Pre-Annual General Meeting Information • Jan 14, 2016
Pre-Annual General Meeting Information
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If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.
If you have sold or otherwise transferred all of your Shares in the Company, please send this document and accompanying Form(s) of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Application has been made to the UKLA and to the London Stock Exchange for an amendment to the listing and trading line of Shares to reflect the Share Restructuring. An application has been made to the UKLA for the New Shares to be listed on the premium segment of the Official List and will be made to the London Stock Exchange for the New Shares to be admitted to trading on its main market for listed securities.
Howard Kennedy Corporate Services LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else and, subject to the responsibilities and liabilities imposed by FSMA, will not be responsible to anyone other than the Company for providing the protections afforded to clients of Howard Kennedy or for providing advice to any other person in relation to the contents of this document or on any other matter referred to in this document.
(Registered in England and Wales with registered number 03870187)
(the "Company")
Your attention is drawn to the letter from the Chairman of the Company set out in Part I of this document which contains recommendations to vote in favour of the resolutions to be proposed at the General Meeting. Your attention is also drawn to the risk factors set out in Part IV of this document.
Notice of the General Meeting of Maven Income and Growth VCT 6 PLC, to be held at 10.30 a.m. on 17 February 2016 at Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF, is set out at the end of this document. To be valid, the forms of proxy for the General Meeting, included at the end of this document, should be returned so as to be received not less than 48 hours before the meeting, either by post or by hand (during normal business hours only) to the Company's registrars, Capita Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
| EXPECTED TIMETABLE | 3 | |
|---|---|---|
| PART I | LETTER FROM THE CHAIRMAN | 4 |
| PART II | DEFINITIONS | 10 |
| PART III | ADDITIONAL INFORMATION | 12 |
| PART IV | RISK FACTORS | 16 |
| NOTICE OF GENERAL MEETING | 18 | |
| FORM OF PROXY | 23 |
| Offer opens | 14 January 2016 |
|---|---|
| Latest time and date for receipt of forms of proxy for the General Meeting |
10.30 a.m. on 15 February 2016 |
| General Meeting | 10.30 a.m. on 17 February 2016 |
| Effective date of the Share Restructuring | 17 February 2016 |
| Amendment to the listing of the Shares arising from the Share Restructuring |
8.00 a.m. on 18 February 2016 |
| Deadline for receipt of applications for New Shares under the Offer for allotment in 2015/2016 tax |
12.00 noon on 1 April 2016 |
| Deadline for receipt of applications for New Shares under the Offer for allotment in 2016/2017 tax year |
12.00 noon on 30 June 2016 |
| Offer Closes* | 12.00 noon on 30 June 2016 |
* The Board may close the Offer earlier than the date stated above if the Offer is fully subscribed by an earlier date or otherwise at the Board's discretion. The Board may also extend the Offer to a date up to and including 4 January 2017.
Registered Office: Fifth Floor 1-2 Royal Exchange Buildings London EC3V 3LF
14 January 2016
Notice of General Meeting and recommended proposals to:
The purpose of this document is to explain the recommended proposals listed above and to seek Shareholders' approval for the required authorities.
The Board is pleased to advise Shareholders that the Company has today launched a new offer for subscription for New Shares to raise additional funds.
The Board believes that Maven's track record for VCT investment, and the ability to generate increasing tax-free dividend payments and total shareholder returns, make the Offer an attractive option for investors. With an investment strategy of investing principally in established private businesses, Maven has a long term track record for making new investments and achieving profitable portfolio exits for the benefit of the shareholders of the Maven VCTs.
There continues to be strong investor demand for reliable tax-free income from VCTs. It is, therefore, the Board's view that the Offer will appeal to investors and advisers due to the combination of a range of tax incentives and regular tax-free dividend potential.
The Company participated in a parallel VCT offer back in 2013/2014, when all of the Maven VCTs (including the Company) raised funds with an aggregate fundraising target. The Company did not, however, participate in the 2014/2015 parallel fundraising launched by the other Maven VCTs which closed in February 2015 after raising £18 million of new funds. The other Maven VCTs are not raising funds this year as they are significantly larger than the Company in terms of total assets, and have relatively high amounts of cash available for investment following a number of successful realisations during 2015.
