Prospectus • Oct 19, 2012
Prospectus
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1 9 October 2012
Invest for income from tax-free dividends, or capital growth through the dividend reinvestment scheme
to raise, in aggregate, up to £15,000,000 by way of a separate issue of New Shares in each of the Companies (being a maximum of £2,500,000 in each Company)
Albion Venture Capital Trust PLC
Albion Development VCT PLC
Albion Technology & General VCT PLC
Albion Income & Growth VCT PLC
Crown Place VCT PLC
Albion Enterprise VCT PLC
(together the "Companies" or the "Albion VCTs" and each a "Company")
APPLICATION FORMS WILL ONLY BE ACCEPTED IF COUNTERSIGNED BY AN AUTHORISED FINANCIAL INTERMEDIARY. IF YOU ARE IN ANY DOUBT ABOUT WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.
This document, which constitutes a fi nancial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), has been approved, for the purposes of that section only, by Albion Ventures LLP ("Albion", "Albion Ventures" or the "Manager"), which is authorised and regulated by the Financial Services Authority in the United Kingdom, pursuant to the FSMA . In approving this document, Albion is acting solely for the Companies and no-one else and will not be responsible to anyone other than the Companies for providing the protections aff orded to customers of Albion or for providing fi nancial advice in relation to the subject of this document.
This document contains details of the Albion VCTs Top Up Off ers 2012/2013 (the "Off ers") of shares (the "New Shares") in each of the Companies. The Off ers constitute separate Off ers by the Companies (each being an "Off er").
There is no guarantee that the investment objectives of each Company will be attained. The levels and bases of reliefs from taxation described in this document are those currently available. These may change and their value depends on an investor's individual circumstances.
No person has been authorised to issue any advertisements or give any information, or make any representations in connection with the Off ers, other than those contained in this document, and if issued, given or made, such advertisements, information or representations must not be relied upon as having been authorised by any of the Companies. This document does not constitute either a prospectus or listing particulars. Albion has given, and not withdrawn, its consent to the inclusion of the reference to its name in this document in the form and context in which it is included.
An application will be made by each Company to the UK Listing Authority for its New Shares to be admitted to the Offi cial List and to the London Stock Exchange for the admission of such New Shares to trading on its main market for listed securities. It is expected that admission will become eff ective and that dealings in the New Shares will commence within 10 business days of their allotment. The existing issued Shares of each Company are traded through premium listings on the London Stock Exchange plc's main market for listed securities.
Copies of this document, the Application Procedure and Application Form document and the Investor Guide are available free of charge from:
Albion Ventures LLP 1 King's Arms Yard London, EC2R 7AF Tel: 0808 178 1680 Email: [email protected] Web: www.albion-ventures.co.uk
RAM Capital Partners LLP 74 Chancery Lane London, WC2A 1AD Tel: 020 3006 7530 Email: [email protected] Web: www.ramcapital.co.uk
A copy of this document will also be available to the public for inspection at the National Storage Mechanism at www. morningstar.co.uk under the reference for each of the Companies.
The procedure for, and the terms and conditions of, applications under the Off ers are set out in the enclosed Application Procedure and Application Form document.
Completed Application Forms which must be counter-signed by an authorised fi nancial intermediary should be posted or delivered by hand to Albion Ventures LLP, 1 King's Arms Yard, London, EC2R 7AF. A blue and white pre-printed reply paid envelope is enclosed for this purpose.
The F irst C losing of the Off ers will be at 12 noon on 19 December 2012. The F inal C losing for the Off ers for the tax year ending 5 April 2013 will be at 12 noon on 5 April 2013 . The Final Closing for the tax year end ing 5 April 2014 will be at 12 noon on 12 June 2013. The Off ers may close earlier if they are fully subscribed, or otherwise at the discretion of Albion. Albion may, in its absolute discretion, decide to extend an Off er .
RISK FACTORS 4 LETTER FROM THE CHAIRMEN OF THE ALBION VCTS 6 TAX RELIEFS FOR VCT INVESTORS 8
Launch date of the Off ers 12 noon 1 9 October 2012
First Closing of the Off ers 12 noon 19 December 2012
Final Closing of the Off ers for the tax year end ing 5 April 2013 (unless fully subscribed before this date) 12 noon 5 April 2013
Final Closing of the Off ers for the tax year end ing 5 April 2014 (unless fully subscribed before this date) 12 noon 12 June 201 3
| Auditor | PKF (UK) LLP Farringdon Place, 20 Farringdon Road London, EC1M 3AP |
|---|---|
| Legal adviser |
Bird & Bird LLP 15 Fetter Lane London, EC4A 1JP |
| Taxation adviser |
PricewaterhouseCoopers LLP 1 Embankment Place London, WC2N 6RH |
| Registrar | Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol, BS99 6ZZ |
Albion reserves the right to extend the period that the Off ers are open and to accept applications and issue New Shares at any time.
There is no minimum subscription to any Off er so investors can be sure that each Off er will proceed.
