Ibis Media Vct 1 Plc

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the actions you should take, please seek advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in the Company you should pass this document with the accompanying Proxy Form to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. IBIS MEDIA VCT 1 PLC Incorporated and registered in England and Wales under the Companies Act 1985, No. 05660269 (the “Company”) Notice of General Meeting and Recommended Proposals relating to the Voluntary Winding-up of the Company Your attention is drawn to the letter from the Chairman of the Company set out in Part 2 of this document which contains a recommendation to vote in favour of the resolutions to be proposed at the General Meeting referred to below. Notice of the General Meeting of IBIS Media VCT 1 plc, to be held at 5pm on 18 January 2017, at the offices of IBIS Capital, 22 Soho Square, London W1D 4NS, are set out at the end of this document. You will find enclosed a Proxy Form for use in connection with the General Meeting. Whether or not you intend to attend the General Meeting, please complete and submit the Proxy Form in accordance with the instructions printed on the enclosed form. To be valid, the Proxy Form (and any other documents) must be completed and returned in accordance with the instructions on the enclosed form so as to be received at the offices of the Registrar of the Company, being Share Registrars of The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, such Proxy Form (and any other documents) to be received by the deadline stated in the timetable of page 1 of the Circular. CONTENTS PART 1: EXPECTED TIMETABLE 1 PART 2: LETTER FROM THE CHAIRMAN OF IBIS MEDIA VCT 1 PLC 2 PART 3: ADDITIONAL INFORMATION 7 PART 4: DEFINITIONS 9 PART 5: LIQUIDATORS’ CHARGING POLICY 11 PART 6: NOTICE OF GENERAL MEETING 13 PROXY FORM 16 Part 1: Expected Timetable Notice of General Meeting of IBIS Media VCT 1 plc 14 December 2016 Deadline for receipt of Proxy Forms for the General Meeting 5pm on 16 January 2017 Suspension of the listing of the shares on the Official List 7.30am on 18 January 2017 General Meeting 5pm on 18 January 2017 Expected date of cancellation of the listing of the shares on the 8am on 19 January 2017 Official List 2 Part 2: Letter from the Chairman of IBIS Media VCT 1 plc Registered office: 22 Soho Square London, W1D 4NS 14 December 2016 Dear Shareholder, Introduction With the Company no longer seeking to make new investments but instead focusing on exiting the remaining portfolio, the Board has given consideration to minimising Company costs in the intervening period so as to maximise the eventual returns to Shareholders. The Board has therefore concluded that it will convene the General Meeting to put the Company into solvent, voluntary winding-up which should enable the Company to maintain its status as a Venture Capital Trust without the associated costs of being a listed company, thus allowing cost-savings to be passed on to Shareholders. A winding-up would also provide for an orderly realisation of the Company’s assets over a three year period by the Liquidators so as to maximise the potential returns to Shareholders through tax-free dividends linked to the proceeds of realisations from the remaining portfolio companies. This Circular explains the proposals for the winding-up of the Company, and the actions which are required for their implementation, and convenes a Shareholders’ meeting of the Company to approve the winding-up. The Resolutions, as set out in the Notice of the General Meeting, will be put to the General Meeting convened for IBIS Media VCT 1 plc at 5pm on 18 January 2017. If the Proposals are approved, this should result in the following: an orderly realisation of the Company’s remaining investments in order to try to maximise returns to Shareholders; the payment of tax-free capital distributions to Qualifying Shareholders (representing a return of capital on their Shares) following realisations of the remaining investments and after payment of the creditors of the Company; the expectation of the continuation of VCT status of the Company in accordance with VCT Rules, for three years following the date of the passing of the resolutions for the winding-up, so that the payment of any return of capital resulting from the liquidation during that three year period will continue to be tax-free in the hands of Qualifying Shareholders; the cancellation of the listing of the Shares on the Official List (as is more fully explained below), so that the Shares will no longer be traded on a public market and the costs of such public listing will cease to apply; the appointment of Liquidators by the Company, who will assume all decision taking responsibilities for the Company; ongoing support of the Investment Adviser, IBIS Private Equity Partners LLP, without the Company incurring any further annual advisory fees over the maximum three year period; and reduced annual running costs for the Company for the duration of the winding-up as a result of the listing of the Shares on the Official List being cancelled, the removal of the requirement 3 for an annual audit, the Investment Adviser’s annual advisory fee ceasing to apply and the resignation of the Directors of the Company. The Company estimates that a solvent winding-up will allow for approximately £280,000 in cost-savings to be passed on to Shareholders over a maximum three year period, of which approximately £170,000 is attributable to the estimated annual advisory fees voluntarily foregone by the Investment Adviser. Unaudited Net Asset Value as at 31 July 2016 The majority of the Company’s Shareholders initially subscribed for Shares in the 2005/06 tax year and Qualifying Shareholders will have received 40% income tax relief on their initial investment cost. Shareholders were subsequently invited to participate in the Share Realisation and Reinvestment Programme, offering participating Qualifying Shareholders a further 30% income tax relief on their reinvestment cost. The Company has paid 9.0p per Share in tax-free dividends to date. The Company’s unaudited NAV as at 31 July 2016 2016 was 33.21p per Share. Shareholders should note that the NAV has not been audited and the final realisation of the remaining investments may be different from that value. Shareholders should be aware that if the Proposals are NOT approved, the Board of the Company will consider its future strategy and the alternatives available to it. However, at present the Board believes the only alternative would be the continued realisation of investments and making of distributions to Shareholders similar to the Proposals but in a less efficient manner because the Company would continue to be subject to the costs and expenses of being Listed. Current Investments As detailed in the Half-Yearly Report for the period ended 31 July 2016 that is enclosed with this Circular, the Company’s portfolio of private equity investments now comprises three investee companies, namely Steel River Media (the holding company for Contagious), Ginx TV and Freshwater (excluding Masher Technologies and Riva Digital Media, which are held at nil value). Contagious – during the six month period ended 31 July 2016, Contagious received two written offers for the company. Conversations remain ongoing with an AIM-listed marketing services group in relation to a possible commercial relationship and a desire on their part to invest in the company. More recently, a new CEO has been appointed who is well-placed to drive sales growth in the UK and international markets in which the company operates. Ginx TV – in June 2016, Ginx publicly announced the launch of a re-branded channel on Sky, “Ginx eSports TV”, catering to the fast-growing competitive video gaming market. In September, Sky plc and ITV plc made a strategic investment of £3.1m equally between them in a transaction that provides a mechanism and timeframe for a potential shareholder exit for the Company. Freshwater – in April 2016, Freshwater reported strong interim results for the 6 months ended February 2016 and out-performance against management’s expectations. The company increased its interim dividend in May 2016, with IBIS receiving £16,555. Freshwater’s board is also evaluating opportunities to realise shareholder value, including a potential trade sale or management buy-out. The Winding-up of the Company, the Appointment of Liquidators and the Cancellation of the Listing of the Shares of the Company on the Official List The Company has been structured and managed so as to seek to maximise the distributions to its shareholders during the course of its life. The Board has concluded that the most efficient method of returning the proceeds of any future realisations of the remaining portfolio is to place the Company into members’ voluntary winding-up and (after payment of its liabilities and after deducting the costs of 4 implementation) distributing the surplus assets amongst shareholders as capital distributions in accordance with the provisions of its Articles as and when they are realised at the company level. If the Resolutions are passed at the General Meeting of the Company, this will result in the cancellation of the listing of the Shares of the Company on the Official List.

Load more