Pre-Annual General Meeting Information • Feb 3, 2012
Pre-Annual General Meeting Information
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If you are in any doubt as to what action you should take, you should consult your own independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your shares in Ventus VCT plc or Ventus 2 VCT plc, please send this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
The Companies, and the Directors whose names appear on page 14, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Companies 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.
(Incorporated in England and Wales under the Companies Act 1985 with registered number 5205442)
(Incorporated in England and Wales under the Companies Act 1985 with registered number 5667210)
Your attention is drawn to the letter from the Chairmen of the Companies set out on pages 4 to 10 which contains a recommendation to vote in favour of the Resolutions to be proposed at the General Meeting.
You will find on pages 22 to 27 a notice of the General Meetings to be held on 8 March 2012 at 10.30am for Ventus and 11.00am for Ventus 2 (or as soon as practicable thereafter as the Ventus General Meeting has concluded or been adjourned) to approve the Resolutions. The General Meetings will be held at 36-38 Berkeley Square, London, W1J 5AE. To be valid, the form of proxy enclosed with this document for the General Meeting should be returned not less than 48 hours before the General Meeting, either by post or by hand (during business hours only) to Capita Registrars, PXS, 34 Beckenham Rd, Beckenham, BR3 4TU.
The Ordinary Shares will be purchased under the Tender Offers at the Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange at the time of the purchase (adjusted for any dividends paid subsequent to such announcement), divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny.
| Expected Timetable | Page |
|---|---|
| Letter from the Chairman | 3 |
| Terms of the Tender Offers | 4 |
| 11 | |
| Conditions of the Tender Offers | 11 |
| Ordinary Shares Tendered | 11 |
| Scaling Back | 12 |
| Acceptance Period | 13 |
| Settlement | 13 |
| Additional Information | 14 |
| Responsibility and Registered Office | 14 |
| Issued Share Capital | 14 |
| Directors' and Other Interests | 14 |
| Significant Shareholdings | 14 |
| Material Contracts | 15 |
| Directors' Service Contracts and Remuneration | 15 |
| Unusual/Significant Transactions | 15 |
| Significant Changes | 16 |
| Litigation | 16 |
| Related Party Transactions | 16 |
| General | 16 |
| Documents Available for Inspection | 17 |
| Definitions | 18 |
| Notices of General Meetings of Ventus VCT plc and Ventus 2 VCT plc | 22 |
| Forms of Proxy | 28 |
| Tender Forms | 32 |
| Additional Information Relating to CREST | 41 |
| Publication of Circular | 3 February 2012 |
|---|---|
| Latest time and date for receipt of proxy forms for: | |
| General Meeting of Ventus VCT plc | 10.30 am on 6 March 2012 |
| General Meeting of Ventus 2 VCT plc | 11.00 am on 6 March 2012 |
| General Meeting of Ventus VCT plc | 10.30 am on 8 March 2012 |
| General Meeting of Ventus 2 VCT plc | 11.00 am on 8 March 2012 (or as soon as practicable thereafter as the Ventus General Meeting has concluded or been adjourned) |
| Record Date for Tender Offer | 19 March 2012 |
| Latest time and date for receipt of Tender Forms | 1.00 pm on 26 March 2012 |
| Latest time and date for receipt of TTE instructions by Capita Registrars Limited |
1.00 pm on 26 March 2012 |
| Announcement of take up under the Tender Offer | 27 March 2012 |
| Allotment of new Ordinary Shares under the Ordinary Share Offers in respect of Ordinary Shares subscribed for out of the proceeds of the Tender Offers |
by 5 April 2012 |
If there are any significant changes to the above times and/or dates Ordinary Shareholders
will be notified by an announcement through a regulatory information service.
Ventus VCT plc Ventus 2 VCT plc The Registry 34 Beckenham Road Beckenham, Kent BR3 4TU
3 February 2012
Dear Shareholder,
This Circular explains the Tender Offers and the Ordinary Share Offers which the Companies are proposing to undertake, which proposals require Shareholder approval under the Companies Act 2006 and under the Listing Rules.
One of the benefits of investing in a VCT is that investors are entitled to receive income tax relief on their subscription for shares, currently at the rate of 30%. Once these shares have been held for five years, investors can sell them without losing the initial tax relief. Should they wish to, investors may then reinvest the sale proceeds into new VCT shares and obtain further income tax relief.
As approximately 90% of the Ordinary Shares in issue for both Companies were subscribed for more than five years ago, the Boards have decided to facilitate this process for Ordinary Shareholders by holding Tender Offers, under which an Ordinary Shareholder participating in the Tender Offer will be able to sell his or her Ordinary Shares back to the relevant Company at a price per share equal to that Company's Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange at the time of purchase (adjusted for any dividends paid subsequent to such announcement), divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny, subject to the Ordinary Shareholder applying the full proceeds of his or her share sale to subscribe for new Ordinary Shares under the relevant Ordinary Share Offer announced by the Companies today. Ordinary Shareholders who participate in a Tender Offer and reinvest the proceeds in the Ordinary Share Offers should be entitled to income tax relief in the 2011/12 tax year at the rate of 30% on the amount reinvested, subject to their personal tax circumstances, on which they should take independent tax advice.
Selling Ordinary Shares in a Tender Offer may, depending on your personal tax position, have adverse tax consequences. If you sell Ordinary Shares which you subscribed for within the past five years, you will have to repay the initial tax relief you received in relation to the subscription for these Ordinary Shares. You should read carefully the section of this letter headed "Taxation" and if you are in any doubt about how to proceed you should consult an authorised financial adviser.
The Tender Offers are not available to "C" Shareholders. All of the "C" Shares in issue were subscribed for less than five years ago, so it is not appropriate for the Companies to undertake tender offers for these share classes at this stage as any disposal of "C" Shares will result in a loss of VCT tax reliefs.
At today's date, Ventus has 16,384,793 Ordinary Shares in issue and Ventus 2 has 24,537,560 Ordinary Shares in issue. Under the Tender Offers described in this document, Ventus proposes to purchase up to 12,000,000 of its Ordinary Shares from those Ordinary Shareholders on the register on the Record Date (being 19 March 2012), and Ventus 2 proposes to purchase up to 14,000,000 of its Ordinary Shares from those Ordinary Shareholders on the register on the Record Date (being 19 March 2012). There is no minimum number of Ordinary Shares which Shareholders must tender in order for the Tender Offers to proceed. The actual number of Ordinary Shares purchased under each Tender Offer is subject to the discretion of each Company's Directors and will be subject to each Company's distributable reserves available for buying back Ordinary Shares.
