Prospectus • Dec 14, 2010
Prospectus
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If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the FSMA.
This document, comprising a prospectus dated 14 December 2010 prepared in accordance with the Prospectus Rules made under Part VI of the FSMA, has been approved for publication by the FSA under section 87 of FSMA and the Prospectus Rules. This document has been prepared for the purposes of complying with the prospectus directive, English law and the rules of the UK Listing Authority and the information disclosed may not be the same as that which would be disclosed if this document had been prepared in accordance with the laws of a jurisdiction outside England.
The Company and the Directors, whose names appear on page 56, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Persons receiving this document should note that, in connection with the Offer, Howard Kennedy is acting as sponsor for the Company and Unicorn Asset Management Limited ("Unicorn AM") is acting as promoter to the Offer (and in each case, for no-one else) and will not (subject to the responsibilities and liabilities imposed by FSMA or the requlatory regime established thereunder) be responsible to any other person for providing the protections afforded to customers of Howard Kennedy and Unicorn AM (respectively) for providing advice in connection with the Offer.
Martineau, which is requlated in the United Kingdom by the Solicitors Regulation Authority, is acting as legal adviser to the Company and no-one else and will not be responsible to any other person for providing advice in connection with any matters referred to herein.
The existing Shares issued by the Company are listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange's market for listed securities. Application has been made to the UK Listing Authority for all of the New Shares to be issued to be listed on the premium segment of the Official List and will be made to the London Stock Exchange for such New Shares to be admitted to trading on its main market for listed securities. It is expected that such admission will become effective and that trading in the New Shares will commence within three days of the allotment of such New Shares.
(Registered in England and Wales with registered number 04266437)
The attention of Shareholders of the Company who are resident in, or citizens of, territories outside the United Kingdom is drawn to the information under the heading "Overseas Shareholders" in paragraph 5 of Part VII of this document. In particular, the New Shares to be issued pursuant to the Scheme have not and will not be registered under the United States Securities Act 1933 or the United States Investment Company Act 1990.
Copies of this Prospectus (and any supplementary prospectus published by the Company) are available free of charge from the national storage mechanism (www.hemscott.com/nsm.do) and the promoter of the Offer:
Unicorn Asset Management Limited First Floor Office Preacher's Court The Charterhouse Charterhouse Square London EC1M 6AU telephone: 020 7253 0889 download: www.unicornam.com email: [email protected]
The procedure for, and the terms and conditions of, application under this Offer are set out at the end of this document together with an Application Form. Completed Application Forms must be posted or delivered by hand (during normal business hours) to the receiving agent, Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The Offer opens on 14 December 2010 and will close on 30 June 2011 (or as soon as the Offer is fully subscribed or otherwise at the Board's discretion). The Board in its absolute discretion may decide to extend or increase the Offer (subject to the issue of a supplementary prospectus).
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 6 TO 7.
| Summary | 3 | |
|---|---|---|
| Risk Factors | 6 | |
| Offer Timetable, Statistics & Costs | 8 | |
| Letter from the Chairman | 9 | |
| Part I | The Offer | $\mathbf{1}$ |
| Part II | The Board and the Manager | 14 |
| Part III | Investment Objective and Policy | 16 |
| Part IV | Management and Administration | 17 |
| Part V | Largest Investments | 19 |
| Part VI | Taxation | 21 |
| Part VII | Additional Information | 25 |
| Part VIII | Definitions | 49 |
| Part IX | Application for New Shares | 51 |
This summary should be read as an introduction to this Prospectus. Any decision to invest in the transferable securities of the Company should be based on consideration of the Prospectus as a whole by such investors. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who are responsible for this summary including any translation of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus.
The Company is a well established VCT which meets the qualification requirements set out by HM Revenue and Customs. Unlike a new VCT the Company already has an increased potential to deliver capital growth and a tax free dividend stream from a developed portfolio of existing investments.
The Company is the largest AIM based VCT in the market with net assets of more than £65 million prior to this Offer, with significant distributable reserves. The annual running costs of the Company are spread over this asset base, thus reducing the total expense ratio.
The Company proposes to raise up to £15 million (unless increased at the discretion of the Directors subject to the issue of a supplementary prospectus) pursuant to the Offer by offering New Shares for subscription. The Offer opens on 14 December 2010 and closes on 30 June 2011 (unless extended or fully subscribed before this date), and allows investors to subscribe for both the 2010/2011 and 2011/2012 tax years.
The Offer Price at which the New Shares will be allotted will be calculated on the basis of the Pricing Formula, being:
The Company publishes monthly NAVs and may publish NAVs more frequently for the purposes of the Offer. The Offer Price, as it will be based on the most recent published NAV, is, therefore, subject to change.
The reasons for the Offer are:
The Company raised a significant proportion of its funds prior to 5 April 2006. This new fundraising exercise should have the effect of maximising the Company's ability to invest monies previously raised in companies which qualify for VCT investment under the less restrictive rules which prevailed before 5 April 2006. The funds proposed to be raised through the Offer may be used to make new investments, but they can also be more efficiently allocated to pay certain costs, contribute to shareholder liquidity through share buy-backs and for the payment of dividends. This would leave a greater amount of the funds raised earlier to benefit from investing under the more attractive earlier investment rules.
The Company provides qualifying investors with access to the attractive tax benefits associated with an investment in a VCT. Qualifying investors will receive up to 30 per cent. income tax relief on amounts subscribed in each of the 2010/11 and 2011/12 tax years (subject to a maximum investment in VCTs of £200,000 in a tax year, an investor's tax liability being reduced to nil and provided the New Shares are held for at least five years). Distributions for Qualifying Investors will also be tax-free and capital gains exempt.
The Company's manager, Unicorn AM, specialises in managing portfolios of UK smaller quoted companies and has a proven and successful track record in this area of the market. The investment management team at Unicorn AM is well established, with the two leading fund
managers at Unicorn AM sharing more than 30 years experience in managing smaller company portfolios. The Manager's aim is to continue to deliver superior long term performance across the Company's portfolio by adhering to a disciplined investment process.
The Board comprises five non-executive directors, all of whom (save for Malcolm Diamond) are independent of the Manager. Peter Dicks (Chairman), Malcolm Diamond, James Grossman, Jeremy Hamer and Jocelin Harris. The Board has significant relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and investing in small companies.
The objective of the Company is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maximising the stream of dividend distributions to Shareholders from the income and capital gains generated by the portfolio.
The investment policy of the Company is to invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM, that displays a majority of the following characteristics: experienced and well-motivated management, products and services supplying growing markets, sound operational and financial controls and good cash generation to finance development allied with a progressive dividend policy.
The Board has a policy of maintaining a steady stream of dividend distributions to Shareholders and intends to continue with this policy. The Company is aiming to pay annual tax free dividends of 6p per Share.
Unicorn AM receives an annual management fee of 2.0 per cent. of the net asset value of the Company (together with any applicable VAT), save for investments made by the Company in other Unicorn AM managed funds, in which case no fee will be payable in respect of such investments.
Unicorn AM is also entitled to receive performance incentive fees of an amount equivalent to 20 per cent. of dividends made to Shareholders over and above the Target Return in any accounting period. The Target Return for these purposes will be 6p per Share (or, if the relevant accounting period is less than or greater than 12 months, an amount equal to a pro rata reduction or increase to 6p per Share for that accounting period). Any cumulative shortfalls below the 6p per annum dividend hurdle after the financial period ended on 30 September 2010 will have to be made up in later years. Such payment will continue to be subject to maintaining NAV at no less than 125p per Share.
The issued share capital of the Company as at the date of this document is 59,441,691 Shares. Up to a maximum of 17.5 million New Shares will be issued pursuant to the Offer.
As at 30 September 2010, the date on which the most recent audited financial information on the Company has been made up to, the Company had net assets of £62,279,000. The unaudited net assets of the Company as at 30 November 2010 (taken from the unaudited management accounts to 30 November 2010) was £65,933,388.
There has been no significant change in the financial or trading position of the Company since 30 September 2010, the date to which the last audited financial statements have been published, to the date of this document.
An investment in the Company is subject to a number of risks (the material risks being set out below) which could materially and adversely affect its value. The value of the Shares could decline due to any of these risk factors, and investors could lose part or all of their investment.
Existing and prospective investors should consider carefully the following risk factors in addition to the other information presented in this document and the Prospectus as a whole. If any of the risks described below were to occur, it could have a material effect on the Company's business, financial condition or results of operations. The risks and uncertainties described below are not the only ones the Company, the Board or investors in the Shares will face. Additional risks not currently known to the Company or the Board, or that the Company or the Board currently believes are not material, may also adversely affect the Company's business, financial condition and results of operations. The value of the Shares could decline due to any of these risk factors described below, and investors could lose part or all of their investment. Investors should consult an independent financial adviser authorised under FSMA. The attention of prospective investors is drawn to the following risks.
The Offer is conditional on the approval of the Resolutions being approved at the Annual General Meeting. If such Resolutions are not approved, the Offer will lapse and the benefits expected to be achieved from raising funds under the Offer will not be achieved.
The value of Shares, and the income from them, can fluctuate and Shareholders may not get back the amount they invested. In addition, there is no certainty that the market price of Shares will fully reflect their underlying NAV or that any dividends will be paid, nor should Shareholders rely upon any Share buy-back policy to offer any certainty of selling their Shares at prices that reflect the underlying NAV. In addition, there is no guarantee that dividends will be paid by the Company or that any dividend objective will be met.
Although the existing Shares have been (and it is anticipated that the New Shares to be issued pursuant to the Offer will be) admitted to the Official List and are (or will be) traded on the London Stock Exchange's market for listed securities, the secondary market for VCT shares is generally illiquid and, therefore, there may not be a liquid market (which may be partly attributable to the fact that initial tax reliefs are not available for VCT shares bought in the secondary market and because VCT shares usually trade at a discount to NAV) and Shareholders may find it difficult to realise their investment. An investment in the Company should, therefore, be considered as long-term.
The past performance of the Company and/or Unicorn AM is no indication of future performance. The return received by Shareholders will be dependent on the performance of the underlying investments. The value of such investments, and interest income and dividends therefrom, may rise or fall.
Although the Company may receive customary venture capital rights in connection with some of its unquoted investments, as a minority investor it may not be in a position to fully protect its interests.
The Company's investments may be difficult, and take time, to realise. There may also be constraints imposed on the realisation of investments in order to maintain the VCT tax status of the Company.
It can take a period of years for the underlying value or quality of the businesses of smaller companies, such as those in which the Company invests, to be fully reflected in their market values and their market values are often also materially affected by general market sentiment, which can be negative for prolonged periods.
Investment in AIM-traded, the PLUS market-traded and unquoted companies, by its nature, involves a higher degree of risk than investment in companies listed on the Official List. In particular, small companies often have limited product lines, markets or financial resources and may be dependent for their management on a small number of key individuals and may be more susceptible to political, exchange rate, taxation, regulatory, and other changes. In addition, the market for securities in smaller companies is usually less liquid than that for securities in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such securities. Proper information for determining their value or the risks to which they are exposed may also not be available. Investment returns will, therefore, be uncertain and involve a higher degree of risk than investment in a company listed on the Official List.
Whilst it is the intention of the Board that the Company will continue to be managed so as to qualify as a VCT, there can be no guarantee that such status will be maintained. Failure to continue to meet the qualifying requirements could result in Shareholders losing the tax reliefs available for VCT shares, resulting in adverse tax consequences including, if the holding has not been held for the relevant holding period, a requirement to repay the tax reliefs obtained. Furthermore, should the Company lose its VCT status, dividends and gains arising on the disposal of Shares would become subject to tax and the Company would also lose its exemption from corporation tax on its capital gains.
If a Shareholder disposes of his or her Shares within five years of issue (three years if such Shares were issued on or between 6 April 2000 and 5 April 2006), he or she will be subject to clawback by HMRC of any income tax reliefs originally claimed.
If at any time VCT status is lost for the Company, dealings in its Shares will normally be suspended until such time as proposals to continue or wind-up have been announced which may adversely affect the value of and returns from Shares.
The tax rules, or their interpretation, in relation to an investment in the Company and/or the rates of tax may change during the life of the Company and may apply retrospectively which may limit the number of new qualifying investment opportunities and/or reduce the level of returns which would otherwise have been achievable.
