Pre-Annual General Meeting Information • Oct 10, 2024
Pre-Annual General Meeting Information
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If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant, bank manager or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended ("FSMA") if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you have sold, transferred or otherwise disposed of all your Ordinary Shares in Hargreave Hale AIM VCT plc (the "Company"), please send this document, together with the accompanying form of proxy, as soon as possible, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale, transfer or disposal was effected, for onward transmission to the purchaser or transferee, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations. If you have sold, transferred or otherwise disposed of only part of your holding of Ordinary Shares in the Company, you should retain this document and the accompanying form of proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.
(Incorporated in England and Wales under the Companies Act 1985 with registered number 05206425)
and
Notice of a general meeting of the Company to be held on 12 November 2024 at 09.30 a.m. (the "General Meeting") at the offices of Canaccord Genuity Asset Management Limited, 88 Wood Street, London EC2V 7QR, is set out at the end of this document. Capitalised terms used in this document shall have the same meaning ascribed to them in the prospectus published by the Company on 9 October 2024 (the "Prospectus") unless the context requires otherwise.
To be valid, the form of proxy accompanying this document must be completed and returned, in accordance with the instructions printed thereon, so as to be received by the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (the "Registrar") as soon as possible, but in any event not later than 09.30 a.m. on 8 November 2024 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned General Meeting).
If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST proxy instruction to the Company's Registrar (CREST participant ID: RA19). Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 09.30 a.m. on 8 November 2024 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned General Meeting).
If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 09.30 a.m. on 8 November 2024 to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.
The completion and return of a form of proxy will not preclude you from attending, speaking and voting in person at the General Meeting, or any adjournment thereof, if you wish to do so and are so entitled.
| EXPECTED TIMETABLE | 3 |
|---|---|
| DETAILS OF THE OFFER | 4 |
| LETTER FROM THE CHAIR | 5 |
| NOTICE OF GENERAL MEETING | 8 |
| Offer opens | 9 October 2024 |
|---|---|
| Latest time and date by which forms of proxy must be returned | 09.30 a.m. on 8 November 2024 |
| General Meeting | 09.30 a.m. on 12 November 2024 |
| First allotment under the Offer | On or around 13 November 2024 |
| Subsequent allotments | Monthly (or at such other times as the Board, in its sole discretion, may determine) |
| Closing date for the 2023/2024 tax year | 5.00 p.m. on 21 March 2025 |
| Closing date for the 2024/2025 tax year and Offer closes | 12.00 p.m. on 12 August 2025 (unless the Offer is fully subscribed or otherwise closes earlier at the Board's sole discretion) |
| Admission and Dealings in new Ordinary Shares commence | within 5 Business Days after the relevant allotment |
| CREST accounts credited | within 10 Business Days after the relevant allotment |
| Definitive share certificates and income tax relief certificates despatched |
within 15 Business Days after the relevant allotment |
_________
1. The Board may close the Offer earlier than the date stated above if it is fully subscribed by an earlier date. The Board further reserves the right to accept Application Forms and to allot and arrange for the listing of Offer Shares in respect of Application Forms received on or prior to the closing date of the Offer as the Board sees fit, which may not be on the dates stated above.
2. The allotment of Offer Shares by the Company is at the discretion of the Board and is expected to be made monthly, although there may be fewer or additional allotments (at the Board's discretion).
3. The times and dates set out in the expected timetable above and mentioned throughout this document may be adjusted by the Company, in which event details of the new times and/or dates will be notified, as required, to the FCA and the London Stock Exchange and, where appropriate, to Shareholders and an announcement will be made through a Regulatory Information Service.
4. All references to times in this document are to London time, unless otherwise stated.
| Total Offer size | Up to £20 million |
|---|---|
| Offer Price | The last published NAV per Share prior to the date of the relevant allotment (adjusted as necessary for dividends declared but not yet paid if the allotment occurs whilst the existing Ordinary Shares are classified as ex-dividend) plus a premium of 3.5 per cent. to such last published NAV per Share |
| Minimum subscription per Investor | £5,000 (in aggregate if an application is for both tax years) |
Under the Offer, new Ordinary Shares (the "Offer Shares") will be issued at a 3.5 per cent. premium to the last published NAV per Ordinary Share to offset the costs of the Offer. The price of the Offer Shares will be calculated in pence to two decimal places by reference to the following Pricing Formula:
| Price of Offer Shares | Last published NAV per Ordinary Share |
|---|---|
| 0.965 |
The NAV per Ordinary Share will be the last published by the Company prior to the date of allotment, adjusted as necessary for dividends declared but not yet paid if the allotment occurs whilst the Ordinary Shares are classified as ex-dividend.
