ANNOUNCEMENT
PENNINE DOWNING AIM VCT 2 PLC
AND PENNINE DOWNING AIM VCT PLC
AND THE ETHICAL AIM VCT PLC
28 November 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN
OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, SOUTH
AFRICA OR THE UNITED STATES OF AMERICA OR TO U.S. PERSONS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL,
PURCHASE, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES OR SOLICITATION OF
SUCH AN OFFER IN THE UNITED STATES OF AMERICA OR ANY OTHER
JURISDICTION. THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND WILL NOT BE OFFERED OR SOLD
IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM REGISTRATION.
RECOMMENDED PROPOSALS FOR A MERGER BETWEEN
PENNINE DOWNING AIM VCT 2 PLC
PENNINE DOWNING AIM VCT PLC
AND THE ETHICAL AIM VCT PLC
AND
DECLARATION OF CONDITIONAL SPECIAL INTERIM DIVIDEND
Summary
The boards of Pennine Downing AIM VCT 2 plc ("PDA2"), Pennine Downing
AIM VCT plc ("PDA") and The Ethical AIM VCT plc ("Ethical") announce
agreement on recommended proposals for the merger of PDA2, PDA and
Ethical on a relative net asset value basis (the "Merger"). The
boards of PDA2 and PDA and Ethical further announce that they are
today writing to their respective shareholders with full details of
the proposed Merger.
The Merger will be effected by means of schemes of reconstruction
under Section 110 of the Insolvency Act 1986 pursuant to which it is
proposed that PDA will be placed into members voluntary liquidation
and the assets and liabilities of PDA will be transferred to PDA2 in
exchange for new shares in PDA2, which will be issued to shareholders
of PDA (the "PDA Scheme") and Ethical will be placed into members
voluntary liquidation and the assets and liabilities of Ethical will
be transferred to PDA2 in exchange for new shares in PDA2, which will
be issued to shareholders of Ethical (the "Ethical Scheme") (together
the "Schemes"). The effective date for the transfer of the assets and
liabilities of the Targets and the issue of the new shares in PDA2
pursuant to the Schemes is expected to be 16 January 2008 (the
Effective Date").
The PDA Scheme is conditional on the approval of PDA and PDA2
shareholders, dissent not having been expressed by shareholders of
PDA holding more than 10 per cent in nominal value of the issued PDA
share capital, there being no material adverse change in the business
of PDA or PDA2 prior to the Effective Date and the Ethical Scheme
becoming unconditional.
The Ethical Scheme is conditional on the approval of Ethical and PDA2
shareholders, dissent not having been expressed by shareholders of
Ethical holding more than 10 per cent in nominal value of the issued
Ethical share capital, there being no material adverse change in the
business of Ethical or PDA2 prior to the Effective Date and the PDA
Scheme becoming unconditional.
PDA2, PDA and Ethical have today each posted circulars to
shareholders in relation to the Schemes, together with a prospectus
of PDA2 in relation to the new shares in PDA2 to be issued to the
shareholders of PDA and Ethical under the Schemes. PDA2's prospectus
and circular to its shareholders also contain details of proposed
amendments to its current management, performance incentive and
administrative arrangements.
In addition, each of PDA2, PDA and Ethical is pleased to announce the
declaration of a special interim dividend of 10 pence per share,
conditional on the Schemes becoming unconditional, to be paid shortly
after the Effective Date to shareholders on the register of members
of the relevant company as at 11 January 2008.
Introduction
Since the flotation of PDA2, PDA and Ethical, the respective boards
have endeavoured to provide shareholders with a satisfactory
investment return whilst maintaining an appropriate level of
corporate governance and a full flow of information. For some time
the boards have been aware of the desirability of achieving larger
scale of operations so as to mitigate the impact of the costs of
investment management and administration and to diversify risk to a
greater extent. Each of PDA2, PDA and Ethical are managed by Rathbone
Investment Management Limited ("Rathbones") and administered by
Downing Management Services Limited ("DMS") and have very similar
investment objectives and a number of common investments.
