Proxy Solicitation & Information Statement • Feb 6, 2012
Proxy Solicitation & Information Statement
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respective numbers of Ordinary Shares or 'C' Shares held by them on any such record date(s); and
the authority expires on the conclusion of the next annual $3.2.5.5$ general meeting of Ventus or, if earlier, on the expiry of fifteen months from the passing of the resolution unless the authority is renewed by Ventus in general meeting prior to such time; and
$3.2.5.6$ Ventus may make a contract to purchase shares under the authority conferred prior to the expiry of such authority and may make a purchase of shares pursuant to any such contract notwithstanding such expiry.
By special resolution passed on 13 July 2010, the following resolution was passed $3.5$
that Ventus be and is hereby generally and unconditionally authorised to $3.5.1$ make market purchases within the meaning of section 693(4) of the Act of Ordinary Shares and 'C' Shares provided that:
that Ventus be and is hereby generally and unconditionally authorised to $3.6.1$ make market purchases within the meaning of section 693(4) of the Act of Ordinary Shares and 'C' Shares provided that:
the maximum price, exclusive of any expenses, which may be $3.6.1.3$ paid for a share is an amount equal to the higher of (a) 105% of the average of the middle market prices shown in the quotations for a share in The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that share is purchased, and (b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
circular to shareholders dated 3 February 2012) to all holders of ordinary shares to purchase up to 12,000,000 ordinary shares (representing approximately 73.2 per cent of the issued ordinary shares capital of the Company as at the date of this notice) at a price equal to the latest published net asset value per ordinary share immediately prior to purchase (adjusted for any dividends paid subsequent to such publication), divided by 1.055, rounded up the nearest tenth of a penny (which price shall, for the purposes of section 701(3)(b) of the Act, constitute both the maximum and minimum price that may be paid for the ordinary share purchased) provided that the authority conferred by this resolution shall expire on the first anniversary of the passing of this resolution save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority:
the Directors were generally and unconditionally authorised in accordance $3.8.1$ with section 80 of the 1985 Act to exercise all the powers of Ventus 2 to allot relevant securities (as defined in that section) up to an aggregate nominal amount of £931,111; such authority to expire on the conclusion of the next general meeting of Ventus 2 or, if earlier 1 October 2008;
the Directors were empowered (pursuant to section 95(1) of the 1985 Act) to $3.8.2$ allot or make offers or agreements to allot equity securities (as defined in section 94(2) of the 1985 Act) for cash pursuant to the authority referred to in sub-paragraph 3.8.1 above as if section 89(1) of the 1985 Act did not apply to any such allotment, such power to expire on the conclusion of the next general meeting of Ventus 2 or, if earlier 1 October 2008; this power was limited to the allotment of equity securities in connection with:
the interests of the Ordinary Shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them on any such record date(s); and
3.9.4 Ventus 2 adopted new articles of association.
At a general meeting of the Shareholders of Ventus 2 held on 2 March 2009, resolutions $3.10$ were passed to:
aggregate nominal amount of 10% of the issued Ordinary Shares as at the date of the resolution:
section 163(3) of the Act) of Ordinary Shares of 25p each in the Company provided that:
for cash pursuant to the general authority conferred upon the Directors in resolution 1 above as if section $561(1)$ of the Act did not apply to any such allotment provided that this power shall expire on the fifth anniversary of the resolution unless previously renewed, varied or revoked by the Company in general meeting.
any such contract or contracts as if the authority conferred hereby had not expired.
By special resolution passed on 22 December 2011, Shareholders resolved that the amounts $3.15$ standing to the credit of the share premium accounts of the Ordinary Shares and the 'C' Shares, at the date the order is made confirming such cancellation by the court, be cancelled.
The following resolutions will be proposed at the general meeting of Ventus 2 convened for $3.16$ 8 March 2012:
anniversary of this resolution (unless previously revoked, varied or extended by the Company in general meeting), to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the general authority conferred upon the Directors in resolution 2 above as if section 561 of the Act did not apply to any such allotment provided that this power shall expire on the fifth anniversary of the resolution but so that this authority shall allow the Company to make offers or agreements before the expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the powers conferred hereby had not so expired; and
| Class of shares | Nominal value |
Authorised | Issued (fully paid) | |||
|---|---|---|---|---|---|---|
| £ | no | £ | no. | |||
| Ventus | Ordinary Shares | £0.25 | 10,000,000 | 40,000,000 | 4,096,198 | 16,384,793 |
| C Shares | £0.25 | 5,000,000 | 20,000,000 | 2,832,277 | 11,329,107 | |
| Ventus 2 | Ordinary Shares | £0.25 | 7,500,000 | 30,000,000 | 6,134,390 | 24,537,560 |
| C Shares | £0.25 | 5,000,000 | 20,000,000 | 2,832,277 | 11,329,107 |
The authorised and issued fully paid share capital of the Companies immediately after the $3.18$ Offers have closed (assuming full take-up under the Tender Offers, the Offers being fully subscribed and an Offer Price of 105.5p per Ventus Ordinary Share and 59.6p per Ventus 2 Ordinary Share (which are the latest published NAVs of the Companies prior to the date of this Prospectus)) will be as follows:
| Class of shares | Nominal value |
Authorised | Issued (fully paid) | |||
|---|---|---|---|---|---|---|
| £ | no | £ | no | |||
| Ventus | Ordinary Shares | £0.25 | 12,500,000 | 50,000,000 | 4,750,227 | 19,000,907 |
| 'C' Shares | £0.25 | 5,000,000 | 20,000,000 | 2,832,277 | 11,329,107 |
| Ventus 2 | Ordinary Shares | £0.25 | 12,500,000 | 50,000,000 | 6,945,149 | 27,780,596 |
|---|---|---|---|---|---|---|
| 'C' Shares | £0.25 | 5,000,000 | 20,000,000 | 2,832,277 | 11,329,107 |
$3.25$ Save as disclosed in this paragraph 3, there has been no issue of share or loan capital of the Companies in the three years immediately preceding the date of this document and (other than pursuant to the Offers) no such issues are proposed.
No share or loan capital of the Companies is under option or has been agreed, conditionally or $3.26$ unconditionally, to be put under option.
C' Shares is GB00B3KVC412 and B3KVC41, respectively. The ISIN and SEDOL Code of the Ventus 2C' Shares is GB00B3KVC529 and B3KVC52, respectively.The memorandum of association of each Company provides that the Company's principal object is to carry on the business of a VCT. The objects of each Company are set out in full in clause 4 of its memorandum of association.
The articles of association of each Company, as amended pursuant to the resolution to be proposed at the general meeting of each Company convened for 8 March 2012 ("the Articles"), contain, inter alia, the following provisions. In this paragraph 4, "the Company" means each of Ventus and Ventus 2.
The following provisions apply in respect of the 'C' Shares and their subsequent conversion into Ordinary Shares:
"Calculation Date" means the earlier of:
"Conversion" means conversion of the 'C' Shares in accordance with the Articles;
"Conversion Date" means the earlier of:
"Conversion Ratio" is A where:
$\overline{B}$
$$
A'' = \underline{C \cdot D}
$$
$$
\underline{E}
$$
and
$$
"B" = F-(C-D)
$$
G
and where:
"C" is the aggregate of:
the value of all investments of the Company attributable to the 'C' Shareholders at $(a)$ their respective acquisition costs, subject to such adjustments as the directors may deem appropriate to be made for any variations in the value of such investments between the date of acquisition and the Calculation Date; and
the amount which in the directors' opinion fairly reflects, at the Calculation Date, the value of $(b)$ the current assets of the Company attributable to the 'C' Shareholders (including cash and deposits with or balances at a bank and including any income and other items of a revenue nature);
"D" is the amount (to the extent not otherwise deducted from the assets attributable to the 'C' Shareholders) which in the directors' opinion fairly reflects the amount of the liabilities attributable to the 'C' Shareholders on the Calculation Date;
"E" is the number of 'C' Shares in issue on the Calculation Date;
"F" is the net asset value of the Company as at the Calculation Date which is arrived at after all adjustments reasonably deemed necessary by the directors to reflect the current value of all assets and to allow for all liabilities including any income and other items of a revenue nature;
"G" is the number of Ordinary Shares in issue on the Calculation Date;
provided that an amount equal to that which the directors reasonably estimate will be paid as the final dividend in respect of the year ending on or after the Calculation Date shall be allowed for (at the directors' discretion) in the amount of "F" and that the directors shall make such other adjustments to the value or amount of "A" and "B" as the auditors shall report to be appropriate having regard, inter alia, to the assets attributable to the 'C' Shareholders on the Calculation Date, to the assets of the Company on the Calculation Date and/or to the reasons for the issue of the 'C' Shares referred to in the circular to the shareholders of the Company dated 13 February 2009.