Each Ordinary Shareholder who is a registered shareholder in the relevant Company as at 5.00 pm on 19 March 2012 is entitled to sell his Ordinary Shares to Ventus or Ventus 2, as the case may be, at a price per Ordinary Share equal to the latest published unaudited Net Asset Value per Ordinary Share (adjusted for any dividends paid subsequent to such publication) of the relevant Company immediately prior to allotment, divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny. As at 31 August 2011, the unaudited Net Asset Value per Ventus Ordinary Share was 107.0p and per Ventus 2 Ordinary Share was 59.6p. Subsequent to the payment by Ventus of an Ordinary Share dividend of 1.5p per Ordinary Share on 11 January 2012, the adjusted Net Asset Value per Ventus Ordinary share at 31 August 2011 was 105.5p.
If applications under the Ventus Tender Offer exceed 12,000,000 Ordinary Shares or if applications under the Ventus 2 Tender Offer exceed 14,000,000 Ordinary Shares (or such lower numbers as the Directors of each Company may, in their discretion, determine), Ordinary Shareholders applying to tender their Ordinary Shares will be scaled back on a prorata basis. If part only of a holding of Ordinary Shares is successfully tendered pursuant to the Tender Offers, the relevant Ordinary Shareholder will be entitled to receive either a balance certificate in respect of the unsold Ordinary Shares or, if the Ordinary Shares are held in uncertificated form (i.e. CREST), a transfer by TFE instruction for the balance of the unsold Ordinary Shares.
An Ordinary Shareholder participating in the Tender Offer will be able to sell his or her Ordinary Shares back to the relevant Company at a price per Ordinary Share equal to that Company's Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange at the time of purchase (adjusted for any dividends paid subsequent to such announcement), divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny, subject to the Ordinary Shareholder applying the full proceeds of his or her Ordinary Share sale to subscribe for new Ordinary Shares under the relevant Offer, as described in the Ordinary Share Prospectus, a copy of which is enclosed with this document. Application will be made to the UK Listing Authority for such new Ordinary Shares to be admitted to the premium listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. It is expected that the admission will become
effective, and that dealings in these new Ordinary Shares will commence within 10 business days of the issue of such new Ordinary Shares and that share certificates will be dispatched to Ordinary Shareholders within 15 business days of the issue of such new Ordinary Shares. The new Ordinary Shares will be issued in registered form and evidence of title will be through (i) possession of a share certificate in the Ordinary Shareholder's name or (ii) settlement of the transactions in the new Ordinary Shares - following their admission to the premium listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities - within the CREST system if Ordinary Shareholders wish.
The new Ordinary Shares in each Company will rank pari passu in all respects with each other and with the existing Ordinary Shares in that Company. In accordance with the terms of the Ordinary Share Offers, the new Ordinary Shares will be issued at a price per Ordinary Share equal to the latest published Net Asset Value per Ordinary Share (adjusted for any dividends paid subsequent to such publication). An Ordinary Shareholder who participates in a Tender Offer will be issued additional Ordinary Shares in the relevant Company equal to 3.5% of the amount subscribed with proceeds from the Tender Offer(s), so for each existing 1,000 Ordinary Shares tendered an Ordinary Shareholder will receive approximately 981 new Ordinary Shares (i.e., 1.035 x 1,000 ÷ 1.055). The Tender Offers will open at the same time as applications can be made under the Ordinary Share Offers but will close at 1.00 pm on 26 March 2012.
The Ordinary Shares purchased by the Companies pursuant to the Tender Offers will be cancelled and not re-issued and will not rank for any dividends declared or paid on or after completion of the Tender Offers. The issued share capital of the Companies will be reduced by the nominal amount of those Ordinary Shares that are cancelled.
A copy of this document and the accompanying Ordinary Share Prospectus have been submitted to HMRC who have confirmed that, subject to the personal circumstances of investors, they should be eligible for VCT income tax relief of up to 30 per cent of the total amount subscribed for in the Ordinary Share Offers out of the proceeds of sale of Ordinary Shares disposed of under the Tender Offers.
Ventus is raising up to £15 million and Ventus 2 is raising up to £10 million by way of issues of new Ordinary Shares at a price per new Ordinary Share for each Company equal to the relevant Company's unaudited Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange at the time of purchase (adjusted for any dividends paid subsequent to such announcement). There is no minimum subscription for the Ordinary Share Offers to proceed.
For each Company, the participation of Ordinary Shareholders in the relevant Tender Offer is conditional upon (i) the Ordinary Share Offer for the relevant Company being launched; (ii) all of the Resolutions being passed at the General Meetings; (iii) the Company having sufficient distributable reserves available to buy back the Ordinary Shares being bought back; (iv) a Participating Ordinary Shareholder agreeing that the proceeds of the Tender Offer be invested under the Ordinary Share Offers; (v) the Participating Ordinary Shareholder's Ordinary Shares being held in the Participating Ordinary Shareholder's own name if certificated, or in a nominated CREST account of which the Ordinary Shareholder has a beneficial ownership; and (vi) the Ordinary Shares continuing to be held by the Participating Ordinary Shareholder until the completion of the Tender Offer.
The funds required for the Tender Offers, and the stamp duty payable by each Company as a result (see "Taxation" below), will be financed from each Company's cash and liquid resources to the extent possible. To the extent that cash and liquid resources are insufficient, a Company's Tender Offer will be financed in whole or in part from the proceeds from that Company's Ordinary Share Offer.