Changes in legislation concerning VCTs in general and qualifying holdings and qualifying trades in particular, may limit the number of new qualifying investment opportunities and/or reduce the level of returns which would otherwise have been achievable.
Any change of governmental, economic, fiscal, monetary or political policy, in particular current government spending reviews and cuts, (which may reduce the spending power and operations of the investee companies and the companies they contract with) could materially affect, directly or indirectly, the operation of the Company and/or the performance of the Company and the value of and returns from Shares and/or their ability to achieve or maintain final VCT status.
| Offer opens | 14 December 2010 |
|---|---|
| Closing date for 2010/2011 tax year | 12.00 pm on 5 April 2011 |
| Offer closes (for $2011/2012$ tax year) | 12.00 pm on 30 June 2011 |
| Allotment | monthly |
| Effective date for the listing of New Shares and commencement of dealings |
three Business Days following allotment |
| Share certificates and tax certificates to be dispatched |
within ten Business Days of allotment |
The Board reserves the right to extend the closing date of the Offer or increase the size of the Offer at their discretion (subject to the issue of a supplementary prospectus). The Offer will close earlier than the date stated above if it is fully subscribed or otherwise at the Board's discretion. The Offer is conditional on the approval of the Resolutions at the Annual General Meeting. If such Resolutions are not approved, the Offer will lapse. Allotment of New Shares may be made more frequently than monthly or delayed at the discretion of the Board.
| Maximum amount to be raised for the Company | £15.000.000 |
|---|---|
| Indicative Offer Price (based on the latest unaudited NAV per Share of 110.27p (as at 30 November 2010)) |
116.7 p |
| Estimated maximum number of New Shares to be issued* | 12.853.470 |
assuming full subscription (and assuming the Offer is not increased) at the indicative Offer Price for the New Shares set out above and ignoring New Shares issued pursuant to reinvested commission.
| Offer costs as a percentage of the gross proceeds** | 5.5% |
|---|---|
| Initial commission to intermediaries*** | 2.25% |
| Annual trail commission to intermediaries (subject to payment of a maximum cumulative trail commission |
0.375% |
payment of 2.25% of the Offer Price)****
** excluding trail commission which is payable by the Company.
*** initial commission will be included in the 5.5% Offer costs.
**** payable by the Company.
Unicorn AIM VCT plc One Vine Street London W1J 0AH (Registered number 04266437)
14 December 2010
I am pleased to invite you to subscribe for New Shares in the Company pursuant to the Offer to raise up to £15 million (before expenses).
Unicorn AIM VCT plc is a well established VCT which meets the qualification requirements set out by HM Revenue and Customs. Unlike a new VCT the Company already has the potential to deliver capital growth and a tax free dividend stream from a developed portfolio of existing investments.
Earlier this year the Company completed a restructuring of its share capital to consolidate its various share classes and subsequently completed a merger with Unicorn AIM VCT II plc. This restructuring has created the largest AIM based VCT in the market, with net assets of more than £62 million prior to this Offer and with significant distributable reserves. The annual running costs of the Company are spread over this asset base.
After two difficult years, the AIM market has started to recover in 2010 and the Board anticipates that the recent improvement in investor sentiment will be maintained. The Board, therefore, believes that this is an advantageous time in the UK economic cycle to be making investments in the AIM market. Prices of such assets continue to be attractive and, historically, some of the best returns have been made following a recession.
The Board is seeking to raise further funds to take advantage of these opportunities. These additional funds will enable the Company to spread its annual costs over a larger asset base, as well as enhance the Company's ability to maximise investment of funds raised prior to April 2006, which are subject to less restrictive investment rules.
The Company has an established investment portfolio. The majority of funds raised by the Company were raised before April 2006 and hence such funds are not subject to the more recently introduced restrictive investment rules regarding qualifying investments. The Board expects the existing portfolio, which has been performing well, to continue to produce returns earlier than might be achieved through an investment in a new fund. Investors in the Offer will participate in the performance of the portfolio from the outset.
The Company is aiming to pay annual tax free dividends of 6p per Share. Based on an indicative Offer Price of 116.7p, this would equate to a gross equivalent yield of 6.9 per cent. to a 40 per cent. taxpayer.
The Company's manager, Unicorn AM, specialises in managing portfolios of UK smaller quoted companies and has a proven and successful track record in this area of the market. The investment management team at Unicorn AM is well established, with the two leading fund managers sharing more than 30 years of experience in managing smaller company portfolios. The existing portfolio provides broad diversification in qualifying companies and is further diversified by substantial exposure to non-qualifying investments. The Manager's aim is to continue to deliver superior long term performance across the Company's portfolio by adhering to a disciplined investment process.
The Company proposes to raise £15 million (unless increased, subject to the issue of a supplementary prospectus) pursuant to the Offer with the Offer Price per New Share being determined by the following Pricing Formula:
most recently published NAV of the Shares in the Company divided by 0.945 (to allow for issue costs of 5.5 per cent.), rounded up to the nearest 0.1 pence per New Share.
The Company publishes monthly NAVs and may publish NAVs more frequently for the purposes of the Offer. The Offer Price, as it will be based on the most recent published NAV, is, therefore, subject to change.
The Offer opens on 14 December 2010 and closes on 30 June 2011 (unless extended or fully subscribed before this date), and allows investors to subscribe for both the 2010/2011 and 2011/2012 tax years.
$\overline{\phantom{a}}$
The closing date for applications for the 2010/2011 tax year is 12.00 pm on 5 April 2011 (or earlier if the maximum subscription level has been reached before this time). The closing date for applications for the 2011/2012 tax year is 12.00 pm on 30 June 2011 (or earlier if the maximum subscription level has been reached before this time).
The Company provides qualifying investors with access to the attractive tax benefits associated with an investment in a VCT. Qualifying investors will receive up to 30 per cent. income tax relief on amounts subscribed in each of the 2010/11 and 2011/12 tax years (subject to a maximum investment in VCTs of £200,000 in a tax year, an investor's tax liability being reduced to nil and provided the New Shares are held for at least five years). Distributions for Qualifying Investors will also be tax-free and capital gains exempt (subject to the annual investment limits).
In order to invest, please read the Prospectus and then complete the Application Form which is at the end of this document.
If you have any questions regarding the Offer you should contact your financial adviser or call Unicorn AM on 020 7253 0889. Please note that Unicorn AM is not able to provide you with investment, financial or tax advice and your attention is also drawn to the Risk Factors on pages 6 and 7.
I look forward to welcoming you as a Shareholder.
Ummi
Peter Dicks Chairman
The Company is seeking to raise up to £15 million (before expenses) through the Offer (subject to a maximum of 17.5 million New Shares being issued), unless increased.
The Board believes that the Offer is an attractive investment opportunity for both existing Shareholders and new investors for the following reasons
The Company raised a significant proportion of its funds prior to 5 April 2006 and this fundraising exercise should have the effect of maximising the Company's ability to invest these monies in companies which qualify for VCT investment under these less restrictive rules which prevailed before this date. While the funds proposed to be raised through the Offer may also be used to make new investments, they can also be more efficiently allocated to pay certain costs, contribute to shareholder liquidity through share buy-backs and also for the payment of dividends, leaving a greater amount of the funds raised earlier to benefit from investing under the more attractive earlier investment rules.
In March 2010 the Company merged with Unicorn AIM VCT II plc to create what is now the largest AIM based VCT in the market. The performance of the Company since the merger has been strong with the net asset value appreciating by 20.2% in the period from the effective merger date on 9 March 2010 to 30 November 2010.
In order to demonstrate the longer term performance of the various original share classes in both the Company and Unicorn AIM VCT II plc, the table below shows the total net asset value return (NAV plus dividends paid) achieved relative to the total return of the FTSE AIM All-Share Index:
| Relative performance | ||||
|---|---|---|---|---|
| All-Share Index | ||||
| Total NAV return* | $Gain/$ (loss)** | total return**' | ||
| Unicorn AIM VCT ordinary shares | 112.5p | 19.1% | $+9.6%$ | |
| Unicorn AIM VCT series 2 shares | 106.7 p | 12.9% | $+11.0%$ | |
| Unicorn AIM VCT II ordinary shares fund | 104.3p | 10.4% | $+22.3%$ | |
| Unicorn AIM VCT II C ordinary shares | 82.6p | $-12.6%$ | $+3.4%$ | |
| Unicorn AIM VCT series 3 shares (current Shares) | 111.3p | 17.8% | $+53.4%$ |
NAV (adjusted based on the merger ratio) plus dividends paid per share since shares of the relevant class were first admitted to trading on the London Stock Exchange (this being 5 November 2001, 5 February 2004, 7 January 2005, 5 January 2006 and 11 April 2007 respectively) as at 30 November 2010, disregarding the dividend of 4p per Share declared but not yet paid.
total return percentage increase/decrease from the initial net asset value since first admission of the relevant class (as referred to above), this being $+ +$ 94.5p. after issue costs.
*** total return performance relative to the FTSE AIM All-Share Index total return from first admission of the relevant class (as referred to above) to 30 November 2010.
The above table shows that the portfolios of each of the former share classes in the Unicorn AIM VCT have out-performed the AIM market since their respective launch dates.
The table below illustrates the total share price return (bid price plus dividends paid) in respect of the various original share classes in both the Company and Unicorn AIM VCT II plc relative to the total return of the FTSE AIM All-Share Index for both a basic rate and a 40 per cent. taxpayer.
| Relative | Relative | ||||
|---|---|---|---|---|---|
| Total | performance | performance | |||
| Applicable | share price | to FTSE AIM | Total share | to FTSE AIM | |
| upfront income | return for | All-Share | price return | All-Share | |
| tax relief on | (a 20% | Index | (for a $40%$ | Index | |
| first allotment | tax payer) $*$ | total return** | tax payer)*** | total return**** | |
| Unicorn AIM VCT ordinary shares | 20% | $+29.1%$ | $+18.8%$ | $+48.0%$ | $+36.2%$ |
| Unicorn AIM VCT series 2 shares | 20% | $+18.6%$ | $+16.6%$ | $+27.5%$ | $+25.3%$ |
| Unicorn AIM VCT II ordinary shares fund | 40% | $+52.8%$ | $+69.3%$ | $+60.0%$ | $+77.3%$ |
| Unicorn AIM VCT II C ordinary shares | 40% | $+19.2%$ | $+40.9%$ | $+20.5%$ | $+42.5%$ |
| Unicorn AIM VCT series 3 shares (current Shares) | 30% | $+37.1%$ | $+78.6%$ | $+37.6%$ | $+79.2%$ |
total return (bid share price, adjusted based on the merger ratio, plus dividends paid since shares of the relevant class were first admitted to trading on the London Stock Exchange (as referred to above) as at 30 November 2010 for a 20 per cent. tax payer, disregarding the dividend of 4p per Share declared but not yet paid) percentage increase from the cost (net of the relevant applicable upfront income tax relief) of a share first allotted in such relevant class
total return performance for a basic rate tax payer relative to the FTSE AIM All-Share Index total return from first admission of the relevant class (as referred to above) to 30 November 2010.
as per *, save that dividends paid have been grossed up by 33 per cent. for a 40 per cent. tax payer.
**** total return performance for a 40 per cent. tax payer relative to the FTSE AIM All-Share Index total return from first admission of the relevant class (as referred to above) to 30 November 2010.
The Offer opens on 14 December 2010 and will be open (unless fully subscribed earlier or extended by the Directors) until:
The Offer is conditional on the approval of the Resolutions being proposed at the Annual General Meeting on 7 January 2011. If such Resolutions are not approved, the Offer will lapse. If the Offer does not become unconditional all subscription monies will be returned without interest.
The Directors may also in their absolute discretion, decide to increase the Offer (subject to the issue of a supplementary prospectus).
The Offer Price at which the New Shares will be allotted will be calculated on the basis of the Pricing Formula, being:
The Company publishes monthly NAVs and may publish NAVs more frequently for the purposes of the Offer. The Offer Price, as it will be based on the most recent published NAV, is, therefore, subject to change.
The number of New Shares to be allotted by the Company will be rounded down to the nearest whole number and fractions of New Shares will not be allotted.
