Share Issue/Capital Change • Feb 29, 2012
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
If you are in any doubt as to what action you should take, you should consult your own independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your shares in Hargreave Hale AIM VCT 1 plc and/or Hargreave Hale AIM VCT 2 plc, please send this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
The Companies, and the Directors whose names appear on page 29, accept responsibility for the information contained in this document. To the best of the knowledge of the Companies and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and contains no omissions likely to affect its import .
(Incorporated in England and Wales under the Companies Act 1985 with registered number 05206425)
(Incorporated in England and Wales under the Companies Act 1985 with registered number 05941261)
General Meetings in connection with Recommended Proposals relating to:
Your attention is drawn to the letter from the Chairmen of the Companies set out on pages 5 to 25 which contains a recommendation to vote in favour of the Resolutions to be proposed at the General Meeting.
You will find on pages 43 to 49 a notice of the General Meetings to be held on 26 March 2012 at 11.00 am for Hargreave Hale AIM VCT 1 and 12.00 pm for Hargreave Hale AIM VCT 2 to approve the Resolutions. The General Meetings will be held at 19 Cavendish Square, London W1A 2AW. To be valid, the form of proxy enclosed with this document for the General Meeting should be returned not less than 48 hours before the General Meeting, either by post or by hand (during business hours only) to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
The Ordinary Shares will be purchased under the Tender Offers at the Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange at the time of the purchase. The net proceeds of tendered Ordinary Shares in respect of Hargreave Hale AIM VCT 1 will be applied in subscribing for new Ordinary Shares in Hargreave Hale AIM VCT 1 and the net proceeds of tendered Ordinary Shares in respect of Hargreave Hale AIM VCT 2 will be applied in subscribing for new Ordinary Shares in Hargreave Hale AIM VCT 2 on the terms of a Prospectus issued by Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 on 29 February 2012. This Circular does not constitute the Prospectus which is a separate document and which sets out the full terms of the Offers. Shareholders are strongly recommended to read the full terms of the Prospectus, a copy of which accompanies this document.
| Expected Timetable Letter from the Chairmen Terms of the Tender Offers Conditions of the Tender Offers Ordinary Shares Tendered Scaling Back Acceptance Period Settlement Additional Information |
Page 4 5 5 26 26 27 27 28 29 |
|---|---|
| Responsibility and Registered Office | 29 |
| Issued Share Capital | 29 |
| Directors' and Other Interests | 29 |
| Significant Shareholdings | 30 |
| Material Contracts | 30 |
| Directors' Service Contracts and Remuneration | 34 |
| Unusual/Significant Transactions | 35 |
| Significant Changes | 35 |
| Litigation | 35 |
| Related Party Transactions | 35 |
| General | 36 |
| Documents Available for Inspection | 36 |
| Definitions | 38 |
| Appendix 1: Rights attaching to the C Shares | 42 |
| Notices of General Meetings of Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 Forms of Proxy |
43 and 48 |
| Tender Forms | 50 |
| Publication of Circular | 29 February 2012 |
|---|---|
| Offers open | 29 February 2012 |
| Record Date for Tender Offers | 6 p.m. 30 March 2012 |
| Latest time and date for receipt of proxy forms for General Meeting of Hargreave Hale AIM VCT 1 |
11 a.m. on 24 March 2012 |
| Latest time and date for receipt of proxy forms for General Meeting of Hargreave Hale AIM VCT 2 |
12 p.m. on 24 March 2012 |
| General Meeting of Hargreave Hale AIM VCT 1 | 11 a.m. on 26 March 2012 |
| General Meeting of Hargreave Hale AIM VCT 2 | 12 p.m. on 26 March 2012 |
| Latest time and date for receipt of Tender Forms | 11.00 am on 30 March 2012 |
| Calculation Date and announcement of take up under the Tender Offers |
2 April 2012 |
| Deadline for receipt of applications for investment in the Offers for the 2011/12 tax year |
12 p.m. on 30 March 2012 |
| Purchase of Ordinary Shares Tendered, allotment of new Ordinary Shares and settlement of amounts due to and owed by a shareholder under the Enhanced Share Buy Back |
on or before 5 April 2012 |
| Allotment of new Ordinary Shares and C Shares generally under the Ordinary Share Offers and C Shares Offer |
by 5 April 2012 |
| First Admission and dealings expected to commence | Within 10 business days of any allotment |
| Deadline for receipt of applications for investment in the Offers for the 2012/13 tax year |
by 31 August 2012 unless extended (but to no later than 22 February 2013) |
| Dispatch of Share Certificates | Within 10 business days of any allotment |
If there are any significant changes to the above times and/or dates Ordinary Shareholders will be notified by an announcement through a regulatory information service.
Hargreave Hale AIM VCT 1 plc and Hargreave Hale AIM VCT 2 plc 19 Cavendish Square, London W1A 2AW
29 February 2012
Dear Shareholder,
The purpose of this Circular is to provide information on and seek Shareholders' formal approval for making the Tender Offers, the Share Offers and the other proposals which the Companies are proposing to undertake, which proposals require Shareholder approval under the Companies Act 2006 and under the Listing Rules.
One of the benefits of investing in a VCT is that investors are entitled to receive income tax relief on their subscription for shares, currently at the rate of 30%. Once these shares have been held for five years, investors can sell them without losing the initial income tax relief. Should they wish to, investors may then reinvest the sale proceeds into new VCT shares and obtain further income tax relief currently at the rate of 30%.
As approximately 90% of the Ordinary Shares in issue for Hargreave Hale AIM VCT 1 (including previous 'C' Shares which were converted into Ordinary Shares in 2008), and approximately 67% of the Ordinary Shares in issue for Hargreave Hale AIM VCT 2 were subscribed for more than five years ago, each of the Boards have decided to facilitate this process for Ordinary Shareholders of each of the Companies by holding Tender Offers, under which an Ordinary Shareholder participating in the Tender Offer will be able to sell his or her Ordinary Shares back to the relevant Company at a price per share equal to that Company's Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange prior to the purchase, subject to the Ordinary Shareholder applying the full proceeds of his or her share sale to subscribe for new Ordinary Shares under the relevant Ordinary Share Offer announced by the Companies today. The Tender Offers are subject to a number of conditions, which are set out below on page 26. The impact of the Tender Offers on each of the Companies will be neutral as the proceeds of the sale of Shares under the Tender Offers will be reinvested in new Ordinary Shares.
Ordinary Shareholders who participate in a Tender Offer and reinvest the proceeds in the Ordinary Share Offers should be entitled to income tax relief in the 2011/12 tax year at the rate of 30% on the amount re-invested, subject to their personal tax circumstances, on which they should take independent tax advice.
Selling Ordinary Shares in a Tender Offer may, depending on your personal tax position, have adverse tax consequences. If you sell Ordinary Shares which you subscribed for within the past five years, you will have to repay the initial tax relief you received in relation to the subscription for these Ordinary Shares. You should read carefully the section of this letter headed "Taxation" and if you are in any doubt about how to proceed you should consult an authorised financial adviser.
At today's date, Hargreave Hale AIM VCT 1 has 25,896,179 Ordinary Shares in issue and Hargreave Hale AIM VCT 2 has 6,708,062 Ordinary Shares in issue. Under the Tender Offers described in this document, Hargreave Hale AIM VCT 1 proposes to purchase up to 9,000,000 Ordinary Shares from those Ordinary Shareholders on the register on the Record Date (being 30 March 2012), and Hargreave Hale AIM VCT 2 proposes to purchase up to 3,500,000 Ordinary Shares from those Ordinary Shareholders on the register on the Record Date (being 30 March 2012). The actual number of Ordinary Shares purchased under each Tender Offer is subject to the discretion of each Company's Directors and will be subject to each Company's distributable reserves available for buying back Ordinary Shares.
If applications under the Hargreave Hale AIM VCT 1 Tender Offer exceed 9,000,000 Ordinary Shares or if applications under the Hargreave Hale AIM VCT 2 Tender Offer exceed 3,500,000 Ordinary Shares in the relevant company (or such lower numbers as the Directors of each Company may, in their discretion, determine), Ordinary Shareholders applying to tender their Ordinary Shares will be scaled back on a pro-rata basis. If part only of a holding of Ordinary Shares is successfully tendered pursuant to the Tender Offers, the relevant Ordinary Shareholder will be entitled to receive either a balance certificate in respect of the unsold Ordinary Shares.
Each Ordinary Shareholder who is a registered shareholder in the relevant Company as at 30 March 2012 will be able to sell his or her Ordinary Shares back to the relevant Company at a price per Ordinary Share equal to that Company's Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange immediately prior to purchase, subject to the Ordinary Shareholder applying the full proceeds of his or her Ordinary Share sale to subscribe for new Ordinary Shares under the relevant Offer, as described in the Prospectus, a copy of which is enclosed with this document. As at 24 February 2012, the unaudited Net Asset Value per Ordinary Share of Hargreave Hale AIM VCT 1 was 60.53p and per Ordinary Share of Hargreave Hale AIM VCT 2 was 95.23p. Ordinary Shareholders in Hargreave Hale AIM VCT 1 who participate in the Tender Offer will apply the full proceeds of his or her Ordinary Share sale to subscribe for new Ordinary Shares under the Offers in Hargreave Hale AIM VCT 1 and Ordinary Shareholders in Hargreave Hale AIM VCT 2 who participate in the Tender Offer will apply the full proceeds of his or her Ordinary Share sale to subscribe for new Ordinary Shares under the Offers in Hargreave Hale AIM VCT 2. Applications will be made to the UK Listing Authority for such new Ordinary Shares to be admitted to the premium listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. It is expected that the admission will become effective, and that dealings in these new Ordinary Shares will commence within 10 business days of the issue of such new Ordinary Shares and that share certificates will be dispatched to Ordinary Shareholders within 10 business days of the issue of such new Ordinary Shares. The new Ordinary Shares will be issued in registered form and evidence of title will be (i) through possession of a share certificate in the Ordinary Shareholder's name or (ii) settlement of the transactions in the new Ordinary Shares following their admission to the premium listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities.