Approximately 90% of the Ordinary Shares in issue for both Companies were subscribed for more than five years ago. Ordinary Shareholders are able to sell Ordinary Shares allotted before 27 March 2007 without forfeiting the initial income tax relief granted in respect of the subscription for these Shares. However, some Ordinary Shares were subscribed for within the past five years, including all Ordinary Shares subscribed for in the 2009 Top-up Offer. Ordinary Shareholders who sell Ordinary Shares subscribed for on or after 27 March 2007 will have to repay the initial income tax relief granted in respect of these Shares. Ordinary Shareholders who subscribed for Ordinary Shares on more than one occasion should note that the Ordinary Shares acquired first will be treated for taxation purposes as being disposed of first (i.e., first in, first out). For example, if an investor who acquired Ventus Ordinary Shares (or Ventus 2 Ordinary Shares) in the 2009 Top-up Offer and subsequently acquired Ventus Ordinary Shares (or Ventus 2 Ordinary Shares) in the secondary market were to tender his or her Ordinary Shares under the Tender Offers, that investor's Ordinary Shares acquired in the 2009 Top-up Offer would be treated as having been disposed of first and the investor would therefore be required to forfeit the income tax relief granted in the 2009-10 tax year with respect to those Ordinary Shares.
Ordinary Shareholders of Ventus 2 who at one time held Ordinary Shares in Ventus 3 should note that the exchange of Ventus 3 Shares for new Ventus 2 shares pursuant to the Merger on 6 May 2010 did not constitute a disposal of the Ventus 3 Ordinary Shares for the purposes of UK taxation. Instead, the Ventus 2 Ordinary Shares issued on 6 May 2010 in connection with the Merger are treated as having been acquired at the same time and at the same cost as the Ventus 3 Ordinary Shares from which they were derived. As such, Ventus 2 Ordinary Shares derived from Ventus 3 Ordinary Shares issued pursuant to the 2006 Offer have been held for more than five years and Ordinary Shareholders could tender such Ordinary Shares under the Tender Offer without losing the income tax relief received in the year of the original subscription.
If you are considering selling Ordinary Shares in the Tender Offers you are strongly advised to seek tax advice from an authorised financial adviser.
The Tender Offers will not adversely affect the Companies' VCT qualifying status.
Stamp duty at the rate of 0.5% will be payable by the Companies on their purchases of Ordinary Shares pursuant to the Tender Offers.
Although the significant tax benefits available to investors in Ventus and Ventus 2 reduce the risk of the investment, there are a number of risk factors of which potential investors should be aware.
Prospective investors should be aware that the value of Ordinary Shares, and the income from them, may go down as well as up. An investor may not get back the amount originally invested. The price at which the Ordinary Shares are traded may not reflect the net asset value of the Companies. Having regard to the Companies' investment objectives and the tax reliefs available, Ventus and Ventus 2 should be considered as long-term investments. All known material risks relating to the proposals set out in this document are set out below.
If you hold one or more share certificate(s) for the Ordinary Shares you wish to sell in either Tender Offer, you should complete the relevant Tender Form(s) and return it to The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF, as soon as possible and, in any event, not later than 1.00 pm on 26 March 2012, together with the share certificate(s) for the Ordinary Shares being tendered. If you cannot find the relevant share certificate(s), please contact Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephone on 0871 664 0300 from within the UK or on +44 20 8639 3399 if calling from outside the UK, to obtain a letter of indemnity to request a
replacement certificate, which will be subject to an administration fee (calls to the 0871 664 0300 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 am to 5.00 pm (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offers nor give any financial, legal or tax advice).
If your Ordinary Shares are in uncertificated form, in order to accept a Tender Offer you should comply with the procedures set out at the end of this document and send a TTE instruction to the Escrow Agent, for the Ordinary Shares you wish to sell so as to settle by no later than 1.00 pm on 26 March 2012. You should also complete the relevant Tender Form(s) and return it to The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF, as soon as possible and, in any event, not later than 1.00 pm on 26 March 2012, according to the instructions set out at the end of this document.
By applying to participate in either Tender Offer, you are deemed to have received the Ordinary Share Prospectus and agree to be bound by the Terms and Conditions of Application therein. Please make sure that you read the Ordinary Share Prospectus carefully, particularly the Risk Warnings. If you are in any doubt about how to proceed, you should consult an authorised financial adviser.
If you hold Ordinary Shares in both Ventus and Ventus 2, you should complete a separate Tender Form for each Company.
If you wish to apply for Ventus Ordinary Shares and/or Ventus 2 Ordinary Shares under the Ordinary Share Offers either as an alternative to, or in addition to, participating in a Tender Offer (or both of them), please complete the application form at the end of the Ordinary Share Prospectus and return it, with the relevant payment, either through your authorised financial adviser or directly to The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF.
The General Meeting for each Company will consider the same Resolutions. A description of the Resolutions is as follows:
Resolution 1 will, if passed, pursuant to the Companies Act 2006, increase the authorised share capital of Ventus by £2,500,000 by the creation of 10,000,000 new Ordinary Shares of 25p each and Ventus 2 by £5,000,000 by the creation of 20,000,000 new Ordinary Shares of 25p each.
Resolution 2 will, if passed, give the Board authority, pursuant to the Companies Act 2006, to allot Shares during the period commencing on the passing of this resolution and expiring on the fifth anniversary of this resolution.
Resolution 3 will, if passed, authorise the Company, under the Companies Act 2006, to make market purchases of shares pursuant to the Tender Offer.
Resolution 4 will, if passed, give the Board authority under the Companies Act 2006 to allot the Shares referred to in Resolution 2, other than pro rata to existing Shareholders (representing 97.7% of theVentus Ordinary Shares currently in issue and 81.5% of the Ventus 2 Ordinary Shares currently in issue). This authority will expire on the fifth anniversary of the date of this Resolution.
Resolution 5 will, if passed, pursuant to the Companies Act 2006 vary the Company's Articles of Association to extend the life of the Company from 2014 to 2018. The effect of this amendment is that the future of the Company will be put to Shareholders at the Company's AGM in 2018, rather than 2014, to allow for the 5 year VCT holding period for Shareholders acquiring Ordinary Shares under the Ordinary Share Prospectus.
Shareholders will find forms of proxy attached at the end of this document for the General Meeting. Whether or not you propose to attend the General Meeting, you are requested to complete and return the form of proxy attached to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU so as to be received not less than 48 hours before the time appointed for holding the General Meeting. Completion and return of the form of proxy will not prevent a Shareholder from attending and voting in person at the General Meeting should a Shareholder wish to do so.