This is an opportunity for the Company to raise additional funds which will allow a significant scaling up of its asset base, increasing both total assets and its capacity to invest larger amounts when investing alongside the other Maven VCTs, whilst at the same time reducing the total expense ratio and, therefore, costs borne by Shareholders (on a per Share basis).
The Company is proposing to raise up to £15 million of further capital pursuant to the Offer, details of which are contained in the Prospectus. The funds raised will allow the Company to make new and follow-on investments in accordance with its published investment policy, to facilitate the payment of dividends and market purchases of Shares and to meet the Company's annual running costs.
Although the Company currently has the ability to issue Shares, it requires additional Shareholder authority to allot the greater number of New Shares being made available under the Offer. Furthermore, as set out in the section below, the Board also considers that, in advance of such a significant fundraising, the Company should take the opportunity to restructure its share capital.
The purpose of this document is, therefore, to seek authority from Shareholders to restructure the share capital of the Company, to adopt new articles of association and to seek authority to allot shares in the capital of the Company and disapply pre-emption rights in respect of such allotments. It is also proposed to take the opportunity to seek approval to cancel the Company's share premium account and capital redemption reserve. Such approvals, which are required under CA 2006, will be sought pursuant to resolutions to be proposed at the Company's General Meeting, notice of which is set out on pages 18 to 21 of this document. The Company is also seeking approval to make changes to its investment management arrangements with Maven, as well as approval of other related party arrangements with Maven in relation to the Offer.
The Board proposes to restructure the share capital of the Company to result in the ordinary share class having a nominal value of 10p per Share. The current nominal value of the Shares is 50p and, as the Company's NAV per Share is 59.7p (unaudited as at 31 December 2015), any share issue at an offer price (which is largely based on the NAV per Share at the time of allotment) which is below the nominal value of the Share would not be permitted by company law. Therefore, it is proposed that the Share Restructuring will be effected whereby each existing ordinary share of 50p will be sub-divided into one ordinary share of 10p and one Deferred Share of 40p. The Deferred Shares will have no economic value and will be bought back by the Company for an aggregate price of 1p and cancelled immediately following their issue.
Immediately following the Share Restructuring, the number of Shares in the Company held by a Shareholder and the NAV per Share will not change (the creation of Deferred Shares and their repurchase merely being a mechanism by which the Share Restructuring will be effected).
The Share Restructuring will result in a simplification of the share capital of the Company, whilst also creating capital redemption reserves from the repurchase of the Deferred Shares and an increased share premium on the issue of New Shares issued pursuant to the Offer. The resulting capital redemption reserve and the share premium can subsequently be cancelled, subject to the sanction of the Court, creating distributable reserves to assist in the payment of dividends, the making of market purchases of shares and for other corporate purposes.
Shareholders who hold their shares in certificated form should note that their existing share certificates shall still be valid after the Share Restructuring, and no new certificates will be issued.
The Share Restructuring is conditional on the approval of Shareholders of the Company. The Offer is conditional on the Share Restructuring having been completed.
The Board has taken the following factors into account in deciding to launch the Offer:
The Offer is now open and will close on 30 June 2016 (unless it is fully subscribed before this date or otherwise at the Board's discretion), and allows investors to subscribe for both the 2015/2016 and 2016/2017 tax years. The closing date for the Offer (unless fully subscribed earlier, otherwise closed at the discretion of the Board or extended to a date no later than 4 January 2017) for applications for the 2015/2016 tax year is 12.00 noon on 1 April 2016 and for the 2016/2017 tax year is 12.00 noon on 30 June 2016. The Offer is conditional on the Share Restructuring becoming effective.
Further details relating to the Offer are set out in the Prospectus. Shareholders interested in investing in the Company should read the Prospectus in full. Any decision to participate in the Offer should be made solely by reference to the information and the terms and conditions contained in the Prospectus.