The minimum investment by an investor under the Offer is £5,000. Applications thereafter can be for any amount, subject to being in multiples of £1,000 (though investors are reminded that VCT upfront income tax relief is only available in respect of investments of up to £200,000 in VCTs in any one tax year).
Subscription monies greater than £1 and not used to subscribe for New Shares will be refunded. No interest shall accrue or be payable on any amounts refunded. The Offer is not underwritten and there is no minimum subscription level so investors can be sure, subject to the Resolutions being approved, that the Offer will proceed.
The Pricing Formula, which is based on the latest published NAV, prevents a diminution in the net asset value of the existing Shares. The application of the Pricing Formula also avoids the need to repeatedly announce the Offer Price during the Offer period (though the Offer Price will be announced following each allotment) and makes explicit the basis on which the price of the New Shares will be determined.
Investors' New Shares will rank pari passu with the existing Shares in issue in respect of dividends declared from the date of issue of the relevant New Shares. Qualifying Investors will also benefit from up to 30 per cent. income tax relief on their subscription for New Shares, which would not be available if Shares were purchased in the secondary market.
Applications under the Offer will normally be accepted on a first come, first served basis (provided cheques are not post-dated), subject always to the discretion of the Directors. Subscribers are encouraged to submit their Application Form early in order to be confident that their application will be successful.
The full terms and conditions of the Offer can be found at the end of this document.
It is intended that the proceeds of the Offer will be used by the Company in accordance with its investment policy, further details of which are set out in Part III of this document.
The Offer costs will be 5.5 per cent. of funds subscribed under the Offer (excluding annual trail commission) amounting to a maximum of £825,000 (assuming full subscription). Any costs above this will be met by Unicorn AM.
The net proceeds of this Offer will, assuming full subscription, therefore amount to approximately £14,175,000 for the Company.
Authorised financial intermediaries will normally be paid commission of 2.25 per cent. of the value of the relevant investment on successful applications under the Offer.
In addition, provided that they continue to act for their client and the client continues to hold his or her New Shares, authorised financial advisers will normally be paid by the Company an annual trail commission of 0.375 per cent. of the net asset base value for each such New Share. For this purpose, 'net asset base value' means the net assets attributable to such New Share as determined from the audited annual accounts of the Company as at the end of the preceding financial year.
The annual trail commission will be paid shortly after the later of the annual general meeting of the Company and, where applicable, the date of payment of the final dividend in each year.
The Company will be entitled to rely on a notification from a Shareholder that he or she has changed his or her adviser. No payment of trail commission will be made to the extent that the cumulative trail commission would exceed 2.25 per cent. of the Offer Price of the New Share in question.
The Board comprises five non-executive directors, all of whom (save for Malcolm Diamond) are independent of the Manager. Peter Dicks (Chairman), Malcolm Diamond, James Grossman, Jeremy Hamer and Jocelin Harris. Malcolm Diamond is a shareholder of Unicorn AM.
The Board sets the Company's policies and objectives and ensures that its obligations to the Shareholders are met. The Board has overall responsibility for the Company's affairs, including approving valuations (prepared by Unicorn AM) and NAVs (calculated by Matrix-Securities Limited). Its members have significant relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and investing in small companies.
Peter Dicks was a founder director, in 1973, of Abingworth plc, a successful venture capital company. He is currently a director of a number of quoted and unquoted companies including Polar Capital Technology Trust plc, Graphite Enterprise Trust plc, Daniel Stewart Securities plc, Gartmore Fledging Trust plc, Private Equity Investor plc, Sportingbet plc and Standard Microsystems Inc, a US-NASDAQ quoted company. In addition, he is a director of Foresight VCT plc, Foresight 2 VCT plc, Foresight 3 VCT plc, Foresight 4 VCT plc and Foresight Clearwater VCT plc.
Malcolm Diamond established the Bluesky Partnership whose mission is to grow stakeholder value principally for private, VCT and institutional shareholders. This is achieved by direct involvement through non-executive or part time executive directorships or, where appropriate, through interim management. He is currently the chairman of Cathedral Works Organisation (Chichester) Limited and cofounder and partner in Soundscape Environmental Structures LLP. Between 1984 and 2002, he was managing director of Trifast plc which he led to a full listing in 1994. Although he retired from Trifast plc in 2002, he returned in March 2009 to become executive chairman.
James Grossman is an international business lawyer and arbitrator with over 35 years' experience in mergers and acquisitions and venture capital transactions and serves on the boards of several public companies in the UK and overseas. He is also a member of the arbitration panels of the International Centre for Dispute Resolution, the American Arbitration Association's Complex Commercial Cases and Oil and Gas Panels and the Domain Name Dispute Panel of the World Intellectual Property Organisation in Geneva. He is a non-executive director of Canoel International Energy Limited, an oil exploration and production company based in Canada with interests in Tunisia and Argentina, whose shares are traded on TSX Venture Exchange (Toronto) a non-executive director of Thalassa Energy Holdings Limited, an oil related technology company, whose shares are traded on AIM and a non-executive director of FreshTL plc, a cloud computing company whose shares are traded on the PLUS market.
Jeremy Hamer is a chartered accountant who spent 16 years in industry before spending five years as a VCT investment manager. Currently, he has a portfolio of executive and non-executive director roles particularly with AIM listed companies, as well as being a qualified executive coach.
Jocelin Harris is a qualified solicitor and is chief executive of Durrington Corporation Limited, which provides management and financial support services to small and developing businesses, where he has worked since 1986. Before this he was a director of a private bank in the City. He is currently non-executive chairman or director of a number of private companies in the United Kingdom and the United States.
Unicorn AM is an independently owned and managed investment management company formed in July 2000. Unicorn AM (telephone 0207 253 0889), was incorporated and registered in England and Wales on 4 February 2000 as a limited liability company with registered number 03919499. Unicorn AM's registered office and principal place of business is at First Floor Office, Preacher's Court, The Charterhouse, Charterhouse Square, London EC1M 6AU. Unicorn AM is authorised and regulated by the FSA to provide investment management services. The principal legislation under which Unicorn AM operates is the provisions of the Companies Acts (and regulations made thereunder).
The investment management team at Unicorn AM is well established, with the two leading fund managers at Unicorn AM sharing more than 30 years of experience in managing smaller company portfolios. The existing portfolio provides broad diversification in qualifying companies and is further diversified by substantial exposure to non-qualifying investments. Unicorn AM also manages a range of open and closed ended investment funds, designed to satisfy a variety of investor requirements.
As at 30 November 2010, Unicorn AM funds under management are allocated across three fund classes:
VCTs remain an integral part of Unicorn AM's business, with a significant number of quoted VCT qualifying investments managed for the Company, on behalf of the Shareholders.
Unicorn AM specialises in managing portfolios of UK smaller quoted companies. The Unicorn AM team has a long established and successful track record in this area of the market and follows a traditional and conservative approach to fund management. The aim is to deliver superior long term performance across a range of diversified portfolios by adhering to a disciplined investment process and to reduce risk by focusing investment resource on those businesses which are led by experienced management teams, which have an established history of profitability and cash generation and which are capable of delivering sustained growth.
Chris has been managing UK smaller companies funds for over 12 years. Since joining Unicorn AM in 2005, he has been primarily responsible for managing the Company's AIM funds. Prior to joining Unicorn AM, he was a fund manager at Montanaro Investment Managers Limited where he specialised in investing in UK smaller quoted companies.
John has specialised in investing in UK smaller companies for over 20 years. Before joining Unicorn AM in July 2000, John was responsible for running smaller company portfolios at both Granville and Guinness Flight Global Asset Management Limited. Prior to this he managed funds at United Friendly Assurance and Hermes Asset Management.
The objective of the Company is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maximising the stream of dividend distributions to Shareholders from the income and capital gains generated by the portfolio.
It is also the objective that the Company should continue to qualify as a VCT, so that Shareholders benefit from the taxation advantages that this brings. To achieve this, at least 70 per cent. of the Company's total assets are to be invested in qualifying investments.
In order to achieve the Company's investment objective, the Board has agreed an investment policy which requires the Manager to identify and invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM, that display a majority of the following characteristics:
Asset allocation and risk diversification policies, including maximum exposures, are to an extent governed by prevailing VCT legislation. Specific conditions for HMRC approval of VCTs include the requirement that no single holding may represent more than 15 per cent. (by value) of the Company's investments, at the date of investment.
The Manager is responsible for managing sector and stock specific risk and the Board does not impose formal limits in respect of such exposures.In order to maintain compliance with HMRC rules, however, and to ensure that an appropriate spread of investment risk is achieved, the Board receives and reviews comprehensive reports from the Manager and Matrix-Securities Limited on a monthly basis. When the Manager proposes to make an investment in an unquoted company, the prior approval of the Board is required.
Where capital is available for investment while awaiting suitable VCT qualifying opportunities, or in excess of the 70 per cent. VCT qualification threshold, it may be invested in collective investment funds or in non-qualifying shares and securities in smaller listed UK companies.
To date the Company has operated without recourse to borrowing. The Board may, however, consider the possibility of introducing modest levels of gearing up to a maximum of 10 per cent. of its net assets (as permitted under the Articles), should circumstances suggest that such action is in the interests of Shareholders.
Unicorn AM receives an annual management fee of an amount equivalent to 2.0 per cent. of the net asset value of the Company (together with any applicable VAT), save for investments made by the Company in other Unicorn AM managed funds, in which case no additional management fee will be payable in respect of such investments.
A maximum of 75 per cent. of the Company's management expenses is currently charged against capital, with the balance to be met from income.
Unicorn AM is also entitled to receive performance incentive fees of 20 per cent. of dividends made to Shareholders over and above the Target Return in any accounting period. The Target Return for these purposes will be 6p per Share (or, if the relevant accounting period is less than or greater than 12 months, an amount equal to a pro rata reduction or increase to that amount for that accounting period). Any cumulative shortfalls below the 6p per annum dividend hurdle after the financial period ended on 30 September 2010 will have to be made up in later years. Such payment will be subject to maintaining NAV at no less than 125p per Share. Although the arrangement allows for the performance incentive calculation to be adjusted in such manner as the auditors confirm in writing where the Company issues further Shares, it has been agreed that no adjustment will be made as a result of the Offer which would result in a reduction to the requirement to maintain NAV at no less than 125p per Share.
The annual expenses of the Company are capped at 3.6 per cent. of net assets. Any excess over this amount will be borne by Unicorn AM. Annual expenses include expenses incurred by the Company in the ordinary course of its business (including management and administration fees, Directors' remuneration, fees payable to the registrar, stockbroker, auditor, solicitors and the VCT status adviser). Annual expenses do not include exceptional items, trail commission to authorised financial intermediaries or performance incentive fees.
PricewaterhouseCoopers LLP is the Company's VCT status adviser. It carries out reviews of the Company's investment portfolio to ensure compliance and, when requested to do so by the Board or Unicorn AM, reviews prospective investments to ensure that they are qualifying investments.
Bank of New York Mellon (being incorporated and registered in the United States, but whose UK establishment has its registered office at One Canada Square, London E14 5AL with registered number BR000818, its telephone number being 020 7570 1784 and being authorised and regulated by the FSA) acts as custodian of the Company's quoted assets and, in that capacity, is responsible for ensuring safe custody and dealing and settlement arrangements. Matrix-Securities Limited is responsible for administering the certificates of investment in unquoted companies through the Company's safe custody account with Natwest.
The Board has a policy of maintaining a steady stream of dividend distributions to Shareholders and intends to continue with this policy. The Company is aiming to pay annual tax free dividends of 6p per Share. Based on an indicative Offer Price of 116.7p this would equate to a gross equivalent yield of 6.9 per cent. to a 40 per cent. taxpayer.
The ability to pay dividends and the amount of such dividends depends on the performance of the Company's investments, available reserves and cash, as well as the need to retain funds for further investment and ongoing expenses.
The Board believes that it is in the best interests of the Company and its shareholders to make occasional market purchases of its Shares, given the limited secondary market for VCT shares generally, and to seek both to enhance NAV and to reduce to a degree any prevailing discount to NAV in the current market price that might otherwise prevail. The Board agrees the discount to NAV at which Shares will be bought back and keeps this under regular review.