The new Ordinary Shares in each Company will rank pari passu in all respects with each other and with the existing Ordinary Shares in that Company. In accordance with the terms of the Ordinary Share Offers, the new Ordinary Shares will be issued at a price calculated by reference to the last Net Asset Value of an existing Ordinary Share as published on the London Stock Exchange by the relevant Company prior to the date of allotment plus 5%, to allow for the issue costs calculated, in pence, to two decimal points. An Ordinary Shareholder who participates in a Tender Offer will be issued additional Ordinary Shares in the relevant Company equal to 2% of the amount subscribed with proceeds from the Tender Offer(s), so for each existing 1,000 Ordinary Shares tendered an Ordinary Shareholder will receive approximately 972 new Ordinary Shares. The Tender Offers will open at the same time as applications can be made under the Ordinary Share Offers but will close at 11.00 am on 30 March 2012.
The Ordinary Shares purchased by the Companies pursuant to the Tender Offers will be cancelled, not held in treasury, and not re-issued and will not rank for any dividends declared or paid on or after completion of the Tender Offers. The issued share capital of the Companies will be reduced by the nominal amount of those Ordinary Shares that are cancelled.
A copy of the Prospectus has been submitted to HMRC who have confirmed that, subject to the personal circumstances of investors, they should be eligible for VCT income tax relief of up to 30 per cent of the total amount subscribed for in the Ordinary Share Offers out of the proceeds of sale of Ordinary Shares disposed of under the Tender Offers.
A worked example of how the Enhanced Share Buy Back will operate is set out below:
| Number of Ordinary Shares Tendered |
NAV* per Ordinary Share |
Value of Ordinary Shares tendered |
Price of new Ordinary Shares |
Number of new Ordinary Shares allotted |
Additional Ordinary Shares from rebate |
Total new Ordinary Shares allotted |
|---|---|---|---|---|---|---|
| (p) | (£) | (p) | ||||
| 1,000 | 60.53 | 605.3 | 63.556 | 952 | 20 | 972 |
| Number of Ordinary Shares Tendered |
NAV* per Ordinary Share |
Value of Ordinary Shares tendered |
Price of new Ordinary Shares |
Number of new Ordinary Shares allotted |
Additional Ordinary Shares from rebate |
Total new Ordinary Shares allotted |
|---|---|---|---|---|---|---|
| (p) | (£) | (p) | ||||
| 1,000 | 95.23 | 952.3 | 99.992 | 952 | 20 | 972 |
*as announced on 27 February 2012.
Hargreave Hale AIM VCT 1 is raising up to £15 million through the issue of up to £5,000,000 of Ordinary Shares of 1p each and of up to £10,000,000 of 'C' Shares of 1p each. Hargreave Hale AIM VCT 2 is raising up to £10 million by way of issue of new Ordinary Shares. In the case of each Company, the Ordinary Share Offers will be offered at a price per new Ordinary Share for each Company at a 5% premium to the last published Net Asset Value per share of an existing Ordinary Share as released by the relevant Company to the London Stock Exchange prior to the allotment. In the case of the proposed C Share Offer, Hargreave Hale AIM VCT 1 will offer these shares at 100p per C Share.
The Board of Hargreave Hale AIM VCT 1 is proposing to raise capital through the creation and issue of a new and separate class of share: the C Shares. These shares will represent a separate pool of assets from the Ordinary Shares of that Company.
It is proposed that the C Shares will convert into Ordinary Shares on a relative Net Asset Value per share basis as at 30 September 2017. If less than £2,000,000 is raised, the C Shares will convert into Ordinary Shares with reference to the Net Asset Value per share basis as at 30 September 2012. Although it is not their intention, the Directors reserve the right to offer, in exceptional circumstances and with Shareholder approval, the opportunity for both classes of shareholders to agree to an earlier conversion date, but in any event not before 30 September 2012, if they judge it to be in the best interests of the Ordinary Shareholders and the C Shareholders.
To allow the Share Offers to be made, it is proposed that the Articles of both Companies be amended so that the continuation resolution to be put to Shareholders at the annual general meeting of Hargreave Hale AIM VCT 1 in 2016 and Hargreave Hale AIM VCT 2 in 2013 is instead put to Shareholders at the annual general meetings of the Companies to be held in 2018 (and at each annual general meeting of the Company at five year intervals thereafter).
To allow the C Share Offer to proceed, it is proposed that the Articles of Hargreave Hale AIM VCT 1 be amended so that C Shares can be created by the Company. The rights of the C Shares are set out in Appendix 1 to this Circular.
Other amendments to the Articles of HH1 and HH2 are being made as a result of the implementation of the CA 2006 and other legislation.
In order to proceed with the Ordinary Share Offers and C Share Offer, the relevant Company will need to authorise its Board to allot those Shares pursuant to the Offers. The Companies are also taking the opportunity to authorise the Boards to issue up to 10% of the issued share capital of the relevant Company from time to time.
The Boards intend, subject to liquidity, the rules of the UK Listing Authority and other relevant regulations, to pursue a policy of purchasing Ordinary Shares (and in the case of Hargreave Hale AIM VCT 1, C Shares) in the market in order to facilitate liquidity and to manage the level of the discount to Net Asset Value at which those Shares are traded. The Directors believe it is in Shareholders best interest to target a reduced buy-back discount. As a guide, and subject to the Boards' discretion and providing that, in the opinion of the Boards, there is adequate surplus cash available, each Company will consider buying back Ordinary Shares and C Shares at a 5% discount to the last published Net Asset Value per share after the Enhanced Share Buy Backs have closed. The target of a 5% buy-back discount is non-binding and at the Director's discretion.
The Directors believe that reducing the discount between the share price and the Net Asset Value per share is in Shareholders' best interest: it will improve returns on exit and may help attract new capital. The 5% buy-back discount is non-binding and at the Directors' discretion. They reserve the right to return to the previous policies of purchasing shares at 10% below Net Asset Value per share should the move bring instability to the Shareholder base and place the Companies' liquid assets under undue pressure. The Boards will retain absolute discretion over the execution of the share buy back policy.
Therefore, as well as the authorities to proceed with the Tender Offer and Share Offers, the Companies are also taking this opportunity to renew their authorities to buy-back up to 14.9% of the issued Shares of relevant Company. The impact of these authorities on the Companies are subject to take up by shareholders and so cannot be predicted.
The Companies intend, subject to regulatory and Court approval, to cancel the share premium accounts of the Companies, both in relation to existing share premium on Ordinary Shares and that arising on the issue of the new Ordinary Shares pursuant to the Ordinary Share Offers, and separately that arising on the issue of the C Shares pursuant to the C Share Offer, and to establish new reserves which may be treated as distributable in relation to those classes of shares. The share premium accounts so cancelled can be used, inter alia, to fund the buy back of shares, and the payment of dividends, in relation to the relevant class of share. However, the Companies will not rely on the cancellation of their share premium accounts to fund the Enhanced Share Buy Backs, as these will be financed from each Company's cash and liquid resources. Accordingly, resolutions 8 and 9 in the case of Hargreave Hale AIM VCT 1, and resolution 8 in the case of Hargreave Hale AIM VCT 2, as set out in the relevant Notices of General Meetings deal with these proposed cancellations.
Currently, both Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 share a common published investment policy as detailed below. It is now proposed that those policies be varied, subject to Shareholder approval, for the following reasons:
In the case of Hargreave Hale AIM VCT 1, the proposed changes to the investment policy will only apply in respect of the C Share Fund and are proposed in order to allow new investors subscribing for 'C' Shares to commit to the Company on a 5 year investment horizon without taking on the immediate investment risk that comes with an investment into a fully invested portfolio of Qualifying Investments.
The proposed amendments to the Hargreave Hale AIM VCT 2 investment policy permit the Company to invest new capital in the Marlborough Special Situations Fund if investment conditions are considered favourable. This will enable the Company to indirectly maintain its exposure to UK small companies whilst identifying suitable Qualifying Investments.
The Companies' current investment policies are as follows:
The Companies' objectives are:
In order to achieve these objectives, "Qualifying Investments" (being investments which comprise qualifying holdings for a venture capital trust as defined in Chapter 4 Part 6 of the Income Tax Act 2007) will be made in AIM companies, but the Investment Manager will also consider PLUS traded companies and private companies that meet the investment criteria summarised below. The Investment Manager will follow a stock specific, rather than sector specific, investment approach. Individual Qualifying Investments are likely to range from £0.1 million to £1 million. Investments in AIM traded Qualifying Investments will be in new shares issued by the investee company at the time of its flotation or in new shares issued by existing AIM companies (with a preference for secondary issues of existing AIM companies as they are likely to have an established track record and these issues are often priced at an attractive discount to market price).
Initially, whilst suitable Qualifying Investments are identified the net proceeds of any share offer will be invested in gilts, other fixed interest securities and bank deposits that are readily realisable and targeted investment in equities which are Non-Qualifying Investments on an opportunistic basis to boost the performance of the Companies' funds. Such investments will be realised as suitable Qualifying Investments are indentified and made. Whilst under VCT legislation the Companies must have 70% of its funds invested in Qualifying Investments within 3 years, it is intended to invest up to 80% Accordingly, the Companies' maximum exposure to such investments will be 80% The remaining funds will be retained in "Non–Qualifying Investments" (being investments made by the Companies which do not qualify as Qualifying Investments), such as gilts, other fixed interest securities and bank deposits and targeted investment in equities which are Non-Qualifying Investments on an opportunistic basis to boost the performance of the Companies' funds in order to allow for follow on investments, to fund the annual running costs of the Companies and to reduce the risk of the overall portfolio of each Company. The Investment Manager will be flexible in its approach, adapting the position of the Companies' funds to reflect market conditions.
