Prospectus • Jan 8, 2021
Prospectus
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This document comprises a supplementary prospectus relating to Hargreave Hale AIM VCT plc (the "Company"). This document has been approved by the Financial Conduct Authority (the "FCA"), as competent authority under Regulation (EU) 2017/1129 and any regulatory or implementing technical standards and other delegated or implementing acts adopted under that Regulation, in each case to the extent that they form part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as may be amended from time to time, including, without limitation, by virtue of the European Union (Withdrawal Agreement) Act 2020) (the "UK Prospectus Regulation"). The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer that is the subject of this prospectus, nor should it be considered as an endorsement of the quality of the securities that are the subject of this prospectus. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares. This document will be made available to the public in accordance with the UK Prospectus Regulation by being made available at www.hargreaveaimvcts.co.uk.
This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 2 September 2020 relating to the issue of new Ordinary Shares (the "Prospectus"). Except as expressly stated herein, or unless the context otherwise requires, the definitions used or referred to in the Prospectus also apply in this Supplementary Prospectus.
The Directors and the Company each accept responsibility for the information contained in this Supplementary Prospectus and the Prospectus. The Directors and the Company believe that the information contained in this Supplementary Prospectus and the Prospectus is, to the best of the knowledge of the Directors and the Company, in accordance with the facts and this Supplementary Prospectus and the Prospectus do not omit anything likely to affect the import of such information.
(Incorporated in England and Wales under the Companies Act 2006 with registered number 05206425)
The distribution of this Supplementary Prospectus and the Prospectus in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. Accordingly, no person receiving a copy of this Supplementary Prospectus and the Prospectus in any territory other than the UK may treat the same as constituting an offer or invitation to him to subscribe for or purchase Offer Shares unless, in such territory, such offer or invitation could lawfully be made.
The offer and sale of the Offer Shares is not being made, directly or indirectly, in or into, or by the use of the mails, or by any means or instrumentality (including, without limitation, facsimile
transmission, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction. Accordingly, copies of this document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from, or to any resident of, the United States, Canada, Australia, Japan, the Republic of South Africa or any other Restricted Jurisdiction and persons receiving this document (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions. The Offer Shares have not been, and will not be, registered under the US Securities Act or under any of the relevant securities laws of, or with any securities regulatory authority of, any state of the United States or of Canada, Australia, Japan or the Republic of South Africa. Accordingly, unless an exemption under such act or laws is applicable, the Offer Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or to, or for the account or benefit of, any resident of the United States, Canada, Australia, Japan or the Republic of South Africa. The Company has not been and will not be registered under the US Investment Company Act and recipients of this document and investors will not be entitled to the benefits of that Act.
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the sponsor to the Company. Dickson Minto W.S. is not acting for any other person in connection with the Issues. Apart from the responsibilities and liabilities, if any, which may be imposed on Dickson Minto W.S. by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Dickson Minto W.S. will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dickson Minto W.S. and is not advising any other person in relation to any transaction contemplated in or by this Supplementary Prospectus and/or the Prospectus.
Potential investors should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser before investing in the Company. Potential investors should also consider the risk factors relating to the Company set out in the Prospectus.
This Supplementary Prospectus is being published in relation to the Offer. This Supplementary Prospectus is a regulatory requirement under the UK Prospectus Regulation following the publication of the Company's annual report and financial statements for the financial year ended 30 September 2020. This Supplementary Prospectus has been approved for publication by the FCA.
On 22 December 2020, the Company announced that it had published its audited annual report and financial statements for the year ended 30 September 2020 (the "Annual Report"). By virtue of this document, the relevant sections of the Annual Report are incorporated into, and form part of, the Prospectus. The non-incorporated parts of the Annual Report are either not relevant to investors or covered elsewhere in the Prospectus.
The Company's auditors, BDO LLP, 55 Baker Street, London W1U 7EU have made an unqualified report of the Annual Report under Chapter 3 of Part 16 of the Companies Act 2006.