An application will be made for all of the New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.
The New Shares will be issued in registered form, will be transferable and will rank pari passu in all respects with each other and the existing Shares. It is proposed that a first allotment of New Shares will take place on or before 5 April 2016. Application will be made for the New Shares to be admitted to the CREST system and it is anticipated that holders of New Shares will be able to hold their New Shares in certificated or un-certificated form. It is expected that dealings will commence within ten Business Days of any allotment.
Shareholders will need to authorise the Board to allot the New Shares pursuant to the Offer.
As mentioned above, having disapplied pre-emption rights, the Company requires additional authority from its Shareholder (under the CA 2006) to allot new Shares.
Although the Company does have some existing capacity under the authorities granted by its Shareholders at its most recent annual general meeting, it is proposed to take additional authority covering the full amount of the new Shares in the Company being offered under the Prospectus in relation to its Offer pursuant to Resolutions 2 and 5 to be proposed at its General Meeting.
To allow the Offer to be made, it is proposed that New Articles are adopted with the duration provisions amended so that the continuation resolution to be put to Shareholders at the annual general meeting of the Company in 2020 is instead put to Shareholders at the annual general meeting held after the fifth anniversary of the last allotment of shares (from time to time) in the Company. The adoption of the New Articles is provided for in Resolution 1(iii).
Furthermore, to allow the Share Restructuring to be effected, it is proposed that the New Articles contain provisions dealing with creation of the Deferred Shares and their repurchase by the Company. This is provided for in Resolution 1(i) and (ii). The Deferred Shares will have restricted dividend rights, will not have rights to receive notice of, or attend or vote at, general meetings, will on a winding up only be entitled to 1p for every 1,000,000 Deferred Shares (with no further right to participate in any further surplus assets of the Company), and will be capable of being repurchased by the Company at any time for an aggregate price of 1p.
The share premium account and the capital redemption reserve form part of a Company's capital and, except with the approval of Shareholders and the Court, use of these reserves is restricted. Cancelling share premium and capital redemption reserves allows a company to create a special reserve that can be used to fund distributions, assist in writing off losses, finance repurchases of a public company's shares or for other corporate purposes.
The Company has previously cancelled its share premium, in particular to enhance the ability to make distributions and implement share buy backs. However, as a result of the fund raising which was launched in 2013, and buy backs from time to time, additional share premium and capital redemption reserves have been, and will continue to be, created.
The Board, therefore, also proposes at its General Meeting to seek the approval of Shareholders pursuant to CA 2006 to cancel the share premium account and the capital redemption reserve pursuant to Resolutions 4 and 5 to be proposed at its General Meeting, subject to the sanction of the Court.
The Company has entered into the IMA Deed of Amendment and Restatement dated 14 January 2016, pursuant to which the Company and Maven have agreed that (subject to Shareholder approval) the investment management, performance and secretarial fees in the IMA will be varied with effect from 1 April 2016 so that the Manager will be paid:
Further to the changes proposed, the annual running costs of the Company are capped at 4.1% of its net assets, adjusted annually and excluding any performance related fees and exceptional costs.
The amendment of the fees referred to above is a "related party arrangement" under the Listing Rules as the Manager is a related party under the Listing Rules.
The Company and its Directors entered into an agreement dated 14 January 2016 with Maven and Howard Kennedy under which Maven has undertaken, as agent of the Company, to use its reasonable endeavours to procure subscribers under the Offer. Under the agreement the Company has agreed to pay Maven an Offer Administration Fee of 3% of Application Amounts in respect of applications accepted under the Offer and the Manager has agreed to meet the costs of the Offer, with the exception of any 'execution-only' intermediary commissions (both initial and trail) which are payable by the Company.
The payment of the Offer Administration Fee is a "related party arrangement" under the Listing Rules as the Manager is a related party under the Listing Rules.