Dealing is expected to commence in New Shares within 10 business days of allotment and share and tax certifi cates will be dispatched to shareholders within 14 business days of each allotment.
Prospective investors should carefully review the following risks which the Directors of the Albion VCTs (the "Directors") consider to be material at the date of this document in relation to the New Shares and, more generally, closed-ended investment funds of the same type and profi le as the Companies.
Prospective investors should consult their stockbroker, bank manager, solicitor, accountant or other independent fi nancial adviser authorised under the FSMA before investing in the New Shares.
Prospective investors should be aware that the value of shares in the Companies and the income from them can fl uctuate. In addition, there is no guarantee that the market price of shares in the Companies (or shares in Venture Capital Trusts ("VCTs") generally) will refl ect their underlying Net Asset Values. Past performance is not a guide to future performance. An investment in New Shares is only suitable for investors who are capable of evaluating the merits and risks of such investment and who have suffi cient resources to be able to bear any losses which may arise (which may be equal to the whole amount invested).
Having regard to the investment objectives of the Companies and the tax reliefs available, the Companies should be considered as long-term investments. Investing in VCTs such as the Companies, which themselves generally invest in smaller unquoted companies, carries particular risks. The Companies and their Directors consider the following risks to be material for potential investors, but the risks listed below do not necessarily comprise all those associated with an investment in the Companies and are not set out in any order of priority. Additional risks and uncertainties currently unknown to the Companies and their Directors (such as changes in legal, regulatory or tax requirements including retrospective changes) or which the Companies and their Directors currently believe are immaterial, may also have a material adverse eff ect on the fi nancial condition or prospects of the Companies or the trading price of the New Shares.
• It is the intention of the Directors and the Manager that each Company will continue to be managed so as to qualify as a VCT . If a Company fails to meet the qualifying requirements for a VCT, this could result in:
(i) investors in that Company being required to repay the 30 % income tax relief received on subscription for the New Shares;
(ii) loss of income tax relief on dividends paid (or subsequently payable) by that Company;
(iii) a potential liability to tax on capital gains on a disposal of New Shares in that Company; and
(iv) loss of tax relief previously obtained in relation to corpor ation tax on capital gains made by that Company.
Further details of the taxation implications of an investment in the Companies are given on page 8 . Failure to meet the qualifying requirements could, in addition, result in a loss of the listing of the New Shares.
No guarantee is given or implied that the investment objectives or the realisation strategies set by the Companies will be achieved. Furthermore, a Company' s ability to obtain maximum value from their investments (for example through sale) may be limited by the requirements imposed in order to maintain the VCT status of that Company (such as the obligation to have at least 70 % by value of its investments in qualifying i nvestments).
The Companies' investments are and will be in companies whose securities are not publicly traded or freely marketable and may, therefore, be diffi cult to realise and more volatile than the securities of larger, longer established businesses.
• Notwithstanding the details of the share buy-back policy and discount management arrangements described on page 7 , although the New Shares will be listed on the Offi cial List and traded on the London Stock Exchange, there may not be a liquid market in the New Shares and there may not be two competing market makers. It may, therefore, despite each Company's share buy-back policy, prove diffi cult to realise the investment. This factor may be exacerbated by the fact that any purchaser of existing s hares in a Company , as opposed to a subscriber for New Shares pursuant to the Off ers, will not qualify for income tax relief at 30 % of the amount invested.
• The market value and the realisable value of the New Shares are likely to fl uctuate. Furthermore, as the shares of most VCTs trade at a discount to their underlying NAV and because there is normally a diff erence between the middle-market price and the price at which shares in VCTs can be sold (known as the "spread"), there is no guarantee that the market value of a Share will fully refl ect the underlying NAV per Share. The mid share price discount to NAV for the Albion VCTs was in the range 12-18% on 19 October 2012.
• Statements made in this document concerning returns to shareholders are based on the accounting standards used by the Albion VCTs, being International Financial Reporting Standards ("IFRS") and current UK generally accepted accounting practice ("UK GAAP"). IFRS and UK GAAP are subject to change. Any changes to IFRS and UK GAAP may aff ect the Companies' ability to provide returns to shareholders as envisaged in this document.
• The Companies will only pay dividends on shares to the extent that they have distributable profi ts and cash available for that purpose. A reduction in income from a Company's investments may adversely aff ect the dividend payable to shareholders. Such a reduction could arise, for example, from lower dividends or lower rates of interest paid on the Company's investments, or lower bank interest rates than are currently available. Similarly, a lack of investment sales could also limit the Company's ability to pay dividends. The target dividend yields under the Off ers should not be regarded as forecasts.
