Company share class decision

Ventus VCT plc

Company share class decision

The Board of Ventus VCT plc (the "Company") announces that it does not intend to proceed with the merger of the Ordinary and C share classes of the Company.

The principal benefit of a merger was considered to be the creation of a larger pool of shares leading to improved liquidity in the market and a reduction in the discounts to net asset value at which the shares were trading. In recent months, the discounts have narrowed significantly and the benefits of a merger would be much reduced.

The legal, professional and administration costs of a merger would however be unchanged and substantial. The Directors now consider that from a shareholder cost-benefit point of view the case for a merger is much less compelling.

The Directors also have a duty to ensure that a share class conversion would not disadvantage one group of shareholders over another, both at the time of the merger and in the future. Given the lack of homogeneity between the portfolios behind the Ordinary and C classes of shares it will always be difficult to determine a fair conversion ratio. The Directors have found it impossible to be certain that, after a merger, divergent paths for the underlying asset values would not emerge with the result that unintended transfers of value would occur.

Taking all these factors into account the Directors have decided at present to retain the existing share structure. However, the possibility of a merger of the share classes in the future, including eventually the D shares, will be reviewed by the Directors on a regular basis.