23 AUGUST 2017
NORTHERN 3 VCT PLC
SHAREHOLDER MEETING, SHARE ISSUE, CANCELLATION OF SHARE PREMIUM ACCOUNT AND EXTENSION OF THE LIFE OF THE COMPANY
Northern 3 VCT 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 September 2017 to consider resolutions to facilitate a proposed share issue to raise up to £20 million (before expenses), to seek approval for the cancellation of the share premium account which will arise on the issue of new ordinary shares in the proposed share issue and to amend the articles of association to extend the life of the Company.
Share issue to raise up to £20 million
Further to the announcement made by the Company on 26 July 2017, 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 Venture Trust PLC and Northern 2 VCT PLC (together with the Company known as "the Northern VCTs") of new ordinary shares for subscription in the 2017/18 tax year ("the Offer"). It is envisaged that the Offer will seek to raise up to £20 million for each of the Northern VCTs.
Applications for the new shares in the Company will be dealt with on a "first come first served" basis. However, applications from shareholders on the Company's register of members as at the close of business on 25 July 2017 will have priority for a period of twenty one days from the date of publication of the prospectus. Thereafter, applications received by the Company during the 21 day priority period from shareholders on the registers of members of Northern Venture Trust PLC and Northern 2 VCT PLC as at the close of business on 25 July 2017 will be satisfied prior to the Offer becoming open to all applicants. The Offer will remain open until 5 April 2018, unless fully subscribed at an earlier date and subject to the directors' right to close the Offer at any time.
The new shares in the Company will be issued at a premium to the most recent net asset value per share published prior to the allotment date, such that the net proceeds per new ordinary share, after deducting issue costs, will be equivalent to the net asset value attributable to each existing ordinary share. 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 Offer will be contained in the prospectus which is expected to be issued by 30 September 2017.
Cancellation of share premium account
The Circular contains a resolution which, if passed, would provide shareholder authority for the cancellation of the share premium account arising on the issue of new ordinary shares, including those shares to be issued in connection with the Offer. Subject to the approval of the Court, this will create additional distributable reserves in order to facilitate the buyback of the Company's own shares and/or the payment of dividends.
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 2019 and, unless defeated, at five-yearly intervals thereafter. The proposed amendment to the articles of association requires the next continuation resolution to be considered at the annual general meeting of the Company expected to be held in December 2023 and every five years thereafter.
A more detailed explanation of the resolutions to be proposed at the general meeting is contained in the Circular.
Copies of the Circular and the revised articles of association have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM and are also available on the NVM Private Equity LLP website atwww.nvm.co.uk/n3vct/meetings.
Enquiries:
Alastair Conn/Christopher Mellor, NVM Private Equity LLP - 0191 244 6000
Website: www.nvm.co.uk
Neither the contents of the NVM Private Equity LLP website nor the contents of any website accessible from hyperlinks on the NVM Private Equity LLP website (or any other website) is incorporated into, or forms part of, this announcement.