• Shareholders should note that the price at which New Shares are issued under the Off ers will usually be in excess of the price at which shares in the Companies can be bought in the market. New Shares have the benefi t of up-front income tax relief; shares bought in the market do not benefi t from up-front tax relief, but do not carry the extended holding period requirement.
of the
David Watkins Albion Venture Capital Trust PLC Registered number 3142609 Geoff rey Vero Albion Development VCT PLC Registered number 3654040 Neil Cross Albion Technology & General VCT PLC Registered number 4114310 Friedrich Ternofsky Albion Income & Growth VCT PLC Registered number 5132495 Patrick Crosthwaite Crown Place VCT PLC Registered number 3495287 Maxwell Packe Albion Enterprise VCT PLC Registered number 5990732
(all registered in England and Wales with registered offi ce 1, King's Arms Yard London EC2R 7AF)
The Off ers (where equal amounts are invested in each Off er) are designed to provide investors with an investment in a broad, balanced portfolio of ungeared UK private companies, producing a regular monthly dividend yield and the prospect of longer-term capital growth.
The proceeds of the Off ers will provide useful additional liquidity for the Companies and the ability to take advantage of appropriate investment opportunities that fall within the current VCT legislation, as well as helping fund the Companies' annual running costs, market purchases of own shares and the payment of dividends.
The Off ers give investors the opportunity to invest an equal sum across six Albion VCTs. As an alternative option, applicants can invest diff erent amounts in each Off er, subject to that Off er remaining open at the time that an Application Form is received. The minimum aggregate investment in the Off er is £6,000 with a minimum investment of £1,000 in each individual Off er. Applications should be in multiples of £1,000.
The maximum amount raised by each Company in any 12 month period needs to be the lower of €5 million and 10 % of their issued share capital (including treasury shares), being the amount which they may raise under the Prospectus Rules without the publication of a full prospectus. Further details regarding the allocations of subscriptions are shown in the enclosed Application Procedure and Application Form document.
The Issue Price for each New Share under the Off ers will be set with reference to, but at a premium to, the most recently announced net asset value per share of the relevant Company in order to cover the issue costs. The precise formula is set out in the enclosed Application Procedure and Application Form document.
The Off ers are not underwritten and there is no minimum subscription, so investors can be assured that each Off er will go ahead.
Investors will be eligible for the dividends paid by each VCT in which they invest as determined by reference to the record date following allotment.
The Directors of the Albion VCTs and partners and staff of Albion Ventures have invested in excess of £2. 9 million in the Companies to date and will be investing at least £1 70,000 in aggregate under the Off ers.
The Albion team manages funds of approximately £230 million and, over the past sixteen years, c ompanies under Albion's management have returned in excess of £ 117 million in dividends and £3 8 million in share buy-backs as a result of an active policy of returning cash to shareholders.
Under the Off ers, investors will have immediate access to an average target dividend yield of around 5.7 % pa on amounts invested , assuming that investment is in equal amounts across the six VCTs, and based on the net asset values and dividend targets as at 30 June 201 2. These dividends are tax free, and can be reinvested under the d ividend r einvestment s chemes of each of the VCTs by ticking the relevant box on the Application Form. Reinvestment of dividends allows investors to obtain additional up-front tax relief on the amount of the dividend reinvested, provided that the shares are held for a minimum of fi ve years. Further details are shown on the web page for each VCT at www. albion-ventures.co.uk under the "Our Funds" section.
| Dividend track record | Launch date3 | Total dividends paid (p)1 |
Target dividend yield on Issue Price (%) 2 |
Current annual dividend target (p) |
|---|---|---|---|---|
| Albion Venture Capital Trust PLC | 1996 | 122.3 | 6.2 % | 5.0 |
| Albion Development VCT PLC – Ordinary shares |
1999 | 67.8 | 6.6 % | 5.0 |
| Albion Technology & General VCT PLC | 2001 | 71.0 | 5.9% | 5.0 |
| Albion Income & Growth VCT PLC | 2004 | 23.2 | 5.1 % | 3.5 |
| Crown Place VCT PLC3 | 2005 | 16.8 | 7.5 % | 2.5 |
| Albion Enterprise VCT PLC | 2007 | 12.1 | 4.0 % | 3.5 |
1 Total dividends paid to 18 October 2012
2 Assumes current dividend target and Issue Price calculated as the ex-dividend NAV as at 30 June 2012 for each Company, divided by 94.5
3 Albion Ventures took over the management of Crown Place VCT PLC in April 2005. Total dividends paid date from that year .
| Dividend track record | Launch date | Total dividends paid (p)1 |
Target dividend yield on amount originally invested (%) 2 |
Current annual dividend target (p) |
|---|---|---|---|---|
| Albion VCTs Linked Top Up Off ers 2010/2011 | 2010 | 9.3 | 5.6% | 5.6 |
| Albion VCTs Linked Top Up Off ers 2011/2012 | 2011 | 3.7 | 5.8% | 5.8 |
1 Total dividends paid to 18 October 2012
2 Assumes current dividend target for each Company as shown in table above
Further d etails regarding the fi nancial performance of each Albion VCT, including the most recent Chairman's statements for each VCT, can be found in the Financial Reports and Circulars area on the website www.albion-ventures. co.uk under the "Our Funds" section.