The agreement by the Company to amend the IMA in accordance with the IMA Deed of Amendment and Restatement and to pay an Offer Administration Fee under the terms of the Offer Agreement are both related party arrangements as between the Company and the Manager under the Listing Rules. The proposal for Bill Nixon, a director of the Company, to subscribe for £200,000 of New Shares under the terms of the Offer is also a related party arrangement as between the Company and Bill Nixon under the Listing Rules (all of these proposed transactions being the "Related Party Arrangements"). A summary of the terms of the IMA Deed of Amendment and Restatement and the Offer Agreement may be found in paragraphs 5(c) and 5(d) of Part III of this Circular respectively. Under the Listing Rules the Manager is a related party of the Company as it is the investment manager of the Company, and Bill Nixon is a related party as he is a director of the Company.
In accordance with the Listing Rules, Shareholder approval is required for the Company and Bill Nixon to enter into the Related Party Arrangements. In determining the application of the Listing Rules to Bill Nixon's subscription, the related party arrangements between the Company and the Manager (both to amend the IMA in accordance with the IMA Deed of Amendment and Restatement and to pay an Offer Administration Fee under the terms of the Offer Agreement) have been take into account in the treatment of Bill Nixon's subscription, since he is also a member of the Manager with a substantial interest in the membership interest of that entity. The Listing Rules require Shareholder resolutions to approve the Company entering into those arrangements (in relation to the IMA Deed of Amendment and Restatement and the Offer Agreement) and to approve Bill Nixon subscribing for New Shares. Bill Nixon and Maven are, for regulatory reasons, not permitted to vote on the resolutions to approve the Related Party Arrangements and each of them has undertaken to the Company that none of their associates will vote on the relevant resolutions. Shareholders are being asked to approve the Related Party Arrangements as they are arrangements with related parties pursuant to Resolutions 6, 7 and 8.
Notice of the General Meeting, which will be held at 10.30 a.m. on 17 February 2016 at Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF, is set out at the end of this document.
A summary of the resolutions to be proposed by the Company at its General Meeting is set out below:
Resolution 1 to be proposed at the General Meeting is a composite resolution under CA 2006 to effect the Share Restructuring and to adopt the New Articles.
Paragraph (i) of Resolution 1 will approve the sub-division of each ordinary share of 50p into one ordinary share of 10p and one Deferred Share of 40p.
Paragraph 1(ii) of Resolution 1 will approve the repurchase of the Deferred Shares.
Paragraph 1(iii) of Resolution 1 will approve the adoption of the New Articles (which will include the rights attached to the new Deferred Shares, the right of the Company to repurchase these and new provisions as to the duration of the Company).
Resolution 2 to be proposed at the General Meeting (which is conditional on the passing of Resolution 5) will, under sections 570 and 573 of CA 2006, disapply pre-emption rights in respect of the allotment of equity securities up to an aggregate nominal value of £3,000,000 in connection with the Offer. This represents 430% of the issued share capital of the Company as at 13 January 2016 (this being the latest practicable date prior to publication of this document).
Resolution 3 to be proposed at the General Meeting will authorise the cancellation of the amount standing to the credit of the share premium account of the Company.
Resolution 4 to be proposed at the General Meeting will authorise the cancellation of the amount standing to the capital redemption reserve of the Company.
Resolution 5 to be proposed at the General Meeting will authorise the Directors of the Company (under section 551 of the CA 2006) to allot shares in the capital of the Company up to an aggregate nominal value of £3,000,000. This authority shall expire on the date falling 18 months from the passing of this resolution (unless renewed, varied or revoked by the Company in a general meeting).
Resolution 6 to be proposed at the General Meeting will approve the IMA Deed of Amendment and Restatement, details of which are set out on page 14. The Listing Rules require that the IMA Deed of Amendment and Restatement be approved by the Shareholders, other than Maven and its associates. The Board, having been so advised by Howard Kennedy, believe that the IMA Deed of Amendment and Restatement is fair and reasonable as far as the Shareholders are concerned. Maven will not vote on this resolution and has undertaken to take all reasonable efforts to ensure that its associates will not vote on this resolution. All other Shareholders will be entitled to vote.