"'C' Share Surplus" means the net assets of the Company attributable to the 'C' Shares (including, for the avoidance of doubt, any income and/or revenue arising from or relating to such assets) less such proportion of the Company's liabilities including the fees and expenses of the liquidation or return of capital (as the case may be) shall reasonably allocate to the assets of the Company attributable to the 'C' Shareholders:
"Existing Ordinary Shares" means the Ordinary Shares in issue on the Conversion Date.
"Force Majeure Circumstances" means any political and/or economic and/or market circumstances and/or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the directors, renders it necessary to bring the Conversion Date and/or the Calculation Date forward;
"Issue Date" means the day on which the Company receives the net proceeds of the first issue of the 'C' Shares:
"New Ordinary Shares" means new shares of 25 pence each (created under the Companies Act 1985) arising on Conversion of the 'C' Shares which, when issued, shall rank pari passu in all respects and form a single class with the Existing Ordinary Shares. The New Ordinary Shares will be in registered form and may be held either by ay of definitive share certificate or in electronic form in a CREST account.
"Share Surplus" means the net assets of the Company (including, for the avoidance of doubt, any income and/or revenue arising from or relating to such assets) less the Company's liabilities (including the fees and expenses of a liquidation or return of capital, as the case may be) less the 'C' Share Surplus; and
"Statutes" means the Companies Act 1985 as amended and supplemented by the Companies Act 1989 and the Companies Act 2006, and every other statute for the time being in force concerning companies affecting the Company.
For the purposes of the Articles, assets attributable to the 'C' Shareholders or the 'C' Shares shall mean the net cash proceeds (after all expenses relating thereto) of the issue of the 'C' Shares as invested in or represented by investments or cash or other assets from time to time less such proportion of the expenses and liabilities of the Company incurred or accrued between the Issue Date and the Calculation Date (both dates inclusive) as the directors fairly consider to be allocatable to the 'C' Shares.
References in the Articles to the auditors certifying any matter shall be construed to mean certification of their opinion as to such matter whether qualified or not and should the Company's auditors be unable or unwilling to act, references to "auditors" shall be construed to mean references to any expert to be nominated by the President or next senior officer then available for the time being of the Institute of Chartered Accountants in England and Wales.
Until Conversion and without prejudice to its obligations under the Statutes, the Company shall (i) procure that the Company's records and bank accounts shall be operated so that the assets attributable to the 'C' Shareholders can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company shall procure that a separate cash pool account, investment settlement account and income account shall be created and maintained in the books of the Company for the assets attributable to the 'C' Shareholders, (ii) allocate to the assets attributable to the 'C' Shareholders such proportion of the expenses and liabilities of the Company incurred or accrued between the Issue Date and the Calculation Date (both dates inclusive) as the directors fairly consider to be allocable to the 'C' Shares and (iii) give appropriate instructions to the Company's investment managers to manage the Company's assets so that such undertakings can be complied with by the Company.
$(a)$ The directors shall procure that:
whereupon, subject to the proviso immediately after the definition of "G" above, such calculations shall become final and binding on the Company and all shareholders.
Without prejudice to paragraph (c) above, the directors may, where the Conversion Ratio is $(e)$ less than 1, in order to facilitate the Conversion, provide for the profits or reserves attributable to the Existing Ordinary Shares to be capitalised and applied in paying up in full such number of New Ordinary Shares as shall be calculated by dividing the number of Existing Ordinary Shares by the Conversion Ratio and then deducting the number of Existing Ordinary Shares, and allot such shares, credited as fully paid up, to the holders of Existing Ordinary Shares pro rata to their holdings.
$(f)$ The directors may deal in such manner as they think fit with any fractional entitlements to New Ordinary Shares arising upon Conversion including, without prejudice to the generality of the foregoing, selling any such shares representing such fractional entitlements and retaining the proceeds for then benefit of the Company.
Subject to the rights or restrictions referred to in paragraph 4.5 below and subject to any special rights or restrictions as to voting for the time being attached to any shares, on a show of hands (i) every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative shall have one vote; and (ii) on a show of hands every proxy appointed by a member shall have one vote; and on a poll every member who is present in person or by proxy or (being a corporation) is present by a duly authorised representative shall have one vote for each share held by such member. Where a duly authorised representative or proxy is a member in his own right, he may only vote once on a show of hands.
A member of the Company is not entitled, either in person or by proxy, in respect of any share held by him, to be present at any general meeting of the Company unless all amounts payable by him in respect of that share have been paid.
A member of the Company shall not, if the directors determine, be entitled to attend general meetings and vote or to exercise rights of membership if he or another person appearing to be interested in the relevant shares has failed to comply with a notice given under section 793 of the Act within 14 days. The restrictions will continue for the period specified by the board provided that such period shall end not later than seven days after the earliest of (i) due compliance to the satisfaction of the board with the section 793 notice; or (ii) receipt by the Company of notice that the shareholding has been sold to a third party pursuant to an arm's length transfer.
The Company may, by ordinary resolution, declare a dividend to be paid to the members out of the net assets attributable to the relevant class of share and from income received which is attributable to the relevant class of share. The directors may pay such interim dividends as appear to the board to be justified by the financial position of the Company. No dividends payable in respect of a share shall bear interest. The directors may, if authorised by an ordinary resolution, offer shareholders the right to elect to receive further shares, credited as fully paid instead of cash in respect of all or part of a dividend (a "scrip dividend"). The directors may, pursuant to the provisions of the Articles relating to disclosure of interests, withhold dividends or other sums payable in respect of shares which are the subject of a notice under section 793 of the Act and which represent 0.25% or more in nominal value of the issued shares of their class and in respect of which the required information has not been received by the Company within 14 days of that notice and the member holding those shares may not elect, in the case of a scrip dividend, to receive shares instead of that dividend.
The Company or its directors may fix a date as the record date for a dividend provided that the date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared. A dividend unclaimed for a period of 12 years from the date when it became due for payment shall be forfeited and cease to remain owing by the Company.
If the Company is wound up, the liquidator may, with the sanction of a special resolution and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company attributable to the relevant class of share 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. The liquidator may with the same sanction, vest the whole or any part of the assets in trustees on trusts for the benefit of the members as the liquidator, with the same sanction, thinks fit but no member shall be compelled to accept any assets on which there is any liability.
Any rights attaching to a class of shares in the Company may be varied with the written consent of the holders of not less than three-fourths in nominal value of the issued shares of the class (excluding any shares of the class held as treasury shares), or with the sanction of a special resolution passed at a separate general meeting of the holders of the relevant class. The quorum for the separate general meeting shall be two persons holding, or
represented by proxy, not less than one-third in nominal value of the issued shares of the relevant class (excluding any shares of the class held as treasury shares).
Subject to the restriction set out in this paragraph, any member may transfer all or any of his shares in any manner which is permitted by the Statutes (as defined in the Articles) or in any other manner approved by the board. A transfer of a certificated share shall be in writing in the usual common form or in any other form permitted by the Statutes or approved by the board. The transferor is deemed to remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect of those shares. All transfers of uncertificated shares shall be made by means of the relevant system or in any other manner which is permitted by the Statutes and is from time to time approved by the board.
The directors have a discretion to refuse to register a transfer of a certificated share which is not fully paid (provided that this does not prevent dealings in the shares from taking place on an open and proper basis). The directors may also decline to register a transfer of shares in certificated form unless (i) the instrument of transfer is deposited at the office of the Company or such other place as the board may appoint, accompanied by the certificate for the shares to which it relates if it has been issued and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of share as in favour of no more than four transferees. The directors may, pursuant to the provisions of the Articles relating to disclosure of interests, decline to register a transfer in respect of shares which are the subject of a notice under section 793 of the Act and which represent at least 0.25% of the issued shares of their class, and in respect of which the required information has not been received by the Company within 14 days after service of the notice.
Save as aforesaid, the Articles contain no restrictions as to the free transferability of fully paid shares.
4.10 Alteration of capital and purchase of own shares
The Company may alter its share capital as follows:
by ordinary resolution, it may increase its share capital, consolidate and $4.10.1$ divide all or any of its share capital into shares of a larger amount, sub-divide all or any of its shares into shares of smaller amount and cancel any shares not taken or agreed to be taken by any person;
The board shall convene and the Company shall hold annual general meetings in accordance with the requirements of the Statutes.
All meetings other than annual general meetings shall be called general meetings. The board may convene a general meeting whenever it thinks fit. A general meeting shall also be convened by the board on the requisition of members pursuant to the provisions of the Statutes or, in default, may be convened by such requisitions, as provided by the Statutes. The board shall comply with the provisions of the Statutes regarding the giving and the circulation, on the requisition of members, of notices of resolutions and of statements with respect to matters relating to any resolution to be proposed or business to be dealt with at any general meeting of the Company.