The address for returning the Tender Form is The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF. The address for returning the Forms of Proxy is Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU. Please remember, however, that to be effective, the forms need to have been returned by the following dates:
Form of Proxy: 10.30 am on 6 March 2012 (in respect of Ventus) Form of Proxy: 11.00 am on 6 March 2012 (in respect of Ventus 2) Tender Offer Form: 1.00 pm on 26 March 2012
The Boards of each Company consider that the proposals set out in this Circular are in the best interests of the Shareholders of the relevant Company as a whole and recommend that Shareholders of their Company vote in favour of the Resolutions. The Directors of each Company intend voting in favour of the Resolutions in respect of their own beneficial shareholdings which are set out in paragraph 3.1 of the Additional Information section on page 14 of this Circular, and will also, collectively, participate in the Tender Offer, in the case of Ventus, in respect of 41,200 Ordinary Shares and in the case of Ventus 2, in respect of 41,136 Ordinary Shares.
Yours sincerely
David Pinckney Chairman of Ventus VCT plc
Alan Moore Chairman of Ventus 2 VCT plc
Ordinary Shareholders on the register of members of either Company (or both of them) on the Record Date are hereby invited to participate in the Tender Offer(s) on the terms and subject to the conditions set out in this Circular. Ventus will purchase up to 12,000,000 Ordinary Shares representing approximately 73.2 per cent of its issued Ordinary Shares as at close of business on 2 February 2012 (being the latest practicable date before publication of this Circular) at the latest published Net Asset Value per Ordinary Share immediately prior to tender (adjusted for any dividends paid subsequent to such publication), divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny. Ventus 2 will purchase up to 14,000,000 Ordinary Shares representing approximately 57.1 per cent of its issued Ordinary Shares as at close of business on 2 February 2012 (being the latest practicable date before publication of this Circular) at the latest published Net Asset Value per Ordinary Share immediately prior to tender (adjusted for any dividends paid subsequent to such publication), divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny. The Ordinary Shares purchased by the Companies pursuant to the Tender Offers will be cancelled and not re-issued. Ordinary Shares acquired by the Companies under the Tender Offer will be onmarket purchases in accordance with the rules of London Stock Exchange and the UK Listing Authority.
The following conditions and further terms apply, unless the context otherwise requires, to the Tender Offers.
Each Company's Tender Offer and the purchase by the relevant Company of Ordinary Shares offered for sale is conditional upon (i) the Ordinary Share Offer for the Company being launched; (ii) all of the Resolutions being passed at that Company's General Meeting; (iii) the Company having sufficient distributable reserves available to buy back the Ordinary Shares being bought back; (iv) the Participating Ordinary Shareholder agreeing that the proceeds of the Tender Offer can be invested under the Ordinary Share Offer; (v) the Ordinary Shares being tendered being held in the Participating Ordinary Shareholder's own name if certificated, or if uncertificated being held in a nominated CREST account of which the Ordinary Shareholder has a beneficial ownership; and (vi) the Ordinary Shares continuing to be held by the Participating Ordinary Shareholder until the completion of the Tender Offer. If the Tender Offer and the purchase by the Company of Ordinary Shares offered for sale pursuant to it does not become unconditional and lapses, certificates and other documents of title will be returned by post not later than 14 business days after the date of such lapse. In the case of Ordinary Shares held in uncertificated form, instructions will be provided to Euroclear to transfer all such Ordinary Shares held in escrow balances by TFE instruction to the original available balances to which those Ordinary Shares relate.
Each Participating Ordinary Shareholder by whom, or on whose behalf, a Tender Form is executed and, in the case of an Ordinary Shareholder whose Ordinary Shares are in uncertificated form, a TTE instruction is made, irrevocably undertakes, represents, warrants and agrees to and with the relevant Company (so as to bind him, his personal representatives, heirs, successors and assigns) that:
the execution of the Tender Form shall constitute an offer to sell to the Company $(a)$ those Ordinary Shares tendered therein, on and subject to the terms and conditions set out or referred to in this Circular and the Tender Form and, once lodged, shall be irrevocable:
Any existing rights of Shareholders will be unaffected. The Ordinary Shares purchased by the Companies pursuant to a Tender Offer will be cancelled and not re-issued. All the Ordinary Shares so purchased will not rank for any dividends for which the record date is on or after completion of the Tender Offer.
If applications under the Ventus Tender Offer exceed 12,000,000 Ordinary Shares or if applications under the Ventus 2 Tender Offer exceed 14,000,000 Ordinary Shares (or such lower numbers as the Directors of each Company may, in their discretion, determine), Participating Ordinary Shareholders will be scaled back on a pro-rata basis. If part only of a holding of Ordinary Shares is successfully tendered pursuant to the Tender Offers, the relevant Participating Ordinary Shareholder will be entitled to receive either a balance certificate in respect of the unsold Ordinary Shares or, if the Ordinary Shares are held in uncertificated form, a transfer by TFE instruction for the balance of the unsold Ordinary Shares.
The Tender Offers will close at 1.00 pm on 26 March 2012, and Tender Forms and TTE instructions will not be capable of acceptance after that time and date. Participating Ordinary Shareholders who hold their Ordinary Shares in certificated form should complete the Tender Form in accordance with the instructions thereon and return the completed document together with their share certificate(s) or letter of indemnity, in respect of the Ordinary Shares which the Shareholders are tendering.
Ordinary Shareholders whose shares are in uncertficated form should should comply with the procedures set out at the end of this document and send a TTE instruction to the Escrow Agent, for the Ordinary Shares they wish to sell so as to settle by no later than 1.00 pm on 26 March 2012. They should also complete the relevant Tender Form(s) and return it to The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF, as soon as possible and, in any event, not later than 1.00 pm on 26 March 2012, according to the instructions set out at the end of this document.
All questions as to the number of Ordinary Shares, and the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of Ordinary Shares will be determined by the relevant Company, in its sole discretion, which determination shall be final and binding on all of the parties (except as otherwise required under any applicable law or regulation). Each Company reserves the absolute right to reject any or all tenders it determines not to be in proper form or any payment (or the acceptance of any payment) which may, in the opinion of the relevant Company, be unlawful. Each Company also reserves the absolute right to waive any of the terms or conditions of its Tender Offer and any defect or irregularity in the application in relation to any particular Ordinary Shares or any particular holder thereof. Otherwise, no tender for the sale of Ordinary Shares will be deemed to be validly made until any defects or irregularities have been cured or waived. In the event of a waiver, the consideration under the Tender Offer will not be credited to the Participating Ordinary Shareholder until after the Tender Form is complete in all respects and the share certificates have been received or the relevant TTE instruction has settled. Neither of the Companies, the Registrar, the Receiving Agent, the Escrow Agent or any other person is or will be obliged to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice.