The Board intends to continue with the above buy-back policy. Any such future repurchases will be made in accordance with quidelines established by the Board from time to time and will be subject to the Company having the appropriate authorities from Shareholders and sufficient funds available for this purpose.
Share buy-backs will also be subject to the Listing Rules and any applicable law at the relevant time. Shares bought back in the market will ordinarily be cancelled.
The Articles provide for a resolution to be proposed for the continuation of the Company as a VCT at the annual general meeting falling after the fifth anniversary of the last issue of Shares and thereafter at five-yearly intervals.
All unquoted investment valuations are subject to approval by the Directors on the recommendation of Unicorn AM in accordance with IPEVC Guidelines under which investments are valued at fair value, as defined in those guidelines. Any AIM or other quoted investment will be valued at the closing bid price of its shares, in accordance with generally accepted accounting practice. The net asset value of the Shares will be calculated monthly and published on an appropriate regulatory information service.
The Board places a great importance on communications with its Shareholders and supports open communication with Shareholders. In addition to the announcement and publication of the annual report and accounts and the half-yearly results for the Company as detailed below, the Company also publishes interim management statements as required by the Disclosure and Transparency Rules.
| Reporting Dates | |
|---|---|
| 30 September | |
| Year end | December |
| Announcement and publication of annual report and accounts to Shareholders | May |
| Announcement and publication of half-yearly results |
Set out below are the largest investments held by the Company with a value of greater than 5 per cent. of its gross assets and an aggregate value greater than 50 per cent. of the Company's portfolio, as at the date of this document.
The current cost is the original investment cost made by both the Company and Unicorn AIM VCT II plc, less capital repayments to 30 November 2010.
| Abcam plc (Date of first investment October 2005) | |||
|---|---|---|---|
| Cost $(E,000)$ Valuation (£,000) Valuation basis % of equity held % of portfolio Located in Cambridge - Online distributor of therapeutic antibodies for research purposes. |
879 8.745 Bid price 1.4 13.2 |
Accounts for the year ended 30 June 2010 Turnover (£,000) Profit before tax (£,000) Net assets (£,000) |
71.106 25,831 53,222 |
| Mattioli Woods plc (Date of first investment November 2005) | |||
|---|---|---|---|
| Cost $(E.000)$ Valuation (£,000) Valuation basis % of equity held % of portfolio |
1.331 2.791 Bid price 5.8 4.2 |
Accounts for the year ended 31 May 2010 Turnover (£,000) Profit before tax (£,000) Net assets (£,000) |
13.678 4.270 18.982 |
Located in Leicester - Consultants in the provision of pension and wealth management services.
| Green Compliance plc (Date of first investment December 2009) | |||
|---|---|---|---|
| Cost (E,000) | 1.750 | Accounts for the year ended 31 March 2010 | |
| Valuation (£,000) | 2.650 | Turnover (£,000) | 547 |
| Valuation basis | Bid price | Loss before tax $(E,000)$ | 3.320 |
| % of equity held | 9.7 | Net assets (£,000) | 6,389 |
| 4.0 | |||
| % of portfolio |
Located in Cirencester - Compliance related business support and risk consultancy services.
| Mears Group plc (Date of first investment March 2008) | |||
|---|---|---|---|
| Cost (E,000) Valuation (£,000) Valuation basis % of equity held % of portfolio |
2.672 2.587 Bid price 1.3 3.9 |
Accounts for the year ended 31 December 2009 Turnover (£,000) Profit before tax (£,000) Net assets (£,000) |
470,146 18.379 105.928 |
Located in Brockworth, Gloucester - Maintain, repair and upgrade social housing and domiciliary care.
| SnackTime plc (Date of first investment December 2007) | |||
|---|---|---|---|
| Cost (E.000) Valuation (£,000) Valuation basis % of equity held % of portfolio |
2,560 2.263 Bid price 8.5 34 |
Accounts for the year ended 31 March 2010 Turnover (£,000) Profit before tax $(E,000)$ Net assets (£,000) |
7.651 1,312 11,573 |
| Located in Wokingham, Berkshire - Operator of vending machines. |
| Kiotech International plc (Date of first investment November 2006) | |||
|---|---|---|---|
| Cost (£,000) | 1,630 | Accounts for the year ended 31 Dec 2009 | |
| Valuation (£,000) | 1.961 | Turnover (£,000) | 10,995 1,409 |
| Valuation basis | Bid price | Profit before tax (£,000) | 13,605 |
| % of equity held | 12.9 | Net assets (£,000) | |
| % of portfolio | 3.0 | ||
| Located in Worksop, Nottinghamshire - Manufacturer of aquaculture products. | |||
| Animalcare Group plc (Date of first investment December 2007) | |||
| Cost $(E,000)$ | 900 | Accounts for the year ended 30 June 2010 | |
| Valuation (£,000) | 1,915 | Turnover (£,000) | 19,921 |
| Valuation basis | Bid price | Profit before tax (£,000) | (399) |
| % of equity held | 8.0 | Net assets (£,000) | 14,081 |
| % of portfolio | 2.9 | ||
| Located in North Yorkshire - Manufacturer & supplier worldwide of livestock, healthcare & management products. | |||
| Access Intelligence plc (Date of first investment December 2004) | |||
| Cost $(E,000)$ | 2,214 | Accounts for the year ended 30 November 2009 | 6,015 |
| Valuation (£,000) | 1,546 | Turnover (£,000) | 566 |
| Valuation basis | Bid price | Profit before tax (£,000) | 4,311 |
| % of equity held | 8.3 | Net assets (£,000) | |
| % of portfolio | 2.8 | ||
| Located in London - Subscription based sales and marketing support. | |||
| Maxima Holdings plc (Date of first investment November 2004) | |||
| 2,501 | Accounts for the year ended 31 May 2010 | ||
| Cost (£,000) | 1,546 | Turnover (£,000) | 51,006 |
| Valuation (£,000) | Bid price | Loss before tax (£,000) | 782 |
| Valuation basis | 7.2 | Net assets (£,000) | 23,974 |
| % of equity held % of portfolio |
2.3 | ||
| Located in Cheltenham - Implementation and support of enterprise software solutions. | |||
| In addition, the following open ended investment company also represents more than 5 per cent. of the Company's gross assets: | |||
| Unicorn Investment Funds ICVC (Date of first investment December 2001) | |||
| Cost (£,000) | 7,735 | ||
| Valuation (£,000) | 10,020 | ||
| Valuation basis | Market valuation | ||
| % of equity held | N/A | ||
| % of portfolio | 15.13 |
Open Ended Investment Company.
Investment and portfolio information in this Part V has been extracted from the Company's accounting records as at 30 November 2010. In respect of the information on investee companies' sales, profits and losses and net assets in this Part V, these have been taken from the latest financial year end accounts published by those investee companies as referred to in this Part V ("Third Party Information"). As at the date of this document, there has been no material change in the valuations set out in this Part V since 30 November 2010. The Third Party Information has been accurately reproduced and that, as far as the Company is aware and is able to ascertain from information provided, no facts have been omitted which would render the reproduced information inaccurate or misleading.
The following is only a summary of the law concerning the tax position of individual Qualifying Investors in VCTs and does not constitute legal or tax advice. Potential investors are recommended to consult a professional adviser as to the taxation consequences of an investment in a VCT.
The tax reliefs set out below are those currently available to individuals aged 18 or over who subscribe for New Shares under the Offer. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year do not exceed £200,000. Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.
A Qualifying Investor subscribing for New Shares will be entitled to claim income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year.
To obtain relief a Qualifying Investor must subscribe on his own behalf although the New Shares may subsequently be transferred to a nominee.
The relief is given at the rate of 30 per cent. on the amount subscribed regardless of whether the Qualifying Investor is a higher rate or basic rate tax payer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.
Dividend relief $(ii)$
A Qualifying Investor who acquires shares in VCTs in any tax year (including New Shares) having a value of up to a maximum of £200,000 will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.
Purchasers in the market $(iii)$
A Qualifying Investor who purchases existing Shares in the market will be entitled to claim dividend relief (as described in paragraph (ii) above) but not relief from income tax on investment (as described in paragraph (i) above).
Withdrawal of relief $f(v)$
Relief from income tax on a subscription for VCT shares (including New Shares) will be withdrawn if the VCT shares are disposed of (other than between spouses) within five years of issue or if the VCT loses its approval within this period as detailed below
Dividend relief ceases to be available if the VCT loses its approval within this period as detailed below.
Relief from capital gains tax on the disposal of Shares (i)
A disposal by a Qualifying Investor of New Shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.
An individual purchaser of existing Shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph b(i) above).
If a company which has been granted approval as a VCT subsequently fails to comply with the conditions for approval, approval as a VCT may be withdrawn. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, relief ceases to be available on any dividend paid in respect of profits or gains in any accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt, but gains thereafter will be taxable.
The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this section. The table shows how the initial tax reliefs available can reduce the effective cost of an investment of £10,000 in a VCT by a Qualifying Investor subscribing for VCT shares to only £7,000:
| Effective cost | Tax relief | |
|---|---|---|
| Investor unable to claim any tax reliefs | £10.000 | Nil |
| Qualifying Investor able to claim full 30 per cent. income tax relief | £7.000 | £3.000 |
The combined effect of the initial income tax relief, tax free dividends and tax-free capital growth can substantially improve the net returns of an investment in a VCT. For example, after launch costs of 5.5 per cent. an investment of £10,000 would show an immediate return of 35 per cent. over the base cost of £7,000 after income tax relief. Income tax relief is only available if the shares are held for the minimum holding period of five years.
The limit for obtaining income tax relief on investments in VCTs is £200,000 in each tax year.
The Company will provide to each Qualifying Investor a certificate which the Qualifying Investor may use to claim income tax relief, either by obtaining from HM Revenue & Customs an adjustment to his tax coding under the PAYE system or by waiting until the end of the tax year and using his tax return to claim relief.
Investors not resident in the UK should seek their own professional advice as to the consequences of making an investment in a VCT as they may be subject to tax in other jurisdictions as well as in the UK.
The Company has to satisfy a number of tests to qualify as a VCT. A summary of these tests is set out below.
To qualify as a VCT, a company must be approved as such by HM Revenue & Customs. To obtain such approval it must:
The requirement set out in paragraph (d) above will be amended for funds raised from 6 April 2011, such that at least 70 per cent. by VCT Value of a VCT's investments in shares or securities in qualifying investments must be in eligible shares. For funds raised before 6 April 2011, 'eligible shares' means ordinary shares which carry no future or preferential rights and no rights to be redeemed. For funds raised from 6 April 2011, 'eligible shares' means shares which do not carry any rights to be redeemed or a preferential right to assets on a winding-up or dividends (in respect of the latter, where the right to the dividend is cumulative or, where the amount or dates of payment of the dividend may be varied by the company, a shareholder or any other person).
A Venture Capital Investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Parts 3 and 4 of Chapter 6 of the Tax Act and for which not more than £1 million was subscribed in any one tax year (nor more than £1 million in any period of 6 months straddling two tax years).
The conditions are detailed but include that the company must be a Qualifying Company, have gross assets not exceeding £7 million immediately before and £8 million immediately after the investment (£15 million and £16 million respectively for funds raised before 6 April 2006), apply the money raised for the purposes of a qualifying trade within certain time periods and not be controlled by another company. In certain circumstances, an investment in a company by a VCT can be split into a part which is a qualifying holding and a part which is a non-qualifying holding. In addition, to be qualifying holdings, VCT funds raised after 5 April 2007 must invest in companies which have no more than 50 full time (equivalent) employees and do not obtain more than £2 million of investment from VCTs, companies under the corporate venturing scheme and individuals claiming relief under the Enterprise Incentive Scheme in any rolling 12 month period.
A Qualifying Company must be unquoted (for VCT purposes companies whose shares are traded on PLUS Markets and AIM are regarded as unquoted) and must carry on a qualifying trade. For this purpose certain activities are excluded (such as dealing in land or shares or providing financial services). The qualifying trade must either be carried on by, or be intended to be carried on by, the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter). The company's trade must be, carried on wholly or mainly in the UK (such requirement to be amended to the company having a permanent establishment in the UK from 6 April 2011), but the company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter.
