Pre-Annual General Meeting Information • Jun 26, 2023
Pre-Annual General Meeting Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult an appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or transferred all your Ordinary Shares in the Company, please forward this Circular together with the Form of Proxy to the purchaser, transferee, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Notice of the 2023 Annual General Meeting of the Company to be held at the offices of Reed Smith LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2RS at 11:30am on 27 July 2023 is set out on pages 8 to 11 of the Circular. A Form of Proxy for use at the meeting is enclosed, as is a form for the submission of questions. To be valid, Forms of Proxy should be completed and returned in accordance with the notes to the Notice of Meeting and the Form of Proxy itself.
Registered office: Forward House, 17 High Street, Henley-In-Arden, B95 5AA
T 0330 223 1430 E [email protected]
Registered in England no 04280530
Directors: 26 June 2023 James Ferguson, Chairman Chris Fleetwood Tim Levett John Waddell Anna Brown
Dear Shareholder
I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which will take place at 11:30am on 27 July 2023 at the offices of Reed Smith LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2RS. The formal Notice of AGM is set out on pages 8 to 11 of this document.
We are looking forward to seeing as many Shareholders as possible in person at this year's AGM. However, we appreciate that some Shareholders value the convenience of virtual attendance, therefore, Shareholders will also have the option to view and listen-in to the meeting remotely via a Zoom webinar facility, which can be accessed from any computer with internet access or through a telephone (mobile or landline). Shareholders taking part via the Zoom webinar facility will not be able to speak at the meeting or vote on the AGM resolutions, but will be able to observe the formal business of the meeting and listen to the Manager's update.
Shareholders are required to register their attendance via the Zoom facility in advance of the meeting, through the Manager's website. After verification of their identity, details of how to join the Zoom webinar will be provided to each Shareholder. Further information is available on the Manager's website at https://www.mercia.co.uk/vcts/n3vct/.
Immediately after the close of the AGM, while Shareholders are still present, a general meeting of the Company will take place to seek Shareholder approval of proposed changes to the methodology for calculation of the performance-related management fee payable by the Company to the Manager. Full details of this proposal are set out in the circular issued at the same time as this document.
The purpose of this document is to set out the background to and reasons for the Resolutions which are to be proposed at the AGM and to explain why the Directors consider them to be in the best interests of the Company and Shareholders and recommend that you vote in favour of the Resolutions.
Explanatory notes on all the business to be considered at this year's AGM appear on pages 4 to 7 of this document.
On 15 June 2023, the Company announced that it intended, in conjunction with Northern Venture Trust PLC and Northern 2 VCT PLC, to launch a joint prospectus offer of new Ordinary Shares for subscription in the 2023/24 tax year (the "Offer"). The Offer will seek to raise a total of up to £60,000,000. Your Board has considered the current liquidity and the likely funding requirements of the Company, taking into account the pipeline of potential investment opportunities (including follow-on investments into the current portfolio), and proposed that the Company should seek to raise a total of up to £20,000,000 for future investment. Subject to obtaining the requisite approvals, including Shareholder approvals at the AGM, it is expected that a prospectus will be issued in September 2023.
Applications for the new Ordinary Shares will be dealt with on a "first come first served" basis. It is envisaged that the Offer will remain open until 31 March 2024, unless fully subscribed at an earlier date and subject to your Board's right to close the Offer at any time.
The new Ordinary Shares will be issued at a premium to the most recent NAV published prior to the allotment date, such that the net proceeds per new Ordinary Share, after deducting issue costs, will be equivalent to the NAV attributable to the existing Ordinary Shares.
All new Ordinary Shares will rank equally in all respects with the existing Ordinary Shares and will rank for all dividends which are both declared and paid following Admission. Application will be made for the Admission of any new Ordinary Shares allotted and it is proposed that Admission will be effected at the earliest practicable opportunity.
The Articles currently require that a resolution for the continuation of the Company will be put to the annual general meeting of the Company to be held in 2027 and, unless defeated, at five-yearly intervals thereafter. The proposed amendment to the Articles requires the continuation resolution to be considered at the annual general meeting of the Company expected to be held in 2029 and every five years thereafter. This amendment will have the effect of postponing the continuation resolution until after a period of five years has elapsed from the allotment of Ordinary Shares under the Offer, five years being the minimum holding period to ensure that investors retain the initial income tax relief on their subscription.