Following the changes to VCT regulations in 2004, VCTs can now be
merged without prejudicing the tax reliefs obtained by shareholders
on their original investment. With this in mind, the boards of each
of PDA2, PDA and Ethical are pleased to advise their respective
shareholders that, following detailed consideration of the portfolios
and financial position of the other companies, they have reached an
agreement to merge and create a VCT of a more economically efficient
size which the boards consider brings significant benefits to each
group of shareholders. Any company could have acquired the assets and
liabilities of the others, however, PDA2 was selected as it is the
largest of the three companies.
Expected Timetable
EXPECTED TIMETABLE FOR PDA2
Extraordinary General Meeting 11.30 a.m. on 8 January
2008
Effective Date for transfer of assets and on 16 January 2008
liabilities of
Paddle1 and Starboard to the Company and the
issue
of Consideration Shares in the Company
Special Interim Dividend Record Date on 11 January 2008
Anticipated Special Interim Dividend Payment on 23 January 2008
Date
EXPECTED TIMETABLE FOR PDA
PDA First Extraordinary General Meeting 11.00 a.m. on 8 January
2008
Record Date for PDA shareholders' 5.00 p.m. on 8 January
entitlements under 2008
the Schemes
Dealings in PDA shares suspended 5.00 p.m. on 8 January
2008
Special Interim Dividend Record Date on 11 January 2008
PDA Second Extraordinary General Meeting 11.00 a.m. on 16 January
2008
Effective Date for transfer of the assets on 16 January 2008
and liabilities
of PDA to the Company and the issue of the
PDA2
shares
Announcement of results of PDA Second Noon on 17 January 2008
Extraordinary
General Meeting and completion of Schemes
(if applicable)
Cancellation of listing of PDA shares on 17 January 2008
Admission of and dealings in the PDA2 shares on 23 January 2008
to
commence
Anticipated Special Interim Dividend Payment on 23 January 2008
Date
EXPECTED TIMETABLE FOR ETHICAL
Ethical First Extraordinary General Meeting 11.15 a.m. on 8 January
2008
Record Date for Ethical shareholders' 5.00 p.m. on 8 January
entitlements 2008
under the Schemes
Dealings in Ethical shares suspended 5.00 p.m. on 8 January
2008
Special Interim Dividend Record Date on 11 January 2008
Ethical Second Extraordinary General Meeting 11.15 a.m. on 16 January
2008
Effective Date for transfer of the assets on 16 January 2008
and liabilities
of Ethical to the Company and the issue of
the PDA2
shares
Announcement of results of Ethical Second Noon on 17 January 2008
Extraordinary General Meeting and completion
of
Schemes (if applicable)
Cancellation of listing of Ethical shares on 17 January 2008
Admission of and dealings in the PDA2 shares on 23 January 2008
to
commence
Anticipated Special Interim Dividend Payment on 23 January 2008
Date
Background to PDA2
PDA2 was launched in February 2001 to offer investors a tax efficient
method by which to gain exposure to AIM with a vehicle that would
hold a portfolio of mainly AIM-quoted investments under the
management of an experienced investment manager, Rathbones. PDA2
raised £12.5 million and has to date invested in 38 companies or unit
trusts with a valuation of £7.5 million. As at 31 August 2007 the
net asset value of PDA2 was 82.2 pence per share with a total return
of 95.7 pence per share (as extracted from the unaudited half yearly
financial report of PDA2 for the six months ended 31 August 2007).
The view of the PDA2 board is that, as PDA2 becomes smaller as a
result of share buy backs and a strong dividend policy, running costs
(of which there is a significant element of fixed costs) are starting
to become disproportionately high and that, in time, the burden of
the fixed running costs may have a material adverse effect on the
return to shareholders that PDA2 is able to produce.