Each Company reserves the right not to proceed with its Tender Offer if the Directors of that Company have concluded that implementation of the Tender Offer is no longer in the best interests of that Company and/or the Shareholders as a whole. This right may only be exercised prior to the passing of the relevant Company's Resolutions.
Subject to a Tender Offer becoming unconditional in all respects, the sale of the Ordinary Shares under a Tender Offer will take place and the proceeds arising on the sale will be applied in subscribing for new Ordinary Shares under the Ordinary Share Offer, as described in the Ordinary Share Prospectus.
Ordinary Shares will be purchased under the Tender Offers free of commissions and dealing charges.
The Companies and the Directors, whose names appear below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Companies 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.
| Directors of Ventus: | Directors of Ventus 2: |
|---|---|
| David Charles Pinckney (Chairman) | Alan Geoffrey Moore (Chairman) |
| David James Williams | Colin Laing Wood |
| Richard David Abbott | Paul Scott Thomas |
The registered office of both Companies is The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
The number of issued Ordinary Shares and "C" Shares at 2 February 2012 (being the latest practicable date before publication of this Circular) were:
| Ventus | Ventus 2 | |
|---|---|---|
| Ordinary Shares | 16,384,793 | 24,537,560 |
| "C" Shares | 11,329,107 | 11,329,107 |
The Companies do not hold any shares in treasury.
The interests of the Directors, or persons connected with such Directors, (all of which $3.1$ are beneficial unless otherwise stated) in the issued share capital of the Companies as at 2 February 2012 (being the latest practicable date before publication of this Circular) were:
| Ventus | Ventus Ordinary Shares |
Ventus "C" Shares |
Ventus 2 Ordinary Shares |
Ventus 2 "C" Shares |
|---|---|---|---|---|
| David Pinckney David Williams Richard Abbott Ventus 2 |
10.300 nil nil |
2,600 nil nil |
10.284 nil nil |
2,600 nil nil |
| Alan Moore Colin Wood Paul Thomas |
15,068 10.300 10,300 |
10,400 5.200 5,200 |
16,061 10,284 10.284 |
10.400 5,200 5,200 |
Save as disclosed above, no Director nor any person connected with a Director has $3.22$ any interest in the share capital of either Company.
As at 2 February 2012 (being the latest practicable date prior to the publication of this Circular) the Directors of Ventus were aware that Heartwood Nominees held shareholdings and voting rights of 1,917,400 of the Ventus Ordinary Shares. The
Directors of Ventus were not aware of any other persons who were or will be immediately following the Tender Offers (assuming the maximum number of Ventus Ordinary Shares are acquired pursuant to the Tender Offers), directly or indirectly, interested in 3% or more of the issued Ventus Ordinary Shares or "C" Shares.
As at 2 February 2012 (being the latest practicable date prior to the publication of this Circular) the Directors of Ventus 2 were not aware of any other persons who were or will be immediately following the Tender Offers (assuming the maximum number of Ventus 2 Ordinary Shares are acquired pursuant to the Tender Offers), directly or indirectly, interested in 3% or more of the issued Ventus 2 Ordinary Shares or "C" Shares.
Save in respect of those agreements which are set out in paragraph 12 of Part V of the Ordinary Share Prospectus, the Companies have not entered into any material contracts (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this Circular and neither have the Companies entered into any contracts (not being contracts entered into in the ordinary course of business) which contain a provision or provisions under which either Company has an obligation or entitlement which is material to it as at the date of this document.
None of the Directors has a service contract with either Company and no such contract is proposed. The services of the Directors are provided to each Company pursuant to letters of appointment each of which is terminable upon 3 months' notice given by either party at any time.
The Directors of Ventus each receive annual fees as follows:
| ÷ | |
|---|---|
| David Pinckney | 25,000 |
| David Williams | 20,000 |
| Richard Abbott | 20,000 |
| 65,000 |
The Directors of Ventus 2 each receive annual fees as follows:
| Alan Moore | 25,000 |
|---|---|
| Paul Thomas | 20,000 |
| Colin Wood | 20,000 |
| 65,000 |
No Director has any interest in any transaction which is or was unusual in its nature or conditions or is or was significant to the business of the Companies and which was effected by either Company during the current financial period or during an earlier financial year and remains in any respect outstanding or unperformed.
Since 31 August 2011, being the end of the last financial period of the Companies for which unaudited interim financial information has been published, there has been no significant change in the trading or financial position of either Company or the Ventus 2 Group.
There are no governmental, legal or arbitration proceedings (including any such proceedings which are or were pending or threatened of which the Companies are aware) during the 12 months immediately preceding the date of this document, in each case which may have, or have had in the recent past, a significant effect on the financial position or profitability of either Company or the Ventus 2 Group.
11.6 An offer to tender pursuant to a Tender Offer by certain persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Participating Ordinary Shareholders not resident in the UK should inform themselves about and observe any applicable legal requirements. It is the responsibility of any person outside the UK wishing to offer for sale Ordinary Shares pursuant to the Tender Offer to satisfy himself or herself as to the full observance of the laws of the relevant territory in connection therewith, including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities.
11.7 The Tender Offers are not being made, directly or indirectly, in or into, of, or by use of the mail or by any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or by any facilities of a national state or other securities exchange of, the United States, Canada, Australia or Japan or other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Tender Offer cannot be accepted by any such use, means or instrumentality or otherwise from or within the United States, Canada, Australia or Japan or other such jurisdiction. Accordingly, this document and the Tender Forms or any accompanying document are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia or Japan or other jurisdiction.