A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51 per cent. owned.
A VCT must be approved at all times by HM Revenue & Customs. Approval has effect from the time specified in the approval.
A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HM Revenue & Customs is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before such further funds become subject to the tests.
The Company has received HM Revenue & Customs' approval as a VCT.
Approval of a VCT may be withdrawn by HM Revenue & Customs if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost.
Withdrawal of full approval generally has effect from the time when notice is given to the VCT but, in relation to capital gains of the VCT only, can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.
The above is only a summary of the conditions to be satisfied for a company to be treated as a VCT.
2.6 On 15 February 2007, and by special resolution, the Company resolved that the amount standing to the credit of the share premium account attributable to the series 3 ordinary shares of 1p each, at the date of the order made by the Court on the hearing for a petition for confirmation of this resolution, be cancelled (the cancellation being confirmed by the Court on 19 December 2007 and registered by the Registrar of Companies on 21 December 2007).
2.7 On 25 February 2010, the Company passed a special resolution amending the Articles pursuant to CA 2006 to remove the authorised share capital limitation. Consequently, the Company is no longer restricted by an authorised share capital.
| Number of Shares Date -------------------- |
|
|---|---|
| 7 December 2010 | 353.541 |
2.13.3 in addition to existing authorities, the Company was empowered to make one or more market purchases within the meaning of section 693(4) of the CA 2006 of its own shares (either for cancellation or for the retention as treasury shares for future re-issue or transfer) provided that:
(iii) the maximum price which may be paid per Share is an amount equal to the higher of (i) 105 per cent. of the average of the middle market quotation per Share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such Share is to be purchased; and (ii) the amount stipulated by Article 5(1) of the Buy Back and Stabilisation Regulation 2003;
where the proceeds may be used, in whole or in part, to purchase the Company's Shares.
(i) the aggregate number of Shares which may be purchased shall not exceed 11,512,320 Shares;
(ii) the minimum price which may be paid for a Share is 1 pence (the nominal value thereof);
In this paragraph 3, reference to "Directors" means the directors of the Company from time to time, reference to the "Board" means the board of directors of the Company from time to time and reference to "the Act" means the CA 1985 and/or the CA 2006 as the context permits.
The Memorandum, which, by virtue of section 28 of the CA 2006, is now treated as being part of the Articles, provides that the Company's principal object and purpose is to carry on the business of a VCT.
The following is a summary of the current Articles.
The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.
2.1 Calling of general meetings
Subject to the provisions of the Companies Acts general meetings, including annual general meetings, shall be held at such time and place as the Board may determine.
General meetings shall be convened by such minimum period of notice as may be required by the Companies Acts.
2.3 Contents of notice
Every notice convening a general meeting shall specify:
(e) with reasonable prominence that a member entitled to attend and vote is entitled to appoint one or (provided each proxy is appointed to exercise the rights attached to a different share or shares held by the member) more proxies to attend and vote instead of him and that a proxy need not also be a member.
The notice shall be given to the members (other than any who under the provisions of these Articles or of any restrictions imposed on any shares are not entitled to receive notice from the Company), to the Directors and to the Auditors and if more than one for the time being, to each of them.
The accidental omission to send a notice of meeting or, in cases where it is intended that it be sent out with the notice, any document relating to a meeting including an instrument of proxy, to, or the non-receipt of either by, any person entitled to receive the same shall not invalidate the proceedings at that meeting.
3.1 Quorum
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business but the absence of a quorum shall not preclude the choice or appointment of a chairman which shall not be treated as part of the business of the Meeting. Subject to the provisions of Article 56, 2 persons entitled to attend and to vote on the business to be transacted, each being a member present in person or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum.
3.2 If auorum not present
If within 15 minutes (or such longer interval as the Chairman in his absolute discretion thinks fit) from the time appointed for the holding of a general meeting a quorum is not present, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, the meeting shall stand adiourned to such day and at such time and place as the Chairman (or, in default, the Board) may determine, being not less than 10 clear days thereafter. If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting one member present in person or by proxy or (being a corporation) by a duly authorised representative shall be a quorum. If no such quorum is present or if during the adjourned meeting a quorum ceases to be present, the adjourned meeting shall be dissolved.
4.1 Method of voting
At any general meeting a resolution put to a vote of the meeting shall be decided on a show of hands unless (before or immediately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. Subject to the provisions of the Companies Acts, a poll may be demanded by:
The Chairman may also demand a poll before a resolution is put to the vote on a show of hands.
4.2 Chairman's declaration conclusive on show of hands
Unless a poll is duly demanded and the demand is not withdrawn a declaration by the Chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive, and an entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution.
Subject to any rights or restrictions attached to any shares:
Subject to the provisions of the Companies Acts, if at any time the share capital of the Company is divided into shares of different classes any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be wound up) may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three quarters in nominal value of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as provided in these Articles (but not otherwise).
All the provisions in these Articles as to general meetings shall mutatis mutandis apply (with any necessary modifications) to every meeting of the holders of any class of shares save that:
8.1 Form of transfer
Except as may be provided by any procedures implemented pursuant to Article 21, each member may transfer all or any of his shares by instrument of transfer in writing in any usual form or in any form approved by the Board. Such instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it.
8.2 Right to refuse registration
The Board may in its absolute discretion and without giving any reason refuse to register any share transfer unless:
(d) it is in favour of a single transferee or not more than four joint transferees;
(e) it is duly stamped (if so required); and
9.1 Declaration of dividends
Subject to the provisions of the Companies Acts and of these Articles, the Company may by ordinary resolution declare that out of profits available for distribution dividends be paid to members according to their respective rights and interests in the profits of the Company available for distribution. However, no dividend shall exceed the amount recommended by the Board.
9.2 Entitlement to dividends
Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid pro rata according to the amounts paid up or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms providing that it shall rank for dividend as from a particular date or be entitled to dividends declared after a particular date it shall rank for or be entitled to dividends accordingly.
All dividends and interest shall be paid (subject to any lien of the Company) to those members whose names shall be on the register at the date at which such dividend shall be declared or at the date at which such interest shall be payable respectively, or at such other date as the Company by ordinary resolution or the Board may determine, notwithstanding any subsequent transfer or transmission of shares.
The Board may pay the dividends or interest payable on shares in respect of which any person is by transmission entitled to be registered as holder to such person upon production of such certificate and evidence as would be required if such person desired to be registered as a member in respect of such shares.
the amount standing to the credit of the capital and revenue reserves of the Group, whether or not distributable (ii) (including without limitation any share premium account, capital redemption reserve fund, and credit or debit balance on any other distributable reserve) after adding thereto or deducting therefrom any balance standing to the credit or debit of the profit and loss account,
all as shown in the latest audited balance sheet of the Group (prepared on the historical cost basis, modified to the extent as may be stated in the accounting policies used for the preparation of such balance sheet) but after:
payment or repayment of which is the subject of a guarantee or indemnity by a Group company or is secured on the assets of a Group company;
but do not include:
and in paragraphs (vii) to (xii) above references to amounts of moneys borrowed include references to amounts which, but for the exclusion under those paragraphs, would fall to be included;
(d) there shall be credited against the amount of any moneys borrowed any cash deposited;
11.1 Conflicts of interest requiring Board authorisation
The Board may, provided the quorum and voting requirements set out below are satisfied, authorise any matter that would otherwise involve a Director breaching his duty under the Companies Act 2006 to avoid conflicts of interest:
11.1.2.1 the Board may (whether at the time of giving the authority or at any time or times subsequently) impose such terms upon the Director concerned and any other Director with a similar interest as it may determine, including, without limitation, the exclusion of that Director and any other Director with a similar interest from the receipt of information, or participation in discussion (whether at meetings of the Board or otherwise) related to the conflict;
11.1.2.2 the Director concerned and any other Director with a similar interest will be obliged to conduct himself in accordance with any terms imposed by the Board from time to time in relation to the conflict;
Subject to the provisions of the Companies Acts and Article 122A above and further provided that Article 123 is complied with, a Director, notwithstanding his office:
The Company shall be entitled to sell at the best price reasonably obtainable any share of a member or any share to which a person is entitled by transmission if and provided that:
(a) during the period of 12 years prior to the date of the publication of the advertisements referred to in paragraph (b) (or if published on different dates, the earlier or earliest of them) no cheque, order or warrant in respect of such share sent by the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share at his address on the Register or other last known address given by the member or person to which cheques, orders or warrants in respect of such share are to be sent has been cashed and the Company has received no communications in respect of such share from such member or person provided that during such period of 12 years at least 3 cash dividends (whether interim or final) in respect of the shares in question have become payable and no such dividend during that period has been claimed by the person entitled to it;
The Board may with the authority of an ordinary resolution of the Company:
(iii) where the amount capitalised is applied in paying up in full new shares, the Company will also be entitled to participate in the relevant distribution in relation to any shares held by it as treasury shares and the proportionate entitlement of the members to the distribution will be calculated accordingly;
(c) resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividends only to the extent that such partly paid shares rank for dividends;
(any agreement made under such authority being effective and binding on all such holders); and
generally do all acts and things required to give effect to such resolution. $(f)$
At any time when the Company has given notice in the prescribed form (which has not been revoked) to the registrar of companies of its intention to carry on business as an investment company (a Relevant Period) distribution of the Company's capital profits shall be prohibited. The Board shall establish a reserve to be called the capital reserve. During a Relevant Period all surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, payment off of or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Board to be in the nature of accretion to capital shall be credited to the capital reserve. Subject to the Companies Acts, the Board may determine whether any amount received by the Company is to be dealt with as income or capital or partly one way and partly the other. During a Relevant Period, any loss realised on the realisation or payment off of or other dealing with any investments or other capital assets and, subject to the Companies Acts, any expenses, loss or liability (or provision therefor) which the Board considers to relate to a capital item or which the Board otherwise considers appropriate to be debited to the capital reserve shall be carried to the debit of the capital reserve. During a Relevant Period, all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes for which sums standing to any revenue reserve are applicable except and provided that notwithstanding any other provision of these Articles during a Relevant Period no part of the capital reserve or any other money in the nature of accretion to capital shall be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution or be applied in paying dividends on any shares in the Company. In periods other than a Relevant Period any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution or be applied in paying dividends on any shares in the Company.
15.1 Division of assets
The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.
If the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the capital which at the commencement of the winding up is paid up on the shares held by them respectively and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article 161.2 is subject to the rights attached to any shares which may be issued on special terms or conditions.
If the Company is wound up the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may for that purpose value any assets and determine how the division shall be carried out as between the members or different classes of members. Any such division may be otherwise than in accordance with the existing rights of the members but if any division is resolved otherwise than in accordance with such rights the members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to Section 110, Insolvency Act 1986. The liquidator may with the like sanction vest the whole or any part of the whole of the assets in trustees on such trusts for the benefit of the members as he with the like sanction shall determine but no member shall be compelled to accept any assets on which there is a liability.
In order for the future of the Company to be considered by the members, the Board shall at the annual general meeting of the Company falling after the fifth anniversary of the last allotment of shares in the Company and thereafter at five yearly intervals, invite the members to consider and debate the future of the Company (including, without limitation, whether the Company should be wound up, sold or unitised) and as soon as practicable following that meeting shall convene a general meeting to propose such resolution as the members attending the annual general meeting may by ordinary resolution require.
The Board may make such arrangements as it sees fit, subject to the Act, to deal with the Transfer, allotment and holding of shares in uncertificated form and related issues.
The Company shall indemnify the directors to the extent permitted by law and may take out and maintain insurance for the benefit of the directors. Directors' and Other Interests in the Company.
| Shares | % of Share Capital | |
|---|---|---|
| Peter Dicks | 76.000 | 0.13 |
| Malcolm Diamond | 16,223 | 0.03 |
| James Grossman | nil | |
| Jeremy Hamer | 20.250 | 0.03 |
| Jocelin Harris | 26.678 | 0.04 |
| Fees Paid $(E)$ | |
|---|---|
| Peter Dicks | 20,000 |
| Malcolm Diamond | 8,452 |
| James Grossman | 15,000 |
| Jeremy Hamer | 9,851 |
| Jocelin Harris | 17,500 |
| David Royds | 6.563 |
Directors' fees for the current year ending 30 September 2011 are estimated to be £85,000. No amounts have been put aside to provide pensions, retirement or similar benefits to any Directors.
