Mergers

The proposal is to merge the following VCTs:

• Albion Development VCT PLC (Target) to merge with Albion Enterprise VCT PLC (Acquirer)
• Albion KAY VCT PLC (Target) to merge with Albion Technology & General VCT PLC (Acquirer)
• Albion Venture Capital Trust PLC (Target) to merge with Albion Crown VCT PLC (Acquirer)

The VCT Boards encourage all shareholders to vote on the resolutions, which will be tabled at the virtual General Meetings are scheduled for 11 & 19 December 2024. Links to access the meetings are under the Special General Meetings section above.

The are two ways of voting:

By clicking on the link via an email sent by the Registrar, Computershare.

By voting live during the general meeting

Should you need any help with the voting process, please contact us at info@albion.capial 

Where shareholders hold their shares in certificated form in the Target VCTs, they will receive a new certificate for the Consideration Shares issued. Certificates will be dispatched to a Target VCT Shareholder’s registered address.

Where Target VCT shareholders hold their VCT shares electronically (uncertificated), their CREST accounts will be automatically credited with the new holding in Consideration Shares.

Dates can be found in the mergers timetable contained within the Circular.

Income tax certificates that have been issued for the Dividend Reinvestment Scheme (DRIS) in the Target VCTs pre-merger will remain valid. Post-merger, both share and income tax certificates will be issued by the Acquiring VCTs.

Share certificates for the Target VCTs (Albion Development VCT, Albion KAY VCT and Albion Venture Capital Trust) will no longer be valid as these will be replaced with new certificates in the Acquirer VCTs. Please ensure that you retain any Income Tax Certificates as these will remain valid.

Keep all valid share certificates safe as these documents are important. Significant administration and other fees are likely to be charged for replacement share and tax certificates. 

The VCT’s current policy is to pay dividends twice yearly and target around 5% p.a. of NAV. Shareholders who are currently invested in all six Albion VCTs will receive a larger dividend every two months rather than a smaller dividend at the end of each month. The dividend payment dates will be as follows:

Dividend and dividend reinvestment scheme (DRIS) mandates in relation to the Target VCTs will be transferred to the Acquiring VCT in respect of the Consideration Shares. A shareholder who wishes to change this must advise the Registrar (Computershare) prior to the next dividend record date.

Providing a Target VCT shareholder is also an Acquirer VCT Shareholder, and the VCT shareholder’s name and address are the same, shares will be added to their existing shareholder account in the Acquirer VCT (unless communication preferences, dividend payment or DRIS mandate provided for the Target VCT shareholding account differ).

As part of the mergers process, each Target VCT will be placed into members’ voluntary (solvent) liquidation pursuant to a scheme of reconstruction.

All the assets and liabilities of the Target VCT will be transferred to the relevant Acquirer VCT in consideration for the issue of Consideration Shares in that Acquirer VCT (which will be issued to the Target VCT shareholders).

In the case of the Albion Venture Capital Trust / Albion Crown VCT merger, it is proposed that Albion Venture Capital Trust shareholders will be issued a new class of shares in Albion Crown which will be a C-Share class. This new share class is then expected to convert into the Albion Crown Ordinary share class in November 2026, based on 30 June 2026 NAVs.

Given that Albion Crown has greater exposure to more mature technology investments within its portfolio, the different share class will allow the maturity profile of both Target and Acquirer portfolios to become more aligned before the conversion is effected.

If you sell VCT shares and reinvest in new shares of the same VCT (which includes a surviving merged VCT) within six months, income tax relief can be restricted.

For example, if a shareholder sold shares in a Target VCT, and then subscribed for new shares in its Acquiring VCT, within a six-month period, income tax relief would be restricted.

Shares in the Acquirer VCT that are received by a Target VCT shareholder through a dividend reinvestment scheme are not caught by this restriction.

Further details are available in the Circular.

We do not give tax guidance. If you require tax advice please consult your professional adviser.

For VCT investments that have been acquired within an investor’s annual £200,000 limit, if the original shares in the Target VCT were qualifying, the shares in the Acquiring VCT will be treated as though they were the original shares acquired at the same time and cost, and the tax relief continues.