If you would like to vote on the Resolutions but will not be in physical attendance at the meeting, you should complete the Form of Proxy enclosed along with this notice and return it to the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6DA as soon as possible. They must receive it no later than 11:30am on 25 July 2023. Completion and return of the Form of Proxy will not preclude you from attending the AGM and voting in person should you so wish.
Your Board considers that all the Resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole and are most likely to promote the success of the Company for the benefit of its Shareholders, and unanimously recommends that you vote in favour of the Resolutions. Those Directors who hold shares in the Company will be voting in favour of the Resolutions.
Yours sincerely
James Ferguson Chairman
In this letter, unless the context otherwise requires, the following expressions bear the following meanings:
| Act | the Companies Act 2006 |
|---|---|
| Admission | admission of the Ordinary Shares to the Official List and to trading on the premium segment of the London Stock Exchange's market for listed securities |
| AIC Code | the AIC Code of Corporate Governance published from time to time by the Association of Investment Companies |
| Annual General Meeting or AGM | the annual general meeting of the Company to be held at the offices of Reed Smith LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2RS at 11:30am on 27 July 2023 |
| Articles | the articles of association of the Company as amended from time to time |
| Circular | this document dated 26 June 2023, addressed to the Shareholders |
| Company | Northern 3 VCT PLC |
| Directors or Board | the directors of the Company, whose names are set out on page 1 of this document |
| FCA | the Financial Conduct Authority of the United Kingdom or any successor authority |
| Form of Proxy | the form of proxy for use at the Annual General Meeting |
| Listing Rules | the listing rules of the Financial Conduct Authority made under Part VI of the Financial Services and Markets Act 2000 (as amended from time to time) |
| Manager | Mercia Fund Management Limited |
| NAV | net asset value in pence per Ordinary Share |
| Offer | has the meaning set out on page 1 of this Circular |
| Official List | the Official List of the FCA |
| Ordinary Shares | ordinary shares of 5p each in the capital of the Company |
| Resolutions | resolutions 1 to 18 to be proposed at the AGM and each such resolution shall be a "Resolution" |
| Shareholders | holders of Ordinary Shares |
All Resolutions will be proposed as ordinary resolutions, unless otherwise mentioned. For an ordinary resolution to be passed, more than half of the votes cast (in person or by proxy) must be in favour of the Resolution. For a special resolution to be passed, at least three-quarters of the votes cast (in person or by proxy) must be in favour of the Resolution.
The Company is required by law to put the Company's annual report and financial statements for the year ended 31 March 2023 before the meeting. Shareholders are invited to vote to receive and approve the Company's annual report and financial statements for the year ended 31 March 2023 together with the strategic report, Directors' report and independent auditor's report thereon.
Shareholders are being asked to approve a final dividend of 2.5p per Ordinary Share in respect of the year ended 31 March 2023. If you approve the recommended final dividend, this will be paid on 18 August 2023 to all Shareholders who were on the register of members on 21 July 2023.
The Company is required by law to seek Shareholders' approval of the Directors' remuneration report in respect of the year ended 31 March 2023, which is set out on pages 42 and 43 of the Company's annual report for the year ended 31 March 2023. Whilst the payment of remuneration to the Directors is not dependent on the passing of the Resolution, your Board will take the vote into account when considering the future development and operation of the Company's remuneration policy and practice.
Shareholders' are given the opportunity by law to vote on whether they approve the Directors' remuneration policy not less than once in every three year period. Pursuant to Resolution 4, Shareholders will be asked to approve the Company's Directors' remuneration policy (the "Remuneration Policy") which is set out on page 42 of the Company's annual report for the year ended 31 March 2023.
The Remuneration Policy sets out the Company's forward-looking policy describing the components of non-Executive Directors' remuneration and is subject to a binding shareholder vote. If Resolution 4 is approved, the Remuneration Policy will take effect immediately after the conclusion of the AGM (the "Effective Date") and will replace the existing policy that was approved by the Shareholders in August 2020. No changes have been made to the existing remuneration policy. It is anticipated that the Remuneration Policy will be in force for three years from the Effective Date although the Company closely monitors regulatory changes and market trends and, if necessary, may present a revised policy to the Shareholders for approval within that three-year period.