4.5 Malcolm Diamond, is a shareholder in Unicorn AM and is, therefore, interested in the contracts (other than the contract at paragraph 6.3) referred to at paragraph 6 below and for that reason is not regarded as being independent.
4.6 The Directors are shareholders in the following companies in which the Company has invested:
| Director | Investee Company | |
|---|---|---|
| Peter Dicks | Keycom plc | |
| Supporta plc | ||
| Mears Group | ||
| James H Grossman | Abcam plc | |
| Mears Group plc | ||
| Praesepe plc | ||
| Jeremy Hamer | Access Intelligence plc | |
| Avingtrans plc | ||
| Jocelin Harris | Keycom plc | |
| Mears Group plc |
4.7 Save as set out in paragraphs 4.6 and 4.7 above, there are no potential conflicts of interest between the duties of any Director and their private interests and/or other duties.
| Name | Current | Past 5 Years | |
|---|---|---|---|
| Peter Dicks | Capital Accumulation Limited | Boostcareer Limited | |
| Daniel Stewart Securities plc | CM Group Holdings Limited | ||
| Enterprise Capital Trust plc (in liquidation) | GEI Group Limited | ||
| Foresight VCT plc | ISEC Securities Limited | ||
| Foresight 2 VCT plc | Lebanon Holdings (Luxembourg) | ||
| Foresight 3 VCT plc | London Trust Productions Limited | ||
| Foresight 4 VCT plc | The East German Investment Trust plc | ||
| Foresight Clearwater VCT plc | (in liquidation) | ||
| Gartmore Fledgling Trust plc | United Industries plc | ||
| GFT Dealing LimitedGraphite Enterprise | Vencap International plc | ||
| Trust plc | Waterline Group plc |
| Name | Current | Past 5 Years |
|---|---|---|
| Peter Dicks | Mears Group plc | |
| (continued) | Mercia Fund 1 General Partner | |
| Limited | ||
| PCT Finance Limited | ||
| Polar Capital Technology Trust plc | ||
| Private Equity Investor plc | ||
| Second London American Trust plc (in | ||
| liquidation) | ||
| SportingBet plc | ||
| Standard Microsystems | ||
| Corporation (USA) | ||
| SVM UK Emerging Fund plc | ||
| Unicorn AIM VCT plc | ||
| Malcolm Diamond | Cathedral Works Organisation | Centurion Electronics plc |
| (Chicester) Limited | Dechra Pharmaceuticals plc | |
| CWO Holdings Limited | H.S. Jackson & Son (Fencing) Limited | |
| Soundscape Environmental Structures LLP | MY Marketing Limited | |
| Trifast plc | ||
| Unicorn AIM VCT plc Unicorn AIM VCT II plc (in liquidation) |
||
| James H Grossman | Canoel International Energy Limited (Canada) | Champion Communications Services Inc (USA) |
| FreshTL plc | World Gaming plc | |
| Thalassa Holdings Limited (British Virgin | ||
| Islands) | ||
| Unicorn AIM VCT plc | ||
| Jeremy Hamer | Access Intelligence plc | Berkeley Scott Group plc |
| Avingtrans plc | Clisten plc | |
| Fin Dec Limited | Inter Link Foods plc | |
| Rose Bowl plc | Internet Marketing Limited The Internet Marketing Guild Limited |
|
| SQS plc Unicorn AIM VCT plc |
West Country Fine Foods Limited | |
| Unicorn AIM VCT II plc (in liquidation) | (in liquidation) | |
| Westminster Coaching LLP | ||
| Zero 9ine Limited | ||
| Jocelin Harris | Brandbank Limited | Alembic Foods Limited |
| Durrington Corporation Limited | Alembic Products Limited | |
| Eeonyx Corporation (USA) | Automat International Limited | |
| Foresight 2 VCT plc | Cuesol Inc (USA) | |
| Halkin Secretaries Limited | Food Trak Limited | |
| Millenium Mats Limited | M-Box Limited | |
| Queen Mary, University of London Foundation | Performance Brands Limited | |
| Roil Foods Limited | Speed to Market Limited | |
| Roilvest Limited | The Resource Connection Limited | |
| Serres Limited | Teviot Holdings Limited | |
| The St Peter's College Foundation | Teviotdale Windows & Doors Limited | |
| The Webb Partnership Limited | (in liquidation) | |
| Tudor Roof Tile Co. Limited | Tribology Investment Limited | |
| Unicorn AIM VCT plc | Unipower Group Limited | |
| Unipower Solutions Europe Limited | Unipower Solutions Europe (EBT) Limited |
|
| Unipower Systems Limited | ||
5.1.3 no offer is being made, directly, in or into or by the use of emails, or by means of instrumentality (including, without limitation, facsimile, transmission, telex or telephone) or interstate or foreign commerce, or of any facility in a national securities exchange, of the United States, Canada, or Japan. It is the responsibility of investors with registered addresses outside the UK to satisfy themselves as to the observance of the laws of the relevant jurisdiction in connection with the issue of New Shares including the obtaining of any government or exchange control or other consents which may be required, the compliance with any other necessary formalities which need to be observed and the payment of any issue, transfer or other taxes or duties due in such jurisdiction.
Save as disclosed in this paragraph, the Company has not entered, other than in the ordinary course of business, into any contract which is or may be material to the Company within the two years immediately preceding the publication of this document or into any contract containing provisions under which the Company has any obligation or entitlement which is material to the Company as at the date of this document:
6.1 A management agreement dated 1 October 2001 (as supplemented by agreements/deeds dated 20 January 2004, 19 February 2007, 9 March 2010 and 12 April 2010) between the Company (1) and Unicorn AM (2) pursuant to which Unicorn AM provide certain management services to the Company for a fee payable quarterly in advance at a rate of 2 per cent. per annum of the NAV of the Company calculated in accordance with the Company's normal accounting policies, excluding the value of any investments in other funds also managed by Unicorn AM.
Under this agreement, the Manager has agreed to meet the normal annual expenses of the Company (excluding performance incentive fees) in excess of 3.6 per cent. of the net assets of the Company as at the end of each financial year.
The Manager may retain any director's fees which it receives in connection with an investment made by the Company subject to prior written approval of the Company. The Manager is required to account to the Company all syndication, arrangement and transaction fees, commissions, refunds of commissions and interest received by the Manager in connection with the management of the investments of the Company.
The agreement is terminable by either party on 12 months' notice to expire on or after 12 April 2012, subject to earlier termination by either party in the event of, inter alia, a party having a receiver, administrator or liquidator appointed or committing a material breach of the agreement or by the Company if it fails to become, or ceases to be, a VCT for tax purposes or where Unicorn AM ceases to authorised by the Financial Services Authority or if there is a change in control of Unicorn AM. The agreement contains provisions indemnifying Unicorn AM against any liability not due to its default, gross negligence, fraud or breach of the Financial Services and Markets Act 2000.
6.2 A performance incentive agreement dated 12 April 2010 (as amended by a deed of variation dated 12 April 2010 and as supplemented by a side letter dated 14 December 2010) between the Company (1) and Unicorn AM (2) pursuant to which Unicorn AM is to receive performance related incentive fees of 20 per cent. of any excess above 6p per Share of the annual dividends paid to Shareholders subject to the Company maintaining NAV at no less than per Share of 125p or more as calculated in the annual report and accounts for the year relating to payment. Any cumulative shortfalls below the 6p per annum dividend hurdle after the financial period ended on 30 September 2010 will have to be made up in later years.
Although the arrangement allows for the performance incentive calculation to be adjusted in such manner as the auditors confirm in writing where the Company issues further Shares, it has been agreed that no adjustment will be made which would result in a reduction in the requirement to maintain NAV at no less than 125p per Share.
The agreement will terminate automatically if the Company enters into liquidation or if a receiver or manager is appointed or if a resolution is passed that the Company is voluntarily wound up in accordance with the Articles.
An agreement dated 28 January 2010 between the Company (1), the Directors (2), Unicorn AM (3) and Howard Kennedy (4) $6.3$ pursuant to which Howard Kennedy were appointed as sponsor to the Company in connection with the merger of the Company with Unicorn AIM VCT II plc which completed in March 2010. Under the agreement, certain warranties were given by the Company, the Directors and Unicorn AM to Howard Kennedy. The Company also agreed to indemnify Howard Kennedy in respect of its role as sponsor in connection with the Merger. The warranties and indemnity were in usual form for a contract of this type.
Unicorn AM, under the arrangements set out at paragraph 6.1, was paid £686,000, £503,000, £780,000 and £176,000 (accrued to 30 November 2010) (representing 94.1 per cent., 86.7 per cent., 83.9 per cent. and 76.1 per cent. of the Company's income) in the years ended 30 September 2008, 2009 and 2010 and in the current financial year respectively. In addition, Unicorn AM has contributed £56,194 towards the costs of the merger of the Company with Unicorn AIM VCT II plc in March 2010 (and a further amount of £43,806 is due to be paid in March 2011). Unicorn AM, under the arrangements set out at paragraph 6.7, will be entitled to a promotion fee of 5.5 per cent. of the gross proceeds of the Offer which, assuming the Offer is fully subscribed, would amount to £825,000, and from which the costs of the Offer (excluding annual trail commission) will be met. Matrix-Securities Limited, (of which David Royds, a former director of the Company, is a director and material shareholder) was paid £193,000, £195,000, £182,000 and £24,000 (accrued to 30 November 2010) (representing 26.5 per cent., 33.6 per cent., 19.6 per cent. and 10.4 per cent. of the Company's income) in the years ended 30 September 2008. 2009 and 2010 and in the current financial year respectively. Fees paid to directors, were £52,500, £63,164, £77,366 and £15,151 (accrued to 30 November 2010) (representing 7.2 per cent., 10.9 per cent., 8.3 per cent. and 6.6 per cent. of the Company's income) in the years ended 30 September 2008, 2009 and 2010 and the current financial year respectively. Save for the fees as set out in this paragraph 7, there were no related party transactions or fees paid during the years ended 30 September 2008, 2009 and 2010 or to date in the current financial year.
The Board adopts the Association of Investment Companies Code of Corporate Governance ("AIC Code"), as revised in March 2009. The AIC Code addresses all principles set out in Section 1 of the Combined Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Financial Reporting Council (FRC) has confirmed that in complying with the AIC Code the Company will meet its obligations in relation to the Combined Code and paragraph 9.8.6 of the Listing Rules. The Board believes that reporting against the principles of the AIC Code will provide more relevant information to shareholders.
As at the date of this document, the Company has complied with the recommendations of the AIC Code and the relevant provisions of Section 1 of the Combined Code except where noted below. There are certain areas of the Combined Code that the AIC does not consider relevant to investment companies and with which the Company does not specifically comply, for which the AIC Code provides dispensation. These areas are as follows:
As an externally managed investment company, the Company does not employ a chief-executive nor any executive directors. The systems and procedures of Unicorn AM and Matrix-Securities Limited, the provision of VCT monitoring services by PricewaterhouseCoopers LLP, as well as the size of the Company's operations, gives the Board confidence that an internal audit function is not appropriate.
At least four formal Board meetings are scheduled every year and other meetings are held as necessary. Matters specifically reserved for decision by the Board have been defined. These include compliance with the requirements of CA 2006, the UK Listing Authority and the London Stock Exchange; changes relating to the Company's capital structure or its status as a plc; Board and committee appointments and terms of reference of committees; material contracts of the Company and contracts of the Company not in the ordinary course of business. The Board as a whole now considers management engagement, nomination and remuneration matters rather than delegating these to committees, as a majority of the Directors are considered independent of Unicorn AM. Management engagement matters include an annual review of the Company's service providers, with a particular emphasis on reviewing Unicorn AM in terms of investment performance, quality of information provided to the Board and remuneration. The Board as a whole considers Board and committee appointments and the remuneration of individual directors.