Resolution 7 is a resolution to approve the Offer Agreement, details of which are set out on pages 13 and 14. The Listing Rules require that the Offer Agreement be approved by the Shareholders, other than Maven and its associates. The Board, having been so advised by Howard Kennedy, believe that the Offer Agreement is fair and reasonable as far as the Shareholders are concerned. Maven will not vote on this resolution and has undertaken to take all reasonable efforts to ensure that its associates will not vote on this resolution. All other Shareholders will be entitled to vote.
Resolution 8 is a resolution to approve the proposed subscription by Bill Nixon, a director of the Company, of £200,000 for New Shares under the terms of the Offer. The Listing Rules require that such subscription be approved by the Shareholders, other than by Bill Nixon and his associates (which includes Maven). The Board, having been so advised by Howard Kennedy, believe that the proposed subscription is fair and reasonable as far as the Shareholders are concerned. Bill Nixon will not vote on this resolution and has undertaken to take all reasonable efforts to ensure that his associates will not vote on this resolution. All other Shareholders will be entitled to vote.
The authorities conferred by Resolutions 2 and 5 to be proposed at the General Meeting will be in addition to the Company's existing authorities and will expire on the date falling 18 months after the passing of the resolution, unless renewed, varied or revoked by the Company in general meetings. The Board intends to use these authorities for the purposes of the Offer, though may also subsequently utilise the authorities for one or more further offer(s) for subscription or issue of shares.
Resolutions 1 to 4 to be proposed at the General Meeting will be proposed as special resolutions, requiring the approval of 75% or more of the votes cast at the General Meeting to be passed. Resolutions 5 to 8 to be proposed at the General Meeting will be proposed as ordinary resolutions, requiring the approval of more than 50% of the votes cast at the General Meeting to be passed.
At the end of this document, you will find a Form of Proxy for use at the General Meeting. Whether or not you propose to attend, you are requested to complete and return the Form of Proxy so as to be received not less than 48 hours before the General Meeting. Completion and return of a Form of Proxy will not prevent you from attending the meeting and voting in person should you wish to do so.
In accordance with the Listing Rules, the Board considers:
to be fair and reasonable so far as the Shareholders of the Company are concerned and the Directors have been so advised by Howard Kennedy as sponsor of the Company. In providing this advice, Howard Kennedy has taken into account the Directors' commercial assessment of the relevant provisions of both the IMA Deed of Amendment and Restatement and the Offer Agreement, and the terms of the proposed subscription by Bill Nixon. Bill Nixon has not taken part in the Board's consideration of Resolutions 6, 7 and 8 because he is a member of the Manager, which is party to the IMA Deed of Amendment and Restatement and the Offer Agreement respectively, and he is party to the proposed subscription referred to above.
Each of Bill Nixon and the Manager, each as a related party under the Listing Rules, is not permitted to vote on Resolutions 6, 7 and 8, and each has undertaken to the Company to take all reasonable steps to ensure that none of its associates will vote on these resolutions.
Subject to the above statement in respect of Bill Nixon, the Board believes that the proposals are in the best interests of the Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors of the Company intend to do in respect of their own beneficial holdings of 491,606 Shares (representing 7.05% of the issued share capital as at 13 January 2016, this being the latest practicable date prior to publication of this document).