It is not the Companies' intention to have any borrowings. The Companies do, however, have the ability to borrow a maximum amount up to 15% of the "Adjusted Capital and Reserves" amount (as such term is defined in the Articles of Association of each of the Companies), which is effectively the aggregate of the nominal capital of the Companies issued and paid up and the amount standing to the credit of the consolidated reserves of the Companies, less specified adjustments, exclusions and deductions. There are no plans to utilise this ability at the current time.
Set out below are the proposed amendments that will be effected if the revised investment policies of the Companies are adopted at the General Meetings: If Shareholder approval to make these changes is not received, the relevant Offer will not proceed.
The principal investment objective of Hargreave Hale AIM VCT 1 will remain unchanged: to maintain a diversified portfolio of Qualifying Investments, primarily being small UK companies which are traded on AIM and which have the opportunity for significant value appreciation.
The Hargreave Hale AIM VCT 1 Ordinary Share Fund will continue with its existing secondary objective: to boost the performance of the VCT through targeted investment in equities which are non-VCT qualifying investments on an opportunistic basis to boost the performance of the Ordinary Shares. The C Share Fund will not participate in this type of investment activity.
Subject to Shareholder approval, the Investment Manager intends to introduce a new investment objective, although it will only apply to the C Share Fund: Within the C Share Fund, the Investment Manager will seek "to preserve Shareholder value through selective investment of surplus funds, namely funds that are not invested in Qualifying Investments, in a non-VCT qualifying portfolio of fixed income securities and cash".
There are no material proposed revisions to the Asset Allocation under the Company's investment policy. However, this section of the investment policy has been divided into two sections headed "Asset Allocation" and "Investment Strategy" in order to describe this element of the Company's investment policy in greater detail.
The full text of the proposed revised investment policy of Hargreave Hale AIM VCT 1(with the revised elements set out in italics) is as follows:
The Company's investment objectives are:
the Company's funds;
• (Ordinary Share Fund* only) targeted investment in equities which are non-qualifying investments on an opportunistic basis to boost the performance of the Ordinary Shares ;
*being the net assets of the Company attributable to the Ordinary Shares
• (C Share Fund** only) to preserve shareholder value through selective investment of surplus funds, namely funds that are not invested in Qualifying Investments, in a non-VCT qualifying portfolio of fixed income securities and cash.
**being the net assets of the Company attributable to the C Shares
Hargreave Hale AIM VCT 1 will have a range of investments in three distinct asset classes:
The Investment Manager will maintain the Ordinary Share Fund's diversified and fully invested portfolio of Qualifying Investments, primarily in small UK based companies with a quotation on AIM. The primary purpose of the investment strategy is to ensure Hargreave Hale AIM VCT 1 maintains it status as a VCT. To achieve this, the Company must have 70% of all net funds raised from the issue of shares invested in Qualifying Investments throughout accounting periods of the VCT beginning no later than three years after the date on which those shares are issued. Funds raised in April 2012 will therefore be included within the HMRC investment test from 1 October 2014 onwards.
The C Share Fund will start with a completely clean structure with no equity exposure, qualifying or non-qualifying. The Investment Manager will gradually build a diversified portfolio of Qualifying Investments within the C Share Fund over a 2 to 3 year period following the receipt of subscription proceeds.
Although, VCTs are required to invest and maintain a minimum of 70% of their funds invested in Qualifying Investments as measured by the VCT rules, it is likely that the Investment Manager will target a higher threshold of approximately 80% in order to provide some element of protection against an inadvertent breach of the VCT rules. The Company's maximum exposure to a single Qualifying Investment is limited to 15% of the net assets of the C Share Fund or of the Ordinary Share Fund as appropriate.
The Investment Manager has expanded the key selection criteria used in deciding which Qualifying Investments. The criteria will include, inter alia:
The Investment Manager will follow a stock specific, investment approach and is more likely to provide expansionary capital than seed capital.
The Investment Manager will primarily focus on investments in companies with a quotation on AIM or plans to trade on AIM. The Investment Manager prefers to participate in secondary issues of companies that are already quoted on AIM as such companies have an established track record that can be more readily assessed and greater disclosure of financial performance. Secondary issues are often priced at an attractive discount to the market price.
• Ordinary Share Fund. The Hargreave Hale AIM VCT 1 Ordinary Share Fund will have additional non-qualifying equity exposure to UK and international equities through targeted investments made on an opportunistic basis to boost the performance of the Ordinary Shares. This will vary in accordance with the Investment Manager's view of the equity markets and may fluctuate between nil and 30% of the net assets of that class of share. The Investment Manager will also invest in Gilts, other fixed income securities and cash.
• C Share Fund. The Investment Manager will only invest in Gilts, other fixed income securities and cash. Outside the portfolio of Qualifying Investments, the Investment Manager's primary focus will be the preservation of capital rather than capital appreciation.
The allocation between asset classes in the non-qualifying portfolio will vary depending upon opportunities that arise with a maximum exposure of 100% of the non-qualifying portfolio to any individual asset class.
It is not the Company's intention to have any borrowings. The Company does, however, have the ability to borrow a maximum amount up to 15% of the "Adjusted Capital and Reserves" amount (as such term is defined in the Articles of Association of the Company), which is effectively the aggregate of the nominal capital of the Company issued and paid up and the amount standing to the credit of the consolidated reserves of the Company, less specified adjustments, exclusions and deductions. There are no plans to utilise this ability at the current time.
The principal investment objective of the VCT will remain unchanged: to maintain a diversified portfolio of Qualifying Investments, primarily being companies which are traded on AIM and which have the opportunity for significant value appreciation thereby enabling the company to deliver a stream of tax free dividends..
Hargreave Hale AIM VCT 2 will maintain its existing secondary objective: to boost the performance of the VCT through targeted investment in equities which are non-VCT qualifying equities on an opportunistic basis to boost the performance of the Company's funds.
Subject to Shareholder approval, the Investment Manager intends to introduce a new investment objective relating to the management of the proceeds of new subscriptions (including those under the Offer): to maintain the Company's exposure to small companies through an initial investment of new capital into the Marlborough Special Situations Fund pending investment into Qualifying Companies. The Marlborough Special Situations Fund is an authorised unit trust which is not listed. The Directors of Hargreave Hale AIM VCT 2 expect the Investment Manager to invest up to 75% of the net proceeds of the Hargreave Hale AIM VCT 2 into the Marlborough Special Situations Fund to offset dilution from the funds raised under the Offers (subject to a cap of 20% of the gross assets of the Company). The Marlborough Special Situations Fund is a £430m fund that sits within the IMA UK Small Cap sector. It has an impressive track record and is sufficiently liquid to allow the Company to invest and withdraw capital without interfering with that fund's investment strategy. This will enable the Company to maintain its exposure to UK small companies indirectly, whilst the Investment Manager identifies opportunities to invest directly into small UK companies through a suitable number of Qualifying Investments. The investment into the Marlborough Special Situations Fund will not be a Qualifying Investment. The Investment Manager manages the Marlborough Special Situations Fund.
There are no material proposed revisions to the Asset Allocation under the Company's investment policy. However, this section of the Investment Policy has been divided into two sections headed "Asset Allocation" and "Investment Strategy" in order to describe this element of the Company's Investment Policy in greater detail.
The full text of the proposed revised investment policy of Hargreave Hale AIM VCT 2 (with the revised elements set out in italics) is as follows:
The Company's investment objectives are:
Hargreave Hale AIM VCT 2 will have a range of investments in three distinct asset classes:
The Investment Manager will maintain the Company's diversified and fully invested portfolio of Qualifying Investments, primarily in small UK companies with a quotation on AIM.
The primary purpose of the investment strategy is to ensure Hargreave Hale AIM VCT 2 maintains it status as a VCT. To achieve this, the Company must have 70% of all funds raised from the issue of shares invested in Qualifying Investments throughout accounting periods beginning no later than three years after the date on which those shares are issued. Funds raised in April 2012 will therefore be included within the HMRC investment test from 1 March 2015.
Although VCTs are required to invest and maintain a minimum of 70% of their funds invested in Qualifying Investments as measured by the VCT rules, it is likely that the Investment Manager will target a higher threshold of approximately 80% in order to provide some element of protection against an inadvertent breach of the VCT rules. The Company's maximum exposure to a single Qualifying Investment is limited to 15% of net assets.
The Investment Manager has expanded the key selection criteria used in deciding which Qualifying Investments to make. The criteria will include, inter alia:
the risk/reward profile of the investment opportunity;
the quality of the finance function and budgetary process;
The Investment Manager will primarily focus on investments in companies with a quotation on AIM or plans to trade on AIM. The Investment Manager prefers to participate in secondary issues of companies that have previously quoted on AIM as such companies have an established track record that can be more readily assessed and greater disclosure of financial performance. Secondary issues are often priced at an attractive discount to the market price.
Hargreave Hale AIM VCT 2 will have additional non-qualifying equity exposure to UK and international equities through targeted investments made on an opportunistic basis to boost the performance of the Company. This will vary in accordance with the Investment Manager's view of the equity markets and may fluctuate between nil and 30% of the net assets of the Company. The Investment Manager will also invest in Gilts, other fixed income securities and cash. The Investment Manager will invest up to 75% of the net proceeds of any issue of new shares into the Marlborough Special Situations Fund subject to a maximum of 20% of the gross assets of the Company. This will enable the Company to maintain its exposure to small companies indirectly, whilst the Investment Manager identifies opportunities to invest directly into small UK companies through a suitable)number of Qualifying Investments.
The allocation between asset classes in the non-qualifying portfolio will vary depending upon opportunities that arise with a maximum exposure of 100% of the non-qualifying portfolio to any individual asset class.