The board may both prior to and during any general meeting make any arrangements and impose any restrictions which it considers appropriate to ensure the security and/or the orderly conduct of any such general meeting, including, without limitation, arranging for any person attending any such meeting to be searched, for items of personal property which may be taken into any such meeting to be restricted and for any person (whether or not a member of the Company) who refuses to comply with any such arrangements or restrictions to be refused entry to or excluded from any such meeting.
Subject to the provisions of the Statutes, an annual general meeting and all other general meetings of the Company shall be called by at least such minimum period of notice as is prescribed under the Statutes for the type of meeting concerned.
The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted.
Notice of every general meeting shall be given to all members other than any who, under the provisions of the Articles or the terms of issue of the shares which they hold, are not entitled to receive such notices from the Company, and also to the auditors (or, if more than one, each of them) and to each director.
Every notice of meeting shall state with reasonable prominence that a member entitled to attend, speak and vote at the meeting may appoint one or more proxies to attend, speak and vote at that meeting instead of him and that a proxy need not be a member of the Company.
No business, other than the appointment of a chairman, shall be transacted at any general meeting unless the requisite quorum is present when the meeting proceeds to business.
Except as otherwise provided by the Articles two persons entitled to attend and to vote on the business to be transacted, each being a member present in person or by proxy or a duly authorised representative of a corporation which is a member shall be a quorum. If within 15 minutes from the time appointed for the holding of a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week (or, if that day is not a business day, to the next business day) and at the same time and place, as the original meeting, or to such other day, and at such other time and place, as the board may decide and in the latter case not less than seven clear days' notice of the adjourned meeting shall be given in any manner in which notice of a meeting may lawfully be given for the time being. If at an adjourned meeting a quorum is not present within 15 minutes from the time fixed for holding the meeting, the meeting shall be dissolved.
At each general meeting, the chairman of the board or, if he is absent or unwilling, the deputy chairman (if any) of the board or (if more than one deputy chairman is present and willing) the deputy chairman who has been longest in such office or, if no deputy chairman is present and willing, then one of the other directors who is appointed for the purpose by the board or (failing appointment by the board), by the members present, shall preside as chairman of the meeting, but if no director is present within 15 minutes after the time fixed for holding the meeting or, if none of the directors present is willing to preside, the
members present and entitled to vote shall choose one of their number to preside as chairman of the meeting.
Whether or not he is a member, a director shall be entitled to attend and speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares of the Company.
With the consent of any meeting at which a quorum is present the chairman of the meeting may (and if so directed by the meeting shall) adjourn the meeting from time to time or sine die and from place to place.
In addition, the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place if, in his opinion, it would facilitate the conduct of the business of the meeting to do so, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting.
At a general meeting a resolution put to the 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 demanded by:
and a demand for a poll by a person as proxy for a member shall be as valid as if the demand were made by the member himself.
If a poll is demanded (and the demand is not withdrawn), it shall be taken at such time (either at the meeting at which the poll is demanded or within 30 days after the meeting), at such place and in such manner as the chairman of the meeting shall direct and he may appoint scrutineers (who need not be members).
A proxy need not be a member of the Company and a member may appoint more than one proxy in relation to a meeting to attend and to speak and to vote on the same occasion provided that each proxy is appointed to exercise the rights attached to a different share or shares held by a member.
An appointment of a proxy shall be in writing in:
The appointment of a proxy shall:
by or on behalf of the Company in relation to the meeting or in any invitation in electronic form to appoint a proxy issued by or on behalf of the Company in relation to the meeting, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting;
In relation to any shares which are held in uncertificated form, the board may from time to time permit appointments of a proxy to be made by electronic means in the form of an uncertificated proxy instruction.
An appointment of a proxy relating to more than one meeting (including any adjournment thereof) having once been so received for the purposes of any meeting shall not require to be received again for the purposes of any subsequent meeting to which it relates.
Notice of the revocation of the appointment of a proxy may be given in any lawful manner which complies with the regulations (if any) made by the directors to govern the revocation of a proxy.
Unless otherwise determined by ordinary resolution of the Company, the number of directors shall be not less than two but there shall be no maximum number of directors.
The Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an additional director.
No person (other than a director retiring by rotation or otherwise) shall be appointed or reappointed a director at any general meeting unless:
The board may appoint any person who is willing to act to be a director either to fill a vacancy or by way of addition to their number.
The directors (other than any director who for the time being holds an executive office of employment with the Company or a subsidiary of the Company) shall be paid out of the funds of the Company by way of remuneration for their services as determined by the directors. The aggregate of the fees per Company shall not exceed £100,000 per annum (or such larger sum as the Company may, by ordinary resolution determine). Any fee shall be distinct from any remuneration or other amounts payable to a director under other provisions of the Articles and shall accrue from day to day. The directors may be paid all travelling, hotel and other expenses properly incurred in and about the discharge of their duties as directors including expenses incurred in travelling to and from meetings of the board, committee meetings, general meetings and separate meetings of the holders of any class of securities of the Company.
At each annual general meeting any director who has been appointed by the board since the previous annual meeting and any director selected to retire by rotation shall retire from office.
At each annual general meeting of the Company, one-third of the directors (excluding any director who has been appointed by the directors since the previous annual general meeting) or, if their number is not an integral multiple of three, the number nearest to onethird but not exceeding one-third shall retire from office. In addition, each director shall retire from office at the third annual general meeting after he was appointed or reappointed, if he would not otherwise fall within the directors to retire by rotation.
The directors to retire shall be those directors who, at the date of the notice of the meeting, have been longest in office since their last appointment or re-appointment but, as between persons who became or were last re-appointed directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.
The directors to retire on each occasion shall be determined (both as to number or identity) by the composition of the board at the start of business on the date of the notice convening the annual general meeting and no directors shall be required to retire or be relieved from retiring by reason of any change in the number or identity of the directors after that time but the before the close of the meeting.
A retiring director shall be eligible for re-appointment and (unless he is removed from office or his office is vacated in accordance with the Articles) shall retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to appoint another person in his place or the resolution to reappoint him is put to the meeting and lost.
If at any meeting at which the appointment of a director ought to take place the office vacated by a retiring director is not filled, the retiring director, if willing to act, shall be deemed to be re-appointed, unless at the meeting a resolution is passed not to fill the vacancy or to appoint another person in his place or unless the resolution to re-appoint him is put to the meeting and lost.
No person shall be disqualified from being appointed a director and no director shall be required to vacate from office, by reason only of his age.
The Company may by ordinary resolution, of which special notice has been given in accordance with the Statutes, remove any director before his period of office has expired notwithstanding anything in the Articles or in any agreement between him and the Company.
Without prejudice to the provisions of the Articles for retirement or removal, the office of a director shall be vacated:
The board may appoint one or more directors to hold any executive office or employment under the Company and on such terms as the board determine.
A director appointed to any executive office or employment shall automatically cease to hold that office if he ceases to be a director without prejudice to any claim for damages for breach of any contract of employment.
Each director may appoint another director or any other person who is willing to act as his alternate and may remove him from that office. The appointment as an alternate director of any person who is not himself a director shall be subject to the approval of a majority of the directors or a resolution of the board.
An alternate director shall be entitled to receive notice of all meetings of the board and of all meetings of committees of which the director appointing him is a member, to attend and vote at any such meeting at which the director appointing him is not personally present and at the meeting to exercise and discharge all the functions, powers and duties of his appointor as a director and for the purposes of the proceedings at the meeting the provisions of the Articles shall apply as if he were a director.
Every person acting as an alternate director shall have one vote for each director for whom he acts as alternate, in addition to his own vote if he is also a director, but he shall count as only one for the purpose of determining whether a quorum is present.
A director shall not be entitled to vote on a resolution or (or attend or count in the quorum at those parts of a meeting regarding such resolution) relating to a transaction or arrangement with the Company in which he is interested (including by virtue of interests of persons connected with him) save where the other directors resolve that he should be entitled to do so where they are satisfied that this interest cannot reasonably be regarded as likely to give rise to a conflict of interest or save in any of the following circumstances:
any contract concerning an offer of shares, debentures or other securities of or by the $(b)$ Company (or any of its subsidiary undertakings) for subscription or purchase in which offer he is or may be entitled to participate as a holder of securities or he is or is to be interested as a participant in the underwriting or sub-underwriting thereof:
any contract in which he is interested by virtue of his interest in shares, debentures or $(c)$ other securities of the Company or otherwise in or through the Company;
Subject to the interest of a director being duly declared, a contract entered into by or on behalf of the Company in which any director is any way interested shall not be avoided nor shall any director be liable to account to the Company for any benefit realised as a result of the contract.