Yours faithfully
Chairman of Maven Income and Growth VCT 6 PLC
| Application Amounts | in relation to investors' applications pursuant to the Offer which have been accepted by Company, the amounts remitted to the Company with such application, including any amounts requested to be facilitated to financial advisers |
|---|---|
| Articles | the articles of association of the Company, as amended from time to time |
| Board | the board of directors of the Company |
| Business Days | any day (other than a Saturday) on which clearing banks are open for normal banking business in sterling |
| CA 2006 | Companies Act 2006 (as amended) |
| Circular | this document |
| Company | Maven Income and Growth VCT 6 PLC |
| CREST | the relevant system (as defined in The Uncertificated Securities Regulations 2001 (S.I. 2001/3755) (as amended)) operated by Euroclear UK & Ireland Limited |
| Deferred Shares | deferred shares of 40p each in the capital of the Company arising from the Share Restructuring |
| Directors | the directors of the Company (and each a Director) |
| Form of Proxy | the form of proxy for use in the General Meeting included in this document |
| FSMA | Financial Services and Markets Act 2000 (as amended) |
| General Meeting | the general meeting of the Company to be held on 17 February 2016 (or any adjournment thereof) at which Shareholders' approval will be sought to approve the proposals set out in this document |
| Howard Kennedy | Howard Kennedy Corporate Services LLP |
| IMA | the investment management and administration agreement dated 11 April 2005 between the Company and Aberdeen Asset Managers Limited, which was novated to Maven by way of a deed of novation dated 9 June 2009, details of which are set out in Part III |
| IMA Deed of Amendment and Restatement |
the deed of amendment and restatement of the IMA dated 14 January 2016 between the Company and the Manager, details of which are set out in Part III |
| Knowledge Intensive Company |
a company satisfying the conditions in Section 331(A) of Part 6 of the Tax Act |
| Listing Rules | the listing rules of the UKLA |
| London Stock Exchange | London Stock Exchange plc |
| the Manager or Maven | Maven Capital Partners UK LLP, the investment manager to the Company, registered in England and Wales under number OC339387, whose registered office is at Queens Chambers, 5 John Dalton Street, Manchester M2 6ET |
| Maven VCTs | Maven Income and Growth VCT PLC, Maven Income and Growth VCT 2 PLC, Maven Income and Growth VCT 3 PLC, Maven Income and Growth VCT 4 PLC, Maven Income and Growth VCT 5 PLC and the Company as the context requires |
| net asset value | the net asset value of a Share calculated in accordance with the Company's accounting policies |
| New Articles | the Articles that are proposed to be adopted at the General Meeting |
| New Shares | the Shares (following the Share Restructuring) to be issued by Company pursuant to the Offer (and each a New Share) |
|---|---|
| Offer | the offer for subscription of New Shares contained in the Prospectus |
| Offer Administration Fee | the fee payable by the Company to Maven (as promoter of the Offer) in relation to each application for New Shares under the Offer, calculated as of 3% of the Application Amount of each applicant |
| Offer Agreement | the offer agreement dated 14 January 2016 between the Company, the Directors, the Manager and Howard Kennedy, details of which are set out in Part III of this document |
| Official List | the official list of the UKLA |
| Prospectus | the prospectus issued by the Company (comprising the securities note, the registration document and the summary, each dated 14 January 2016) |
| Resolutions | the resolutions to be proposed at the General Meeting (and each a Resolution) |
| Risk Finance State Aid | State Aid received by a company as defined in Section 280B (4) of the Tax Act |
| Share Restructuring | the proposed restructuring of the share capital of the Company to result in ordinary shares of 10p each and deferred shares of 40p each in the capital of the Company as set out on page 5 |
| Shareholders | holders of Shares in the Company (and each a Shareholder) |
| Shares | ordinary shares of 50p each in the capital of the Company or ordinary shares of 10p each following the Share Restructuring, as the context permits (and each a Share) |
| Tax Act | the Income Tax Act 2007 (as amended) |
| The Risk Finance Guidelines |
guidelines on state aid to promote risk finance investments 2014/C 19/04 |
| UKLA | the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA |
| VCT | a company satisfying the requirements of Chapter 3 of Part 6 of the Tax Act for venture capital trusts |
The Directors, whose names appear in paragraph 3 below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
3.1 As at 13 January 2016 (being the latest practicable date prior to publication of this document), the interests of the Directors (and their respective immediate families), in the issued share capital of the Company was as follows:
| Director | No. of Shares | % of issued share capital |
|---|---|---|
| Jonathan Carr | 10,000 | 0.14% |
| Gregor Logan | 45,450 | 0.65% |
| Brian May | 261,977* | 3.76% |
| Bill Nixon | 174,179** | 2.50% |
* Beneficial and family and, of which, 210,000 are registered, as nominee, in the name of Rock (Nominees) Limited 1322008 Acct.