Copies of the following documents will be available for inspection from the date of this Circular until the conclusion of the General Meetings during normal business hours and on any weekday (Saturdays and public holidays excepted) at the registered office of the Companies at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU:
Dated 3 February 2012
| "2006 Offer" | the offer for subscription by Ventus 2 to raise a maximum amount of £15,000,000 by the issue of up to 15,000,000 Ordinary Shares at 100p each as detailed in the prospectus dated 16 January 2006 |
|---|---|
| "2009 Top-up Offer" | the offer for subscription by Ventus, Ventus 2 and Ventus 3 to raise a maximum amount of £1,500,000 in Ventus, £1,000,000 in Ventus 2 and £1,000,000 in Ventus 3 by the issue of new Ordinary Shares at Net Asset Value divided by 0.945, as detailed in the offering document dated 17 November 2009 |
| "Board" or "Directors" | (i) with respect to Ventus: David Pinckney, David Williams and Richard Abbott and (ii) with respect to Ventus 2: Alan Moore, Paul Thomas and Colin Wood |
| "C' Shares" | "C" Ordinary shares of 25p each in the capital of the relevant Company |
| "Circular" | this document |
| "Companies" | Ventus and Ventus 2, and "Company" means either one of them as the context requires |
| "CREST" | the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations) |
| "Escrow Agent" | Capita Registrars Limited acting as escrow agent in connection with the Tender Offer |
| "Euroclear" | Euroclear UK and Ireland Limited |
| "General Meetings" | the general meetings of the Companies to be held on 8 March 2012 (or any adjournment thereof), and a "General Meeting" means either of the general meetings as the context requires |
| "Listing Rules" | the listing rules of the UK Listing Authority made under section 73A of the Financial Services and Markets Act 2000 |
| "Merger" | the merger of Ventus 2 and Ventus 3 completed pursuant to a scheme of reconstruction on 6 May 2010, pursuant to which each holder of Ventus 3 Ordinary Shares received 0.997 Ventus 2 Ordinary Shares in exchange for each Ventus 3 |
| Ordinary Share | |
|---|---|
| "Net Asset Value" | the value of each Company's assets, liabilities (divided by the less its appropriate number of shares in issue when referred to on a per-share basis) |
| "Notice of General Meetings" | the notice of the General Meetings set out on pages 22 to 27 of this document |
| "Ordinary Shares" | Ventus Ordinary Shares or Ventus 2 Ordinary Shares, as applicable |
| "Ordinary Shareholder" | a holder of Ventus Ordinary Shares or Ventus 2 Ordinary Shares, as applicable |
| "Ordinary Share Offers" | the offers for subscription for Ordinary Shares as set out in the Ordinary Share Prospectus, and an "Ordinary Share Offer" means either the offer for subscription by Ventus or the offer for subscription by Ventus 2, as the context requires |
| "Ordinary Share Prospectus" | the prospectus dated the date of this document relating to the Ordinary Share Offers |
| "Receiving Agent" | The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF |
| "Record Date" | The Record Date for the Tender Offer being 5.00 pm on 19 March 2012 |
| "Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) |
| "Resolutions" | the resolutions set out in the Notice of General Meetings |
| "Participating Ordinary Shareholder(s)" | those Ordinary Shareholders who are selling Ordinary Shares pursuant to the Tender Offer |
| "Shares" | shares in the capital of the Companies |
| "Shareholders" | holders of the shares in the capital of the Companies |
| "Temporis" or "the Manager" | Temporis Capital LLP, which is authorised and regulated by the FSA |
| "Tender Offers" | the Ventus Tender Offer and the Ventus 2 Tender Offer as set out in this Circular, and |
| "Tender Offer" means either one of them as the context requires |
|
|---|---|
| "Tender Form" | the tender form for use in respect of an acceptance of Tender a Offer by Shareholders holding Ordinary Shares, as set out at the end of this Circular |
| "TFE instruction" | a Transfer from Escrow instruction (as defined by the CREST manual) |
| "TTE instruction" | a Transfer to Escrow instruction (as defined by the CREST manual) |
| "uncertificated" | for the time being recorded on the register of members of the Companies as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST |
| "VCT" | a venture capital trust as defined in section 259 of the Income Tax Act 2007 |
| "Ventus" | Ventus VCT plc |
| "Ventus 2 Group" | Ventus 2 and the Ventus 2 Subsidiaries; |
| "Ventus 2 Subsidiaries" | Redevan Energy Limited and Spurlens Rig Wind Limited |
| "Ventus Ordinary Shares" | ordinary shares of 25p each in the capital of Ventus |
| "Ventus Tender Offer" | the tender offer under which Ventus will buy back up to 12,000,000 Ordinary Shares from Participating Ordinary Shareholders at the Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange at the time of purchase (adjusted for any dividends paid subsequent to such announcement), divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny, as set out in this Circular |
| "Ventus 2" | Ventus 2 VCT plc |
| "Ventus 2 Ordinary Shares" | ordinary shares of 25p each in the capital of Ventus 2 |
| "Ventus 2 Tender Offer" | the tender offer under which Ventus 2 will buy back up to 14,000,000 Ordinary Shares from Participating Ordinary Shareholders at the Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange at the time of purchase |
(adjusted for any dividends paid subsequent
to such announcement), divided by 1.055 to allow for costs, rounded up the nearest tenth of a penny, as set out in this Circular
"Ventus 3"
Ventus 3 VCT plc
NOTICE IS HEREBY GIVEN that a General Meeting of Ventus VCT plc/ will be held at Berger House, 36-38 Berkeley Square, London, W1J 5AE, at 10.30am on 8 March 2012 to consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions as to resolutions (1) and $(2)$ and as special resolutions as to resolutions $(3)$ to $(5)$ :
By order of the Board The City Partnership (UK) Limited Secretary Registered Office:
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU
Information regarding the General Meeting, including the information required by section 311A of the Act, is available from www.ventusvct.com.
In either case the revocation notice must be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (d) directly below, the proxy appointment will remain valid.
Changes to entries on the Register of Members after 10.30 am. on 6 March 2012 or, in the event that the General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the General Meeting.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) not less than 48 hours (excluding weekends and public holidays) before the time of the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
NOTICE IS HEREBY GIVEN that a General Meeting of Ventus 2 VCT plc will be held at Berger House, 36-38 Berkeley Square, London, W1J 5AE, at 11.00am on 8 March 2012 (or as soon as practicable thereafter as the Ventus General Meeting has concluded or been adjourned) to consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions as to resolutions (1) and (2) and as special resolutions as to resolutions (3) to (5):
The City Partnership (UK) Limited
Registered Office:
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU Information regarding the General Meeting, including the information required by section 311A of the Act, is available from www.ventusvct.com.