Commission is available to Financial Intermediaries: (i) acting on behalf of "execution only", nonadvised UK retail clients; and (ii) following the provision of restricted advice to an applicant that is a Professional Client (as defined in COBS 3.5) of the Financial Intermediary, on the following basis:
All commissions to be paid to Financial Intermediaries will be paid by Canaccord Genuity Asset Management Limited.
The introductory commission may be rebated by Financial Intermediaries and reinvested by them on behalf of their clients through additional Offer Shares (the rebate in each case may be in whole or in part in 25 per cent. increments).
The Company is not permitted to pay commission to Financial Intermediaries where advice has been given to UK retail investors in relation to their Subscription under the Offer. Investors will be separately liable for any Adviser Charges that they have agreed with their Financial Intermediary and the Company shall have no responsibility to any Investor or Financial Intermediary in respect of any such Adviser Charges. However, the Company can facilitate the payment of Adviser Charges on behalf of such an Investor in relation to their Subscription under the Offer. Any facilitation of the payment of such Adviser Charges by the Company shall be subject to the Terms and Conditions of the Adviser Charges Agreement available at www.hargreaveaimvcts.co.uk. To the extent that an Investor wishes the Company to facilitate the payment of any Adviser Charges, such Investor should complete the relevant sections of the Application Form. Any applicable tax relief for Investors will only be available on the actual Subscription amount which is applied to subscribe for Offer Shares on behalf of such Investor and will not be available in respect of any Adviser Charges that are paid by or on behalf of an Investor.
LETTER FROM THE CHAIR
(Incorporated in England and Wales under the Companies Act 1985 with registered number 05206425)
David Brock (Chair) Oliver Bedford Angela Henderson Megan McCracken Busola Sodeinde Justin Ward
Registered Office Talisman House Boardmans Way Blackpool FY4 5FY
9 October 2024
Dear Shareholder
The purpose of this document is to provide Shareholders with further information in relation to the recommended proposals set out below (the "Proposals") and to convene a General Meeting at which Shareholders' approval of the Proposals will be sought. The General Meeting will be held at 09.30 a.m. on 12 November 2024 at the offices of Canaccord Genuity Asset Management Limited, 88 Wood Street, London EC2V 7QR. The Proposals are as follows:
Further details of the Proposals are set out below.
Following the success of the Company's last offer for subscription, which closed on 22 March 2024 and under which the Company raised £20.3 million, the Board is pleased to launch the Offer for the 2024/25 and 2025/26 tax years. Subscriptions under the Offer will provide the Company with additional capital to invest in accordance with its investment policy. At the same time, the Offer will allow new and existing investors to gain or add to their exposure to public companies traded on AIM and to private companies through an investment company listed on the premium segment of the London Stock Exchange's main market for listed securities, whilst benefitting from a tax efficient structure.
The Company published a Prospectus in relation to the Offer on 9 October 2024. The Offer will remain open until 5.00 p.m. on 21 March 2025 for Investors seeking tax relief in the 2024/25 tax year, and 12.00 p.m. on 12 August 2025 for Investors seeking tax relief in the 2025/26 tax year, unless the Offer is fully subscribed at an earlier date.
To enable the Offer to proceed, Shareholder approval is required to grant the Directors authority to allot Offer Shares under the Offer and to disapply Shareholders' pre-emption rights in relation to such allotments.
Although the Company is an 'evergreen' VCT, the Company's current articles of association (the "Articles") provide that at the annual general meeting of the Company to be held in 2030 a vote on the continuation of the Company for a further five years will be put to Shareholders. Under the Articles, if the continuation of the Company is not approved, the Directors must put forward proposals for the liquidation, reorganisation or reconstruction of the Company as soon as possible, but, in any event, no later than nine months following the date of the annual general meeting at which the continuation vote was proposed and failed.
At the General Meeting, Shareholders will be asked to approve a special resolution adopting the Amended Articles which provide that the next continuation vote of the Company will be held in 2031 (rather than 2030).
The holding of the next continuation vote of the Company in 2031 seeks to protect the VCT tax relief for Investors participating in the Offer (which would be at risk if the continuation vote was proposed in 2030 and was not passed).
A copy of the current Articles and the Amended Articles will be available for inspection during normal business hours (Saturdays, Sundays and public holidays excepted) and for at least 15 minutes before and during the General Meeting at the offices of Canaccord Genuity Asset Management Limited, 88 Wood Street, London EC2V 7QR, being the place of the General Meeting. The proposed new Articles will also be available for inspection on the Company's website and at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, from the date of this document.