It is not the Company's intention to have any borrowings. The Company does, however, have the ability to borrow a maximum amount up to 15 %. of the "Adjusted Capital and Reserves" amount (as such term is defined in the Articles of Association of the Company), which is effectively the aggregate of the nominal capital of the Company issued and paid up and the amount standing to the credit of the consolidated reserves of the Company, less specified adjustments, exclusions and deductions. There are no plans to utilise this ability at the current time.
The Companies have entered into an Offer Agreement with the Manager the Directors and Howard Kennedy Corporate Services LLP, in respect of the Offers, conditional upon Shareholder approval. Under this agreement, the Manager will receive a fee equal to 5% of the gross proceeds of each Offer, out of which they will discharge all the costs of the Offers (including commissions payable to intermediaries) (including trail commission). Shareholder approval is being sought for this agreement because it constitutes a related party transaction under the Listing Rules as it is an arrangement with the Companies' fund manager and Giles Hargreave, who is a director of both Companies, is also a director of and shareholder in, the Manager.
The opportunity is being taken to increase the investment management fee payable to the Manager in respect of Hargreave Hale AIM VCT 2 from 1.3% to 1.5% of net asset value to bring it into line with the investment management fee payable to the Manager in respect of Hargreave Hale AIM VCT 1. Shareholder approval is also being sought in respect of this proposed variation as it constitutes a related party transaction under the Listing Rules and it is an arrangement with the Company's fund manager, and Giles Hargreave, who is a director of Hargreave Hale AIM VCT 2, is also a director of and shareholder in the Manager.
For each Company, the participation of Ordinary Shareholders in the relevant Tender Offer is conditional upon (i) the Ordinary Share Offer for the relevant Company being launched (ii) al of the Resolutions being passed at the relevant General Meeting (other than the Resolutions (a) authorising the Boards to issue up to 10% of the issued share capital of each Company from time to time, and (b) cancelling the amounts standing to the credit of the share premium accounts of the Companies after the close of the Offers); (iii) the relevant Company having sufficient distributable reserves available to buy back the Ordinary Shares being bought back (iv) a Participating Ordinary Shareholder agreeing that the proceeds of the Tender Offer be invested under the Ordinary Share Offers; and (v) the Ordinary Shares of a Participating Ordinary Shareholder being held in the Participating Ordinary Shareholder's own name; and (vi) the Ordinary Shares continuing to be held by the Participating Ordinary Shareholder until the completion of the Tender Offer.
The funds required for the Tender Offers, and the stamp duty payable by each Company as a result (see "Taxation" below), will be financed from each Company's cash and liquid resources.
Approximately 90% of the Ordinary Shares in issue for Hargreave Hale AIM VCT 1 (including previous 'C' Shares which were converted into Ordinary Shares in 2008) (as at 24 February 2012, being the most recent practicable date prior to the issue of this Circular), and approximately 67% of the Ordinary Shares in issue for Hargreave Hale AIM VCT 2 were subscribed for more than five years ago. Ordinary Shareholders are able to sell Ordinary Shares allotted before 3 April 2007 without forfeiting the initial income tax relief granted in respect of the subscription for these Shares. However, some Ordinary Shares were subscribed for within the past five years, including all Ordinary Shares subscribed for in the 2010 Offers and the 2011 Top-up Offers. Ordinary Shareholders who sell Ordinary Shares subscribed for after 3 April 2007 will have to repay the initial income tax relief granted in respect of these Shares. Ordinary Shareholders who subscribed for Ordinary Shares on more than one occasion should note that the Ordinary Shares acquired first will be treated for taxation purposes as being disposed of first (i.e., first in, first out). For example, if an investor who acquired Ordinary Shares in Hargreave Hale AIM VCT 1 (or in Hargreave Hale AIM VCT 2) in the 2010 Offers and subsequently acquired Ordinary Shares in Hargreave Hale AIM VCT 1 (or in Hargreave Hale AIM VCT 2) in the secondary market, and were to tender his or her Ordinary Shares under the Tender Offers, that investor's Ordinary Shares acquired in the 2010 Offers would be treated as having been disposed of first and the investor would therefore be required to forfeit the income tax relief granted in the 2009-10 tax year with respect to those Ordinary Shares.
If you are considering selling Ordinary Shares in the Tender Offers you are strongly advised to seek tax advice from an authorised financial adviser.
The Tender Offers will not adversely affect the Companies' VCT qualifying status.
Stamp duty at the rate of 0.5% will be payable by the Companies on their purchases of Ordinary Shares pursuant to the Tender Offers.
If you hold one or more share certificate(s) for the Ordinary Shares you wish to sell in either Tender Offer, you should complete the relevant Tender Form(s) and return it to Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and, in any event, not later than 11 a.m. on 30 March 2012, together with the share certificate(s) for the Ordinary Shares being tendered. If you cannot find the relevant share certificate(s), please contact Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by telephone on 0871 384 2945 from within the UK or on + 44 121 415 0289 if calling from outside the UK, to obtain a letter of indemnity to request a replacement certificate, which will be subject to an administration fee (calls to the 0871 384 2945 number cost 8 pence per minute from a BT landline). Other network providers' costs may vary. Lines are open 8.30 am to 5.30 pm (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offers (nor give any financial, legal or tax advice).
If your Ordinary Shares are in uncertificated form, in order to accept a Tender Offer you must arrange to transfer the Ordinary Shares you wish to tender into your own name.
By applying to participate in either Tender Offer, you confirm that you are applying the proceeds of the sale of your Ordinary Shares so tendered in subscribing for Ordinary Shares in the relevant Company under the Offers. This Circular does not constitute the Prospectus containing details of the Offers. Please make sure that you read the full terms of the Prospectus which is a separate document
If you hold Ordinary Shares in both Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 you should complete a separate Tender Form for each Company.
If you wish to apply for Hargreave Hale AIM VCT 1 Ordinary Shares and/or Hargreave Hale AIM VCT 2 Ordinary Shares under the Ordinary Share Offers either as an alternative to, or in addition to, participating in a Tender Offer (or both of them), please complete the application form at the end of the Prospectus and return it, with the relevant payment, either through your authorised financial adviser or directly to Hargreave Hale Limited, 9-11 Neptune Court, Hallam Way, Blackpool, FY4 5LZ.
The General Meeting for Hargreave Hale AIM VCT 1 will consider the following Resolutions.
Resolution 1 will, if passed, give the Board authority, pursuant to the Companies Act 2006, to allot Ordinary Shares and C Shares under the Share Offers during the period commencing on the passing of the relevant resolution and expiring on the fifth anniversary of the relevant resolution.
Resolution 2 seeks the approval of Shareholders as required by the Listing Rules for the proposed amendments to the investment policy of the Company as described on page 12 of this document.
Resolution 3 will, if passed, authorise the Company, under the Companies Act 2006 and its Articles of Association, to create the C Shares.
Resolution 4 will, if passed, approve the payment to Hargreave Hale Limited of 5% of the gross proceeds of the Offers under the terms of the Offer Agreement as a "related party arrangement" as required under the Listing Rules.
Resolution 5 will, if passed, authorise the Company, under the Companies Act 2006, to make market purchases of Ordinary Shares pursuant to the Tender Offer.
Resolution 6 will, if passed, authorise the Company, under the Companies Act 2006, to make market purchases of up to 14.9% of the C Shares and 14.9% of the Ordinary Shares in issue after the close of the Share Offers. Any Shares bought back under this authority may be cancelled or held in treasury as may be determined by the Board. The authority conferred by this resolution will expire on 25 March 2013, unless renewed prior to such time.
Resolution 7 will, if passed, give the Board authority under the Companies Act 2006 to allot the Shares referred to in Resolution 1, other than pro rata to existing Shareholders (representing 35% of the Company's Ordinary Shares currently in issue). This authority will expire on the fifth anniversary of the date of this Resolution.
Resolution 8 will, if passed, authorise the Company, under the Companies Act 2006, to cancel the existing share premium account of the Company that arises from the Ordinary Share Offers at the date of the order made confirming such cancellation by the court, in order to establish a new reserve which may be treated as distributable, which can be used, inter alia, to fund the Company's buy back of Ordinary Shares and the payment of future dividends on those shares.
Resolution 9 will, if passed, authorise the Company, under the Companies Act 2006, to cancel of share premium account arising from the C Share Offer at the date of the order made confirming such cancellation by the court, in order to establish a new reserve which may be treated as distributable, which can be used, inter alia, to fund the Company's buy back of C Shares and the payment of future dividends on those shares.
Resolution 10 will, if passed, under the Companies Act 2006, adopt the articles of association of the Company for the reasons set out under the heading "Duration of Company and Amendments to the Articles" on page 8.
The General Meeting for Hargreave Hale AIM VCT 2 will consider the following Resolutions.
Resolution 1 will, if passed, give the Board authority, pursuant to the Companies Act 2006, to allot Ordinary Shares under the Offers during the period commencing on the passing of the relevant resolution and expiring on the fifth anniversary of the relevant resolution.
Resolution 2 seeks the approval of Shareholders as required by the Listing Rules for the proposed amendments to the investment policy of the Company as described on page 16 of this document.
Resolution 3 will, if passed, approve the payment to Hargreave Hale Limited of 5% of the gross proceeds of the Offers under the terms of the Offer Agreement as a "related party arrangement" as required under the Listing Rules.
Resolution 4 will, if passed, approve a deed of variation which will vary the investment management fee payable to Hargreave Hale Limited and increase the investment management fee payable to Hargreave Hale Limited to 1.5% of net asset value, as a "related party arrangement" as required by the Listing Rules.
Resolution 5 will, if passed, authorise the Company, under the Companies Act 2006, to make market purchases of Ordinary Shares pursuant to the Tender Offer.