A director shall not vote or be counted in the quorum in relation to a resolution of concerning his own appointment (including fixing or varying its terms), or the termination of his own appointment.
Where proposals are under consideration concerning the appointment (including fixing or varying its terms) or the termination of the appointment of two or more directors, a separate resolution may be put in relation to each director and in that case, each director concerned (if not otherwise debarred from voting) is entitled to vote.
Where a situation occurs or is anticipated to occur which gives rise or may give rise to a conflict of interest (excluding a conflict of interest arising in relation to a transaction or arrangement with the company) on the part of any director (a "Conflicted Director") (other than a situation which cannot reasonably be regarded as likely to give rise to a conflict of interest), the matter shall be referred to the directors other than the Conflicted Director (the "Non-Conflicted Directors").
The Non-Conflicted Directors shall meet to consider the matter as soon as possible after the matter is referred to them and they have received all relevant particulars relating to the situation. The quorum for a meeting of the Non-Conflicted Directors shall be the same as for a meeting of the board.
The Non-Conflicted Directors have authority to authorise any matter which gives rise to the conflict of interest concerned on such terms as they think fit. Any such terms may be varied by the Non-Conflicted Directors and the Non-Conflicted Directors may revoke such authority at any time insofar as it has not already been acted on. The Non-Conflicted Directors shall communicate their decision promptly to each Conflicted Director.
A Conflicted Director shall not be entitled to any information which is relevant to the matter giving rise to the conflict of interest except to the extent authorised by the Non-Conflicted Directors.
Where a matter giving rise to a conflict of interest is authorised by the Non-Conflicted Directors, the Conflicted Director shall be released from any duty to disclose to the Company any confidential information relating to the matter in question which he receives or has received from a third party; and save as otherwise determined by the Non-Conflicted Directors at the time when they authorise the matter, not be accountable to the Company for any benefit which he derives from such matter (excluding a benefit conferred on the director by a third party by reason of his being a director of the Company or by reason of his doing or not doing anything as a director of the Company).
Any confidential information which a Conflicted Director has received from the Company or in his capacity as a director of the Company shall not be disclosed by him to any third party except insofar as permitted by the Non-Conflicted Directors.
The directors may authorise a matter which may give rise to a conflict of interest on the part of a person who is proposed to be appointed as a director to the board and any authorisation of such matter by the directors shall apply in relation to such person on his appointment as a director.
The board may exercise all the powers of the Company to pay, provide or procure the grant of pensions or other retirement or superannuation benefits and death, disability or other benefits allowances or gratuities to any person who is or who has at any time been a director of the Company or in the employment or service of the Company or any Associated Company (as defined in the Articles) or of the predecessors in business of the Company or any Associated Company (or the relatives or dependants of any such person).
The business of the Company shall be managed by the board which may exercise all the powers of the Company, subject to the provisions of the Statutes, the memorandum of association of the Company, the Articles and any special resolution of the Company. No special resolution or alteration of the memorandum of association of the Company or the Articles shall invalidate any prior act of the board which would have been valid if the resolution had not been passed or the alteration had not been made.
The board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property, assets (present and future) and uncalled capital and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. The board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries so as to secure (in relation to subsidiaries only so far as by such exercise it can secure) that the aggregate principal amount outstanding at any time in respect of all borrowings by the Group (as defined in the Articles) (exclusive of intra-group borrowing) shall not, without the previous sanction of the Company in general meeting, exceed a sum equal to 10 per cent. of the adjusted share capital and reserves, provided that prior to the publication of an audited balance sheet of the Company such aggregate principal amount shall be limited to 10 per cent. of the amount paid up or credited as paid up (whether in respect of nominal value or premium) on the allotted or issued share capital of the Company.
For this purpose, the adjusted capital and reserves means the aggregate of the amount paid up on the issued or allotted share capital of the Company and the amount standing to the credit of the reserves of the Group (as defined in the Articles) (including share premium account, capital redemption reserve fund, property revaluation reserve and unappropriated balance of investment or grants), after adding or deducting any balance standing to the credit or debit of the Group's profits and loss account, all as shown in the relevant balance sheet but adjusted as may be appropriate in respect of any variation in the amount of the paid up share capital, the share premium account or capital redemption reserve since the date of the relevant balance sheet, excluding amounts attributable to the share capital of any undertaking not owned by a Group Company (as defined in the Articles) and any sum set aside for taxation, and after deducting the amount of any distribution declared, recommended or made by any Group Company and after making such other adjustments (if any) as the board may consider appropriate or necessary and as are approved by the auditors.
Subject to the provisions of and so far as may be permitted by and consistent with the Statutes each current or former director or other officer (other than an auditor) of the Company or any Associated Company may be indemnified out of the assets of the Company against:
For the purpose of this Article, references to "liability" shall include all costs and expenses incurred by the current or former director or other officer (other than an auditor) in relation thereto.
Subject to the provisions of and so far as may be permitted by the Statutes, the board may exercise all the powers of the Company to:
provide any current or former director or other officer (other than an auditor) $(a)$ of the Company with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the Company or an Associated Company, or in connection with any application for relief under the provisions mentioned in section 205(5) of the Act; and
$(b)$ do anything to enable any such person to avoid incurring expenditure,
but so that the terms set out in section 205(2) of the Act shall apply to any such provision of funds or other things so done. For the purpose of this Article references to "director" in section 205(2) of the Act shall be deemed to include references to a former director or other officer (other than an auditor) of the Company.
The board may purchase and maintain for or for the benefit of any person who holds or has at any time held a relevant office (as defined in the Articles), insurance against any liability or expense incurred by him in relation to the Company or any Associated Company or any third party in respect of any act or omission in the actual or purported discharge of his duties or otherwise in connection with holding his office.
The board may entrust to and confer upon any director any of its powers, authorities and discretions (with power to sub-delegate) on such terms and conditions as it thinks fit and may revoke or vary all or any of them, but no person dealing in good faith shall be affected by any revocation or variation.
The board may delegate any of its powers, authorities and discretions (with power to subdelegate) including without prejudice to the generality of the foregoing all powers, authorities and discretions whose exercise involves or may involve the payment of remuneration to, or the conferring of any other benefit on, all or any of the directors to any committee consisting of such person or persons (whether directors or not) as it thinks fit, provided that the majority of the members of the committee are directors and that no meeting of the committee shall be quorate for the purpose of exercising any of its powers, authorities or discretions unless a majority of those present are directors.
The board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit.
Notice of a board meeting shall be deemed to be properly given to a director if it is given to him personally or by word or mouth or sent in hard copy form to him at his last known address or any other address given by him to the Company for this purpose or sent in electronic form to him at an address given by him to the Company for this purpose.
The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two. Subject to the provisions of the Articles, any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no other director objects and if otherwise a quorum of directors would not be present.
Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
A meeting of the board may consist of a conference between directors some or all of whom are in different places provided that each director who participates is able:
A meeting held in this way is deemed to take place at the place where the largest group of participating directors is assembled or, if no such group is readily identifiable, at the place from where the chairman of the meeting participates.
A resolution in writing signed by all the directors entitled to notice of a meeting of the board and to attend such meeting, count in the quorum and vote on such resolution shall be as valid and effective as if it had been passed at a meeting of the board duly called and constituted provided that the number of directors signing the resolution is not less than the number of directors required for a quorum necessary for the transaction of the business of the board. The resolution may be contained in one document or in several documents in like form, each signed or approved by one or more of the directors concerned.
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 Statutes, 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 Statutes, 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 (as defined by section 830(2) of the Act) 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 (as defined by section 830(2) of the Act) or be applied in paying dividends on any shares in the Company.
The Directors shall put an ordinary resolution to the annual general meeting of the Companies in 2018 and, if passed, to every fifth subsequent annual general meeting, proposing that each Company should continue as a VCT for a further five year period. If any such ordinary resolution is not passed, the Directors shall draw up proposals for the reorganisation, reconstruction or voluntary winding up of the Company for submission to the members of the Company at general meeting to be convened by the Directors on a date not more than four months after such annual general meeting. Implementation of the proposals will require the approval of members by special resolution.