The Board has determined that, in accordance with the AIC Code, all Directors should retire on an annual basis. Consequently, Mr J G D Ferguson, Mr C J Fleetwood, Mr T R Levett, Mr J M O Waddell and Mrs A B Brown retire from the Board and seek re-election. It is noted that Mr J G D Ferguson, Mr T R Levett, Mr C J Fleetwood and Mr J M O Waddell have served as Directors for more than nine years.
Your Board believes that each of the Directors seeking re-election makes a relevant and significant contribution to the operation of your Board and displays an appropriate level of knowledge and experience.
Mr James Ferguson was appointed to the Board in 2001 and became chairman in 2009. He is chairman of the nomination committee and the management engagement committee and a member of the audit committee.
Mr Ferguson was chairman of Value and Indexed Property Income Trust PLC until 2022. He was chairman and managing director of Stewart Ivory Limited from 1989 until 2000.
Mr Chris Fleetwood was appointed to the Board in 2001. He is chairman of the audit committee and a member of the management engagement committee and the nomination committee. He was formerly chairman of Darlington Building Society, group chief executive of Whessoe plc, a non-executive director of NCFE Limited and a governor of Teesside University.
Mr Tim Levett was appointed to the Board in 2001. He is a member of the audit committee, the nomination committee and the management engagement committee.
Mr Levett is chairman of NVM Private Equity LLP. He is a non-executive director of Northern Venture Trust PLC and of several unquoted companies.
Mr John Waddell was appointed to the Board in 2007. He is a member of the audit committee, the nomination committee and the management engagement committee.
Mr Waddell was until 2015 chief executive of Archangel Investors Limited, a Scottish-based syndicate of individual private equity investors and sits on the boards of numerous unquoted companies. He also advises two early stage funds.
Mrs Anna Brown was appointed to the Board as a non-executive director in 2020. She is a member of the Company's audit, nomination and management engagement committees.
Mrs Brown is a partner with Addleshaw Goddard LLP and has over 25 years' experience in a wide range of corporate transactions including mergers and acquisitions, investments and equity capital markets transactions.
The Company is required by law to appoint an auditor at its Annual General Meeting. Shareholders are invited to vote to re-appoint Mazars LLP as independent auditor of the Company until the conclusion of the next annual general meeting of the Company.
Shareholders are invited to vote to give the audit committee authority to fix the independent auditor's remuneration.
Shareholders are being asked, under the Act, to grant the Directors authority to allot Ordinary Shares in the Company up to a maximum nominal value of £1,299,168.15 (representing approximately 20% of the issued ordinary share capital of the Company at the date of the notice convening the AGM). No shares are currently held in treasury. The authority granted by Resolution 12 is intended to be used solely for the purposes of the Offer.
This authority will be effective until 30 April 2024 except insofar as commitments to allot shares have been entered into before that date.
In addition to the authority conferred by Resolution 12, shareholders are being asked, under the Act, to grant the Directors a general authority to allot shares in the Company. This Resolution, if passed, gives the Directors authority to allot Ordinary Shares up to a maximum nominal value of £1,559,001.82 or, if lower, such amount as shall represent 20% of the issued ordinary share capital of the Company following the issue of the Ordinary Shares pursuant to the Offer. No shares are currently held in treasury.
This authority will be effective until the conclusion of the next annual general meeting of the Company to be held in 2024 or, if earlier, the date falling 15 months after the date of Resolution 13, except insofar as commitments to allot shares have been entered into before that date. The Directors' have no present intention of exercising the authority granted by Resolution 13 except in connection with the issue of Ordinary Shares pursuant to the Company's dividend investment scheme.
This Resolution supplements the Directors' specific authority to allot shares in the Company given to them by Resolution 12 and authorises the Directors to allot equity Ordinary Shares, or sell treasury shares, for cash (otherwise than pro rata to existing Shareholders) up to an aggregate nominal value of £1,229,168.15 (representing approximately 20% of the issued ordinary share capital of the Company at the date of the notice convening the AGM). The authority is intended to be used solely for the purposes of the Offer.
This authority will be effective until 30 April 2024 save that the Company may before this power expires make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sole after the power expires.
Resolution 14 will be proposed as a special resolution.