Funds raised under the Off ers will be invested by Albion V entures in accordance with each Company's existing investment polic y. A number of attractive investment opportunities have been identifi ed.
Through investment in all of the Off ers , investors will have exposure to around 58 UK based small unquoted businesses, most of which are co-invested across a number of the Albion VCTs. This will give investors investing in all six Off ers the opportunity to participate in a balanced portfolio, the majority of which (by value) are asset-backed investments providing an income stream, combined with investment in a smaller number of non asset-backed companies with greater growth prospects.
As at 30 June 2012, across the six VCTs, asset -backed investments accounted for around 61 % of the portfolio, around 12 % was held as cash, with the balance of 27 % of the portfolio in investments with higher growth potential. Details of each VCT's investment policy, and of the companies that the VCTs are invested in, can be found in the relevant fund factsheet and the latest Annual Report and Financial Statements on the website www.albion-ventures.co.uk under the "Our Funds" section.
In order to reduce investment risk, approximately 60 % of investments made by Albion Ventures are in the form of secured loan stock, and the Albion VCTs have a policy that portfolio companies should not have external bank debt with a charge or security ranking ahead of the Companies.
The Boards of the six Albion VCTs have established policies to buy back shares in the market, subject to the overall constraint that such purchases are in each Company's interest, including the maintenance of suffi cient resources for investment in existing and new portfolio companies, and the continued payment of dividends to shareholders. It is stated aim of the Companies that the discount to NAV at which they buy back shares is 10-15%.
Details of the costs of the Off ers , the a pplication procedure with explanatory notes and the Terms and Conditions of subscription are given in the Application Procedure and Application Form document, which is enclosed with this document.
Please send all completed Application Forms to:
We very much look forward to welcoming participation from new and existing shareholders in the Albion VCTs Top Up Off ers 2012/2013.
| Yours faithfully | Neil Cross | Patrick Crosthwaite | Maxwell Packe |
|---|---|---|---|
| Friedrich Ternofsky | Geoff rey Vero | David Watkins |
Shareholders can fi nd the following further information on the website www.albion-ventures.co.uk under the "Our Funds" section:
– Latest VCT fi nancial reports – dividends paid to date – Company fact sheets including investment strategies – Latest NAV
– Link to latest share price – DRIS forms – Dividend mandate forms
The following paragraphs are intended as a general guide only and are based on current legislation and HM Revenue & Customs ('HMRC') practice, which is subject to change. If you are in any doubt as to your tax position or you are subject to tax in a jurisdiction outside the UK, you should consult an appropriate professional adviser without delay.
In the current tax year, VCTs off er the following income and capital gains tax incentives in respect of investments of up to £200,000 per person per tax year:
• Income tax relief at 30 % for tax-paying investors on the amount invested under the Off ers, irrespective of the investor's marginal rate of income tax.
This reduces the eff ective net cost of the investment to 70 pence for each £1 invested, provided the New Shares are held for at least fi ve years from investment. The relief is limited to an amount that reduces the investor's income tax liability for the year to nil:
The example below demonstrates, for illustrative purposes only, the fi nancial eff ects of the tax incentives available to a private investor who invests equally in the Off ers, and the extent to which the return on both income and capital may be enhanced. The example shows the return from an investment in a VCT by an additional rate (50%) income tax payer, even if the New Shares show no capital growth on the price paid under the Off er s.
| Financial eff ects of the tax incentives |
The return for an additional rate taxpayer investing in the Companies |
|---|---|
| Amount invested ( ignoring any issue costs) | £10,000 |
| Eff ective holding cost after 30 % income tax relief |
£7,000 |
| Income r eturn Average annual dividend of 5.7 pence per £1 invested. |
£5 70 |
| Annual return on eff ective holding cost | 8.1% |
| Equivalent annual return grossed up for an additional rate income tax payer |
1 2.7% |
(i) The investor invests equally in the Off ers and disposes of his New Shares after fi ve years at the original cost to the investor. Investors should note, however, that venture capital investments should be made for the longer term, and that parts of the portfolio, in particular those in the technology sector, are unlikely to mature within a fi ve year timescale.
(ii) The additional rate (50%) investor pays tax on net dividends at 36.15%.
The Directors and Manager consider that the assumptions underlying the example set out above are fair and reasonable. Nevertheless, the example is provided for illustrative purposes only and should not be regarded as a forecast of dividends or profi ts. It should be noted that neither the dividends nor the capital return from an investment in the Companies can be predicted with any certainty and that they may diff er materially from the example shown.
APPLICATION PROCEDURE AND APPLICATION FORM*
For use up to 19 December 2012
* Subscribers wishing to invest after 19 December 2012 should use the purple Application Procedure and Application Form which will be issued during December 2012.