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument. The Ordinary Shares and "C" Shares have been made eligible for settlement in CREST by means of a resolution of the Boards of each of the Companies, with the necessary notice having been given to all members of the Company at that time, as contemplated by the Uncertificated Securities Regulations 2001.
are or are expected to be as follows:
| As at the date of this Document |
After the Offers have closed |
||||
|---|---|---|---|---|---|
| Director | Number of Ordinary Shares |
Number of 'C' Shares |
Number of Ordinary Shares |
Number of 'C' Shares |
|
| Ventus | David Pinckney | 10,300 | 2,600 | 10,105 | 2,600 |
| David Williams | nil | nil | nil | nil | |
| Richard Abbott | nil | nil | nil | nil | |
| Ventus 2 | Alan Moore | 16,061 | 10,400 | 15,866 | 10,400 |
| Colin Wood | 10,284 | 5,200 | 10,089 | 5,200 | |
| Paul Thomas | 10,284 | 5,200 | 10,089 | 5,200 |
At the date of this document and after the Offers have closed, the Companies are aware of 6.2 the following persons who are or will hold, directly or indirectly, voting rights representing 3% or more of the issued share capital of the Companies to which voting rights are attached (assuming full take up under the Tender Offers and full subscription under the Offers):
| As at the date of this Document | ||
|---|---|---|
| --------------------------------- | -- | -- |
| Name | Number of Ordinary Shares |
Percentage of voting rights of Ordinary Shares |
Number of 'C' Shares |
Percentage of voting rights of the 'C' Shares |
|
|---|---|---|---|---|---|
| Ventus | Heartwood Nominees Limited |
1,917,400 | 11.7% | Nil | Nil |
| Ventus 2 | N/A | N/A | N/A | N/A | N/A |
| After the Offers have closed | |||||
|---|---|---|---|---|---|
| Name | Number of Ordinary Shares |
Percentage of voting rights of Ordinary Shares |
Number of 'C' Shares |
Percentage of voting rights of the 'C' Shares |
|
| Ventus | Heartwood Nominees Limited |
1,881,051 | $9.9\%$ | Nil | Nil |
| Ventus 2 | N/A | N/A | N/A | N/A | N/A |
| Name | Position | Name of company/ partnership |
Position still held (Y/N) |
|---|---|---|---|
| David Pinckney |
Director | DP European Property Limited |
N |
| Director | Albion Development VCT plc |
Y | |
| Director | Syndicate Asset Management Plc |
N | |
| Director | Ventus 3 | N (company dissolved) | |
| Director | The Access Fund General Partner Limited |
N (company dissolved) | |
| Director | Access Fund (Nominee) Limited |
N (company dissolved) | |
| Director | KleenAir Systems International plc |
N | |
| David Williams |
Director | Eco2 Limited | Υ |
| Director | Tidal Energy Limited | Υ | |
| Director | Eco2 Marine Energy Limited |
Y | |
| Director | Fochriw Renewable Energy Limited |
Υ | |
| Director | Greenscares Renewable Energy Limited |
Υ | |
| Director | Glyncorrwg Renewable Energy Limited |
Y | |
| Director | Eco2 Lincs CHP Limited | Y | |
| Director | Eco2 Biomass Limited | Y | |
| Director | Eco2 North Lincs Limited | Υ | |
| Director | Eco2 Central Limited | Y | |
| Director | Eco2 Espana Limited | Y | |
| Director | Eco2 Hatton Limited | Y | |
| Director | Hatton Windpower Limited |
Y | |
| Director | Eco2 Aranda Limited | Y | |
| Director | Eco2 Medina Limited | Y |
| Position | Name of company/ partnership |
Position still held (Y/N) |
|---|---|---|
| Director | Eco2 Rioja Limited | Y |
| Director | Eco2 Romania Limited | Y |
| Director | Eco2 Eastern Limited | Y |
| Director | Eco 2 Renewables Limited |
Y |
| Director | Eco2 Southern Limited | Y |
| Director | Eco2 Northern Limited | Y |
| Director | Eco2 Western Limited | Y |
| Director | Tidal Energy Developments North Wales Limited |
Y |
| Director | Tidal Energy Developments South Wales Limited |
Y |
| Non Executive Director |
Barrington Energy Group Ltd |
Y |
| Director | Boganlea Renewable Energy Limited |
Y |
| Director | Renewable Energy Association |
Y |
| Director | Eco-5 Limited | N |
| Director | Western Bio-Energy (Fuels) Limited |
N |
| Director | British Biogen Limited | N (company dissolved) |
| Director | Lyme & Wood Power Limited |
Ν |
| Director | Berwick Farm Power Limited |
Ν |
| Director | Eco2 LFG Power Limited | N |
| Director | Frampton Power Limited | Ν |
| Director | Vigo Utopia Power Limited |
N |
| Name | Position | Name of company/ partnership |
Position still held (Y/N) |
|---|---|---|---|
| Director | Eco2 Cambrian Limited | N | |
| Director | Cambrian Renewable Energy Limited |
N | |
| Director | Eco2 Lincs Limited | N | |
| Director | Lincolnshire Biomass Limited |
N | |
| Director | Eco2 Hatton Limited | N | |
| Director | Redimo LFG Power Limited |
N | |
| Richard Abbott |
Director | Access Fund (Nominee) Limited |
N (company dissolved) |
| Director | Carter Lane Limited | Υ | |
| Director | City of London Financial Services Limited |
Υ | |
| Director | Hardy (Underwriting Agencies) Limited |
Υ | |
| Director | Hardy Underwriting Group Plc |
N | |
| Director | I-Mob Holdings Limited | Υ | |
| Director | I-Mob Plc | Υ | |
| Member | Inside Track 3 LLP | Y | |
| Member | Inside Track 2 LLP | Υ | |
| Director | KF Corporate Finance Limited |
N | |
| Director | Marechale Capital Plc | N | |
| Director | MEM Capital Limited | N | |
| Director | MEM Consumer Finance Limited |
N | |
| Designated Member |
Quercus Capital LLP | N (partnership dissolved) |
|
| Director | Ropley Associates Limited |
Υ |
| Name | Position | Name of company/ partnership |
Position still held (Y/N) |
|---|---|---|---|
| Designated Member |
SHF Asset Management LLP |
N | |
| Director | Professions Funding Limited |
N | |
| Director | SHF London Limited | N (company dissolved) | |
| Director | SHF Energy Limited | N (company dissolved) | |
| Director | St Helens Finance Plc | Υ | |
| Director | The Access Fund General Partner Limited |
N (company dissolved) | |
| Member | RCP Carry LLP | N | |
| Alan Moore | Director | Cowrie Limited | Y (proposal to strike off company) |
| Director | Ventus 3 | N (company dissolved) | |
| Director | Partnerships For Renewables Limited |
Y | |
| Director | Renewable UK Association |
N | |
| Colin Wood | Director | Ventus 3 | N (company dissolved) |
| Director | The Century Building Society |
Υ | |
| Director | Ventus | N | |
| Paul Thomas |
Director | Pi Capital (Holdings) Ltd | Y |
| Director | Private Investor Capital Limited |
Y | |
| Director | Ventus 3 | N (company dissolved) | |
| Director | Pi Capital Partners 1 Limited |
Y | |
| Director | Pi Capital Partners 2 Limited |
Y | |
| Director | Pi Capital Limited | Y | |
| Director | Seraphim Capital (GP) Limited |
Υ | |
| Director | Pi Capital Partners 3 Limited |
Y. |
| Name | Position | Name of company/ partnership |
Position still held (Y/N) |
|---|---|---|---|
| Director | Newco PST Limited | Y (proposal to strike off company) |
|
| Member | ECI Partners LLP | Ν | |
| Designated member |
Seraphim Capital (General Partner) Limited Liability Partnership |
Y |
The business address of all the Directors is Berger House, 36-38 Berkeley Square, London W1J SAE.
Ventus does not have any subsidiaries. Ventus 2 has 2 subsidiaries, Redevan Energy Limited and Spurlens Rig Wind Limited, both of which are incorporated and registered in England and Wales, and holds 60 per cent. of the voting rights in each of these companies.
Under an offer agreement dated 3 February 2012, between the Companies, the Directors, Temporis and the Sponsor, the Sponsor has agreed to act as sponsor to the Offers (the "Offer The Companies have given customary representations, warranties and Agreement"). indemnities to the Sponsor. The Sponsor may terminate this agreement at any time prior to Admission if it becomes aware of any material breach of warranty prior to Admission.
The City Code on Takeovers and Mergers (the "Code") applies to all takeover and merger transactions in relation to the Companies, and operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover, and that shareholders of the same class are afforded equivalent treatment. The Code provides an orderly framework within which takeovers are conducted and the Panel on Takeovers and Mergers has now been placed on a statutory footing. The Takeovers Directive was implemented in the UK in May 2006 and since 6 April 2007 has effect through the
Companies Act 2006. The Directive applies to takeovers of companies registered in an EU member state and admitted to trading on a regulated market in the EU or EEA.
The Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. General Principle One states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment and if a person acquires control of a company the other holders of securities must be protected. This is reinforced by Rule 9 of the Code which requires a person, together with persons acting in concert with him, who acquires shares carrying voting rights which amount to 30% or more of the voting rights to make a general offer. "Voting rights" for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting. A general offer will also be required where a person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights, acquires additional shares which increase his percentage of the voting rights. Unless the Panel consents, the offer must be made to all other shareholders, be in cash (or have a cash alternative) and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50% of the voting rights.
There are not in existence any current mandatory takeover bids in relation to the Companies.
Section 979 of the Act provides that if, within certain time limits, an offer is made for the share capital of either Company, the offeror is entitled to acquire compulsorily any remaining shares if it has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90% in value of the shares to which the offer relates and in a case where the shares to which the offer relates are voting shares, not less than 90%, of the voting rights carried by those shares. The offeror would effect the compulsory acquisition by sending a notice to outstanding shareholders telling them that it will compulsorily acquire their shares and then, six weeks from the date of the notice, pay the consideration for the shares to the relevant Company to hold on trust for the outstanding shareholders. The consideration offered to shareholders whose shares are compulsorily acquired under the Act must, in general, be the same as the consideration available under the takeover offer.
Section 983 of the Act permits a minority shareholder to require an offeror to acquire its shares if the offeror has acquired or contracted to acquire shares in either Company which amount to not less than 90%, in value of all the voting shares in the relevant Company and carry not less than 90%, of the voting rights. Certain time limits apply to this entitlement. If a shareholder exercises its rights under these provisions, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.
The provisions of DTR 5 will apply to the Companies and their shareholders. DTR 5 sets out the notification requirements for shareholders and the Companies where the voting rights of a shareholder exceed, reach or fall below the threshold of 3% and each 1% thereafter up to 100%. DTR 5 provides that disclosure by a shareholder to the relevant Company must be made within two trading days of the event giving rise to the notification requirement and the relevant Company must release details to a regulatory information service as soon as possible following receipt of a notification and by no later than the end of the trading day following such receipt.
The following are the only contracts (not being contracts entered into in the ordinary course of business) which have been entered into by the Companies in the two years immediately preceding the date of this document or which are expected to be entered into prior to Admission and which are, or may be, material or which have been entered into at any time by the Companies and which contain any provision under which either Company has any obligation or entitlement which is, or may be, material to the relevant Company as at the date of this document:
The Management Agreement also contains the Manager's incentive fee arrangement. No incentive fee will be payable until Ventus has provided a cumulative return to investors in the form of growth in Net Asset Value plus payment of dividends (the "Return") of 60p per Ordinary Share. Thereafter, the incentive fee, which is payable in cash, is calculated as 20% of the amount by which the Return in any accounting period exceeds 7p per share. The incentive fee is exclusive of VAT. In the event that the full payment of the incentive fee plus irrecoverable VAT in any accounting period would cause the annual dividend payments made by Ventus in that accounting period to fall below 6p per Ordinary Share, the incentive fee for that accounting period will be deferred as necessary so that the payment of the incentive fee does not cause the annual dividend payments made by Ventus for that period to fall below 6p per Ordinary share. Any balance unpaid will be carried forward and paid at the end of the following accounting period or periods. Interest will be added to any deferred payments calculated at the prevailing base lending rate of HSBC Bank plc. The incentive fee will be payable annually.
The Management Agreement is terminable by either party on 12 months' written notice given at any time after 12 September 2014 subject to earlier termination by any party in the event of, inter alia, Ventus or the Manager having a receiver, administrator or liquidator appointed or committing a material breach of the Management Agreement, or by Ventus if it ceases to be a VCT for tax purposes or if the Manager shall cease to be able to carry out its obligations under the Agreement lawfully. If terminated by Ventus without due cause or on less than the requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payment. The Incentive fee will continue to be payable if the Management Agreement is terminated other than by reason of a default on the part of the Manager. The Management Agreement will terminate automatically, without compensation, upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Ventus.
The Management Agreement dated 26 August 2011 (effective on 12 September 2011) $12.4$ between (i) Ventus 2 and (ii) the Manager pursuant to which the Manager will provide or procure the provision of certain investment management services to Ventus 2 for a fee payable quarterly in advance on 1 December, 1 March, 1 June and 1 September in each year (together with any applicable VAT) of an amount equal to 2.5% per annum of the Net Asset Value of Ventus 2. In connection with taking over the investment management of Ventus 2, Temporis has agreed to waive investment management fees amounting to £530,000 in relation to the Ventus 2 Ordinary Share fund.
The Manager will also provide administrative services to Ventus 2. Under the Management Agreement, Ventus 2's operating expenses, including all sums payable under the
Management Agreement save for the performance incentive fee described below and exclusive of irrecoverable VAT, will not exceed 3.6% of Ventus 2's audited Net Asset Value at the relevant year end (save that the Manager's liability will not exceed the amount of its fees).
The Management Agreement also contains the Manager's incentive fee arrangement. No incentive fee will be payable until Ventus 2 has provided a cumulative return to investors in the form of growth in Net Asset Value plus payment of dividends (the "Return") of 60p per Ordinary Share. Thereafter, the incentive fee, which is payable in cash, is calculated as 20% of the amount by which the Return in any accounting period exceeds 7p per share. The incentive fee is exclusive of VAT. In the event that the full payment of the incentive fee plus irrecoverable VAT in any accounting period would cause the annual dividend payments made by Ventus 2 in that accounting period to fall below 6p per Ordinary Share, the incentive fee for that accounting period will be deferred as necessary so that the payment of the incentive fee does not cause the annual dividend payments made by Ventus 2 for that period to fall below 6p per Ordinary share. Any balance unpaid will be carried forward and paid at the end of the following accounting period or periods. Interest will be added to any deferred payments calculated at the prevailing base lending rate of HSBC Bank plc. The incentive fee will be payable annually.
The Management Agreement is terminable by either party on 12 months' written notice given at any time after 12 September 2014 subject to earlier termination by any party in the event of, inter alia, Ventus 2 or the Manager having a receiver, administrator or liquidator appointed or committing a material breach of the Management Agreement, or by Ventus 2 if it ceases to be a VCT for tax purposes or if the Manager shall cease to be able to carry out its obligations under the Agreement lawfully. If terminated by Ventus 2 without due cause or on less than the requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payment. The Incentive fee will continue to be payable if the Management Agreement is terminated other than by reason of a default on the part of the Manager. The Management Agreement will terminate automatically, without compensation, upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Ventus 2.
A Termination and Transfer Agreement dated 26 August 2011 ("TTA") in respect of $12.5$ investment management arrangements between Ventus (1), Ventus 2 (2), Climate Change Capital Limited ("CCC") (3), Climate Change Advisory Limited ("CCA") (4) and Climate Change Holdings Limited ("CCH") (together "the CC Companies ") (5) whereby the investment management agreements (as varied and supplemented) entered into by the parties were terminated by mutual agreement with effect from 12 September 2011. Under the TTA
arrangements were made for the orderly transfer of the investment management services to Temporis and indemnities were given to the CC Companies by Ventus and Ventus 2 in respect of the transfer of employment of certain employees to Temporis. The TTA is in full and final settlement of all claims that either party may have against the others arising out of or in connection with the said management arrangements.
Other than the offer agreement referred to at paragraph 9 above, the TTA referred to at paragraph 12.5 above and the loan agreement referred to at paragraph 12.9 above, there have been no related party transactions relating to the Companies since 1 March 2008.
will also invest and manage their assets to ensure compliance with the VCT rules and restrictions.
In the event of any suspension, valuations are held at the suspended price and a view is taken with consideration to best market practice and information from advisers.
The Directors do not anticipate any circumstances arising under which the valuations may 14.12 be suspended. Should the determination of net asset value differ from that set out above then this will be communicated to investors in Ventus and Ventus 2 through a Regulatory News Service provider.
$15.1$ Further information on Temporis Capital LLP
Temporis Capital LLP is regulated and authorised by the Financial Services Authority (no. 440925) and registered in England and Wales under number OC315077 and was
incorporated as an LLP on 7 September 2005 in the UK and operates under the Acts and the regulations made under those Acts. Temporis Capital LLP is domiciled in the UK and is a limited company. It is registered at Berger House, 36-36 Berkeley Square, London, W1J 5AE. The telephone number is 020 7491 9033.
Further information on Cazenove Capital Management Limited 15.2
Cazenove Capital Management Limited is regulated by the Financial Services Authority and registered in England and Wales under number 3017060 and was incorporated on 1 February 2005 in the UK and operates under the Acts and the regulations made under those Acts. It is domiciled in the UK and is a Limited company. It is registered at 12 Moorgate, London EC2R 6DA and the general telephone number is 020 7155 5600.
