Oxford Technology 3 VCT PLC
Results of General Meeting and Merger Update
30 June 2022
The Board of Oxford Technology 3 VCT plc ("the Company or “OT3") is pleased to announce the resolution to approve the Company being placed in liquidation, appoint the liquidators and cancel the listing of the Company's shares, was duly passed on a show of hands and with 97.4% of proxy votes received being in favour (or at the chairman's discretion). Full details are shown below.
The general meeting of the Company held today was in connection with the merger of the Company with Oxford Technology 2 VCT plc ("OT2") by way of a scheme of reconstruction of the Company pursuant to Section 110 of the Insolvency Act 1986, whereby the Company will now be placed into members' voluntary liquidation and all of its assets and liabilities will be transferred by the appointed liquidators to OT2. Full details were contained in the Company's circular to shareholders ("Circular") dated 18 May 2022.
A copy of the resolution passed at the above meeting will shortly be available for inspection on both the Company's website (www.oxfordtechnologyvct.com), as well as at the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
Accordingly, by way of implementation of the Scheme, the Company has been placed into members' voluntary liquidation and the assets and liabilities of the Company transferred to OT2 in consideration for the issue of new ordinary shares of 1p each in the new OT3 Share pool of OT2 ("OT3 Consideration Shares"). The total number of OT3 Consideration Shares issued to the Company's shareholders was 6,254,596.
Application will shortly be made for all the OT3 Consideration Shares issued to be admitted to the Official List and to trading on the main market of the London Stock Exchange. It is expected that admission of these Consideration Shares will become effective and that trading will commence on 1 July 2022. CREST accounts are also expected to be credited on 1 July 2022. Where OT3 shareholders held their shares in OT3 in certificated form, those certificates will cease to be of value and such shareholders will be issued with an identical number of OT3 Consideration Shares. Certificates for these Consideration Shares are expected to be dispatched by 15 July.
As part of the Scheme, the suspension of the listing of the Company's own shares took place at 7.30 a.m. today (30 June 2022) and the cancellation of these shares will take place with effect from 8.00 am on 8 July 2022 (being slightly earlier than originally anticipated in the Circular).
Full details of the voting were as follows:
Proxy votes were received in respect of 2,454,303 Ordinary Shares, representing 39.2% of the issued share capital as at 28 June 2022.
The following table shows the proxy votes cast for the resolution:
%age of Issued share capital
1 To approve the Company being wound up voluntarily, the appointment of Dow Schofield Watts Business Recovery LLP as Liquidators, the Liquidators being remunerated and cancellation
The full text of the resolution passed at the Second General Meeting can be found in the OT3 Circular which is available on the Company's website at https://www.oxfordtechnologyvct.com/.
1. A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned.
2. Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.
3. The number of shares in issue (and total voting rights) at close of business on 28 June 2022 was 6,254,596 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company are 6,254,596.
This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English Law by virtue of the European (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, this information is now considered to be in the public domain.
Enquiries: Lucius Cary Oxford Technology Management 01865 784466