Resolution 6 will, if passed, authorise the Company, under the Companies Act 2006, to make market purchases of up to 14.9% of the Ordinary Shares in issue after the close of the Share Offers. Any Shares bought back under this authority may be cancelled or held in treasury as may be determined by the Board. The authority conferred by this resolution will expire on 25 March 2013, unless renewed prior to such time.
Resolution 7 will, if passed, give the Board authority under the Companies Act 2006 to allot the Shares referred to in Resolution 1, other than pro rata to existing Shareholders (representing 49% of each Company's Shares currently in issue). This authority will expire on the fifth anniversary of the date of this Resolution.
Resolution 8 will, if passed, authorise the Company, under the Companies Act 2006, to cancel of the existing share premium account of the Company and that arising from the Ordinary Share Offers at the date of the order made confirming such cancellation by the court, in order to establish a new reserve which may be treated as distributable, which can be used, inter alia, to fund the Company's buy back of Ordinary Shares and the payment of future dividends on those shares.
Resolution 9 will, if passed, under the Companies Act 2006, adopt the articles of association of the Company for the reasons set out under the heading "Duration of Company and Amendments to the Articles" on page 8.
Shareholders will find forms of proxy attached at the end of this document for the General Meetings. Whether or not you propose to attend the General Meetings, you are requested to complete and return the enclosed form of proxy to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received not less than 48 hours before the time appointed for holding the relevant General Meeting. Completion and return of the form of proxy will not prevent a Shareholder from attending and voting in person at the relevant General Meeting should a Shareholder wish to do so.
The Boards of each Company consider that the Proposals are in the best interests of the Shareholders of the relevant Company as a whole and unanimously recommend that Shareholders of their respective Company vote in favour of the Resolutions for that Company. Giles Hargreave, a director of both Companies, and who is a director of and a shareholder in the Manager, which is a related party of the Companies under the Listing Rules, has not taken part in the Board's consideration of the new Offer Agreement and the proposed increase in the investment management fee payable to the Manager in respect of Hargreave Hale AIM VCT 2 (as described on page 19).
The Boards believe that the new Offer Agreement is fair and reasonable so far as the Shareholders of both Companies are concerned, and have been so advised by Howard Kennedy Corporate Services LLP. In providing its advice, Howard Kennedy Corporate Services LLP have taken into account the Boards' commercial assessment of this agreement.
The Board of Hargreave Hale AIM VCT 2 believes that the proposed increase in the investment management fee payable to the Manager is fair and reasonable so far as the Shareholders of the Company are concerned, and have been so advised by Howard Kennedy Corporate Services LLP. In providing its advice, Howard Kennedy Corporate Services LLP have taken into account the Board's commercial assessment of this proposed increase.
The Directors of each Company intend voting in favour of the Resolutions in respect of their own beneficial shareholdings which are set out in paragraph 3.1 of the Additional Information section on page 29 of this Circular, and will also, collectively, participate in the Tender Offer, in the case of Hargreave Hale AIM VCT 1, in respect of 114,163 Ordinary Shares, and David Brock, a director of Hargreave Hale AIM VCT 1 plc will also be subscribing for £10,000 of C Shares under the C Share Offer. In the case of Hargreave Hale AIM VCT 2 David Hurst-Brown, a director, will be subscribing for £20,000 of Ordinary Shares under the Ordinary Share Offer and Philip Cammerman, who is also a director of Hargreave Hale AIM VCT 2, will be subscribing for £3,000 of Ordinary Shares under the Ordinary Share Offer..
The Manager is a related party of both Companies under the Listing Rules and is interested in the new Offer Agreement and the proposed increase in the investment management fee in respect of Hargreave Hale AIM VCT 2. The Manager does not hold any Shares in either Company and will not, therefore, be voting at the General Meetings. The Manager has undertaken to take all reasonable steps to ensure that its associates will not vote on Resolution 4 in the case of Hargreave Hale AIM VCT 1 and resolutions 3 and 4 in the case of Hargreave Hale AIM VCT 2, to be proposed at the General Meetings.
Yours sincerely
Sir Aubrey Brocklebank Bt David Hurst-Brown Chairman Chairman
Hargreave Hale AIM VCT 1 plc Hargreave Hale AIM VCT 2 plc
Ordinary Shareholders on the register of members of either Company (or both of them) on the Record Date are hereby invited to participate in the Tender Offer(s) on the terms and subject to the conditions set out in this Circular. Hargreave Hale AIM VCT 1 will purchase up to 9,000,000 Ordinary Shares representing approximately 35 per cent of its issued Ordinary Shares as at close of business on 24 February 2012 (being the latest practicable date before publication of this Circular) at the latest published Net Asset Value per Ordinary Share immediately prior to allotment calculated, in pence, to two decimal places. Hargreave Hale AIM VCT 2 will purchase up to 3,500,000 Ordinary Shares representing approximately 52 per cent of its issued Ordinary Shares as at close of business on 24 February 2012 (being the latest practicable date before publication of this Circular) at the latest published Net Asset Value per Ordinary Share immediately prior to allotment, calculated, in pence, to two decimal places. The Ordinary Shares purchased by the Companies pursuant to the Tender Offers will be cancelled and not re-issued. Ordinary Shares acquired by the Companies under the Tender Offer will be on-market purchases in accordance with the rules of London Stock Exchange and the UK Listing Authority.
The following conditions and further terms apply, unless the context otherwise requires, to the Tender Offers.
Each Company's Tender Offer and the purchase by the relevant Company of Ordinary Shares offered for sale is conditional upon (i) the Ordinary Share Offer for the Company being launched, (ii) all of the Resolutions being passed at that Company's General Meeting (other than the Resolutions (a)_authorising the Boards to issue up to 10% of the issued share capital of each Company from time to time, and (b) cancelling the amounts standing to the credit of the share premium accounts of the Companies after the close of the Offers), (iii) the Company having sufficient distributable reserves available to buy back the Ordinary Shares being bought back; (iv) the Participating Ordinary Shareholder agreeing that the proceeds of the Tender Offer can be invested under the relevant Ordinary Share Offer, (v) the Ordinary Shares being tendered being held in the participating Ordinary Shareholder's own name if certificated and (vi) the Ordinary Shares continuing to be held by the Participating Ordinary Shareholder until the completion of the Tender Offer. If the Tender Offer and the purchase by the relevant Company of Ordinary Shares offered for sale pursuant to it does not become unconditional and lapses, certificates and other documents of title will be returned by post not later than 14 business days after the date of such lapse.
Each Participating Ordinary Shareholder by whom, or on whose behalf, a Tender Form is executed irrevocably undertakes, represents, warrants and agrees to and with the relevant Company (so as to bind him, his personal representatives, heirs, successors and assigns) that:
(b) the Ordinary Shares to be offered for sale pursuant to the Tender Offer will, if such offers are accepted by the Company, be sold free from all liens, equities, charges and encumbrances and, save as otherwise provided by the terms of the Tender Offer, together with all rights attaching thereto;
(c) he or she shall do all such acts and things as shall be necessary or expedient and execute any other additional documents deemed by the Company to be desirable, in each case to complete the purchase of the Ordinary Shares and/or to perfect any of the authorities expressed to be given hereunder for the purpose of, or in connection with, the Tender Offer and to vest such Ordinary Shares in the Company;
Any existing rights of Shareholders will be unaffected. The Ordinary Shares purchased by the Companies pursuant to a Tender Offer will be cancelled and not re-issued. All the Ordinary Shares so purchased will not rank for any dividends for which the record date is on or after completion of the Tender Offer.
If applications under the Hargreave Hale AIM VCT 1 Tender Offer exceed 9,000,000 Ordinary Shares or if applications under the Hargreave Hale AIM VCT 2 Tender Offer exceed 3,500,000 Ordinary Shares (or such lower numbers as the Directors of each Company may, in their discretion, determine), Participating Ordinary Shareholders will be scaled back on a pro-rata basis. If part only of a holding of Ordinary Shares is successfully tendered pursuant to the Tender Offers, the relevant Participating Ordinary Shareholder will be entitled to receive a balance certificate in respect of the unsold Ordinary Shares.
The Tender Offers will close at 11.00 a.m on 30 March 2012, and Tender Forms will not be capable of acceptance after that time and date. Participating Ordinary Shareholders who hold their Ordinary Shares in certificated form should complete the Tender Form in accordance with the instructions thereon and return the completed document together with their share certificate(s) in respect of the Ordinary Shares which the Shareholders are tendering.
All questions as to the number of Ordinary Shares, and the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of Ordinary Shares will be determined by the relevant Company, in its sole discretion, which determination shall be final and binding on all of the parties (except as otherwise required under any applicable law or regulation). Each Company reserves the absolute right to reject any or all tenders it determines not to be in proper form or any payment (or the acceptance of any payment) which may, in the opinion of the relevant Company, be unlawful. Each Company also reserves the absolute right to waive any of the terms or conditions of its Tender Offer and any defect or irregularity in the application in relation to any particular Ordinary Shares or any particular holder thereof. Otherwise, no tender for the sale of Ordinary Shares will be deemed to be validly made until any defects or irregularities have been cured or waived. In the event of a waiver, the consideration under the Tender Offer will not be credited to the Participating Ordinary Shareholder until after the Tender Form is complete in all respects and the share certificates have been received. Neither of the Companies, the Registrar, the Receiving Agent, the Escrow Agent or any other person is or will be obliged to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice.
Each Company reserves the right not to proceed with its Tender Offer if the Directors of that Company have concluded that implementation of the Tender Offer is no longer in the best interests of that Company and/or the Shareholders as a whole. This right may only be exercised prior to the passing of the relevant Company's Resolutions.