This Resolution supplements the Directors' general authority to allot shares in the Company given to them by Resolution 13 and authorises the Directors to allot Ordinary Shares, or sell treasury shares, for cash (otherwise than pro rata to existing Shareholders) up to an aggregate nominal value of £1,559,001.82 or, if lower, such amount as shall represent 20% of the issued ordinary share capital of the Company following the issue of the Ordinary Shares pursuant to the Offer.
Resolution 15 will be proposed as a special resolution.
This authority will be effective until the conclusion of the next annual general meeting of the Company to be held in 2024 or, if earlier, the date falling 15 months after the date of Resolution 15, save that the Directors may so allot Ordinary Shares or sell treasury shares in pursuance of an offer or agreement entered into before the authority expires.
Under the Act, this Resolution authorises the Company to purchase in the market up to 15,590,018 Ordinary Shares or, if lower, such amount as shall represent 10% of the issued ordinary share capital of the Company following the issue of the Ordinary Shares pursuant to the Offer at a minimum price per share of 5p (excluding expenses) and a maximum price per share of not more than 105% (excluding expenses) of the average market value of the relevant shares for the five business days prior to the date on which the purchase is made.
Unless previously renewed, varied or revoked, the authority will be effective until the conclusion of the next annual general meeting of the Company to be held in 2024 or, if earlier, the date falling 15 months after the date of Resolution 16.
Purchases of Ordinary Shares will be made only within the guidelines established and to be reviewed from time to time by the Directors and where it is considered that such purchases would be to the advantage of the Company and its Shareholders as a whole. It is the Directors' intention that purchases will be made in the market for cash only at prices below the prevailing net asset value per share, thereby enhancing the net asset value per share for the Company's remaining Shareholders. Purchases will be financed from the Company's own cash resources or, if appropriate, from short term borrowings.
The cap on the price payable contained in the proposed Resolution reflects a restriction on the Company contained in the Listing Rules. In addition, under the Listing Rules the Company must not purchase shares at a price greater than the higher of the last independent trade and the highest current independent bid on the market where the purchase is carried out.
There are no existing Ordinary Shares covered by options or warrants at the date of publication of this document.
Shares purchased under this authority will become treasury shares which the Company can cancel or hold for sale for cash.
Resolution 16 will be proposed as a special resolution.
The Articles presently require that a resolution for the continuation of the Company be put to the annual general meeting of the Company held in 2027 and, unless defeated, at five-yearly intervals thereafter. The proposed amendment to Article 147 requires the continuation resolution to be considered at the annual general meeting of the Company expected to be held in 2029 and every five years thereafter. This amendment will have the effect of postponing the continuation resolution until after a period of five years has elapsed from the allotment of Shares under the Offer, five years being the minimum holding period to ensure that investors retain the initial income tax relief on their subscription. Article 147 of the Articles in its current form is set out below:
Resolution 17 will be proposed as a special resolution.
This resolution seeks approval for the cancellation of the share premium account which will arise following the issue of the new Ordinary Shares 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.
Resolution 18 will be proposed as a special resolution.
Notice is hereby given that the twenty first annual general meeting of the Company will be held at the offices of Reed Smith LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2RS at 11:30am on 27 July 2023 for the following purposes:
"That, the Directors be generally and unconditionally authorised pursuant to Section 551 of the Company Act 2006 (the "Act") to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £1,299,168.15 in connection with the Offer (as defined in the circular to shareholders dated 26 June 2023 (the "Circular") for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on 30 April 2024, save that the Company may before expiry of this authority make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of that offer or agreement as if this authority had not expired."
13 To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, in addition to the authority granted by Resolution 12, the Directors be generally and unconditionally authorised pursuant to Section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £1,559,001.82 or, if lower, such amount as shall represent 20% of the issued ordinary share capital of the Company following the issue of the Ordinary Shares pursuant to the Offer for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of the date falling 15 months after the date of this Resolution and the next annual general meeting of the Company, save that the Company may before expiry of this authority make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of that offer or agreement as if this authority had not expired."
14 To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, subject to the passing of Resolution 12 above, the Directors may:
in each case as if Section 561(1) of the Act (existing shareholders' right of pre-emption) did not apply to the allotment or sale, provided that the power conferred by this Resolution shall be limited to the allotment or sale of equity securities up to an aggregate nominal value of £1,299,168.15 in connection with the Offer (as defined in the Circular) and shall expire on 30 April 2024, save that the Company may before this power expires make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after the power expires."
