THAMES VENTURES VCT 2 PLC
LEI: 21380035MV1VRYEXPR95
GENERAL MEETING AND MERGER RESULTS
15 NOVEMBER 2024
Introduction
On 11 October 2024, the board of Thames Ventures VCT 2 plc ("the Company”) ("the Board”) issued a Circular setting out proposals for, amongst other things, the merger of the Company with Foresight Ventures VCT plc (formerly Thames Ventures VCT 1 plc with the name change becoming effective today) ("TV1") carried out by way of a scheme of reconstruction and winding up under section 110 of the Insolvency Act 1986 (the "Merger”). The Circular included notices for general meetings of the Company to be convened on 8 November 2024 and 15 November 2024 ("General Meetings” and each a "General Meeting”).
General Meetings
On 8 November 2024, the Company announced that all the resolutions proposed at the General Meeting held on that day were duly passed.
The Board is pleased to announce that at the General Meeting of the Company held on 15 November 2024, all the resolutions were passed on a show of hands. The voting was as follows:
| Resolution | Votes For
(including discretion) | % | Votes Against | % | Votes Withheld |
| Resolution 1 - That the Company be wound up voluntarily under the provisions of the Insolvency Act 1986 and David Rubin and Stephen Katz of Begbies Traynor (London) LLP be and they hereby are appointed liquidators. | 4,452,483 | 96 | 173,191 | 4 | 6,912 |
The Company is pleased to confirm that all conditions to the Merger were satisfied and the Merger has been implemented.
Accordingly, the Company has been placed into members' voluntary liquidation and new ordinary shares of 1p each in the capital of TV1 (the "Consideration Shares”) have been issued, subject only to Admission, in consideration for the transfer of the assets and liabilities of the Company to TV1 based on the relative NAVs of the Company and TV1 as at 15 November 2024 which were announced earlier today. The total number of Consideration Shares issued to the Company's shareholders, pursuant to the Merger, was 86,637,164, at the issue price of 42.629237024071200p per share on the ratios outlined below:
| Share Class of the Company | Number of Consideration Shares to be issued | Merger ratio |
| Ventures Shares | 52,389,091 | 0.984075562836560 |
| Healthcare Shares | 20,464,086 | 0.868781993057500 |
| AIM Shares | 6,592,726 | 2.445551844849200 |
| DP67 Shares | 7,191,261 | 0.642528021460783 |
Following this allotment but prior to the Redesignation (described below), the issued share capital of TV1 was 257,154,457 ordinary shares and the total number of shares with voting rights in TV1 is 257,154,457. TV1 does not hold any shares in treasury.
Notwithstanding that this will only be for a short period due to the Redesignation described below, the above figure (257,154,457) can be used by TV1 shareholders as the denominator for the calculations by which to determine if they are required to notify their interest in, or a change to, their interest in TV1 under the FCA's Disclosure and Transparency Rules.
The suspension of the listing of the Company's shares took place at 9.00 a.m. today (15 November 2024) and the cancellation of the Company's shares will take place from the commencement of trading on 6 December 2024.
Pursuant to the Merger, Andrew Mackintosh has today been appointed as a director of TV1 noting that Chris Allner was an existing director of TV1. The Company and Manager would like to express their thanks to Sir Aubrey Brocklebank and Steven Clarke for the contribution to the Company over the years.
The unaudited NAV per TV1 share as at 15 November 2024 following the Merger is 42.6p (this being the Merger Value of a TV1 ordinary share).
Share Redesignation
Following the allotment of the Consideration Shares mentioned above, TV1 will redesignate 147,531,473 of its issued ordinary shares as deferred shares, which will be immediately repurchased and cancelled, on the basis described in the Circular, in order to re-base the NAV per share of each of TV1's ordinary shares to £1.00 (the "Redesignation").
The ratio applied in the Redesignation is 0.426292374158617 remaining ordinary shares for every share held prior to the Redesignation and the remaining ordinary shares in the capital of TV1 will be subject to a new ISIN number GB00BRBQ0C76. It is expected that admission of the revised TV1 ordinary shares post-Redesignation will become effective and that trading will commence on 19 November 2024. CREST accounts are expected to be updated to reflect the Redesignation on 19 November 2024
Following the Redesignation, the issued share capital of TV1 will be 109,622,984 ordinary shares and the total number of shares with voting rights in TV1 is 109,622,984. TV1 does not hold any shares in treasury.
The above figure (109,622,984) can subsequently be used by TV1 shareholders as the denominator for the calculations by which to determine if they are required to notify their interest in, or a change to, their interest in TV1 under the FCA's Disclosure and Transparency Rules.
The unaudited NAV per TV1 ordinary share as following the Redesignation will be 100p.
END
For further information, please contact:
Company Secretary
Foresight Group LLP
Contact: Stephen Thayer Tel: 0203 667 8100
Investor Relations
Foresight Group LLP
Contact: Andrew James Tel: 0203 667 8181