Subject to a Tender Offer becoming unconditional in all respects, the sale of the Ordinary Shares under a Tender Offer will take place and the proceeds arising on the sale will be applied in subscribing for new Ordinary Shares under the Ordinary Share Offer, as described in the Prospectus.
Ordinary Shares will be purchased under the Tender Offers free of commissions and dealing charges.
The Companies and the Directors, whose names appear below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Companies and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
| Directors of Hargreave Hale AIM VCT 1: |
|---|
| Sir Aubrey Thomas Brocklebank Bt (Chairman) |
| David Michael Brock |
| Giles St George Hargreave |
Directors of Hargreave Hale AIM VCT 2: David Alan Hurst-Brown (Chairman) Philip Simon Cammerman Giles St George Hargreave
The registered office of both Companies is 19 Cavendish Square, London, W1A 2AW.
The number of issued Ordinary Shares at 24 February 2012 (being the latest practicable date before publication of this Circular) were:
| Hargreave | Hargreave | |
|---|---|---|
| Hale AIM | Hale AIM | |
| VCT 1 | VCT 2 | |
| Ordinary Shares | 25,896,179 | 6,708,062 |
Hargreave Hale AIM VCT 1 holds 2,711,134 Ordinary Shares in treasury Hargreave Hale AIM VCT 2 do not hold any shares in treasury.
3.1 The interests of the Directors, or persons connected with such Directors, (all of which are beneficial unless otherwise stated) in the issued share capital of the Companies as at 24 February 2012 (being the latest practicable date before publication of this Circular) were:
| Hargreave Hale AIM VCT 1 Ordinary Shares |
Hargreave Hale AIM VCT 2 Ordinary Shares |
||
|---|---|---|---|
| Hargreave Hale AIM | |||
| VCT 1 | |||
| Sir Aubrey | 5,000 | - | |
| Brocklebank Bt | |||
| David Brock | - | - | |
| Giles Hargreave | 109,163 | 143085 | |
| Hargreave Hale AIM VCT 2 |
|||
| David Hurst-Brown | 25,750 | 26,250* | |
| Philip Cammerman | - | - | |
| Giles Hargreave | 109,163 | 143085 |
* includes 26,250 Ordinary Shares held by Jacqueline Mary Hurst-Brown
3.2 Save as disclosed above, no Director nor any person connected with a Director has any interest in the share capital of either Company.
As at 24 February 2012 (being the latest practicable date prior to the publication of this Circular) the Directors of Hargreave Hale AIM VCT 1 were aware that Hargreave Hale Nominees Limited held 1,268,574 Ordinary Shares representing 4.39% of the issued share capital and voting rights of the Hargreave Hale AIM VCT 1 Ordinary Shares and that Hargreave Hale AIM VCT 1 held (in treasury) 2,711,134 Ordinary Shares representing 9.39% of the issued share capital and 0% of the voting rights of the Hargreave Hale AIM VCT 1 Ordinary Shares. The Directors of Hargreave Hale AIM VCT 1 were not aware of any other persons who were or will be immediately following the Tender Offers (assuming the maximum number of Hargreave Hale AIM VCT 1 Ordinary Shares are acquired pursuant to the Tender Offers), directly or indirectly, interested in 3% or more of the issued Hargreave Hale AIM VCT 1 Ordinary Shares.
As at 24 February 2012 (being the latest practicable date prior to the publication of this Circular) the Directors of Hargreave Hale AIM VCT 2 were aware that Mrs Patricia Davenport held 203,000 Ordinary Shares representing 3.02% of the issued share capital and voting rights of the Hargreave Hale AIM VCT 2 Ordinary Shares, Dr Alasdair Gordon Nairn held 239,181 Ordinary Shares representing 3.56% of the issued share capital and voting rights of the Hargreave Hale AIM VCT 2 Ordinary Shares, Frank Nominees Limited held 263,900 Ordinary Shares representing 3.93% of the issued share capital and voting rights of the Hargreave Hale AIM VCT 2 Ordinary Shares and Hargreave Hale Nominees Limited held 808,503 Ordinary Shares representing 12.04% of the issued share capital and voting rights of the Hargreave Hale AIM VCT 2 Ordinary Shares. The Directors of Hargreave Hale AIM VCT 2 were not aware of any other persons who were or will be immediately following the Tender Offers (assuming the maximum number of Hargreave Hale AIM VCT 2 Ordinary Shares are acquired pursuant to the Tender Offers), directly or indirectly, interested in 3% or more of the issued Hargreave Hale AIM VCT 2 Ordinary Shares.
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:
Out of this fee, the Investment Manager was paid all other costs and expenses of or incidental to the 2010 Offers.
Under the 2010 Offer Agreement, the Companies and their directors gave certain warranties and indemnities to the Sponsor. Warranty claims must be made by no later than 3 months after the second annual general meeting of the relevant Company following the closing date of the 2010 Offers at which Shareholders approved the relevant Company's accounts or by the date the company is subject to a takeover. The warranties and indemnities were in usual form for a contract of this type and the warranties are subject to limits of the total proceeds of the 2010 Offer for the Investment Manager, and one year's director fees for each of the relevant directors. The Companies also agreed to indemnify the Sponsor in respect of its role as Sponsor and under the 2010 Offer Agreement.
5.3 An agreement (the "HH1 Investment Management Agreement") dated 10 September 2004 (as amended) between Hargreave Hale AIM VCT 1 (1) and the Investment Manager (2) under which the Investment Manager agreed to provide discretionary investment management and advisory services to the Company in respect of its portfolio of Qualifying Investments and Non-Qualifying Investments. This was amended by a deed of variation dated 13 October 2005 in relation to the previous offer of C shares (which have since converted into Ordinary Shares).
Under the agreement, the Investment Manager received fees (exclusive of VAT) equal to 0.9% per annum of the net asset value of the Company until the termination of the HH1 Investment Management Agreement, payable quarterly in arrears. The Investment Manager is also entitled to receive the Performance Incentive Fees and reimbursement of expenses incurred in performing its obligations. In respect of investments made in companies that are not quoted on AIM, the Investment Manager is entitled to charge expenses and initial management fees to investee companies that, without the Board's consent, will not exceed 1% of the value of the total investment by the Company (and any other investor to whom the Company syndicates any part of its investment) plus, in the case of periodical fees, £10,000 per annum (plus VAT, if applicable).
In line with normal VCT practice, a performance related incentive fee will be payable to the Investment Manager. This annual performance related incentive fee will payable at the rate of 20% of any dividends paid to Shareholders in excess of 6 pence per Ordinary Share per annum, provided that the Net Asset Value per Ordinary Share is at least 95 pence. The first payment of the performance related incentive fee was payable after 30 September 2007 and would be payable provided cumulative distributions in the first three accounting periods exceeded 18 pence per Ordinary Share. Thereafter, a performance related incentive fee will be payable annually, provided the hurdles have been exceeded, with any cumulative shortfalls below 6 pence per Ordinary Share having to be made up in subsequent years before the incentive fee becomes payable. No performance related incentive fee will be payable unless the NAV per Ordinary Share is at least 95 pence.
The appointment may be terminated on 12 calendar months' notice by either party. No benefits are payable on termination.
5.4 Under supplemental management agreements between Hargreave Hale AIM VCT 1 (1) and the Investment Manager (2) dated 10 September 2009, Hargreave Hale agreed to provide administrative and custodian services to that company and the services of Stuart Brookes, as company secretary and Giles Hargreave, as a non-executive director for an annual fee of £77,000 (plus VAT) terminable on 3 months' notice either side. Giles Hargreave is interested in this agreement as a director and shareholder of the Investment Manager.
Under the agreement, the Investment Manager received fees (exclusive of VAT) equal to 0.9% per annum of the net asset value of the Company until the termination of the HH2 Investment Management Agreement, payable quarterly in arrears. The Investment Manager is also entitled to receive Performance Incentive Fees and reimbursement of expenses incurred in performing it obligations. In respect of investments made in companies that are not quoted on AIM, the Investment Manager is entitled to charge expenses and initial management fees to investee companies that, without the Board's consent, will not exceed 1% of the value of the total investment by the Company (and any other investor to whom the Company syndicates any part of its investment) plus, in the case of periodical fees, £10,000 per annum (plus VAT, if applicable).
In line with normal VCT practice, a performance related incentive fee will be payable to the Investment Manager. This annual performance related incentive fee will be payable at the rate of 20% of any dividends paid to Shareholders in excess of 6 pence per Ordinary Share per annum, provided that the Net Asset Value per Ordinary Share is at least 95p. The first payment of the performance related incentive fee was payable after 28 February 2010 and would be payable provided cumulative distributions in the first three accounting periods exceeded 18 pence per Ordinary Share. Thereafter, a performance related incentive fee will be payable annually, provided the hurdles have been exceeded, with any cumulative shortfalls below 6 pence per Ordinary Share having to be made up in subsequent years before the incentive fee becomes payable. No performance related incentive fee will be payable unless the NAV per Ordinary Share is at least 95p.
The appointment may be terminated on 12 calendar months' notice by either party. No benefits are payable on termination.
that that agreement was terminated by reason of the appointment of the administrator. KIS and Hargreave Hale AIM VCT 2 also agreed that the Company shall assume responsibility to pay the trail commissions referred to above in this paragraph on behalf of KIS. The Company also agreed to assume liability for all trail commissions payable after 29 September 2010, with KIS undertaking to indemnify the Hargreave Hale AIM VCT 2 and the directors against all claims resulting from inaccuracy of information provided by KIS to the Company, with the waiver of certain obligations of KIS under the 2006 Offer Agreement.
None of the Directors has a service contract with either Company and no such contract is proposed. The services of the Directors are provided to each Company pursuant to letters of appointment each of which is terminable upon 3 months' notice given by either party at any time.