** At the date stated above, the Manager, which is regarded as a connected person of Bill Nixon, held 368,184 Shares in the Company.
| Director | Annual Fees |
|---|---|
| Jonathan Carr | £6,500 |
| Gregor Logan | £5,000 |
| Brian May | £5,000 |
| Bill Nixon | £nil |
Total Directors' fees paid in respect of the year ended 31 March 2015 were £16,500.
3.4 Save in respect of the agreements referred to in paragraph 5 below, no Director has an interest in any transaction effected by the Company since its incorporation which is or was unusual in its nature or conditions or significant to the business of the Company or material to that Company.
Save as set out below, the Company is not aware of any person, not being a member of its administrative, management or supervisory bodies who, as at the date of this document, is directly or indirectly, interested in 3% or more of the issued share capital of the Company and who is required to notify such interest in accordance with the Disclosure and Transparency Rules or who directly or indirectly controls the Company.
| Number of | Percentage of | |
|---|---|---|
| Name | Ordinary Shares | voting rights |
| Pershing Nominees Limited DJCLT Acct | 368,184 | 5.28% |
| Stephen Austen | 290,000 | 4.16% |
| Hargreaves Lansdown (Nominees) Limited HLNOM Acct | 289,604 | 4.15% |
| Pershing Nominees Limited SHCLT Acct | 280,000 | 4.02% |
| Chase (Nominees) Limited | 229,336 | 3.29% |
| Rock (Nominees) Limited 1322008 Acct | 210,000* | 3.01% |
* beneficially owned by Brian May.
The following, together with the non-executive director appointment letters referred to in paragraph 3.2 above, are (a) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by the Company within the two years preceding the date of publication of this document and which are or may be material to the Company, and (b) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by the Company at any time and which contain any provisions under which the Company has any obligation or entitlement which are material to the Company as at the date of this document:
endeavours to procure subscribers under the Offer. Neither Howard Kennedy nor the Manager is obliged to subscribe for Shares under the Offer. Under the agreement, the Company has agreed to pay the Manager an Offer Administration Fee of 3% of Application Amounts in respect of applications accepted under the Offer and the Manager has agreed to meet the costs of the Offer, excluding initial and annual trail commissions. The payment of the Offer Administration Fee to Maven is subject to Shareholder approval. The Manager has agreed to indemnify the Company against any costs of the Offer in excess of this. Under the agreement, which may be terminated by Howard Kennedy and the Manager in certain circumstances, certain warranties have been given by the Company and the Directors to Howard Kennedy and the Manager, subject to certain limitations. The Company has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in the usual form for a contract of this type. The agreement may be terminated by Howard Kennedy if any statement in the Prospectus is untrue, any material omission from the Prospectus arises or any breach of warranty occurs.
The variations to the fees referred to above is subject to Shareholder approval.
The annual running costs of the Company are capped at 4.1% of its net assets, adjusted annually and excluding any performance related fees and exceptional costs. The investment management fee referred to above will be reduced by the amount that such costs exceed this cap.
(e) The letters of appointment between the Company and each of the Directors referred to in paragraph 3.2 above.
The existing issued Shares will represent 21.98% of the enlarged ordinary share capital of the Company immediately following closing of the Offer, assuming that the NAV per Share is 59.7p, the Offer is fully subscribed, all investors are eligible for the maximum amount of early investments incentive under the Offer and that all investors use an 'execution only' intermediary (with the maximum initial commission of 2% being waived and no trail commission being payable). On that basis Shareholders who do not subscribe under the Offer and who do not receive New Shares will, therefore, be diluted by 78.02%.
7.3 Save in respect of the offer agreement and the IMA Deed of Amendment and Restatement referred to in paragraphs 5(c) and 5(d) above, and the fees paid to the Directors as set out in paragraph 3.3 above, there were no related party transactions during the financial years ended 31 March 2013, 31 March 2014 and 31 March 2015 or for the period from 31 March 2015 to the date of this document.