Following the Venture Capital Trusts (Winding-up and Mergers) (Tax)
Regulations 2004 (the "Merger Regulations") coming into force in
2004, VCTs can now be merged without prejudicing the tax reliefs
obtained by shareholders on their original investment. With this in
mind, the board of PDA2 has considered the positions of PDA and
Ethical, which are VCTs managed by the same investment manager as
PDA2, with a view to merging the three companies and creating a VCT
of a more economically efficient size.
The merger of the three companies will result in significant cost
savings and enhanced administrative efficiency. Due to their common
features, this is achievable without major additional costs in terms
of rearranging the existing board constitution, investment and
administrative arrangements of the three companies.
Overall risk should be reduced as the portfolio is spread across a
larger number of investments and industry sectors. The combined
entity will have additional funds available to support further
investment in both new and existing companies which require
additional investment.
After receiving specialist advice and giving the matter full
consideration, the board of PDA2 believes that the financial
reconstruction of the company by way of the Schemes offers
participation in a larger VCT together with a more acceptable level
of cost. Any of the companies could have acquired the assets and
liabilities of the other under the Schemes and no group of
shareholders would be disadvantaged. However, PDA2 was selected as
the acquirer as it is the largest of the three companies.
For the six months ended 31 August 2007, total expenditure for PDA2
was £177,000 (2.0 per cent of PDA2's net asset value at that date)
and for all three entities (using the six month period ended 31 March
2007 in respect of Ethical) was £372,000 (approximately 1.8 per cent
of their combined net asset value). The directors of PDA2 believe
that significant savings will be achieved by combining the companies
and removing certain fixed costs.
Background to PDA
PDA was launched in March 1998 to offer investors a tax efficient
method by which to gain exposure to the AIM market with a vehicle
that would hold a portfolio of mainly AIM-quoted investments under
the management of an experienced investment manager, Rathbones. PDA
raised £9.6 million and has to date invested in 34 companies with a
valuation of £4.9 million. As at 31 August 2007 the net asset value
of PDA was 79.2p per share with a total return of 99.2p per share (as
extracted from the unaudited interim statement of the company as at
31 August 2007).
The view of the board of PDA is that, as PDA becomes smaller as a
result of share buybacks and a strong dividend policy, running costs
(of which there is a significant element of fixed costs) are starting
to become disproportionately high and, in time, the burden of the
fixed running costs may have a materially adverse on effect the
return to shareholders that PDA is able to produce.
Following the Merger Regulations, VCTs can now be merged without
prejudicing the tax reliefs obtained by shareholders on their
original investment. With this in mind, the board of PDA has
considered the positions of PDA2 and Ethical, with a view to merging
the three companies and creating one VCT of a more economically
efficient size.
After receiving independent and specialist advice and giving the
matter full consideration, the board of PDA believe that the
financial reconstruction of PDA by way of the proposed Schemes offers
participation in a larger VCT together with a more acceptable level
of costs. Any company could have acquired the assets and liabilities
of the other under the Schemes and no group of shareholders would be
disadvantaged. However, PDA2 was selected as the acquirer as it is
the largest of the three companies.
For the six months ended 31 August 2007, total expenditure for PDA
was £108,000 (1.7% per cent of PDA's net asset value as at that date)
and for all three entities (using the six month period ended 31 March
2007 in respect of Ethical) was £372,000 (approximately 1.8 per cent
of their combined net asset value). The directors of PDA believe that
significant savings will be achieved by combining the companies and
removing certain identified fixed costs.
Background to Ethical
Ethical was launched in October 1999 with the objectives of
maximising tax-free capital and income returns to shareholders by
investing in an ethically screened and monitored portfolio consisting
mainly of investments in smaller UK companies. Ethical raised £10.8
million and has to date invested in 31 companies with a valuation of
£3.0 million. As at 31 August 2007 the net asset value of Ethical
was 53.5p per share with a total return of 61.25p per share (as
announced by the Company on 14 November 2007).