The Directors of Hargreave Hale AIM VCT 1 each receive annual fees as follows:
| £ | |
|---|---|
| Sir Aubrey Brocklebank Bt | 18,000 |
| David Brock | 15,000 |
| Giles Hargreave | 15,000 |
| 48,000 |
The Directors of Hargreave Hale AIM VCT 2 each receive annual fees as follows:
| £ | |
|---|---|
| David Hurst-Brown | 18,000 |
| Philip Cammerman | 15,000 |
| Giles Hargreave | 15,000 |
| 48,000 |
No Director has any interest in any transaction which is or was unusual in its nature or conditions or is or was significant to the business of the Companies and which was effected by either Company during the current financial period or during an earlier financial year and remains in any respect outstanding or unperformed.
There are no governmental, legal or arbitration proceedings (including any such proceedings which are or were pending or threatened of which the Companies are aware) during the 12 months immediately preceding the date of this document, in each case which may have, or have had in the recent past, a significant effect on the financial position or profitability of either Company.
11.2 The Tender Offers and the Tender Forms shall be governed by and construed in accordance with English law and shall be subject to the non-exclusive jurisdiction of the English courts.
11.3 The failure of any Shareholder to receive a copy of this Circular will not invalidate any aspect of the Tender Offers.
Copies of the following documents will be available for inspection from the date of this Circular until the conclusion of the General Meetings during normal business hours and on any weekday (Saturdays and public holidays excepted) at the registered offices of the Companies (being the offices of Howard Kennedy LLP, 19 Cavendish Square, London, W!A 2AW):
12.1 the proposed articles of association to be adopted by each of the Companies'
12.2 the Offer Agreement; and
12.3 the Circular.
Dated 29 February 2012
| "2010 Offer" | the joint offer for subscription by the Companies of Ordinary Shares to raise up to, in aggregate, £10,000,000, pursuant to a prospectus dated 19 March 2010 |
|---|---|
| "Board" or "Directors" | (i) with respect to Hargreave Hale AIM VCT 1: Sir Aubrey Brocklebank Bt, David Brock, and Giles Hargreave and (ii) with respect to Hargreave Hale AIM VCT 2: David Hurst Brown, Philip Cammerman and Giles Hargreave |
| "C Share Offer" | the offer for subscription for C Shares in Hargreave Hale AIM VCT 1 as set out in the Prospectus |
| "C Shares" | 'C' ordinary shares of 1p each in the capital of Hargreave Hale AIM VCT 1 |
| "C Share Fund" | the assets of Hargreave Hale AIM VCT 1 attributable to the C Shares |
| "Circular" | this document |
| "Companies" | Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2, and "Company" means either one of them as the context requires |
| "CREST" | the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations) |
| "Enhanced Share Buy Back" | application for New Shares under the Offers out of the proceeds of the sale of Shares tendered by Existing Shareholders under the Tender Offer |
| "Euroclear" | Euroclear UK and Ireland Limited |
| "General Meetings" | the general meetings of the Companies to be held on 26 March 2012 (or any adjournment thereof), and a "General Meeting" means either of the general meetings as the context requires |
| "Hargreave Hale" or "the Manager" or "Investment Manager" |
Hargreave Hale Limited, which is authorised and regulated by the FSA |
| "Hargreave Hale AIM VCT 1" | Hargreave Hale AIM VCT 1 plc |
| "Hargreave Hale AIM VCT 1 Tender Offer" | the tender offer under which Hargreave Hale AIM VCT 1 will buy back up to 9,000,000 Ordinary Shares from participating Ordinary |
| Shareholders at the Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange |
|
|---|---|
| "Hargreave Hale AIM VCT 2" | Hargreave Hale AIM VCT 2 plc |
| "Hargreave Hale AIM VCT 2 Tender Offer" | the tender offer under which Hargreave Hale AIM VCT 2 will buy back up to 3,500,000 Ordinary Shares from participating Ordinary Shareholders at the Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange |
| "Listing Rules" | the listing rules of the UK Listing Authority made under section 73A of the Financial Services and Markets Act 2000 |
| "Net Asset Value" or "NAV" | the value of each Company's assets, less its liabilities (divided by the appropriate number of shares in issue when referred to on a per share basis) |
| "Notice of General Meetings" | the notice of the General Meetings set out on pages 43 and 48 of this document |
| "Offer Price" | in the case of each Company, the Net Asset Value per Ordinary Share most recently announced to the London Stock Exchange, divided by 0.95 |
| "Ordinary Share Fund" "Ordinary Shares" |
the assets of Hargreave Hale AIM VCT 1 attributable to the Ordinary Shares ordinary shares of 1p each in the capital of the relevant Company |
| "Ordinary Shareholder" | a holder of Ordinary Shares in the relevant Company |
| "Ordinary Share Offers" | the offers for subscription for Ordinary Shares in the Companies as set out in the Prospectus, and an "Ordinary Share Offer" means either the offer for subscription by Hargreave Hale AIM VCT 1 or the offer for subscription by Hargreave Hale AIM VCT 2, as the context requires |
| "Proposals" | the recommended proposals relating to: |
| (i) tender offers for Hargreave Hale AIM VCT 1 to purchase up to 9,000,000 Ordinary Shares and for Hargreave Hale AIM VCT 2 to purchase up to 3,500,000 Ordinary Shares (ii) offers for the issue of up to £5,000,000 of Ordinary Shares of 1p |
| each and of up to £10,000,000 of 'C' Shares of 1p each in Hargreave Hale AIM VCT 1 and of up to £10,000,000 of Ordinary Shares of 1p each of Hargreave Hale AIM VCT 2 |
|
|---|---|
| (iii) the extension of the life of the Companies to 2018 |
|
| (iv) adoption of new Articles of Association of Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 |
|
| (v) change of investment policy of Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 |
|
| (vi) approval of the payment of promoter's fees to Hargreave Hale Limited |
|
| (vii) approval of variation to investment management fee in respect of Hargreave Hale AIM VCT 2 |
|
| "Prospectus" | the prospectus dated the date of this document relating to the Ordinary Share Offers and the C Share Offer |
| "Receiving Agent" | Hargreave Hale |
| "Record Date" | the Record Date for the Tender Offers being 6 p.m. on 30 March 2012 |
| "Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) |
| "Resolutions" | the resolutions set out in the Notice of General Meetings for each of the Companies |
| "Participating Ordinary Shareholder(s)" | those Ordinary Shareholders who are selling Ordinary Shares pursuant to the Tender Offer |
| "Share Offers" | any one or more of the offers for subscription by Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 as described in this document |
| "Shares" | shares in the capital of the Companies |
| "Shareholders" | holders of Ordinary Shares in the capital of the Companies |
| "Tender Offers" | the Hargreave Hale AIM VCT 1 Tender Offer and the Hargreave Hale AIM VCT 2 Ordinary Shares Tender Offer as set out in this Circular, and "Tender Offer" means either one of them as the context requires |
| "Tender Form" | the tender form for use in respect of an acceptance of a Tender Offer by Shareholders holding Ordinary Shares as set out at the end of this Circular |
|---|---|
| "uncertificated" | for the time being recorded on the register of members of the Companies as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST |
| "VCT" | a venture capital trust as defined in section 259 of the Income Tax Act 2007 |
The C Shareholders are entitled to receive notice of, to attend, speak and vote at any General Meeting, pari passu, in such respect to the holders of Ordinary Shares.
The holders of the Ordinary Shares and the C Shares shall have the following rights to be paid dividends:-
The capital and assets of the Company shall on a winding up or on a return of capital be distributed between the Ordinary Shares and C Shares on the same basis as set out in 2 above.
In all other respects, the Ordinary Shares and C Shares shall have the same rights and liabilities as the Ordinary Shares.
NOTICE IS HEREBY GIVEN that a General Meeting of Hargreave Hale AIM VCT 1 plc (the "Company") will be held at the offices of Howard Kennedy LLP, 19 Cavendish Square, London W1A 2AW, at 11.00 am on 26 March 2012 to consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions as to resolutions (1) to (4) and as special resolutions as to resolutions (5) to (10):
(1) THAT, in substitution for existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal value of £600,000 during the period commencing on the passing of this resolution and expiring on the fifth anniversary of this resolution (unless previously revoked, varied or extended by the Company in general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted after such expiry.
Provided however that the power conferred by this Resolution shall be limited:
The power and authority conferred by this resolution shall be in substitution for all previous authorities.
(2) THAT, the proposed amendments to the investment policy of the Company as set out on pages 12 to 25 of the Circular dated 29 February 2012 (produced to the meeting, and for the purpose of identification signed by the chairman, the "Circular") be and hereby are approved.
securities in pursuance of such offers or agreements as if the powers conferred hereby had not so expired.
By order of the Board
Stuart Brookes
Secretary
Registered Office:
19 Cavendish Square London W1A 2AW
Information regarding the General Meeting, including the information required by section 311A of the Act, is available from http://www.hargreave-hale.co.uk/fund-management/venture-capital-trusts
29 February 2012
.
it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
NOTICE IS HEREBY GIVEN that a General Meeting of Hargreave Hale AIM VCT 1 plc (the "Company") will be held at the offices of Howard Kennedy LLP, 19 Cavendish Square, London W1A 2AW, at 12.00 pm on 26 March 2012 to consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions as to resolutions (1) to (4) and as special resolutions as to resolutions (5) to (9):
(1) THAT, in substitution for existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal value of £110,000 during the period commencing on the passing of this resolution and expiring on the fifth anniversary of this resolution (unless previously revoked, varied or extended by the Company in general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted after such expiry.
Provided however that the power conferred by this Resolution shall be limited:
The power and authority conferred by this resolution shall be in substitution for all previous authorities.
By order of the Board Stuart Brookes Secretary Registered Office: 19 Cavendish Square London W1A 2AW
Information regarding the General Meeting, including the information required by section 311A of the Act, is available from http://www.hargreave-hale.co.uk/fund-management/venture-capital-trusts
Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Tender Offer for the Company to purchase up to 9,000,000 of its Ordinary Shares on the terms of the circular sent to Shareholders dated 29 February 2012 (the "Circular").