15 To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, subject to the passing of Resolution 13 above, the Directors may:
in each case as if Section 561(1) of the Act (existing shareholders' right of pre-emption) did not apply to the allotment or sale, provided that the power conferred by this Resolution shall be limited to the allotment or sale of equity securities up to an aggregate nominal value of £1,559,001.82 or, if lower, such amount as shall represent 20% of the issued ordinary share capital of the Company following the issue of the Ordinary Shares pursuant to the Offer and shall expire on the earlier of the date falling 15 months after the date of this Resolution and end of the next annual general meeting of the Company, save that the Company may before this power expires make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after the power expires."
16 To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Act to make one or more market purchases (within the meaning of Section 693(4) of the Act) of its ordinary shares of 5p each provided that:
"That the articles of association of the Company be amended in the first sentence of Article 147 by deleting the date '2027' and substituting the date '2029'."
18 To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, subject to the confirmation of the Court, the amount standing to the credit of the share premium account of the Company following the conclusion of the Offer be cancelled and the amount so cancelled be credited to a special reserve of the Company."
Secretary Forward House 17 High Street Henley-In-Arden 26 June 2023 B95 5AA
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or 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 RA19) by the latest time(s) for receipt of proxy appointments specified in this notice. 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.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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(s), 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 service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
I/We .........................................................................................................................................................................................................................................................................
(block capitals please)
of ..............................................................................................................................................................................................................................................................................
being a member of Northern 3 VCT PLC, hereby appoint (see notes 1 and 2)
or failing him/her the chairman of the meeting to be my/our proxy and exercise all or any of my/our rights to attend, speak and vote for me/us in respect of my/our voting entitlement on my/our behalf at the twenty first annual general meeting of the Company to be held at 11:30am on 27 July 2023, notice of which was sent to shareholders on 26 June 2023 with the annual report and financial statements for the year ended 31 March 2023, and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolutions set out in the notice of meeting:
...................................................................................................................................................................................................................................................................
| Resolution number |
For | Against | Vote withheld |
|
|---|---|---|---|---|
| 1 | To receive and approve the Company's annual report and financial statements for the year ended 31 March 2023 together with the strategic report, Directors' report and independent auditor's report thereon |
|||
| 2 | To approve and declare a final dividend of 2.5p per share in respect of the year ended 31 March 2023 | |||
| 3 | To approve the Directors' remuneration report in respect of the year ended 31 March 2023 other than the part of such report containing the Directors' remuneration policy |
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| 4 | To approve the Directors' remuneration policy, as set out on page 42 of the Company's annual report and financial statements for the year ended 31 March 2023 |
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| 5 | To re-elect Mr J G D Ferguson as a director | |||
| 6 | To re-elect Mr C J Fleetwood as a director | |||
| 7 | To re-elect Mr T R Levett as a director | |||
| 8 | To re-elect Mr J M O Waddell as a director | |||
| 9 | To re-elect Mrs A B Brown as a director | |||
| 10 | To re-appoint Mazars LLP as independent auditor | |||
| 11 | To authorise the audit committee to fix the remuneration of the independent auditor | |||
| 12 | To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006 for the purposes of the Offer |
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| 13 | To generally authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006 | |||
| 14 | To disapply Section 561(1) of the Companies Act 2006 in relation to allotments of equity securities for the purposes of the Offer |
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| 15 | To disapply Section 561(1) of the Companies Act 2006 in relation to certain other allotments of equity securities |
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| 16 | To authorise the Company to make market purchases of ordinary shares in accordance with Section 701 of the Companies Act 2006 |
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| 17 | To amend the articles of association to extend the life of the Company | |||
| 18 | To approve the cancellation of the share premium account arising following the issue of Ordinary Shares pursuant to the Offer |
Please indicate by placing an X in this box if this proxy appointment is one of multiple appointments being made (see note 2 below)
Signed ........................................................................................................ Date ............................................... 2023
Shareholders who intend to attend the Annual General Meeting are requested to place a tick one of the boxes below in order to assist with administrative arrangements.
I/we intend to attend the Annual General Meeting in person at 11:30am on 27 July 2023
I/we intend to attend the Annual General Meeting remotely via the Zoom webinar facility at 11:30am on 27 July 2023
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