The primary focus at each quarterly Board meeting is overall strategy and a review of investment performance, including but not limited to investor relations, peer group information and issues affecting the investment industry as a whole. The Board, with Unicorn AM and the Company's broker, monitors the level of the share price discount and, if considered appropriate, takes action to reduce it. A procedure has been adopted for individual Directors, in the furtherance of their duties, to take independent professional advice at the expense of the Company. The Directors have access to the advice and services of the Company Secretary, which is responsible to the Board for ensuring board procedures are followed. Both the appointment and removal of the Company Secretary are matters for the Board as a whole. Where Directors have concerns which cannot be resolved about the running of the Company or a proposed action, they are asked to ensure that their concerns are recorded in the Board minutes. On resignation, a Director who has any such concerns should provide a written statement to the Chairman, for circulation to the Board. The Board has satisfied itself that the Audit Committee has sufficient resources to undertake its duties.
All Directors are subject to election by Shareholders at the first annual general meeting following their appointment. Each Director retires by rotation at an annual general meeting if they have held office as a director at the two immediately preceding annual general meetings and did not retire at either of those meetings in accordance with the Articles.
In terms of overall length of tenure, the AIC Code does not explicitly make recommendations. Some market practitioners feel that considerable length of service (which has generally been defined as a limit of nine years) may lead to the compromise of a director's independence. The Board does not believe that a director should be appointed for a finite period. Peter Dicks has now served the Company for nine years and the Board considers that he remains independent of the Manager as he continues to offer independent, professional judgement and constructive challenge of the Manager. In accordance with the AIC Code. However, Peter Dicks will offer himself for re-election annually.
The Board has considered whether each Director is independent in character and judgement and whether there are any relationships or circumstances which are likely to affect, or could appear to affect, the Director's judgement and has concluded that, with the exception of Malcolm Diamond, all of the Directors are independent of Unicorn AM. Peter Dicks is a non-executive director and shareholder in Mears Group plc, one of the Company's investee companies. Peter Dicks is also a shareholder in two other investee companies, Keycom plc and Supporta plc. Jocelin Harris is a shareholder in Keycom plc, holding less than 1 per cent. of the issued share capital and has a beneficial interest in Mears Group plc through a pension fund. James Grossman has very small shareholdings in Mears Group plc, Abcam plc and Praesepe plc via a trust fund, holding less than 0.01 per cent. of the issued share capital of each company. Jeremy Hamer is a director and shareholder of Access Intelligence plc and Avingtrans plc, each of which are investee companies. Malcom Diamond holds 0.38 per cent. of Unicorn AM's share capital.
The Directors independent of each conflict considered the circumstances and agreed that all of the Directors remain independent of the Investment Manager, with the exception of Malcolm Diamond, as these relationships are not of a material size to their assets and other business activities nor to those of the Company. The Board considers that Mr Diamond's shareholding in the Manager may appear to affect his independence from the Manager and, therefore, he does not participate in decisions regarding the Manager, and, in particular its continued appointment. There are no other contracts or investments in which the Directors have declared an interest.
The above conflicts, along with other potential conflicts, have been reviewed by the Board in accordance with the procedures under the Articles and applicable rules and regulations (including each Director's duty to promote the success of the Company). The articles allow the Directors not to disclose information relating to the conflict where to do so would amount to a breach of confidence. The Board places great emphasis on the requirement for the Directors to disclose their interests in investments (and potential investments) and has instigated a procedure whereby a Director declaring such an interest does not participate in any decisions
relating to such investments. The Directors inform the Board of changes to their other appointments as necessary. The Board reviews the authorisations relating to conflicts annually. Authorisation will be reviewed should there be a material change in an authorised conflict. Future conflicts of interest will be considered by the Board under the above procedures and will be reported upon accordingly.
The Board aims to include a balance of skills, experience and length of service that the Directors believe to be appropriate to the management of the Company. The Board offers an induction procedure to all new directors and all directors may choose relevant training as and when required. The Chairman fully meets the independence criteria as set out in the AIC Code. During the year, the Board did not operate a formal system of performance evaluation. However, since the year end, it has introduced a formal system of performance evaluation of the Board and the Chairman. The senior independent director evaluates all responses and provides feedback to the Board. The independent directors monitor the continuing independence of the Chairman and inform him of their discussions.
As noted above the Board as a whole considers matters relating to management engagement, nomination and remuneration.
The Audit Committee comprises all of the Directors and Jeremy Hamer acts as Chairman. The Board is satisfied that Jeremy Hamer has recent and relevant financial experience. The Committee meets at least twice a year to review the internal financial and nonfinancial controls, accounting policies and contents of the half-yearly and annual reports to Shareholders. It has primary responsibility for making recommendations on the appointment and removal of the external auditors. The Committee reviews the independence of the auditors and the effectiveness of the audit process annually. Should the Committee be dissatisfied with the standard of service received from the incumbent auditor, a tender process would be undertaken. The Company's external auditors are invited to attend meetings as appropriate.
Audited financial information on the Company is published in the annual reports for the years ended 30 September 2008, 2009 and 2010, which were audited by PKF (UK) LLP of Farringdon Place, 20 Farringdon Road, London EC1M 3AP and were reported on without qualification and contained no statements under section 237(2) or (3) of the CA 1985 or Chapter 3 of Part 16 of CA 2006 (as applicable).
The annual reports referred to above were prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules of the Companies Acts and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies'. The annual reports contain a description of the relevant company's financial condition, changes in financial condition and results of operation for each relevant financial year and are being incorporated by reference and can be accessed at the following website:
and are available for inspection at the National Storage Mechanism, which can be accessed at:
www.hemscott.com/nsm.do
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document
÷
The annual report includes the following information:
| 2008 | 2009 | 2010 | |
|---|---|---|---|
| Description | Annual Report | Annual Report | Annual Report |
| Balance Sheet | Page 36 | Page 36 | Page 41 |
| Income Statement (or equivalent) | Page 35 | Page 35 | Page 40 |
| Statement showing all changes in equity (or equivalent note) | Page 37 | Page 37 | Page 42 |
| Cash Flow Statement | Page 37 | Page 37 | Page 42 |
| Accounting Policies and Notes | Pages 38-52 | Pages 39-53 | Pages 43-44 |
| Auditors' Report | Page 34 | Page 34 | Page 39 |
This information has been prepared in a form consistent with that which will be adopted in the Company's next published annual financial statements having regard to accounting standards and policies and legislation applicable to those financial statements.
The annual report also includes operating/financial reviews as follows:
| 2008 | 2009 | 2010 | |
|---|---|---|---|
| Description | Annual Report | Annual Report | Annual Report |
| Objective | inside front cover | inside front cover | inside front cover |
| Performance Summary | Pages $2-3$ | Pages $2-3$ | Pages 2-4 |
| Results and Dividend | Page 21 | Pages $21-22$ | Page 29 |
| Investment Policy | Page 1 | Page 1 | Page 1 |
| 10 Year Outlook | Page 9 | Page 9 | Page 17 |
| Manager's Review | Pages 6-9 | Pages 6-9 | Pages $7-17$ |
| Portfolio Summary | Pages 10-19 | Pages 10-19 | Pages 18-25 |
| Business Review | Page 21 | Page 21 | Page 28 |
| Valuation Policy | Page 38 | Page 38 | Page 43 |
As at 30 September 2010, the date to which the most recent audited financial information on the Company has been drawn up, the Company had net assets of £62,279,000. The unaudited net assets of the Company as at 30 November 2010 (taken from the unaudited management accounts to 30 November 2010) was £65,933,388.
11.1 The Company is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document.
| Shareholders' Equity | £'000 |
|---|---|
| Called-up share capital | 598 |
| Capital redemption reserve | 240 |
| Share premium account | 25,143 |
| Revaluation reserve | 5.955 |
| Special distributable reserve | 24,263 |
| Profit and loss | 6,080 |
| Total | 62.279 |
11.18 Application has been made for the admission of the New Shares to be issued pursuant to the Offer to be listed on the premium segment of the Official List and application will be made for the New Shares to be admitted to trading on the London Stock Exchange's market for listed securities. A Regulatory Information Service announcement will be made following issues of New Shares pursuant to the Offer confirming the number of Shares issued and the relevant Offer Price. The New Shares will be issued in registered form and no temporary documents of title will be issued. The Company is registered with CREST, a paperless settlement system, and those Shareholders who wish to hold their Shares in electronic form may do so.
11.19 The Company is subject to the investment restrictions relating to a venture capital trust in ITA 2007, as more particularly detailed in Part VIII of this document, and in the Listing Rules which specify that (i) the Company must, at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with its published investment policy as set out in page 16 of this document; (ii) the Company must not conduct any trading activity which is significant in the context of its group as a whole; and (iii) the Company may not invest more than 10 per cent., in aggregate, of the value of the total assets of the issuer at the time an investment is made in other listed closed-ended investment funds. Any material change to the investment policy of the Company will require the approval of Shareholders pursuant to the Listing Rules. The Company intends to direct its affairs in respect of each of its accounting periods so as to qualify as a venture capital trust and accordingly:
Copies of the following documents will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document until the offer closes at the offices of Martineau, New Bridge Street, London EC4V 6BW and also at the registered office of the Company:
14 December 2010
| "Admission" | admission of the New Shares allotted under the Offer to the premium segment of the Official List and to trading on the London Stock Exchange becoming effective |
||
|---|---|---|---|
| "AIM" | the AIM Market of the London Stock Exchange | ||
| "Annual General Meeting" | the annual general meeting of the Company to be held on 7 January 2011 | ||
| "Application Form" | the application form for use in respect of the Offer set out in this document | ||
| "Articles" | the articles of association of the Company | ||
| "Board" | the board of Directors of the Company | ||
| "Business Day" | means any day on which banks are generally open for business in London, other than a Saturday |
||
| "CA 2006" | the Companies Act 2006 (as amended) | ||
| "Capita Registrars" | a trading name of Capita Registrars Limited | ||
| "Companies Acts" | the CA 2006 and Companies Act 1985 (as applicable) | ||
| "Company" | Unicorn AIM VCT plc | ||
| "CREST" | the computerised settlement system to facilitate the transfer of title to securities in uncertified form operated by Euroclear UK & Ireland Limited |
||
| "Directors" | the directors of the Company, and each a "Director" | ||
| "Disclosure and Transparency Rules" | the Disclosure and Transparency Rules of the UKLA | ||
| "EEA States" | the member states of the European Economic Area | ||
| "FSA" | the Financial Services Authority | ||
| "FSMA" | the Financial Services and Markets Act 2000 | ||
| "HMRC" | HM Revenue & Customs | ||
| $"$ ITA $"$ | the Income Tax Act 2007 | ||
| "IPEVC" | International Private Equity and Venture Capital Valuation Guidelines | ||
| "Manager" or "Unicorn AM" | Unicorn Asset Management Limited | ||
| "Memorandum" | the memorandum of association of the Company | ||
| "NAV" or "net asset value" | the net asset value of a company calculated in accordance with that company's accounting policy |
||
| "New Shares" | new Shares to be issued pursuant to the Offer | ||
| "Offer" | the offer for subscription of New Shares described in the Prospectus | ||
| "Offer Price" | the price at which New Shares will be allotted under the Offer as per the Pricing Formula | ||
| "Official List" | the Official List maintained by the UKLA | ||
| "Pricing Formula" | the calculation of the price at which the New Shares will be allotted in Company, being the latest published NAV of an existing Share divided by 0.945 (to allow for issue costs of 5.5 per cent.) rounded up to the nearest 1p per New Share |
||
| "Prospectus" | this document | ||
| "Qualifying Company" | an unquoted (including an AIM-listed) company which satisfies the requirements of Part 4 of Chapter 6 of the Tax Act |
| "Qualifying Investor" | an individual aged 18 or over who is resident in the United Kingdom and who invests in the Companies |
|---|---|
| "Receiving Agent" | Capita Registrars |
| "Resolutions" | resolutions 9 and 10 to be proposed at the Annual General Meeting |
| "Shareholders" | holders of Shares, and each a "Shareholder" |
| "Shares" | ordinary shares of 1p each in the capital of the Company, and each a "Share" |
| "UK Listing Authority" or "UKLA" | the FSA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
| "United States" or "US" | the United States of America, its states, territories and possessions (including the District of Columbia) |
| "VCT Value" | the value of an investment calculated in accordance with Section 278 of the Tax Act |
| "Venture Capital Investments" | shares in, or securities of, a Qualifying Company held by a venture capital trust which meets the requirements described in Parts 3 and 4 of Chapter 6 to the Tax Act |
| "venture capital trust" or "VCT" | a venture capital trust meeting the conditions set out in Section 259 ITA 2007 |
h. agree that all documents in connection with the Offer and any returned monies will be sent at your risk and may be sent by post to you at your address as set out in the Application Form;
i. agree that, having had the opportunity to read the Prospectus (and any supplementary prospectus issued by the Company and filed with the FSA), you shall be deemed to have had notice of all information and representations concerning the Company contained in the Prospectus (and any supplementary prospectus) issued by the Company and filed with the FSA (whether or not so read);
limitation, the Company (after consultation with Howard Kennedy) may accept applications made otherwise than by completion of an Application Form where the applicant has agreed in some other manner to apply in accordance with these Terms and Conditions. The Offer is not underwritten. The Offer will be suspended if at any time the Company is prohibited by statute or other regulations from issuing New Shares. The Offer is for subscription of New Shares to raise up to £15 million (subject to a maximum of 17.5 million New Shares being issued). The Board, however, reserves the right to increase the size of the Offer (subject to the issue of a supplementary prospectus).
