Regulatory Filings • Feb 1, 2011
Regulatory Filings
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If you are in any doubt as to the action to be taken, you should consult your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 ("FSMA").
This document constitutes a supplementary prospectus prepared in accordance with the Prospectus Rules and approved by the FSA in accordance with section 85 of FSMA (the "Supplementary Prospectus"). This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus dated 19 March 2010 (the "Prospectus"), issued by Hargreave Hale AIM VCT 1 plc ("Hargreave Hale 1") and Hargreave Hale AIM VCT 2 plc ("Hargreave Hale 2") (together the "Companies" and each a "Company"), relating to an offer for subscription of ordinary shares of 1p each ("Shares") to raise up to £10,000,000 (the "Offer"), and the supplemental prospectus issued by the Companies on 23 June 2010 (the "2010 Supplemental Prospectus"). Except as expressly stated herein, or unless the context otherwise requires, the definitions used or referred to in the Prospectus also apply in this Supplementary Prospectus.
The Companies and the Directors of the Companies accept responsibility for the information contained in this Supplementary Prospectus, the 2010 Supplemental Prospectus and the Prospectus. To the best of the knowledge and belief of the Companies and the Directors of the Companies (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplementary Prospectus, the 2010 Supplemental Prospectus and in the Prospectus 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 Howard Kennedy is acting for the Companies and no-one else in connection with the Offer and the Supplementary Prospectus and (subject to the responsibilities and liabilities imposed by FSMA and the regulatory regime established thereunder) will not be responsible to any other person for providing the protections afforded to customers of Howard Kennedy or for providing advice in connection with the Offer.
(Incorporated in England and Wales under the Companies Act 1985 with registered number 05206425)
(Incorporated in England and Wales under the Companies Act 1985 with registered number 05941261)
The Companies will accept withdrawals of applications already received on behalf of the Companies until 5pm on 3 February 2011 only where these relate to applications which have been submitted for Shares and which have not yet received an allotment of Shares. In such cases, investors who wish to withdraw their applications or indicate their acceptance should contact Hargreave Hale Limited on telephone number 0207 009 4937 (no investment advice can be given). Withdrawals of such applications can be made by telephone. If investors wish to withdraw applications which have received an allotment of Shares, then they should take their own legal advice as to whether withdrawal is possible in such cases.
A copy of this Supplementary Prospectus may be viewed on the National Storage Mechanism (NSM) of the UKLA at http://www.hemscott.com/nsm.do, and the 2010 Supplementary Prospectus and the Prospectus may be viewed on the Companies' website at www.hargreave-hale.co.uk/VCT/aimvct and www.hargreave-hale.co.uk/VCT/aimvct2, or by collection from the offices of Hargreave Hale Limited at 9-11 Neptune Court, Hallam Way, Blackpool FY4 5LZ and from Howard Kennedy, 19 Cavendish Square, London W1A 2AW.
This Supplementary Prospectus is being published in relation to the Offer. The Supplementary Prospectus is a regulatory requirement under the Prospectus Rules following the publication of the annual report and accounts for the year ended 30 September 2010 for Hargreave Hale 1, as the publication of such a document in the period of the Offer, and the bringing forward of the closing date of the Offer, each constitutes a significant new factor in relation to the relevant Company. This Supplementary Prospectus has been approved for publication by the FSA. Full copies of the annual report and accounts for the period ended 30 September 2010 for Hargreave Hale 1 are available on the Companies' website (www.hargreave-hale.co.uk/VCT/aimvct).
On 11 January 2011 Hargreave Hale 1 published its annual report and accounts covering the year to 30 September 2010 (the "Annual Report"). By virtue of this document, the Annual Report is incorporated in, and forms part of, the Prospectus. In the Annual Report, the Company reported that as at 30 September 2010 the net assets were £16.55 million, giving a net asset value per Ordinary Share of 62.67 pence.
These matters specifically amend the financial information on Hargreave Hale 1 contained in the paragraph "Attractive Track Record and Returns", which is set out in the Summary of the Prospectus (as updated by the 2010 Supplemental Prospectus).
On the 9 July 2010 the Boards of the Companies announced that the Offer in relation to the 2010/2011 tax year had been extended and would close on 18 March 2011 (unless fully subscribed earlier). To ensure that the any shares applied for under the Offer are issued and admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities within the applicable regulatory timescales, the Boards of the Companies announce that the Offer will now close on Tuesday, 8 March 2011 (unless fully subscribed earlier).
These matters specifically amend the information on the Companies contained in the paragraph "The Offer", which is set out in the Summary of the Prospectus (as updated by the 2010 Supplemental Prospectus).
As at the date of this document, Hargreave Hale 1 has raised gross proceeds of over £0.91 million. Pursuant to the Offer, 1,379,813 Shares in Hargreave Hale 1 have been issued and admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities, the last allotment of 81,436 Shares having taken place on 14 December 2010.
As at the date of this document, Hargreave Hale 2 has raised gross proceeds of over £1.21 million. Pursuant to the Offer, 1,122,238 Shares in Hargreave Hale 2 have been issued and admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities, the last allotment of 59,421 Shares having taken place on 14 December 2010.
Copies of the document incorporated by reference in the Prospectus can be obtained free of charge from the offices of Howard Kennedy and from the website of Hargreave Hale 1 at www.hargreavehale.co.uk/VCT/aimvct.
To the extent that there is any inconsistency between any statement in or incorporated by reference in this document and any other statement in or incorporated by reference in the Prospectus (as updated by the 2010 Supplemental Prospectus), the statements in or incorporated by reference in this document will prevail.
The information set out below is incorporated by reference in this document, and is available as indicated:
| Information incorporated by reference | Page references of Hargreave Hale 1 annual report and accounts for the year ended 30 September 2010 |
|---|---|
| Chairman's Statement | 5 |
| Manager's Report | 8 |
| Investment Portfolio Summary | 10 |
| Top Ten Investments | 12 |
| Directors' Report | 15 |
| Directors' Remuneration Report | 18 |
| Corporate Governance | 20 |
| Independent Auditors' Report | 24 |
| Income statement | 26 |
| Balance Sheet | 27 |
| Cash flow statement | 28 |
| Reconciliation of movements in shareholders' funds | 28 |
| Notes to the Financial Statements | 30 |
Since 30 September 2010 (being the end of the last financial period for which audited financial information has been published), the net asset value per Ordinary Share of Hargreave Hale 1 increased from 62.67 pence to 69.84 pence (as at 21 January 2011). With the exception of this, there has been no significant change in the financial or trading position of Hargreave Hale 1 since 30 September 2010.
Since 31 August 2010 (being the end of the last 6 month financial period for which unaudited financial information has been published), the net asset value per Ordinary Share of Hargreave Hale 2 has increased from 92.97 pence to 108.92 pence (as at 21 January 2011). With the exception of this, there has been no significant change in the financial or trading position of Hargreave Hale 2 since 31 August 2010.
1 February 2011
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