The view of the board of Ethical is that, as Ethical becomes smaller
as a result of share buybacks, running costs (of which there is a
significant element of fixed costs) are starting to become
disproportionately high and, in time, the burden of the fixed running
costs may have a materially adverse on effect the return to
shareholders that Ethical is able to produce.
Following the Merger Regulations, VCTs can now be merged without
prejudicing the tax reliefs obtained by shareholders on their
original investment. With this in mind, the board of Ethical has
considered the positions of PDA2 and PDA, with a view to merging the
three companies and creating one VCT of a more economically efficient
size.
After receiving independent and specialist advice and giving the
matter full consideration, the board of Ethical believe that the
financial reconstruction of Ethical by way of the proposed Schemes
offers an increased level of certainty together with a more
acceptable level of costs. Any company could have acquired the
assets and liabilities of the other under the Schemes and no group of
shareholders would be disadvantaged. However, PDA2 was selected as
the acquirer as it is the largest of the three companies.
For the unaudited 6 month period ended on 31 March 2007, total
expenditure for Ethical was £87,000 (1.7 per cent of the Ethical's
net asset value as at that date) and for all three entities (using
the six month period ended 31 August 2007 in respect of PDA and PDA2)
was £372,000 (approximately 1.8 per cent of their combined net asset
value). The directors of Ethical believe that significant savings
will be achieved by combining the companies and removing certain
identified fixed costs.
The Schemes
The Schemes provide for PDA and Ethical to be put into members'
voluntary liquidation and for the assets and liabilities of PDA and
Ethical to be transferred to PDA2 in consideration for new shares in
PDA2 of an equivalent value (which would be issued to shareholders in
PDA and Ethical). These new PDA2 shares will rank pari passu with
the existing PDA2 shares. Following the transfer PDA and Ethical
will be wound up and the PDA shares and Ethical shares cancelled.
The number of new shares in PDA2 to be issued to the shareholders of
PDA and Ethical have been calculated by reference to the relative net
asset values of PDA2, PDA and Ethical as at the latest practical date
prior to the publication of the prospectus and subtracting the amount
of the special interim dividend (see below) due to that company's
shareholders and one-third of the estimated total costs of the
Schemes (the "Merger Values").
The number of PDA2 shares to be issued to PDA shareholders pursuant
to the Schemes will be 8,110,155, such that for every 1,000 PDA
shares held, PDA shareholders receive 982 PDA2 shares.
The number of PDA2 shares to be issued to Ethical shareholders
pursuant to the Schemes will be 6,361,531, such that for every 1,000
Ethical shares held, Ethical shareholders receive 633 PDA2 shares.
The PDA2 shares will be issued to the shareholders of PDA and Ethical
pro rata to their holdings in PDA and Ethical on the record date.
Entitlements will be rounded down to the nearest whole number and any
fractional entitlements not exceeding £5 in value will be sold in the
market for the benefit of the PDA2.
Benefits of the Merger
The boards of PDA2, PDA and Ethical consider that a merged entity
would provide a number of benefits:
* a significant reduction in management and
administrative costs for the combined entity and a VCT of a more
economically efficient size with a greater capital base over which
to spread the fixed running costs;
* allow each of the companies to declare a
special interim dividend of 10p per share from historic gains
without concerns that the companies would start to become too small
to be economically efficient;
* participation in a larger VCT with a more
diversified portfolio - this will disperse the portfolio risk
across a broader range of investments, technologies, markets and
industry sectors;
* merger with two VCTs which have a very similar
investment policy and structure and the same investment manager,
without prejudicing existing tax reliefs obtained;
* a larger pool of investment funds providing
the opportunity for improved liquidity and flexibility to provide
further support for those investments offering the highest
potential rewards; and
* increased flexibility in meeting the various
requirements for qualifying VCT status.
Cancellation of Listing of PDA and Ethical
It is the intention of PDA and Ethical to apply for cancellation of
their listings upon the successful completion of the Schemes, which
is anticipated to be on 17 January 2008.