The capitalisation and indebtedness of the Companies as at 31 December 2011 was as $17.1$ follows:
| Ventus (£000) | Ventus 2 (£000) | |
|---|---|---|
| Indebtedness | Nil | 327 |
| Shareholders' equity | 27,786 | 25,211 |
| Share capital | 6,928 | 8,966 |
| Reserves | 11,917 | 482 |
| Share Premium | 8,941 | 15,763 |
| Cash at bank | 4,070 | 4,411 |
All of the indebtedness of the Companies is unsecured and unguaranteed. The Companies 17.2 have incurred no indirect or contingent indebtedness. Each Company has power to borrow under its articles of association, details of which are set out in the paragraph entitled "Borrowing powers" on page 107.
Each Board is accountable to shareholders for the governance of each Company's affairs and is committed to maintaining the highest standards of corporate governance. Accordingly, each Board has adopted the AIC Code of Corporate Governance and reports against the principles and recommendations of this Code and the relevant provisions of the UK Corporate Governance Code (the "Codes"). Considering the principles detailed in the Codes the Boards believe that, insofar as they are relevant to the size and structure of each Company's business, each Company as at the date of this document complies or explains non-compliance with the provisions of the Codes throughout the financial year ended 28 February 2011 (as detailed on pages 19 of Ventus' Annual Report and Accounts for the period ended 28 February 2011 and pages 22 of Ventus 2's Annual Report and Accounts for the period ended 28 February 2011, which can both be downloaded at www.ventusvct.com/financialreports.aspx.html. These Accounts are incorporated by reference.
The Audit Committee of Ventus comprises David Pinckney (Chairman) and David Williams. The Audit Committee of Ventus 2 comprises Colin Wood (Chairman), Alan Moore and Paul Thomas. Each Committee meets twice a year to review the half-yearly report and annual financial statements before submission to each Board. The roles and responsibilities of the Audit Committees include reviewing each Company's internal controls and risk management systems, and monitoring auditor independence. The Audit Committees have primary responsibility for making recommendations on the appointment, reappointment and removal of the external Auditor of each Company.
The Audit Committees review the nature and extent of non-audit services provided by each Company's Auditor and ensure that the Auditor's independence and objectivity is safeguarded. The Auditor provides risk management advice and corporation tax services to the Companies. The Board is satisfied that the fees charged and work undertaken do not affect the Auditor's objectivity.
To date no Nomination or Remuneration Committees have been established. The establishment of a Nomination Committee is not anticipated as there are no current proposals to appoint any new Directors and recommendations for the re-election of Directors are considered by each Board. Matters relating to remuneration of Directors are considered by each Board and any Director is excluded from meetings whose purpose is the setting of his own remuneration.
There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Companies are aware) during the 12 months preceding the date of this document, which may have, or have had in the recent past, significant effects on either of the Company's or Ventus 2 Group's financial position or profitability.
those statements are in accordance with the facts and do not omit anything likely to affect the import of such information.
Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays and public holidays excepted) at the registered office of each Company and at the offices of Howard Kennedy LLP, 19 Cavendish Square, London W1A 2AW whilst the Offer remains open:
Dated 3 February 2012
is accepted by the Companies in their absolute discretion (which acceptance may be on the basis that you indemnify it against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the Companies, it may (without prejudice to other rights) avoid the agreement to allot such Ordinary Shares and may allot such Ordinary Shares to some other person, in which case you will not be entitled to any payment in respect of such Ordinary Shares:
(vii) subject as provided in paragraphs (iii) and (iv) above, authorise the Receiving Agents to send a share certificate or credit your CREST account in respect of the number of Ordinary Shares for which your application is accepted and/or to send a crossed cheque for any monies returnable, by post, at the risk of the person entitled thereto, to the address of the person named as the applicant in the Application Form;
(viii) warrant that if you sign the Application Form on behalf of somebody else you have due authority to do so on behalf of that other person and such person will also be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained herein and undertake to enclose your power of attorney or a copy thereof duly certified by a solicitor with the Application Form;
(xvi) agree that all documents and cheques sent by post by or on behalf of the Companies or the Receiving Agents, will be sent at the risk of the person(s) entitled thereto.
No person receiving a copy of this document or an Application Form in any territory other $(d)$ than the United Kingdom may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person outside the United Kingdom wishing to make an application hereunder to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.
Availability of this Prospectus
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Copies of this document and the Application Form are available until the Offers close from:
The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF; and
RAM Capital Partners LLP, 74 Chancery Lane, London, WC2A 1AD; and
The Companies' web site at www.ventusvct.com.
A copy of this Prospectus has been submitted to the National Storage Mechanism and is available to the public for viewing online at the following web site address: http://www.hemscott.com/nsm.do.
The following instructions should be read in conjunction with the Application Forms.
Insert your full name, address and date of birth and national insurance number in Block $1.$ Capitals in Section 1. No joint applications are permitted.
Applications may only be made by persons aged 18 or over.
$2.$ Insert in Section 2 the sums you are subscribing.
Your cheque or bankers' draft must be payable to "Ventus VCT plc - Offer Account" for subscriptions for Ordinary Shares in Ventus VCT plc, or to "Ventus 2 VCT plc - Offer Account" for subscriptions for Ordinary Shares in Ventus 2 VCT plc and should be crossed "A/C Payee". Receipt of your application will be acknowledged within a day of its having been received. Your cheque or bankers' draft must be drawn in sterling on an account at a bank, and must bear the appropriate sort code number in the top right hand corner. The right is reserved to reject any application. Applications may be accompanied by a cheque or bankers' draft drawn by someone other than the applicant(s), but any monies to be returned will be sent by crossed cheque in favour of the person(s) named in Section 1.
You may also subscribe for shares by way of an electronic transfer to the account details provided in the Application Forms. Please quote your surname as a reference when making electronic payment.
It is a term of the Offers that, to ensure compliance with the Money Laundering Regulations 2007, the Receiving Agent may at its absolute discretion require verification of identity from any person lodging an Application Form (the "Applicant") in an amount greater than £11,000 and without prejudice to the generality of the foregoing, in particular any person who either (i) tenders payment by way of cheque or bankers' draft drawn on an account in the name of a person or persons other than the Applicant or (ii) appears to be acting on behalf of some other person. In the former case, verification of the identities of both the Applicant and the third party may be required. In the latter case, verification of the identity of any person on whose behalf the Applicant appears to be acting may be required.
If within a reasonable period of time following a request for verification of identity and in any case by no later than 3.00 p.m. on the relevant date of allotment the Receiving Agents have not received evidence satisfactory to them as aforesaid, the Companies with the agreement of the Receiving Agents may, at their absolute discretion, reject any such application in which event the remittance submitted in respect of that application will be returned to the Applicant (without prejudice to the rights of the Companies to undertake proceedings to recover any loss suffered by it as a result of the failure to produce satisfactory evidence of identity).
Where possible Applicants should make payment by their own cheque. If a third party cheque, bankers' draft or building society cheque is used, the Applicant should:
The above information is provided by way of guidance to reduce the likelihood of difficulties, delays and potential rejection of an Application Form (but without limiting the Receiving Agents' right to require verification of identity as indicated above).
Commission will be paid at 3% of the amount paid for the Ordinary Shares issued in respect of such valid Application Form.
Authorised financial intermediaries may agree to waive part or all of their commission in respect of an application. If this is the case, then such application will be treated as an
application to subscribe the amount stated in Section 2 together with the amount of commission waived. Commission will be paid only in respect of the amount stated in Section 2. Financial intermediaries should keep a record of such Application Form submitted bearing their stamp to substantiate any claim for introductory commission. Claims for introductory commission must be made and substantiated on submission of an Application Form.
Send the completed Application Form together with your cheque or bankers' draft by post, or deliver it by hand (during normal business hours only), to The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF so as to be received no later than 1 pm. on 3 April 2012 (unless the Offer is otherwise closed or extended earlier).
If you post your Application Form you are recommended to use first class post and to allow at least two working days for delivery.
Receipt of Application Forms will not be acknowledged by the Receiving Agent.
To be used for subscriptions for Ordinary Shares in Ventus VCT plc under the Offers other than from proceeds of the Tender Offers - Not to be used for subscriptions for Ordinary Shares from proceeds of the Tender Offers
Before completing this Application Form you should read the Terms and Conditions of Application and the Guide to the Application Form. The Offers open on 3 February 2012 and the closing date will be 1.00 pm on 3 April 2012, (unless closed or extended prior to that date). Please send this Application Form together with your cheque or bankers' draft, if appropriate, and proof of identity if required to The City Partnership, Thistle House, 21 Thistle Street, Edinburgh EH2 1 DF
Please complete in BLOCK capitals
| Surname: |
|---|
| National Insurance Number: [100] |
You should be able to find your NI number on a payslip, form P45 or P60, a letter from the HMRC, a letter from the DSS, or pension order book)
| Permanent residential address: | |
|---|---|
| Postcode: | |
| Email: | |
| Telephone (work): | Telephone (home): |
These contact details will be used for all communications, distributions and dividends.