Please note that all applications should be submitted countersigned by a fi nancial intermediary authorised and regulated by the Financial Services Authority in order for the Application Form to be processed. applications should be submitted countersigned by a intermediary authorised regulated Authority
For applications received in respect of the First Closing a t 12 noon on 19 December 2012, the price for each New Share under the Off ers will be based on the most recently announced NAV per Share of the relevant Company, divided by 0.945 to allow for the issue costs. Where the share price for a Company has been declared ex-dividend on the London Stock Exchange, the NAV used for pricing under the Off ers will be ex-dividend. The NAV per share and the Issue Price will be rounded up to one decimal place. The NAV of each VCT is announced quarterly to the London Stock Exchange and can be found on the website www.albion-ventures.co.uk under the "Our Funds" sections. The number of shares issued will be rounded down to the nearest whole number. Fractional entitlements of less than £1 will be retained by the relevant Compan y. Fractional entitlements in excess of £1 will be refunded to investors' bank accounts. Investors will be issued share certifi cates in the relevant Company (or their accounts will be credited under CREST).
The costs of the Off ers in relation to applications received in respect of the First Closing are limited to 5.5 % of the amounts raised, out of which the Manager will pay any introductory commission payable to authorised fi nancial intermediaries. These commissions will typically be 3% on the amount of successful subscriptions submitted through the intermediaries, or 2% plus trail commission of 0.4% for fi ve years until 31 March 2018. Any trail commission will be paid by the Manager and not the Company.
Th e Application Form must bear a date not later than 19 December 2012.
Investors who wish to apply for New Shares to be allotted after the First Closing, up to 12 June 2013, should not complete this form, but should use a separate (purple) application form relating to 2013 allotments which will be avaliable in December 2012.
Unless otherwise directed, subscriptions will be allocated equally across the six Albion VCTs.
However, investors may, if they so wish, invest diff erent amounts in each Off er. This is subject to the relevant Off ers being open at the time that the Application Form is received by Albion Ventures.
The total minimum subscription under the Off ers i s £6,000, with a minimum of £1,000 in each Off er selected, and in multiples of £1,000 thereafter.
Where subscribers apply to invest in the Off ers equally, but one or more of the Off ers have closed, the subscription will be invested equally in the Off ers that remain open.
Where subscribers apply to invest diff erent amounts in each Off er, but one o r more of the Off ers have closed, investors may chose to have their subscription :
If all of the Off ers have been closed, the subscription will be returned in full.
(a) The right is reserved by Albion to present all cheques and bankers' drafts for payment on receipt and to retain surplus application monies pending clearance of successful applicants' cheques. Albion also reserves the right to reject, in whole or in part, any application. If any application is not accepted in full or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof will be returned by crossed cheque in favour of the applicant, through the post at the risk of the person entitled thereto or refunded to the investor's bank account as detailed on the Application Form.
(b) The right is reserved by each Compan y to allot New Shares, for which valid applications under its Off er have been received, at any time up to the Final Closing date of the Off ers. The Directors of each Company reserve the right to withdraw that Company's Off er at any time in which event applications received after the date that an Off er is withdrawn will be allocated in accordance with the section "Allocations of subscriptions under the Off ers" on page 2. The Off ers made by Crown Place VCT PLC and Albion Income & Growth VCT PLC will be withdrawn if the resolutions required to continue their Off ers are not passed at annual general meetings to be held in November 2012 and February 2013 respectively.
(c) By completing and delivering an Application Form you:
(i) off er to subscribe for the number of New Shares calculated by dividing the amount allocated to each of the selected Albion VCTs by the Issue Price relevant to the respective Albion VCT for each New Share under its Off er on the terms of and subject to this document, including these terms and conditions, and the Articles of Association of the Companies. The Issue Price for each Albion VCT is calculated by dividing the most recently announced NAV per share of the relevant Company by 0.945 to allow for issue costs . Where the share price of a Company is quoted ex-dividend, the NAV use d to calculate the Issue Price will be ex-dividend;
(ii) agree that, in consideration of each Compan y agreeing that it will not issue or allot any New Shares which are subject to its Off er to any person other than by means of the procedures referred to in this document, your application shall not be revoked until after the closing date of the Off er, and this paragraph shall constitute a collateral contract between you and the relevant Compan y which will become binding upon despatch by post to, or (in the case of delivery by hand) on receipt by Albion of your Application Form;
(iii) warrant that your remittance will be honoured on fi rst presentation and agree that if it is not honoured you will not be entitled to receive a share certifi cate or have your CREST account credited in respect of the New Shares applied for unless and until you make payment in cleared funds for such New Shares and such payment is accepted by the relevant Compan y in its absolute discretion (which acceptance may be on the basis that you indemnify it against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on fi rst presentation) and you agree that, at any time prior to the unconditional acceptance by the relevant Compan y it may (without prejudice to other rights) avoid the agreement to allot such New Shares and may allot such New Shares to some other person, in which case you will not be entitled to any payment in respect of such New Shares;