Costs of the Schemes
The anticipated cost of undertaking the Schemes is £490,000 including
legal, professional and other fees including the winding up of PDA
and Ethical. Following completion of the Schemes, annual cost savings
for the merged entity of at least £250,000 per annum will be achieved
for the first two years following the merger and at least £200,000
per annum in subsequent years. On this basis the directors of PDA2,
PDA and Ethical believe the transaction costs would be recovered
within 2 years. In addition, the merger is expected to deliver
important operational benefits.
Declaration of Special Interim Dividend
Following the merger, PDA2 intends to continue its existing policy of
seeking to pay regular dividends when practicable. The ability of the
enlarged company to pay dividends should be improved as concerns
about reducing the size of the company to an uneconomical size by
having a strong dividend policy will be eliminated.
In accordance with the above policy, each of PDA2, PDA and Ethical is
pleased to announce the declaration of a special interim dividend of
10 pence per share, conditional on the Schemes becoming
unconditional, to be paid shortly after the Effective Date to
shareholders on the register of members of the relevant company as at
11 January 2008. The dividend will be payable out of the relevant
company's available cash resources.
Management, administrative and performance incentive arrangements
Management arrangements
Rathbones has been appointed to provide certain investment management
services to each of PDA2, PDA and Ethical. The directors of PDA2 have
entered into a new investment management agreement, conditional on
shareholder approval at the PDA2 Extraordinary General Meeting,
implementation of the Schemes and termination of the original
management agreement, under which Rathbones will continue to act in
their current role and in light of the enlarged entity the annual
management fee payable to Rathbones will be reduced and the
performance incentive fees payable to Rathbones will be amended
(further details of which are set out below).
For the two years immediately following the merger Rathbones will
reduce its annual fee to 1.3% of the net assets of PDA2, after which
the fee will return to 1.8% of its net assets. Based upon the
respective unaudited net asset values of PDA2, PDA and Ethical as at
31 August 2007, adjusted for the expected costs of the Schemes and
the payment of the proposed special interim dividend, Rathbones would
be paid an annual fee of £225,000 (plus VAT thereon) in the two years
following the Merger and £312,000 thereafter.
As the new management agreement is being entered into between PDA2
and its investment adviser, which is a party "related" to PDA2 under
the Listing Rules, the agreement is regarded as a related party
transaction under the Listing Rules and thus requires the approval of
the shareholders of PDA2.
Administration arrangements
DMS acts as administration manager to PDA2, providing administration
and company secretarial services. In light of the additional level of
administration services expected to be needed in the period following
the Merger, the administration agreement has been varied, conditional
on implementation of the Schemes, so that, for the two years
immediately following the Merger, DMS's annual fee will increase from
£60,000 (adjusted annually in line with the movement in PDA2's net
assets) to £75,000 (plus VAT thereon), reducing to £60,000 (plus VAT
thereon) thereafter, adjusted annually in line with the movement in
the Retail Price Index. The fees will no longer be adjusted in line
with the movement in PDA2's net assets.
Performance incentive arrangements
Under the terms of the existing arrangements, performance incentive
fees are payable to Rathbones, Downing Corporate Finance Limited
("DCF") and the directors of PDA2, once PDA2 shareholders have
received dividends and/or capital distributions equivalent to not
less than 7p per annum (compounded) on each share and the net asset
value per share is £1 or more. If these hurdles are met aggregate
fees are payable equal to 20% of PDA2's profits (derived from both
investment income and capital profits available for distribution) in
excess of 7p per share in each accounting period, before taking into
account such fees. No fees have been paid or become payable under
these arrangements.