If you wish to nominate another address to receive your share and income tax relief certificates, please complete Section 5.
en alle proposition della consequenza della
I apply to subscribe £................................. for Ordinary Shares in Ventus VCT plc on the Terms and Conditions of Application set out in the Prospectus dated 3 February 2012 and the Memorandum and Articles of Association of the Company.
Applications must be for a minimum of £3,000 in total and may be made for any higher amount in multiples of £1,000.
Please mark with an X as appropriate
I enclose a cheque or bankers' draft(s) drawn on a UK clearing bank, made payable to "Ventus VCT plc - Offer Account"
I have instructed my bank to make an electronic payment to:
Bank HSBC Bank Plc
Account Name Ventus VCT plc - Offer Account
Account Number 34207564
Sort Code 40 05 30
Please quote your surname as a reference when making this electronic payment
| --------------------------------------- | ||
|---|---|---|
| Signature | Date | |
| >>>>++++++++++++++++++++++++++++++++++ |
For completion by authorised financial intermediaries ONLY
| Name of Firm: | Stamp: |
|---|---|
| Address: | |
| Postcode: | |
| Telephone: | |
| Fax: | |
| Name of Contact: | |
| Email Address: | |
| Signature of authorised signatory of authorised financial intermediary: |
Date |
Insert the amount of the subscription (if any) in respect of which you wish the commission to be waived and invested in additional Ordinary Shares $\mathbf{E}$
(to be used if commission to be paid to a Network or other third party)
| HISTORIA ESTATUAREN DEREKO GOLDEN ERREGIA ERAUGO DE EUROPA ERREGIA | |
|---|---|
| Name: | |
| Contact: | |
| ***** Rivier in the back of the first considerable of the Constitution of the Constitution of the Constitution of th ***** |
|
| Address: | Mahamurahuru wa |
| 0000000000000000 | www.common.com/www.common.com/www.com/www.com/www.com/www.com/www.com/www.com/www.com/www.com/www.com/www.com/ |
| Andresoft the COST advertisement constitution of the constitution of the constitution ARABITAR HILMOURDERS |
|
| Postcode: | |
| 00000000000000000000000000000000000000 06/05/00 05:07:07:08:00:00 00:00 00:00 00:00 00:00 |
marka mengantungan peruntungan dan berbagai dalam berjada dan bahasa perangan perangan perangan perangan perang 000607160000000000000000000000 |
| Email: | 0000000046490049636844444444444444444 |
| , ๛๛๛๛๚๚๚๚๚๚๚๚๚๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛ |
|
Please complete Section 5 if you wish to nominate an alternative address, such as an account or financial advisor for your share and income tax relief certificates.
| Title (Mr/Mrs/Miss/Ms/Other) | Surname |
|---|---|
| Forename(s) in full: | |
| Company Name: | |
| Reference: (if required) | |
| Address: | |
| Postcode: |
All dividends on Shares held in Ventus VCT plc may be paid directly into bank and building society accounts. In order to facilitate this, please complete the mandate instruction form below. Dividends paid directly to your account will be paid in cleared funds on the dividend payment dates. Your bank or building society statement will identify details of the dividend as well as the dates and amounts paid.
Please forward until further notice, all dividends that may from time to time become due on any Shares now standing, or which may hereafter stand, in my name in the register of members of Ventus VCT plc:
Bank or Building Society reference number and details
| a. | Name of Bank/Building Society: |
|---|---|
| Title of Branch: | |
| Address of Branch: | |
| b. | Account Number: |
| $C_{\bullet}$ | Sort Code Number: |
| d. | Account Name: (BLOCK capitals please) |
| e. | Signature: |
| f. | Date: |
| g. | Applicant's name and Postcode (in BLOCK capitals please, as given in Section 1) Postcode: |
To be used for subscriptions for Ordinary Shares in Ventus 2 VCT plc under the Offers other than from proceeds of the Tender Offers - Not to be used for subscriptions for Ordinary Shares from proceeds of the Tender Offers
Before completing this Application Form you should read the Terms and Conditions of Application and the Guide to the Application Form. The Offers open on 3 February 2012 and the closing date will be 1.00 pm on 3 April 2012, (unless closed or extended prior to that date). Please send this Application Form together with your cheque or bankers' draft, if appropriate, and proof of identity if required to The City Partnership, Thistle House, 21 Thistle Street, Edinburgh EH2 1 DF
Please complete in BLOCK capitals
| $\pi$ ion 5 | |
|---|---|
| Title (Mr/Mrs/Miss/Ms/Other) | Surname: |
| Forename(s) in full: | |
| Date of Birth: $\Box$ | National Insurance Number: ALLAN DESCRIPTION |
You should be able to find your NI number on a payslip, form P45 or P60, a letter from the HMRC, a letter from the DSS, or pension order book)
| Postcode: |
|---|
| Telephone (home): |
These contact details will be used for all communications, distributions and dividends.
If you wish to nominate another address to receive your share and income tax relief certificates, please complete Section 5.
I apply to subscribe £.................................... Conditions of Application set out in the Prospectus dated 3 February 2012 and the Memorandum and Articles of Association of the Company.
Applications must be for a minimum of £3,000 in total and may be made for any higher amount in multiples of £1,000.
Please mark with an X as appropriate
I enclose a cheque or bankers' draft(s) drawn on a UK clearing bank, made payable to "Ventus 2 VCT plc - Offer Account"
I have instructed my bank to make an electronic payment to:
Bank HSBC Bank Plc
Account Name Ventus 2 VCT plc - Offer Account
Account Number 34207572
Sort Code 40 05 30
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| . | ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ | |
|---|---|---|
| Signature | Date | |
| ******** handele announce and an anti-anti-anti-anti-anti-anti-anti-anti- |
production of the contract of the contract of the contract of the contract of the contract of the contract of
| Name of Firm: | Stamp: |
|---|---|
| Address: | |
| Postcode: | |
| Telephone: | |
| Fax: | |
| Name of Contact: | |
| Email Address: | |
| Signature of authorised signatory of authorised financial intermediary: |
Date |
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Insert the amount of the subscription (if any) in respect of which you wish the commission to be waived and invested in additional Ordinary Shares $\pounds$
(to be used if commission to be paid to a Network or other third party)
| Name: Representative Advances |
|
|---|---|
| Contact: | |
| Электроном станицы котороль процессов на не и в населении под примерения в сериали с сериали на сериали на сериали на сериали на сериали на сериали на сер ******** лини на средних селезую между редакци Address: |
|
| остинения советственно в соответственно советственного в соответственно на советственной советственной советст 00000000000000000000000000000000000000 Interaction of the contract article and company and Postcode: |
|
| 00000000000000000000000000000000000000 он основанно советство по советски интересности и высоком советском советском советском советственно советственн 44 od strani na 144 od 145 država i 20. dobio je bio stanovni premijanje postavanja premijanje postavanja post do adoresco como consecuente e con estadounidense a consecuente Email: ™™™™™™™™™™™™™™™™™™™™™™™™™™™™™™™™™™™™ |
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Please complete Section 5 if you wish to nominate an alternative address, such as an account or financial advisor for your share and income tax relief certificates.
| Title (Mr/Mrs/Miss/Ms/Other) | Surname |
|---|---|
| Forename(s) in full: | |
| Company Name: | |
| Reference: (if required) | |
| Address: | |
| Postcode: |
All dividends on Shares held in Ventus 2 VCT plc may be paid directly into bank and building society accounts. In order to facilitate this, please complete the mandate instruction form below. Dividends paid directly to your account will be paid in cleared funds on the dividend payment dates. Your bank or building society statement will identify details of the dividend as well as the dates and amounts paid.
Please forward until further notice, all dividends that may from time to time become due on any Shares now standing, or which may hereafter stand, in my name in the register of members of Ventus 2 VCT plc:
Bank or Building Society reference number and details
| a. | Name of Bank/Building Society: |
|---|---|
| Title of Branch: | |
| Address of Branch: | |
| b. | Account Number: |
| c. | Sort Code Number: |
| d. | Account Name: (BLOCK capitals please) |
| e. | Signature: |
| f. | Date: |
| g. | Applicant's name and Postcode (in BLOCK capitals please, as given in Section 1) Postcode: |
The Companies and The City Partnership (UK) Limited cannot accept responsibility if any details provided by you are in incorrect.
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