Completed Application Forms with the appropriate remittance must be posted or delivered by hand (during normal business hours) to Capita Registrars, Corporation Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The Offer opens on 14 December 2010 and will close on 30 June 2011 (or earlier if fully subscribed or at the discretion of the Board). The Board in its absolute discretion may also decide to extend the Offer. If you post your Application Form, you are recommended to use first class post and to allow at least two business days for delivery.
It is expected that dealings in the New Shares will commence within three business days following allotment and that share certificates will be dispatched within ten business days of allotment of the New Shares. Allotments will be announced on an appropriate Regulatory Information Service.
Temporary documents of title will not be issued. Dealings prior to receipt of share certificates will be at the risk of applicants. A person so dealing must recognise the risk that an application may not have been accepted to the extent anticipated or at all.
To the extent that any application is not accepted any payment will be returned without interest by returning the applicant's cheque or banker's draft or by sending a crossed cheque in favour of the applicant through the post, at the risk of the person entitled thereto.
It is essential that you complete all parts of the Application Form in accordance with the following instructions. Authorised financial intermediaries MUST read Points 5 and 6 of these notes.
Investors may make multiple applications using more than one Application Form.
Insert your full name, address, date of birth and National Insurance Number in BLOCK CAPITALS and black ink in Box 1.
Applications can only be made by persons over the age of 18.
Please provide a daytime telephone number and email address in case of query.
Insert in Box 2 the amount of money you wish to subscribe for New Shares pursuant to the Offer. Your application must be for a minimum of £5,000 and thereafter in multiples of £1,000.
Payments must be made by cheque or bankers' draft in pounds sterling drawn on a branch in the United Kingdom of a bank or building society. Cheques, which must be drawn on the personal account of the individual investor where they have sole or joint title to the funds, should be made payable to "Capita Registrars Limited re Unicorn AIM VCT Offer". Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the building society or Bank has confirmed the name of the account holder by stamping or endorsing the building society cheque/bankers' draft to such effect.
The account name should be the same as that shown on the application.
Under the Money Laundering Regulations 2007, Capita Registrars Limited (Capita) may be required to check the identity of persons who subscribe for in excess of the sterling equivalent of €15,000 (approximately £12,000) of New Shares.
Capita may therefore undertake electronic searches for the purposes of verifying identity. To do so Capita may verify the details against the Applicant's identity, but also may request further proof of identity. Capita Registrars reserve the right to withhold any entitlement (including any refund cheque) until such verification of identity is completed to its satisfaction.
Sign and date Box 3.
The Application Form may only be signed by someone other than the applicant named in Box 1 if duly authorised to do so. In such cases the original Power of Attorney (or other relevant legal document) or duly certified copy thereof must be enclosed for inspection.
All dividends on new shares may be paid directly into your bank or building society account. In order to facilitate this please complete the mandate instruction form in Box 4.
IFA's must complete (in BLOCK CAPITALS) and STAMP (giving their full name and address) and Box 5, giving a contact name, telephone number, email address and details of their authorisation under the Financial Services and Markets Act 2000. The right is reserved to withhold any payment of commission if the Company is not, at its sole discretion, satisfied that the agent is authorised or is unable to identify the agent on the basis of the information provided.
Please note: Commission cheques will be made payable only to the IFA detailed in Box 5.
If you complete and stamp Box 5 on page 58 of the Application Form you are warranting that the applicant is known to you and that you have completed all the verification procedures as required by the relevant rules and guidance of the FSA, the Joint Money Laundering Steering Group Guidance Notes and other anti-money laundering laws and regulations as may be considered appropriate.
You also confirm that this information can be relied upon by the Receiving Agent and will, subject to reasonable notice, be made available to the Company or the Receiving Agent for inspection upon request.
In the event of delay or failure to produce such information, the Company may refuse to accept an application for the Offer.
Complete Box 6 to show the commission structure you wish to receive. If Box 6 is not completed or the election is unclear, commission of 3.25 per cent, will be paid in cash, providing box 5 has been completed correctly.
IFA's must complete and stamp Box 5 and complete Box 6 in order to receive commission. Commission cheques will only be issued in accordance with the details submitted on the Application Form. No other form of instruction will be accepted.
If you have any queries regarding the procedure for application and payment please call the Capita Registrars VCT Helpline on 0871 664 0324.
Calls to the 0871 664 0324 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline will not be able to provide advice on the merits of the Offer or give any personal tax, investment or financial advice.
Return this form by post or (during normal business hours only) by hand to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU to arrive no later than 12.00 pm on 5 April 2010 in respect of applications for the 2010/2011 tax year and 12.00 pm on 30 June 2011 in respect of the 2011/2012 tax year (unless extended).
A: If Capita Registrars has any questions about your application it will contact you by telephone or email in the first instance so it is important that you provide your contact information on the Application Form. Applications will be accepted at the discretion of the Board, though the Board intends to meet applications on a 'first come, first served' basis.
A: The Company's Registrar, Capita Registrars, will send share and tax certificates approximately ten business days after the allotment of shares. Allotments will be announced via a Regulatory Information Service.
Peter Frederick Dicks (Chairman) Malcolm McDonald Diamond James H Grossman Jeremy John Hamer Jocelin Montague St John Harris
(all of the registered office)
One Vine Street London W1J 0AH
Telephone: 020 3206 7000 Email: [email protected] Website: www.unicornaimvct.com
Unicorn Asset Management Limited First Floor Office Preacher's Court The Charterhouse Charterhouse Square London EC1M 6AU
Matrix-Securities Limited One Vine Street London W1J OAH
Martineau No. 1 Colmore Square Birmingham B4 6AA
Howard Kennedy 19 Cavendish Square London W1A 2AW
Capita Registrars Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
National Westminster Bank plc City of London Office PO Box 12264 1 Princes Street London EC2R 8PB
PKF (UK) LLP Farringdon Place 20 Farringdon Road London EC1M 3AP
Matrix Corporate Capital LLP One Vine Street London W1J 0AH
The Bank of New York Mellon One Canada Square London E14 5AL
Capita Registrars Northern House Woodsome Park Fenay Bridge Huddersfield HD8 OGA
IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE YOU ARE RECOMMENDED TO CONSULT A PERSON AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 WHO SPECIALISES IN ADVISING ON THE ACOUISITION OF SHARES AND OTHER SECURITIES.
Before completing this Application Form you should read the Terms and Conditions of Application and Application Procedure.
The Offer opens on 14 December 2010 and closes at 12.00 pm on 30 June 2011 (or earlier if the maximum subscription level has been reached before this time or at the discretion of the Board).
Make your cheque payable to Capita Registrars Limited re: Unicorn AIM VCT Offer (crossed A/C payee only) and return it together with this form by post or (during normal business hours only) by hand to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received no later than 12.00 pm on 5 April 2010 in respect of applications for the 2010/2011 tax year and 12.00 pm on 30 June 2011 in respect of the 2011/2012 tax year (unless extended or fully subscribed before this date).
If you require assistance or have any queries regarding the completion of this application form please call the Capita Registrars VCT Helpline on 0871 664 0324.
Calls to the 0871 664 0324 number cost 10p per minute (including VAT) plus your service provider's network extras. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline will not be able to provide advice on the merits of the Offer for Subscription or give any personal tax, investment or financial advice.
| Santa Mariti Title CANDIDATE IN CASE AND A REAL PROPERTY |
Surname | Man be Many Concerning | San Marita (San Marita (San Marita) | ||
|---|---|---|---|---|---|
| First Name | |||||
| Home Address | |||||
| Postcode | |||||
| Daytime Telephone Number | Email Address | ||||
| National Insurance Number | Date of Birth and a consequence compared and produc- |
I wish to invest the following amount in the Company in New Shares at the Offer Price based on the Pricing Formula:
| . Amount (E) |
_________ . mount (E) |
$-0.4 - 0.7$ | |
|---|---|---|---|
| 2010/2011 Tax Year |
2011/2012 Tax Year |
V. H. |
|
| Total | |||
| Research of the community of the community of the community |
By signing this form I HERBY DECLARE THAT:
(iii) to the best of my knowledge and belief, the particulars I have given the Company are correct.
| Signatur | ||
|---|---|---|
| the company of the company of the |
Dividends on New Shares held in Unicorn AIM VCT plc can be paid into your bank or building society account. To arrange for all future dividend payments to be paid directly into your account, please complete and sign the mandate instruction form below.
Dividends paid directly to your account will be paid in cleared funds on the dividend payment date. You will receive the corresponding tax voucher by post advising you of the payment amount and date. Your bank or building society statement will identify details of the dividend as well as the date and amount paid.
| Bank | ||||
|---|---|---|---|---|
| Branch Title | ita ka kabang 23 masa kata tanggal ng kabang ang masa ng mga kata ng mga kata ng matanggang ng mga mga mga mga | 1440 Milion and Antonio | ||
| Address | ASAN MENTERATURUNG KENYANG ATAWA NG MANGANG ANG KANANG MANGANG ANG KANANG MANGANG KANANG KANANG PANGANG ANG KA | |||
| Sort Code | ma ganggan sisteman ng sare | Post Code | SPERFORMAN COMPANY CONSISTENTIAL AND ARRANGEMENT .2255000 |
|
| Account Name | vennamment Barn nammenmann Till som omr Maatiisatuunnikkaasuussa myös on tukaasta kasuusaa tainotaa vastustustusta koksi kuista sittävät koksi kuulita |
Account Number | ||
| Signature | KAMBANG PERSONAL NG PARTITION NA PARA NG PANGANG PANGANG PANG PANG PANG PANG | Date | valasida kontata vitima adalaan kessaa tahun ka maganitus |
By completing and stamping Box 5 below you are deemed to have given the warranty and undertaking set out in Note 6 of the accompanying Notes on Completion of the Application Form.
| CONTROL MAAILMAN IFA STAMP la! |
Name of Firm | |
|---|---|---|
| FSA Number | and the property - SAN MORTAL PROVINCI SONO CON CONSTANTI PROVINCI A |
|
| Signature | . The device is a linear instance of considerability of the construction of the construction of | |
| Print Name | - 1989/10000000000000000000000000000000000 | |
| Position | MARKERS SERVICES | |
| Date | COMMUNICATIONS INTERVIEWS/INTERVIEW/AND CONTRACTOR | |
| 1999. The contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the cont | Telephone No. | Hill The Construction of the Construction |
In order to receive commission you must complete and stamp Box 5 above and complete Box 6 below, clearly indicating the commission structure you wish to receive.
INSTRUCTIONS:
| BOX A Commission 2.25% Example |
BOX B Pay to IFA 1.75 % Example |
BOX C Waive & Reinvest $0.5$ % Example |
BOX D TOTAL $7.25\%$ |
For Official Use Only Example |
|---|---|---|---|---|
| ≫ 2.25% |
W. | 96 | 纀 |
| Intermediary Bank Details | |
|---|---|
| Name of Intermediary | utati No |
| Account Name | |
| Sort Code | |
| Account Number | |
| a se poder de la construcción de la construcción de la construcción de la construcción de la construcción de l |
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