In order to more closely align Rathbones' goals with those of PDA2
shareholders and to ensure that they are suitably incentivised these
performance incentive fee arrangements have been revised, conditional
on implementation of the Schemes. The performance incentive fees will
now be calculated as 15% of any excess above 3p per share of the
annual dividends payable to PDA2 shareholders (based on declared
dividends as set out in each annual audited accounts), calculated
annually with effect from 1 March 2007, payable only if PDA2's net
asset value per share is at or above 80p (adjusted for any tender
offers and any dividends declared but not provided) as calculated in
the audited annual accounts for the year relating to the payment.
The first payment will not be made until the publication of PDA2's
audited accounts for the year ended 28 February 2010. Any cumulative
shortfall below the 3p per annum dividend hurdle (commencing on 1
March 2007) will have to be made up in later years, prior to any
further payments being made.
Rathbones' entitlement to a proportion of such fees has been
increased from 60% to 85%, under the terms of the new management
agreement, conditional on implementation of the Schemes. DCF's
entitlement has been reduced from 30% to 15% and the directors of
PDA2 are no longer entitled to a proportion of the performance
incentive fee, in each case conditional on implementation of the
Schemes.
Transfer arrangements
On the Effective Date, the liquidators of PDA and Ethical, William
Duncan and Ian Schofield of PKF (UK) LLP (the "Liquidators") will
procure that PDA and Ethical will each enter into a transfer
agreement under which the Liquidators will procure the transfer of
all the assets and liabilities of PDA and Ethical to PDA2 in exchange
for the issue of shares in PDA2 to the shareholders of PDA and
Ethical.
In consideration of such transfer of assets and liabilities of PDA
and Ethical to PDA2, PDA2 will, pursuant to the transfer agreements,
undertake to pay all liabilities incurred by the Liquidators
including, but not limited to, the implementation of the Schemes, the
winding up of PDA and Ethical and the purchase for cash of any
holdings of dissenting shareholders in PDA and Ethical.
Conditions of the Schemes
The PDA Scheme is conditional on:
* each of the resolutions being passed at the PDA2
Extraordinary General Meeting;
* each of the resolutions being passed at the PDA First and
Second Extraordinary General Meetings;
* dissent not having been received from PDA shareholders
holding more than 10 per cent in nominal value of the issued share
capital of the respective company) under Section 111 Insolvency Act
1986 (this condition may be waived by the board of directors of
PDA);
* there being no material adverse change or deterioration in
the business, assets, financial or trading positions or profit or
prospects of PDA2 or PDA prior to the Effective Date and no
contingent or other liability of PDA2 or PDA having arisen or
become apparent or increased which is material in the context of
PDA2 or PDA; and
* each of the resolutions being passed at the Ethical
Extraordinary General Meeting and the Ethical Scheme becoming
unconditional.
The Ethical Scheme is conditional on:
* each of the resolutions being passed at the PDA2
Extraordinary General Meeting;
* each of the resolutions being passed at the Ethical First
and Second Extraordinary General Meetings;
* dissent not having been received from Ethical shareholders
holding more than 10 per cent in nominal value of the issued share
capital of the respective company) under Section 111 Insolvency Act
1986 (this condition may be waived by the board of directors of
Ethical);
* there being no material adverse change or deterioration in
the business, assets, financial or trading positions or profit or
prospects of PDA2 or Ethical prior to the Effective Date and no
contingent or other liability of PDA2 or Ethical having arisen or
become apparent or increased which is material in the context of
PDA2 or Ethical; and
* each of the resolutions being passed at the PDA
Extraordinary General Meeting and the PDA Scheme becoming
unconditional.
Dissenting PDA and Ethical shareholders
Provided that a shareholder of PDA or Ethical does not vote in favour
of the resolutions to be proposed at the First Extraordinary General
Meetings of PDA or Ethical (as the case may be), such shareholder may
within 7 days of such meeting express his dissent to the Liquidators
in writing at that company's registered office and require the
Liquidators to purchase his shareholding. The Liquidators will offer
to purchase the holdings at the break value price per share of 50.7
pence in the case of PDA and 29.9 pence in the case of Ethical, these
being estimates of the amounts a shareholder would receive per share
in an ordinary winding up of such company if all of its assets had to
be realised. These break values are 17.0 pence (25.1 per cent.) lower
than the Merger Value in the case of PDA and 13.2 pence (30.7 per
cent.) lower than the Merger Value in the case of Ethical.
