Oxford Tech VCTs: Proposed merger and new Manager

[timbo003]

RNS released this morning, need to read and digest, but on first sight looks like a sensible proposal

https://www.investegate.co.uk/oxford-te ... 0000H8545/
https://www.investegate.co.uk/oxford-te ... 0000H8544/
https://www.investegate.co.uk/oxford-te ... 0000H8543/
https://www.investegate.co.uk/oxford-te ... 0000H8542/

[timbo003]

The latest annual and interim reports (to end of February 2022) for the four Oxford Tech VCTs are now available on the Oxford Tech VCTs web site (see links below)

OT1: https://www.oxfordtechnologyvct.com/adm ... 202022.pdf
OT2: https://www.oxfordtechnologyvct.com/adm ... 202022.pdf
OT3: https://www.oxfordtechnologyvct.com/adm ... 202022.pdf
OT4: https://www.oxfordtechnologyvct.com/adm ... 202022.pdf

The latest NAVs (April 19th 2022) can be found here:

OT1: https://www.lse.co.uk/rns/OXT/net-asset ... evsxu.html
OT2: https://www.lse.co.uk/rns/OXH/net-asset ... zzv1r.html
OT3: https://www.lse.co.uk/rns/OTT/net-asset ... gn742.html
OT4: https://www.lse.co.uk/rns/OXF/net-asset ... 8ysj1.html

A couple of points worth noting:

The reports give an update on the proposed merger and change of manager

As announced on 4 March 2022, Oxford Technology VCT 4 plc (the “Company”, “OT4”) has entered discussions regarding a Merger of the Oxford Technology VCTs (“OT VCTs”) and a subsequent proposed move to a new investment manager, Edition Capital Investments Limited (“Edition”). The structure of the proposed Merger is designed to preserve the economic value of OT4’s portfolio for the benefit of the Company’s existing shareholders. Discussions are progressing and the proposed transaction, with full details, is expected to be formally announced in May.

In addition, the OT4 report also state that OT4 will be conducting a buyback at a 10% discount

Following the success of the recent share buyback offered to Oxford Technology 3 VCT plc shareholders, the Board is planning to offer a share buyback of up to 10% of its shares to OT4 shareholders in early June. Pricing is likely to be at a 10% discount to the prevailing NAV per share and the level of buyback will be determined by the liquidity of Arecor and its share price at the time of the buy back. This will allow OT4 shareholders to have an opportunity of an economic exit. Shareholders who wish to participate should take their own financial advice and if interested, register their interest with Chris Lloyd at Panmure Gordon

Given that the current price for OT4 is quoted at 23 – 33 pence/share and current NAV (April 19th) stands at 42.3 pence/share, there is potential for a small profit for anyone who is inclined to buy shares now in the open market and then sell in the forthcoming buyback.

[sinterklaas]

RNS out today, Edition Capital “Leisure shares”, £10m offer:

https://www.investegate.co.uk/oxford-te ... 2527H4158/

[timbo003]

The various OT VCT meeting to approve the merger were held on Tuesday and all resolutions were approved with 97%+ in favour on a reasonably high turnout:

OT2: https://www.investegate.co.uk/oxford-te ... 5235H0106/

The Board of Oxford Technology 2 VCT Plc (OT2) is pleased to announce that all of the resolutions proposed at the General Meeting held today, 20 June 2022, were duly passed on a show of hands.

Shareholders of OT2 have now passed all the resolutions to enable the Merger, the issue of Consideration Shares and Leisure Shares, as set out in the Circular dated 18 May 2022. The Board of OT2 notes that the shareholders of each of Oxford Technology VCT Plc (OT1), Oxford Technology 3 VCT Plc (OT3) and Oxford Technology 4 VCT Plc (OT4) have also today approved the resolutions to enable the merger of their companies with OT2. Provided OT1, OT3 and OT4 shareholders also approve the placing of OT1, OT3 and OT4 into Members Voluntary Liquidation at the Second General Meetings of their companies on 30 June 2022, it is expected that the Merger will complete on the same day. Admission of and dealings in Consideration Shares is expected to be 1 July 2022 when OT2 will have four separate share classes, the Ordinary Shares representing the pool of assets linked to the existing OT2 share pool, and 3 new share pools incorporating the assets and liabilities transferred from OT1, OT3 and OT4. A further announcement will be made at that time.

OT1: https://www.investegate.co.uk/oxford-te ... 3753H0099/

The Board of Oxford Technology VCT Plc (OT1) is pleased to announce that the resolution to approve the OT1 Scheme proposed at the First General Meeting held today, 20 June 2022, was duly passed on a show of hands.

The Board of OT1 notes that the shareholders of each of Oxford Technology 3 VCT Plc (OT3) and Oxford Technology 4 VCT Plc (OT4) have also approved the resolutions to enable the merger of their companies with OT2, and shareholders of OT2 have now passed all the resolutions to enable the issue of Consideration Shares and Leisure Shares, as set out in the Circular dated 18 May 2022. Provided shareholders of OT1 also approve the placing of OT1 into Members Voluntary Liquidation at the Second General Meeting on 30 June 2022, it is expected that the Merger of OT1 and OT2 will complete on the same day, at which time the assets and liabilities of OT1 will be transferred to OT2 in exchange for New OT1 Consideration Shares. Provided the OT3 and OT4 shareholders also approve the placing of their companies into Members Voluntary Liquidation at the Second General Meetings of their companies on 30 June 2022, it Is expected that the full Merger will complete on the same day. Admission of and dealings in Consideration Shares is expected to be 1 July 2022 when OT2 will have four separate share classes, the Ordinary Shares representing the pool of assets linked to the existing OT2 share pool, and 3 new share pools incorporating the assets and liabilities transferred from OT1, OT3 and OT4. A further announcement will be made at that time.

Announcements for OT3 and OT4 were along similar lines to the OT1 announcement

OT3: https://www.investegate.co.uk/oxford-te ... 4618H0101/
OT4: https://www.investegate.co.uk/oxford-te ... 4829H0102/

One thing which did surprised me was the low number of dissenting shareholders for OT1, OT3 and OT4, as there was an opportunity for any dissenting shareholder to exit at a fairly modest discount to NAV/share which would certainly have been higher than the prevailing market bid price, with the proviso that the resolutions had to be passed with the required majorities

[sinterklaas]

RNS out today, Edition Capital “Leisure shares”, £10m offer:
https://www.investegate.co.uk/oxford-te ... 2527H4158/

Well… this did not work out:

https://www.londonstockexchange.com/new ... e/15839505

Offer withdrawn with immediate effect.

According to Wealth Club website they had raised less than 1 million so far.

Another false dawn for OT VCTs?