Ortus VCT (formerly Guinness Flight Venture Capital Trust) was a generalist VCT which merged with Maven Income and Growth VCT 4 in April 2013, having previously merged with Gateway VCT in 2009. As is the norm with a s.110 merger, the company is now in members' voluntary liquidation.
When the board appointed the Maven team (at that time with Aberdeen Asset Managers) to manage Ortus, the company was facing serious issues. Approximately 75% of the portfolio was concentrated in four large assets, borrowings were significant and there were no funds for making new investments or paying dividends. The Maven team closely managed the assets to ensure that they were well positioned for disposal at best value; a number of them were sold and the proceeds deployed in the construction of a new, more diversified portfolio of income-producing private equity investments.
Merger with Maven Income and Growth VCT 4, April 2013
The material re-structuring of the portfolio having been achieved, the company was then able to find a merger partner in Maven Income and Growth VCT 4, which had a suitable performance and dividend record. In return for the assets and liabilities of Ortus VCT, the shareholders received 0.189778 Ordinary Shares and 0.109907 C Ordinary shares of Maven Income and Growth VCT 4. They also received a 2.0p dividend.
The Maven Income and Growth VCT 4 C share has its own portfolio of legacy Ortus assets while the newer portfolio has been merged with the Maven Income and Growth VCT 4 Ordinary share portfolio. The advantage of this approach is that it protects the original Maven Income and Growth VCT 4 shareholders from the remaining lack of diversification in the Ortus legacy portfolio while ensuring that the Ortus shareholders receive the benefit of any uplift in valuation in the legacy assets. The C shares can be converted to Ordinary shares at the end of two years or earlier if it is in the interests of the shareholders.
Merger with Gateway VCT, 2009
Ortus VCT, then known as Guinness Flight Venture Capital Trust, bought the assets and liabilities of Gateway VCT in a similar s.110 merger in 2009.