposed at the second general meeting of Eclipse held today (the "Second General Meeting") was duly passed and that the Scheme has become unconditional.
In implementing the Scheme, the assets and liabilities of Eclipse have been transferred to Apollo, in consideration for the issue of a total of 35,349,838 ordinary shares of 10p each in the capital of Apollo ("Scheme Shares") to the former shareholders of Eclipse at a deemed issue price i.e. Merger Value of 61.3p per Scheme Share. Pursuant to the Scheme, Scheme Shares were issued to the former shareholders of Eclipse at a ratio of 0.355628 Scheme Shares for each Eclipse share held. The net asset value of Apollo following the Scheme is £133.7 million.
The unaudited net asset value of Eclipse as at the Scheme Calculation Date, as defined in the Prospectus and Circulars, was 21.8p and the decrease since the previously published unaudited net asset value of Eclipse is deemed by Eclipse and Apollo to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement this inside information is now considered to be in the public domain.
Following the issue of the Scheme Shares, the total number of Apollo's issued ordinary shares of 10p each is 218,131,714.
Following the implementation of the Scheme, Eclipse has been placed in members' voluntary liquidation.
Application has been made to the London Stock Exchange for the Scheme Shares to be admitted to trading on its main market for listed securities and it is expected that the Scheme Shares will be admitted to the Official List and that trading will become effective on 20 December 2016.
Eclipse also announces that further to the resolution passed at the Second General Meeting, the listing of its ordinary shares of 10p each on the Official List of the UK Listing Authority will be cancelled with effect from 8am on 20 December 2016.
As a result of the Scheme becoming effective, Alex Hambro has been appointed as a director of Apollo and Ian Pearson will resign as a director of Apollo on 31 January 2017.
Information required to be disclosed in respect of Alex Hambro pursuant to paragraph LR 9.6.13R of the Listing Rules of the Financial Conduct Authority is as follows:
Details of all directorships held in any other publicly quoted company at any time in the previous five years are as follows:
Benchmark Holdings plc Hazel Renewable Energy VCT 2 plc Hazel Targa VCT plc (Dissolved 22 November 2016) Judges Scientific plc Octopus Eclipse VCT plc Octopus Eclipse VCT 4 plc (Dissolved 23 April 2014)
There are no other disclosures to be made under Listing Rule 9.6.13R.
A copy of the resolution passed at the Second General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at:
http://www.morningstar.co.uk/uk/NSM
For further information please contact:
Nicola Board Company Secretary 020 7776 8663