(iv) agree that, in respect of those New Shares for which your application has been received and is not rejected, acceptance of your application shall be constituted, at the election of Albion either (i) by notifi cation to the UK Listing Authority of the basis of allocation (in which case acceptance shall be on that basis) or (ii) by notifi cation of acceptance thereof by Albion;
(v) agree that any monies returnable to you may be retained by Albion pending clearance of your remittance and the completion of any verifi cation of identity required by the Money Laundering Regulations 2007 (the "Regulations) and that such monies will not bear interest;
(vi) subject as provided in paragraphs (iii), (iv) and (v) above, authorise Albion to send a share certifi cate or arrange for your CREST account to be credited in respect of the number of New Shares for which your application is accepted and/or to send a crossed cheque for any monies returnable, by post, at the risk of the person entitled thereto, to the address of the person named as the applicant in the Application Form or refunded to the investor's bank account as detailed on the Application form;
(vii) warrant that if you sign the Application Form on behalf of somebody else you have due authority to do so on behalf of that other person and such person will also be bound accordingly and will be deemed also to have given the confi rmations, warranties and undertakings contained herein and undertake to enclose your power of attorney or a copy thereof duly certifi ed by a solicitor with the Application Form;
(viii) agree that all applications, acceptances of applications and contracts resulting there from under the Off ers shall be governed by and construed in accordance with English law, and that you submit to the jurisdiction of the English Courts and agree that nothing shall limit the right of any Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
(ix) confi rm that in making such application you are not relying on any information or representation in relation to the Companies other than the information contained or referred to in the Off ers Document, the Investor Guide and this document and accordingly you agree that no person responsible solely or jointly for these documents or any part thereof or involved in the preparation thereof shall have any liability for any such other information or representation;
(x) authorise Albion, or any persons authorised by it, as your agent, to do all things necessary to eff ect registration of any New Shares subscribed by you into your name or into the name of any person in whose favour the entitlement to any such New Shares has been transferred and authorise any representative of Albion to execute any document required therefor ;
(xi) agree that, having had the opportunity to read this document, you shall be deemed to have had notice of all information and representations concerning the Companies contained therein;
(xii) confi rm that you have read the restrictions contained in paragraphs (e) and (f) below and warrant as provided therein;
(xiii) that you are not under the age of 18;
(xiv) agree that all documents and cheques sent by post to, by or on behalf of the Companies or Albion, will be sent at the risk of the person(s) entitled thereto;
(xv) agree that future dividend payments in respect of New Shares subscribed for will be paid direct into your bank or building society account ; and
(xvi) confi rm that you have received advice in relation to the Off ers from a fi nancial intermediary authorised by the Financial Services Authority.
(d) It is a term of the Off ers that, to ensure compliance with the Regulations, Albion may at its absolute discretion require verifi cation of identity from any person lodging an Application Form (the "Applicant") and, without prejudice to the generality of the foregoing, in particular any person who either (i) tenders payment by way of a Building Society cheque or bankers' draft drawn on an account in the name of a person or persons other than the Applicant, (ii) appears to be acting on behalf of some other person or (iii) who subscribes for in excess of the sterling equivalent of €15,000 (as provided under the Regulations). In these cases, verifi cation of the identity of the Applicant or of any person on whose behalf the Applicant appears to be acting, may be required. In addition, Albion may use the services of a credit reference agency which will record that an enquiry has been made.
If within a reasonable period of time following a request for verifi cation of identity and in any case by no later than 3.00 p.m. on the relevant date of allotment Albion has not received evidence satisfactory to it as aforesaid, Albion, at its absolute discretion, may reject any such application in which event the remittance submitted in respect of that application will be returned to the Applicant (without prejudice to the rights of the Companies to undertake proceedings to recover any loss suff ered by them as a result of the failure to produce satisfactory evidence of identity).
Where possible, applicants should make payment by their own cheque. If a bankers' draft or building society cheque is used, the Applicant should:
(i) write his/her name and address on the back of the draft or cheque and, in the case of an individual, record his/her date of birth against his/her name; and
(ii) ask the bank or building society (if relevant) to endorse on the reverse of the draft or cheque the full name and account number of the person whose account is being debited and stamp such endorsement.
The above information is provided by way of guidance to reduce the likelihood of diffi culties, delays and potential rejection of an Application Form (but without limit Albion has the right to require verifi cation of identity as indicated above).
The completion by an authorised fi nancial intermediary of the agent's box on the Application Form, confi rms that the requirements of the Regulations for the identifi cation and verifi cation of the applicant have been complied with by the intermediary.
(e) No person receiving a copy of this document or an Application Form in any territory other than the United Kingdom may treat the same as constituting an invitation or off er to him or her, nor should he or she in any event use such Application Form unless, in the relevant territory, such an invitation or off er could lawfully be made to him or her or such Application Form could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person outside the United Kingdom wishing to make an application hereunder to satisfy himself or herself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.