Documents and Approvals
PDA2 shareholders, inter alia, will receive a copy of the prospectus
together with a circular convening an Extraordinary General Meeting
to be held on 8 January 2008 at which PDA2 shareholders will be
invited to approve resolutions in connection with the Merger
proposals and the arrangements with Rathbones.
PDA shareholders will also receive a circular in relation to the
Schemes, together with the prospectus in respect of the PDA2 shares
to be issued to PDA shareholders in connection with the Merger. The
circular convenes the First and Second Extraordinary General Meeting
at which PDA shareholders will be invited to approve resolutions in
connection with the Merger.
Ethical shareholders will also receive a circular in relation to the
Schemes, together with the prospectus in respect of the PDA2 shares
to be issued to Ethical shareholders in connection with the Merger.
The circular convenes the First and Second Extraordinary General
Meeting at which Ethical shareholders will be invited to approve
resolutions in connection with the Merger.
Copies of the prospectus and the circulars for PDA2, PDA and Ethical
have been submitted to the UK Listing Authority and will be shortly
available for inspection at the UK Listing Authority's Document
Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Telephone number: 020 7066 1000
Enquiries:
Pennine Downing AIM VCT 2 plc:
Pennine Downing AIM VCT plc:
The Ethical AIM VCT plc:
Grant Whitehouse - Company Secretary
Telephone number: 020 7416 7780
Howard Kennedy (sponsor and legal adviser to PDA2)
Keith Lassman or Paul Siddle
Telephone number: 020 7636 1616
Blomfield Corporate Finance Limited (sponsor to PDA and Ethical)
Ian Fenn or Alan Mackenzie
Telephone number: 020 7512 0191
Martineau Johnson (legal adviser to PDA and Ethical)
Kavita Patel
Telephone number: 0870 763 2000
The directors of PDA2 accept responsibility for the information
relating to PDA2 and its directors contained in this announcement. To
the best of the knowledge and belief of such directors (who have
taken all reasonable care to ensure that such is the case), the
information relating to PDA2 and its directors contained in this
announcement, for which they are solely responsible, is in accordance
with the facts and does not omit anything likely to affect the import
of such information.
The directors of PDA accept responsibility for the information
relating to PDA and its directors contained in this announcement. To
the best of the knowledge and belief of such directors (who have
taken all reasonable care to ensure that such is the case), the
information relating to PDA and its directors contained in this
document, for which they are solely responsible, is in accordance
with the facts and does not omit anything likely to affect the import
of such information.
The directors of Ethical accept responsibility for the information
relating to Ethical and its directors contained in this announcement.
To the best of the knowledge and belief of such directors (who have
taken all reasonable care to ensure that such is the case), the
information relating to Ethical and its directors contained in this
announcement, for which they are solely responsible, is in accordance
with the facts and does not omit anything likely to affect the import
of such information.
Howard Kennedy are acting exclusively for PDA2 and for no one else in
connection with the matters described herein and will not be
responsible to anyone other than PDA2 for providing the protections
afforded to clients of Howard Kennedy for providing advice in
relation to the matters described herein.
Blomfield Corporate Finance Limited are acting exclusively for PDA
and Ethical and for no one else in connection with the matters
described herein and will not be responsible to anyone other than PDA
and Ethical for providing the protections afforded to clients of
Blomfield Corporate Finance Limited for providing advice in relation
to the matters described herein.
Martineau Johnson are acting exclusively for PDA and Ethical and for
no one else in connection with the matters described herein and will
not be responsible to anyone other than PDA and Ethical for providing
the protections afforded to clients of Martineau Johnson for
providing advice in relation to the matters described herein.
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