7.4 There has been no significant change in the financial or trading position of the Company since 30 September 2015, the date to which the last unaudited financial statements have been published, to the date of this document.
Copies of the following documents will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document, until the conclusion of the General Meeting at the registered office of the Company and at the registered office of Howard Kennedy at No. 1 London Bridge, London SE1 9BG:
14 January 2016
● Although the Company's existing Shares are already listed, and it is intended that the New Shares will be listed, on the premium segment of the Official List and admitted to trading on the main market for listed securities of the London Stock Exchange, it is likely that there will not be a liquid market in such new Shares (which may be partly due to up front tax relief not being available for VCT shares bought in the market and as VCT shares generally trade at a discount to net asset value) and Shareholders may have difficulty in selling their Shares as a result. Accordingly, Admission to the Official List and to trading on the main market for listed securities of the London Stock Exchange should not be taken as implying that there will be a liquid market for the Shares. Shareholders may not be able to realise their investment at net asset value, or at all.
● Investment in the Company should be regarded as long-term in nature and, as such, is not suitable for all individuals.
(Registered in England and Wales with registered number 03870187)
Notice is hereby given that a general meeting of Maven Income and Growth VCT 6 PLC (the "Company") will be held at 10.30 a.m. on 17 February 2016 at Fifth Floor, 1-2 Royal Exchange Buildings, London, EC3V 3LF for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as to resolutions 1 to 4 as special resolutions, and as to resolutions 5 to 8 as ordinary resolutions:
For the purpose of these resolutions, words and expressions defined in the Circular shall have the same meanings in these resolutions, save where the context requires otherwise.
Dated 14 January 2016
By order of the Board Registered Office: Maven Capital Partners UK LLP Secretary
Fifth Floor 1-2 Royal Exchange Buildings London EC3V 3LF
(xii) In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 10.30 a.m. on 15 February 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
(xiii) CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
FORM OF PROXY
IMPORTANT NOTE: FORMS OF PROXY FOR MAVEN INCOME AND GROWTH VCT 6 PLC SHOULD BE RETURNED TO CAPITA ASSET SERVICES, PXS, THE REGISTRY, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 4TU
For use at the General Meeting of Maven Income and Growth VCT 6 PLC ("the Company"), or at any adjournment thereof, to be held at Fifth Floor, 1-2 Royal Exchange Buildings, London, EC3V 3LF at 10.30 a.m. on 17 February 2016.
I/We………………………………………………………………………………………………………………….
(Block Capitals Please)
of…………………………………………………………………………………………………………………….
being a Shareholder(s) of the above-named Company, appoint the chairman of the meeting or
……………………………………………………………………………………………………………………. (Block Capitals Please)
of…………………………………………………………………………………………………………………….
for the following number of Shares:
(insert number or 'All')
to act as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at Fifth Floor, 1-2 Royal Exchange Buildings, London, EC3V 3LF at 10.30 a.m. on 17 February 2016 (see note 1 below) and at every adjournment thereof and to vote for me/us on my/our behalf as directed below.
Please indicate with an 'X' if this is one of multiple proxy instructions being given
Please indicate with an 'X' in the space below how you wish your vote to be cast. If no indication is given your proxy will vote for or against the resolution or abstain from voting as he thinks fit.
The proxy is directed to vote as follows:
| Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. Composite resolution to approve the restructuring of the share capital, the purchase of deferred shares and the adoption of New Articles. |
|||
| 2. Approval of authority to disapply pre-emption rights. | |||
| 3. Approval of the cancellation of the share premium account. | |||
| 4. Approval of the cancellation of the capital redemption reserve. | |||
| 5. Approval of the authority to allot shares. | |||
| 6. Approval of the IMA Deed of Amendment and Restatement. | |||
| 7. Approval of the payment of the Offer Administration Fee. | |||
| 8. The proposed subscription by Bill Nixon for New Shares under the Offer. |
Signature………………………………………………… Dated……………….……………….2016
Notes to the Form of Proxy:
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