Notice of the General Meeting to be held at 12 November 2024 at 09.30 a.m. at the offices of Canaccord Genuity Asset Management Limited, 88 Wood Street, London EC2V 7QR is set out at the end of this document. An explanation of the resolutions to be proposed at the General Meeting (as set out in the Notice, the "Resolutions") is set out below.
Resolution 1, which will be proposed as an ordinary resolution, will, if passed, authorise the Directors to allot Ordinary Shares in connection with the Offer up to an aggregate nominal value of £618,812 (representing approximately 17 per cent, of the issued Ordinary Share capital of the Company as at 4 October 2024, being the latest practicable date prior to the publication of this document) pursuant to section 551 of the Act. The authority conferred by resolution 1 will expire on 10 October 2025 unless renewed, varied or revoked by the Company in general meeting and will be in addition to existing authorities under section 551 of the Act.
Resolution 2, which will be proposed as a special resolution, will, if passed, disapply statutory preemption rights in respect of the allotment of Ordinary Shares under the Offer up to an aggregate nominal value of £618,812 (representing approximately 17 per cent of the issued Ordinary Share capital of the Company as at 4 October 2024, being the latest practicable date prior to the publication of this document). The authority conferred by resolution 2 will expire on 10 October 2025 unless renewed, varied or revoked by the Company in general meeting and will be in addition to existing authorities under sections 570 and 573 of the Act.
Resolution 3, which will be proposed as a special resolution, will, if passed, approve the adoption of the Amended Articles which will extend the date of the Company's next continuation vote to the annual general meeting of the Company to be held in 2031.
Shareholder engagement is given a high priority by the Board. The Company provides a significant amount of information, including recorded content, about its activities and performance through its website (www.hargreaveaimvcts.co.uk). The website also allows Shareholders to request by email, updates on Shareholder events, the performance of the fund (interim management statements, fact sheets and video updates) and information on the Company's fundraising activities.
In addition to this, the Board want to provide Shareholders with regular opportunities to meet directly with the Directors and the CGAM VCT management team. As a result, the Company held five in-person events (including the Annual General Meeting) and a webinar in the 12 months to 30 September 2024. In the new financial year, we expect to hold 3 in-person events (including the Annual General Meeting) and two webinars. The next event scheduled is the annual shareholder event to be held at Everyman Cinema Broadgate, London on Thursday 28 November 2024. Further information on future events and recordings of previous updates can be found on the Company's website.
Whilst the Board strongly encourage Shareholders to make use of everything the website has to offer, the Directors recognise that it is not for everyone. Should you prefer, you can of course continue to communicate with the Chair, any other member of the Board or the Investment Manager by writing to the Company, for the attention of the Company Secretary at the Company's registered office address or by email to [email protected].
The Board is continuously looking for ways to make the Company's processes more efficient, minimise costs for Shareholders and reduce its environmental footprint associated with the production of the annual reports, circulars and prospectuses. Therefore, the Board respectfully asks Shareholders, who have not already done so, to opt into electronic communications from the Company in order to help reduce costs and paper usage.
If you are interested in making the transition, please email aimvct@canaccord.com to arrange for the form of election to be sent to you by Equiniti Limited, the Registrar.
Shareholders will find enclosed a form of proxy for use in connection with the General Meeting. Shareholders are requested to complete, sign and return the form of proxy as soon as possible, in accordance with the instructions printed thereon.
To be valid, the enclosed form of proxy must be lodged with the Registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and, in any event, so as to arrive by not later than 09.30 a.m. on 8 November 2024 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned General Meeting).
If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST proxy instruction to the Registrar (CREST participant ID: RA19). Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 09.30 a.m. on 8 November 2024 (or, in the case of an adjournment of the General Meeting, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned General Meeting).
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 09.30 a.m. on 8 November 2024 in order to be considered valid.
The Directors consider the passing of each of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of each of the Resolutions.
The Directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings of Ordinary Shares (amounting to 689,223 Ordinary Shares, representing approximately 0.2 per cent, of the issued share capital of the Company as at 4 October 2024, being the latest practicable date prior to the publication of this document).
Yours faithfully
David M Brock Chair
(Incorporated in England and Wales under the Companies Act 1985 with registered number 05206425)
NOTICE IS HEREBY GIVEN that a general meeting of Hargreave Hale AIM VCT plc (the "Company") will be held at 09.30 a.m. on 12 November 2024 at the offices of Canaccord Genuity Asset Management Limited, 88 Wood Street, London EC2V 7QR, to consider and, if thought fit, pass the following resolutions, with resolution 1 being proposed as an ordinary resolution and resolutions 2 and 3 being proposed as special resolutions:
JTC UK Limited Company Secretary Registered office Talisman House Boardmans Way Blackpool FY4 5FY
9 October 2024
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