(f) The New Shares have not been and will not be registered under the United States Securities Act 1933 (as amended) and, subject to certain exceptions, the New Shares may not be off ered, sold, renounced, transferred or delivered, directly or indirectly, in the United States or to any person in the United States. Persons subscribing for New Shares shall be deemed, and (unless the Companies are satisfi ed that New Shares can be allotted without breach of United States securit ies laws) shall be required, to represent and warrant to the Companies that they are not a person in the United States and that they are not subscribing for New Shares for the account of any such person and will not off er, sell, renounce, transfer or deliver, directly or indirectly, such New Shares in the United States or to any such person. As used herein, "United States" means the United States of America (including each of the States and the District of Columbia), its territories or possessions or other areas subject to its jurisdiction. In addition, the Companies have not been and will not be registered under the United States Investment Company Act of 1940, as amended. Albion is not registered under the United States Investment Advisers Act of 1940, as amended.
(g) Applicants are encouraged to submit their Application Forms early in order to be confi dent that their applications will be successful. In the event that applications are received for an amount in excess of the maximum subscription under an Off er , the Directors reserve the right to exercise their discretion in the allocation of successful applications although the allocation will usually be on a fi rst come fi rst served basis. The right is also reserved to reject in whole or in part any application or any part thereof and to treat as valid any application not in all respects completed in accordance with the instructions relating to the Application Form.
(h) Save where the context otherwise requires, words and expressions defi ned in this document have the same meaning when used in the Application Form and any explanatory notes in relation thereto.
It is essential that you complete all parts of the Application Form in accordance with the following instructions. Authorised fi nancial intermediaries MUST read Sections 4 and 5 overleaf.
Insert your full name, address, date of birth and National Insurance Number in BLOCK CAPITALS and black ink. Please provide a daytime telephone number and email address in case of query. Your National Insurance number is required to ensure that you can obtain income tax relief.
If you are an existing shareholder in the Albion VCTs, the existing name, banking and dividend reinvestment (if any) details will be applied to your application. If you are a new shareholder, please complete the bank account details in order to receive dividends.
If you would like to reinvest dividends for capital growth, please tick the relevant box on the Application Form.
Please tick the relevant boxes if you would like to receive Company information electronically when off ered by the Companies and if you do not wish to be included on mailing lists.
Please use separate application forms as joint applications cannot be accepted.
Insert the amount of money which you wish to subscribe for the Off ers as a whole (to be split equally between each Company) as Option A; as an alternative, you may select in Option B, the amount you want to invest in each individual Company . Your application must be for a minimum total amount of £ 6,000, with a minimum of £1,000 in each Off er selected, and in multiples of £1,000 thereafter, subject to a maximum investment of £200,000. Please note that the allocation of subscriptions as detailed on
page 2 will be applied in the event that one or more Off er selected ha s closed.
Payments must be made by crossed cheque or bankers' draft in pounds sterling drawn on a branch in the United Kingdom of a bank or building society. Cheques should be made payable to "Albion VCTs Top Up Off ers". The account name should be the same as that shown on the application.
The Application Form may only be signed by someone other than the applicant named in Section 1 if duly authorised to do so. In such cases the original Power of Attorney (or other relevant legal document) or duly certifi ed copy thereof must be enclosed for inspection.
If you would like to pay by bank transfer, please contact the Helpline on the number shown at the bottom of the Application Form.
Intermediaries must complete (in BLOCK CAPITALS) Section 4 giving their full company name and address, a contact name, telephone number, email address and details of their authorisation under the FSMA. The right is reserved to reject any application and withhold any payment of commission if Albion is not, at its sole discretion, satisfi ed that the intermediary is authorised or is unable to identify the intermediaries on the basis of the information provided.
Please note: Commission payments will be made only in accordance with the details in Section 4 and 5.
When you complete Section 4 on the second page of the Application Form you are warranting that the applicant is known to you and that you have completed all the verifi cation procedures as required by the relevant rules and guidance of the FSA, the Joint Money Laundering Steering Group Guidance Notes and other anti-money laundering laws and regulations as may be considered appropriate.
You also confi rm that this information can be relied upon by Albion and will be made available to the Companies for inspection upon request.
In the event of delay or failure to produce such information, a Compan y may refuse to accept an application for an Off er.
Complete Section 5 to show the commission structure you wish to receive. If Section 5 is not completed or the election to reinvest commission on behalf of clients is unclear, and Section 4 has been validly completed, commission of 3 % will be paid by bank transfer.
Intermediaries must complete Section 4 and 5 in order to receive commission. Commission payments will only be issued in accordance with the details submitted on the Application Form. No other form of instruction will be accepted.
Completed Application Forms, together with the appropriate payment, should be returned to Albion Ventures LLP, 1 King's Arms Yard, London, EC2R 7AF by post or can be delivered during offi ce hours to the same address. A blue and white pre-printed reply paid envelope is enclosed with this document for your convenience.
The deadline for applications using this Application Form is 12 noon 19 December 2012.