3 February 2012
In either case the revocation notice must be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (d) directly below, the proxy appointment will remain valid.
that only those holders of the Company's shares registered on the Register of Members of the Company as at 11.00 am. on 6 March 2012 or, in the event that the General Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the said General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 11.00 am. on 6 March 2012 or, in the event that the General Meeting is adjourned, on the Register of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the General Meeting.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) not less than 48 hours (excluding weekends and public holidays) before the time of the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
| For use at the General Meeting of the above-named Company to be held on 8 March 2012, at Berger House, 36-38 Berkeley Square, London, W1J 5AE, at 10.30am. |
|||
|---|---|---|---|
| I/ We* (in BLOCK CAPITALS please) |
. | ||
| of | |||
| being the holder(s) of Ordinary shares of 25p or "C" shares of 25p each in the above-named Company, hereby appoint the Chairman of the General Meeting (see note 2) |
|||
| or | |||
| of | |||
| as my/our proxy to attend for me/us on my/our* behalf at the General Meeting of the Company to be held at Berger House, 36-38 Berkeley Square, London, W1J 5AE at 10.03am on 8 March 2012 or at any adjournment thereof. |
|||
| Number of Ordinary and "C" Shares the proxy is appointed over | |||
| Please also tick here if you are appointing more than one proxy | |||
| I/ We* desire to vote on the resolutions as indicated in the appropriate column below. Please indicate with an "X" how you wish your vote to be cast. |
|||
| Details of the resolutions are set out in the Notice of the General Meeting. | |||
| ORDINARY RESOLUTIONS | FOR | AGAINST | WITHHELD |
| 1. To increase the Company's authorised share capital 2. To authorise the directors to allot ordinary shares pursuant to Section 551 of the Companies Act 2006 SPECIAL RESOLUTIONS |
|||
| 3. To make market purchases 4. To disapply Section 561(1) of the Companies Act 2006 5. To amend the Company's Articles of Association |
|||
| Dated this | |||
| Signature(s) |
speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that
In either case the revocation notice must be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 9 below, the proxy appointment will remain valid.
* Delete as appropriate
For use at the General Meeting of the above-named Company to be held on 8 March 2012, at Berger House, 36-38 Berkeley Square, London, W1J 5AE, at 11.00am (or as soon as practicable thereafter as the Ventus General Meeting has concluded or been adjourned).
| I/We* | . | ||
|---|---|---|---|
| (in BLOCK CAPITALS please) | |||
| of | |||
| being the holder(s) of Ordinary shares of 25p/ or "C" shares of 25p each in the above-named Company, hereby appoint the Chairman of the General Meeting (see note 2) |
|||
| or | |||
| of | |||
| as my/our proxy to attend for me/us on my/our* behalf at the General Meeting of the Company to be held at Berger House, 36-38 Berkeley Square, London, W1J 5AE at 11.00am on 8 March 2012 (or as soon as practicable thereafter as the Ventus General Meeting has concluded or been adjourned) or at any adjournment thereof. |
|||
| Number of Ordinary and "C" Shares the proxy is appointed over | |||
| Please also tick here if you are appointing more than one proxy | |||
| I/ We* desire to vote on the resolutions as indicated in the appropriate column below. Please indicate with an "X" how you wish your vote to be cast. |
|||
| Details of the resolutions are set out in the Notice of the General Meeting. | |||
| ORDINARY RESOLUTIONS 1. To increase the Company's authorised share capital 2. To authorise the directors to allot ordinary shares pursuant to Section 551 of the Companies Act 2006 SPECIAL RESOLUTIONS 3. To make market purchases 4. To disapply Section 561(1) of the Companies Act 2006 5. To amend the Company's Articles of Association |
FOR | AGAINST | WITHHELD |
| Dated this | |||
| Signature(s) |
person as his proxy although the Chairman will not speak for the member. A member who wishes his proxy to speak for him should appoint his own choice of proxy (not the Chairman) and give instructions directly to that person.
If you wish to appoint a proxy of your own choice delete the words "the Chairman of the General Meeting" and in you then the perform a press of the person whom you wish to appoint in the space provided.
Any alterations to the Form of Proxy should be initialled.
In either case the revocation notice must be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 9 below, the proxy appointment will remain valid.
* Delete as appropriate
Tender Offer for the Company to purchase up to 12,000,000 of its Ordinary Shares, on the terms of the circular sent to Shareholders dated 3 February 2012 (the "Circular").
This Tender Form should be read together with the Circular of which it forms part including the notes set out on pages 40 to 41. The definitions used in the Circular apply in this Tender Form.
If you do not wish to participate in the Tender Offer you do not need to take any action. $(a)$
contact your CREST sponsor to inform them that you wish to carry out a Transfer to $(i)$ Escrow ("TTE") instruction and request that the TTE is made in respect of the Ordinary Shares you wish to tender to the Escrow Agent. Request that your CREST sponsor provides you with the unique transaction ID relating to the TTE. The TTE must relate to your shares only. Your CREST sponsor must not combine the TTE relating to your shares with a TTE for any other shareholder. If you wish your new shares to be allocated in uncertificated form you should also request the following information from your CREST sponsor which will enable you to complete step (ii) below:
* CREST account name
Please see (f) below for full details of the particulars to be included in a valid TTE instruction. The TTE must be settled by 1.00 pm on 26 March 2012.
| А: | Personal Details & Shareholding in Ventus VCT plc |
|---|---|
| . [full name in block capitals] |
|
| of | |
| . [address in block capitals] |
|
| Daytime Telephone Number (inc. STD Code): | |
| National Insurance Number | |
| was a holder of Ordinary Shares on the Record Date and hereby wish to sell Ordinary Shares in Ventus VCT plc pursuant to the Tender Offer. |
|
| Complete either section B or section C below. | |
| В: | My shares are in certificated form |
| Check boxes as appropriate | |
| □ I have attached the share certificate relating to the Ordinary Shares I wish to sell. OR |
|
| $\Box$ I have attached a completed letter of indemnity relating to a lost share certificate. | |
| C: | My shares are in uncertificated form (i.e., CREST) |
| I wish to tender my shares through CREST by way of a TTE instruction. | |
| I am the beneficial owner of the above referenced shares held in uncertificated form in the nominee account. The transaction ID for my TTE |
|
| instruction in relation to this form is | |
| I wish my new shares to be allocated: | |
| Check boxes as appropriate | |
| $\Box$ in certificated form and sent to my home address as stated above. | |
| OR | |
| $\square$ in uncertificated form into my CREST sponsor's account with details as follows: | |
| CREST account name: CREST Participant ID: CREST Member Account ID: |
Subject to the Scaling Back provisions outlined on page 12 of the Circular, I understand that the proceeds from any shares sold will not be returned to me but will be invested in new Ordinary Shares under the offer for new Ordinary Shares set out in a prospectus dated 3 February 2012 issued by
Ventus VCT plc and Ventus 2 VCT plc (the "Prospectus"). I have received a copy of the Prospectus and agree to be bound by the Terms and Conditions of Application therein.