As a result of the publication of the Annual Report, the summary document which forms part of the Prospectus is hereby supplemented as follows:
Selected audited financial information relating to the Company which summarises the financial condition of the Company for the financial year ended 30 September 2020 is set out in the following table.
| Year ended 30 September 2020 | |||||
|---|---|---|---|---|---|
| ------------------------------ | -- | -- | -- | -- | -- |
| Net asset value | |
|---|---|
| Number of Ordinary Shares in issue | 199,514,929 |
| Net assets (£'000) | 146,957 |
| Net asset value per Ordinary Share (p) | 73.66 |
| Ordinary Share price (p) | 66.00 |
| Income | |
| Total investment income before operating expenses (£'000) | 19,109 |
| Net return attributable to equity shareholders (£'000) |
15,933 |
| Performance fee (accrued/paid) (£'000) | N/A |
| Investment Manager's fee (accrued/paid) (£'000) | (2,294) |
| Any other material fees (accrued/paid) to service providers (£'000) | (882) |
| Combined return per Ordinary Share (p) |
7.81 |
| Dividend per Ordinary Share (p) | 5.00 |
| Ongoing charges | |
| As a percentage of average total Shareholders' funds | 2.35% |
| Portfolio summary | |
| Shareholders' funds (£'000) | 146,957 |
As a result of the publication of the Annual Report, the registration document which forms part of the Prospectus is hereby supplemented as follows:
Historical financial information relating to the Company on the matters referred to below is included in the Annual Report as set out in the table below and is expressly incorporated by reference into the Prospectus. The non-incorporated parts of the Annual Report are either not relevant to investors or covered elsewhere in the Prospectus.
| Annual report and accounts for the year ended 30 September 2020 | |
|---|---|
| Nature of Information | Page No. |
| Financial highlights | 3 |
| Independent auditor's report | 52-57 |
| Income statement | 58 |
| Balance sheet | 59 |
| Statement of changes in equity | 60 |
| Statement of cash flows | 62 |
| Notes to the financial statements | 63-76 |
The information in this paragraph is information regarding the Company which has been prepared by the Company and has been extracted directly from the historical financial information referred to in the paragraph above entitled "Historical financial information". Selected historical financial information relating to the Company which summarises the financial condition of the Company for the financial year ended 30 September 2020 is set out in the following table:
| Year ended 30 September 2020 | |
|---|---|
| Number of Ordinary Shares in issue | 199,514,929 |
| Net assets (£'000) | 146,957 |
| Net asset value per Ordinary Share (p) | 73.66 |
| Ordinary Share price (p) | 66.00 |
| Income | |
| Total investment income before operating expenses (£'000) | 19,109 |
| Net return attributable to equity shareholders (£'000) | 15,933 |
| Performance fee (accrued/paid) (£'000) | N/A |
| Investment Manager's fee (accrued/paid) (£'000) | (2,294) |
| Any other material fees (accrued/paid) to service providers (£'000) | (882) |
| Combined return per Ordinary Share (p) | 7.81 |
| Dividend per Ordinary Share (p) | 5.00 |
| Ongoing charges | |
| As a percentage of average total Shareholders' funds | 2.35% |
Shareholders' funds (£'000) 146,957
| Annual report and accounts for the year ended 30 September 2020 | |
|---|---|
| Nature of Information | Page No. |
| Chairman's statement | 4 |
| Investment manager's report | 23 |
| Investment portfolio summary | 26 |
As at the date of this Supplementary Prospectus, there has been no significant change in the financial or trading position of the Company since 30 September 2020 (being the date on which audited financial information was last published.
In accordance with the UK Prospectus Regulation, where a supplementary prospectus has been published and, prior to publication, a person has agreed to purchase or subscribe for securities to which the supplementary prospectus relates, that have not yet been delivered to the investor at the time of publication of the supplementary prospectus, they may withdraw their acceptance before the end of the period of two working days beginning with the first working day after the date on which the supplementary prospectus is published.
Investors who have submitted an application under the Offer and have not yet been issued Ordinary Shares have until 0.01 a.m. on 13 January 2021 to withdraw their applications for New Shares to be issued pursuant to the Offer. An application not withdrawn in its entirety by this time and in accordance with this process will remain valid and binding. Investors who wish to exercise this right should contact Canaccord Genuity Wealth Limited, Company Secretary Hargreave Hale AIM VCT plc, 01481 733908.
Copies of the Annual Report are available for inspection on the Company's website www.hargreaveaimvcts.co.uk.
This Supplementary Prospectus is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website www.hargreaveaimvcts.co.uk.
To the extent that there is any inconsistency between any statement in or incorporated by reference in this document and any other statement in or incorporated by reference in the Prospectus, the statements in or incorporated by reference in this document will prevail.
Save as disclosed in this Supplementary Prospectus, no other significant new factor, material
5
mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.
8 January 2021
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