Please call us at any time during offi ce hours concerning your application on 0808 178 1680
(calls to this number from a UK landline are usually free; calls from a mobile may be charged. Calls may be recorded) For legal reasons, the helpline will not be able to provide advice on the merits of the Off ers or give any personal tax, legal,
investment or fi nancial advice.
Please send all completed Application Forms (before 12 noon 19 December 2012) to: Albion Ventures LLP, 1 King's Arms Yard, London EC2R 7AF
Before completing this Application Form you should read the Terms and Conditions and Notes on completion of the Application Form.
APPLICATIONS WILL ONLY BE ACCEPTED WITH THE DETAILS OF THE AUTHORISED FINANCIAL INTERMEDIARY COMPLETED AND SIGNED OVERLEAF The First Closing is 12 noon on 19 December 2012 (unless fully subscribed before this date).
| SECTION 1 – PERSONAL DETAILS | |
|---|---|
| Title First name |
Surname |
| Address | |
| Postcode | |
| Date of Birth | National Insurance Number |
| Telephone (Day) | Telephone (Evening) |
| Income option Please complete the details below to have dividends paid directly into your bank account. Account name Sort code |
Capital growth dividend reinvestment scheme option Tick this box if you have read the dividend reinvestment scheme circular for each Company on the website www.albion-ventures.co.uk "Our Funds", and if you would like to have your dividends reinvested into new |
| Account Number Please tick here if you would like to receive formal shareholder communications electronically rather than as hard copy. |
shares, rather than received in cash. Shareholders' names will be added to a mailing list used to send investors details of new and existing products. We will not share your details with any third parties. Please tick the box if you do not want to receive such details. |
| SECTION 2 – APPLICATION & PAYMENT | |
| Company if option B is chosen. | I off er to subscribe for the following amount under the Terms and Conditions of the Application as set out in the this document dated 1 9 October 2012. The Application must be for a minimum of £6,000 across the Off ers or £1,000 per |
| EITHER A. I wish to subscribe a total of a total of £ |
to be split equally under the Off ers that are open at the |
| time that my Application Form is received by Albion Ventures. | |
| OR B. I wish to subscribe the following amounts in each Albion VCT under the terms of the Off ers |
|
| (1) Albion Venture Capital Trust PLC | £ minimum £1,000 |
| (2) Albion Development VCT PLC – Ordinary shares | £ minimum £1,000 |
| (3) Albion Technology & General VCT PLC | £ minimum £1,000 |
| (4) Albion Income & Growth VCT PLC | minimum £1,000 |
| £ | |
| (5) Crown Place VCT PLC | £ minimum £1,000 |
| (6) Albion Enterprise VCT PLC | £ minimum £1,000 |
| For option B, in the event that one or more of the Off ers chosen are closed at the time that the Application Form has been received by Albion Ventures, please chose one of the following in respect of the sums relating to the closed Off ers; |
|
| (1) Invest in the Off ers for which I subscribe that remain open, in the proportion chosen above; OR |
|
| (2) Invest equally in all Off ers that remain open; OR | |
| (3) Return the subscription for the closed Off ers ; OR | |
| (4) Return the subscription in full. | |
| I ENCLOSE A CHEQUE OR BANKERS' DRAFT DRAWN ON A UK CLEARING BANK, MADE PAYABLE TO "Albion VCTs Top Up Off ers" being either the total in A or the sum of B(1) to (6)). |
£ |
| CREST ID (if applicable): | |
| CONTINUED OVERLEAF |
HM REVENUE & CUSTOMS MAY INSPECT THIS FORM. IT IS A SERIOUS OFFENCE TO MAKE A FALSE DECLARATION.
| Signature | Date |
|---|---|
| Company | ||
|---|---|---|
| Title | First Name | Surname |
| Address | ||
| Postcode | ||
| Telephone | FSA number | |
| SECTION 5 – COMMISSION | ||
| In order to receive introductory commission please tick one box and then complete and sign the rest of this form; | ||
| OR | 3% introductory commission | Introductory commission to be waived % and reinvested for client (if any) |
| 2% introductory commission with trail commission of 0.4% pa for fi ve years |
Introductory commission to be waived % and reinvested for client (if any) |
|
| Please provide details below: | Introductory and trail commissions will be paid directly into the fi nancial intermediary's bank account. | |
| Account name | Bank name | |
| Sort code | Account number | |
| the accompanying Notes on completion of the Application Form | By completing this form, you are deemed to have given the warranty and undertaking set out in Note 4 of | |
| Signature of Intermediary | Date | |
| Please call us at any time during offi ce hours concerning your application on 0808 178 1680 (calls to this number from a UK landline are usually free; calls from a mobile may be charged. Calls may be recorded) |
||
| investment or fi nancial advice. | For legal reasons, the helpline will not be able to provide advice on the merits of the Off ers or give any personal tax, legal, | |
| Please send all completed Application Forms (before 12 noon 19 December 2012) to: |
8
Albion Ventures LLP, 1 King's Arms Yard, London EC2R 7AF
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