The execution of this Tender Form (and, if shares are in uncertificated form, the settlement of a TTE instruction) shall constitute the irrevocable appointment of any Director or officer of the Company or member of the Manager as such Participating Ordinary Shareholder's attorney and/or agent ("attorney"), and an irrevocable instruction to the attorney to complete and execute all or any instrument of transfer, subscription and/or other documents at the attorney's discretion in relation to the subscription for Ordinary Shares under the Ordinary Share Offers from the proceeds of the Tender Offers.
| Signed and delivered as a deed by: |
|---|
| . Signature |
| . Date |
| in the presence of: |
| Signature of Witness: |
| Name of Witness: . |
| [full name in block capitals] |
| Address of Witness: . |
| [in block capitals] |
| . |
| Occupation of Witness: |
[in block capitals]
Tender Offer for the Company to purchase up to 14,000,000 of its Ordinary Shares on the terms of the circular sent to Shareholders dated 3 February 2012 (the "Circular").
This Tender Form should be read together with the Circular of which it forms part including the notes set out on pages 40 to 41. The definitions used in the Circular apply in this Tender Form.
If you do not wish to participate in the Tender Offer you do not need to take any action. $(a)$
contact your CREST sponsor to inform them that you wish to carry out a Transfer to $(i)$ Escrow ("TTE") instruction and request that the TTE is made in respect of the Ordinary Shares you wish to tender to the Escrow Agent. Request that your CREST sponsor provides you with the unique transaction ID relating to the TTE. The TTE must relate to your shares only. Your CREST sponsor must not combine the TTE relating to your shares with a TTE for any other shareholder. If you wish your new shares to be allocated in uncertificated form you should also request the following information from your CREST sponsor which will enable you to complete step (ii) below:
CREST Participant ID
Please see (f) below for full details of the particulars to be included in a valid TTE instruction. The TTE must be settled by 1.00 pm on 26 March 2012.
| А: Personal Details & Shareholding in Ventus 2 VCT plc |
||
|---|---|---|
| . [full name in block capitals] |
||
| of | ||
| . [address in block capitals] |
||
| Daytime Telephone Number (inc. STD Code): | ||
| National Insurance Number | ||
| was a holder of Ordinary Shares on the Record Date and hereby wish to sell Ordinary Shares in Ventus 2 VCT plc pursuant to the Tender Offer. |
||
| Complete either section B or section C below. | ||
| В: My shares are in certificated form |
||
| Check boxes as appropriate I have attached the share certificate relating to the Ordinary Shares I wish to sell |
||
| $\Box$ I have attached a completed letter of indemnity relating to a lost share certificate | ||
| C: My shares are in uncertificated form (i.e., CREST) |
||
| I wish to tender my shares through CREST by way of a TTE instruction. | ||
| I am the beneficial owner of the above referenced shares held in uncertificated form in the nominee account. The transaction ID for my TTE instruction in relation to this form is |
||
| I wish my new shares to be allocated: | ||
| Check boxes as appropriate | ||
| $\Box$ in certificated form and sent to my home address as stated above. | ||
| OR | ||
| $\Box$ in uncertificated form into my CREST sponsor's account with details as follows: | ||
| CREST account name: |
CREST Participant ID: ................................... CREST Member Account ID: ...................................
Subject to the Scaling Back provisions outlined on page 12 of the Circular, I understand that the proceeds from any shares sold will not be returned to me but will be invested in new Ordinary Shares under the offer for new Ordinary Shares set out in a prospectus dated 3 February 2012 issued by Ventus VCT plc and Ventus 2 VCT plc (the "Prospectus"). I have received a copy of the Prospectus and agree to be bound by the Terms and Conditions of Application therein.
The execution of this Tender Form (and, if shares are in uncertificated form, the settlement of a TTE instruction) shall constitute the irrevocable appointment of any Director or officer of the Company or member of the Manager as such Participating Ordinary Shareholder's attorney and/or agent ("attorney"), and an irrevocable instruction to the attorney to complete and execute all or any instrument of transfer, subscription and/or other documents at the attorney's discretion in relation to the subscription for Ordinary Shares under the Ordinary Share Offers from the proceeds of the Tender Offers.
Signed and delivered as a deed by:
| Signature | . |
|---|---|
| . Date |
|
| in the presence of: | |
| Signature of Witness: | |
| Name of Witness: [full name in block capitals] |
. |
| Address of Witness: | . |
| [in block capitals] | |
| . | |
| Occupation of Witness: |
[in block capitals]
The Company reserves the right to treat as valid in whole or in part any offer to sell Ordinary 5. Shares pursuant to the Tender Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s), deed of indemnity or other document(s) of title or, if the shares are in uncertificated form, a transaction ID relating to the relevant TTE instruction. However, the consideration under the Tender Offer may only be applied in the manner set out in this Circular when the share certificate(s), deed of indemnity or other document(s) of title satisfactory to the Company have been received by the Company.
A verification of the Companies' share registers will be carried out as at the Record Date. Only $6^{\circ}$ Tender Forms relating to Ordinary Shares owned at the Record Date will be accepted.
Ordinary Shareholders who are CREST sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able to take the necessary action specified. Please refer to the CREST Manual for further information on the CREST procedures referred to in this Circular.
Ordinary Shareholders and their CREST sponsors should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a TTE instruction and its settlement in connection with the exercise of the rights attaching to the Ordinary Shares held in CREST. It is the responsibility of the Ordinary Shareholder and his CREST sponsor to take such action as shall be necessary to ensure that a TTE instruction settles by 1.00 pm on 26 March 2012. In this connection, Ordinary Shareholders and their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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