This Tender Form should be read together with the Circular of which it forms part including the notes set out on pages 60 to 61. The definitions used in the Circular apply in this Tender Form.
(a) If you do not wish to participate in the Tender Offer you do not need to take any action.
(c) You should note that you should complete separate Tender Forms for each holding in certificated form. In addition, you should complete separate Tender Forms for Ordinary Shares held in certificated form, but under different designations. Additional Tender Forms are available from Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, telephone number 0871 384 2945 from inside the UK and +44 121 415 0289 from outside the UK. Calls to the helpline on 0871 384 2945 charged at 8 pence per minute from a BT landline. Calls to the helpline from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.
Hargreave Hale AIM VCT 1 PLC
2
If you were the registered holder(s) of Ordinary Shares at the close of business on 29 February 2012 please complete details of your name(s) and address and the number of Ordinary Shares registered in your name(s) at that time in box 1 ,as detailed on your share certificate.
If you wish to participate in the Enhanced Share Buyback in respect of all of your holding of Existing Ordinary Shares, tick Box 2A
If you wish to participate in the Enhanced Share Buyback in respect of a different number of Ordinary Shares, insert in Box 2B the number of Ordinary Shares in respect of which you wish to participate.
3
You must sign in box 3 in front of a witness, who should also sign where indicated, and date the signatures. In the case of a body corporate, this Application Form may be executed under the common seal or under the hand of an officer or attorney duly authorised.
Please also insert a daytime telephone number where you may be contacted in the event of a query regarding your Application Form.
By signing and delivering this Application Form, and in consideration of the Company agreeing to process this Application Form, you agree that the application(s) made on this Application Form shall be irrevocable and you warrant that your application is valid and binding and is/are made in accordance with any applicable legal requirements, and you agree as follows:
Subject to the scaling back provisions outlined on page 27 of the Circular, I understand that the proceeds from any shares sold will not be returned to me but will be invested in new Ordinary Shares under the offer for new Ordinary Shares set out in a prospectus dated 29 February 2012 issued by Hargreave Hale AIM VCT 1 plc and Hargreave Hale AIM VCT 2 plc (the "Prospectus").
By applying to participate in either Tender Offer, I confirm that I am applying the proceeds of the sale of my Ordinary Shares so tendered in subscribing for Ordinary Shares in Hargreave Hale AIM VCT 2 plc under the Offers. I acknowledge that I have read the full terms of the Prospectus which is a separate document.
The execution of this Tender Form (shall constitute the irrevocable appointment of any Director or officer of the Company or member of the Manager as such Participating Ordinary Shareholder's attorney and/or agent ("attorney"), and an irrevocable instruction to the attorney to complete and execute all or any instrument of transfer, subscription and/or other documents at the attorney's discretion in relation to the subscription for Ordinary Shares under the Ordinary Share Offers from the proceeds of the Tender Offers.
| Holder URN: | |||
|---|---|---|---|
| 1 | TOTAL NUMBER OF SHARES HELD AS AT CLOSE OF BUSINESS ON 30 MARCH 2012 |
||
| 2 | |||
| IF YOU WISH TO PARTICIPATE IN THE ENHANCED SHARE BUYBACK IN RESPECT OF ALL OF YOUR SHARES Tick Box 2A to participate in respect of all of your Existing Ordinary Shares in Hargreave Hale AIM VCT 1 plc with the proceeds being invested in New Ordinary Shares on your behalf |
2A | ||
| OF SHARES |
IF YOU WISH TO PARTICIPATE IN THE ENHANCED SHARE BUYBACK IN RESPECT OF A DIFFERENT NUMBER | ||
| above. | Enter the number of Existing Ordinary Shares you wish to participate in respect of in Box 2B. This Number cannot be more than the total number of Existing Ordinary Shares you hold as detailed SHARE CERTIFICATES |
2B | |
| Tick Box 2C to confirm that you have enclosed your share certificate(s) with the completed Application Form |
2C | ||
| 3 | Sign and insert the date(s) on the lines provided below | ||
| Please give your daytime telephone number where you may be contacted in the event of a query. | |||
| PLEASE NOTE that by signing this box 3 you are deemed to declare that, if you are not resident in, or a citizen or citizens of, the United Kingdom, your election(s) as set out on this Application Form are not made in violation of any applicable law or the requirements of any jurisdiction or government authority including, without limitation, any exchange control regulations. |
|||
| Signed and delivered as a deed by: | |||
| ………………………………………………………………… | Signature | ||
| Date: …………… | |||
| in the presence of: Signature of Witness: ……………………………………… |
|||
| Name of Witness: ……………………………………… |
|||
| [full name in block capitals] | |||
| Address of Witness: ……………………………………… |
|||
| Occupation of Witness: ……………………………… |
Tender Offer for the Company to purchase up to 3,500,000 of its Ordinary Shares on the terms of the circular sent to Shareholders dated 29 February 2012 (the "Circular").
This Tender Form should be read together with the Circular of which it forms part including the notes set out on pages 60 to 61. The definitions used in the Circular apply in this Tender Form.
(a) If you do not wish to participate in the Tender Offer you do not need to take any action.
Hargreave Hale AIM VCT 2 PLC
ASPECT HOUSE, SPENCER ROAD, LANCING, WEST SUSSEX BN99 6DA BY NO LATER THAN 11 AM ON 30 MARCH 2012
2
If you were the registered holder(s) of Ordinary Shares at the close of business on 29 February 2012 please complete details of your name(s) and address and the number of Ordinary Shares registered in your name(s) at that time in box 1 ,as detailed on your share certificate.
If you wish to participate in the Enhanced Share Buyback in respect of all of your holding of Existing Ordinary Shares, tick Box 2A
If you wish to participate in the Enhanced Share Buyback in respect of a different number of Ordinary Shares, insert in Box 2B the number of Ordinary Shares in respect of which you wish to participate.
You must sign in box 3 in front of a witness, who should also sign where indicated, and date the signatures. In the case of a body corporate, this Application Form may be executed under the common seal or under the hand of an officer or attorney duly authorised.
Please also insert a daytime telephone number where you may be contacted in the event of a query regarding your Application Form.
By signing and delivering this Application Form, and in consideration of the Company agreeing to process this Application Form, you agree that the application(s) made on this Application Form shall be irrevocable and you warrant that your application is valid and binding and is/are made in accordance with any applicable legal requirements, and you agree as follows:
Subject to the scaling back provisions outlined on page 27 of the Circular, I understand that the proceeds from any shares sold will not be returned to me but will be invested in new Ordinary Shares under the offer for new Ordinary Shares set out in a prospectus dated 29 February 2012 issued by Hargreave Hale AIM VCT 1 plc and Hargreave Hale AIM VCT 2 plc (the "Prospectus").
By applying to participate in either Tender Offer, I confirm that I am applying the proceeds of the sale of my Ordinary Shares so tendered in subscribing for Ordinary Shares in Hargreave Hale AIM VCT 2 plc under the Offers. I acknowledge that I have read the full terms of the Prospectus which is a separate document.
The execution of this Tender Form (shall constitute the irrevocable appointment of any Director or officer of the Company or member of the Manager as such Participating Ordinary Shareholder's attorney and/or agent ("attorney"), and an irrevocable instruction to the attorney to complete and execute all or any instrument of transfer, subscription and/or other documents at the attorney's discretion in relation to the subscription for Ordinary Shares under the Ordinary Share Offers from the proceeds of the Tender Offers.
3
| Holder URN: | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | TOTAL NUMBER OF SHARES HELD AS AT CLOSE OF BUSINESS ON 30 MARCH 2012 |
||||||||||||||||||||||
| 2 | |||||||||||||||||||||||
| IF YOU WISH TO PARTICIPATE IN THE ENHANCED SHARE BUYBACK IN RESPECT OF ALL OF YOUR SHARES Tick Box 2A to participate in respect of all of your Existing Ordinary Shares in Hargreave Hale AIM VCT 1 plc with the proceeds being invested in New Ordinary Shares on your behalf IF YOU WISH TO PARTICIPATE IN THE ENHANCED SHARE BUYBACK IN RESPECT OF A DIFFERENT NUMBER |
2A | ||||||||||||||||||||||
| OF SHARES |
Enter the number of Existing Ordinary Shares you wish to participate in respect of in Box 2B. This Number cannot be more than the total number of Existing Ordinary Shares you hold as detailed |
2B | |||||||||||||||||||||
| above. | SHARE CERTIFICATES Tick Box 2C to confirm that you have enclosed your share certificate(s) with the completed Application Form |
2C | |||||||||||||||||||||
| 3 | Sign and insert the date(s) on the lines provided below | ||||||||||||||||||||||
| Please give your daytime telephone number where you may be contacted in the event of a query. PLEASE NOTE that by signing this box 3 you are deemed to declare that, if you are not resident in, or a citizen or citizens of, the United Kingdom, your election(s) as set out on this Application Form are not made in violation of any applicable law or the requirements of any jurisdiction or government authority including, without limitation, any exchange control regulations. |
|||||||||||||||||||||||
| Signed and delivered as a deed by: ………………………………………………………………… Signature |
|||||||||||||||||||||||
| Date: …………… | |||||||||||||||||||||||
| in the presence of: Signature of Witness: |
……………………………………… |
Name of Witness: ………………………………………... [full name in block capitals]
Address of Witness: ………………………………………................................................
Occupation of Witness: ………………………………..
Ordinary Shares in uncertificated form (that is, in CREST)
If your Ordinary Shares are in uncertificated form, in order to accept a Tender Offer you must arrange to transfer the Ordinary Shares you wish to tender into your own name.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.