General Meetings July 2024
Recommended proposals relating to the merger of the Companies from four into two (Merger) and related matters (Proposals)
All shareholders are encouraged to vote on the resolutions to be proposed at the upcoming General Meetings.
The Boards announced on 28 February 2024 that they had entered into discussions regarding the possibility of merging the four Companies into two. The aims of the proposed Merger include: cost savings, administration efficiency and simplicity.
The Boards consider that the interests of shareholders as a whole would be better served by merging the Companies and are pleased to recommend to shareholders proposals for the Merger, alongside related matters, as set out in a Circular jointly issued by the Companies on 18 June 2024 (Circular).
If the Merger proceeds:
- MIG 2 will be merged into MIG;
- MIG 4 will be merged into I&G; and
(MIG and I&G being an Acquirer VCT and MIG 2 and MIG 4 being a Target VCT); - The Merger would be effected pursuant to schemes of reconstruction under s.110 of the Insolvency Act 1986 whereby each Target VCT is placed into member’s voluntary liquidation and its assets and liabilities will be transferred to the Acquirer VCT in consideration for new Acquirer VCT shares to be issued to the Target VCT’s shareholders on a relative net asset value basis (a merger solely on this basis being outside the provisions of The City Code on Takeovers and Mergers); and
- MIG (enlarged by the acquisition of MIG 2’s net assets) and I&G (enlarged by the acquisition of MIG 4’s net assets) will be the two remaining companies and MIG2 and MIG 4 shareholders will subsequently receive share certificates for their replacement shares in MIG and I&G respectively.
The Circular includes notices of General Meetings at which resolutions will be proposed in connection with the implementation of the proposals. The proposals include revised arrangements with Gresham House post the Merger, and a 2024/2025 offer for subscription by each Acquirer VCT (Acquirer VCTs’ Offers).
The Companies encourage all shareholders to vote on the resolutions to be proposed at the General Meetings in connection with the recommended Proposals.
Please note that the Merger will not proceed without the approval of these resolutions. Further, the merger of MIG and MIG 2 will not proceed without the merger of I&G and MIG 4, and vice versa.
If the Merger does not proceed, the Companies will continue as four separate companies with the existing arrangements with Gresham House remaining unchanged. In addition, the Acquirer VCTs’ Offers (which are conditional on, and will open following, the Merger being implemented) will be withdrawn.
The Circular and Prospectus can be viewed in the ‘Key downloads’ section on the right of this page.
Shareholders are encouraged to submit their proxy votes electronically to help reduce each Company’s carbon footprint. Shareholders may find online voting easier to complete using a laptop or desktop computer.
Proxy votes may be submitted via the button on the home page of the Company's website (link below) and following the instructions. You will need your City Investor Number (‘CIN’) and Access Code which shareholders will receive shortly.
Mobeus Income & Growth VCT plc
Mobeus Income & Growth 2 VCT plc
Mobeus Income & Growth 4 VCT plc
This document has been issued as a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000 and approved as such by Gresham House whose registered office is 5 New Street, London EC4A 3TW and is authorised and regulated by the Financial Conduct Authority (FCA number 682776).
This document is not a prospectus but an advertisement and the receipt of Consideration Shares by a Target VCT’s shareholders will be, and/or any subscription for Offer Shares in an Acquirer VCT should only be made, on the basis of the information contained in the Prospectus (and your attention is drawn to the risk factors set out in Part I of the Prospectus). This document does not, and is not intended to, form the basis of (nor may it be relied on in connection with) the issuance of, or any contract for the acquisition of, any shares in an Acquirer VCT. Information contained herein is qualified entirely by the information in the Prospectus. The approval of the Prospectus by the Financial Conduct Authority should not be understood as an endorsement of the shares of an Acquirer VCT. Investment in an Acquirer VCT should be considered a long-term investment. The value of shares in an Acquirer VCT, and the income derived from them, can go up and down and investors may not get back the money originally invested. In addition, there is no certainty that the market price of the shares in an Acquirer VCT will fully reflect their underlying net asset value nor that dividends will be paid. Past performance is not a guide to future performance and there is no guarantee that an Acquirer VCT’s objectives (including maintaining VCT status) will be achieved.