Pre-Annual General Meeting Information • Oct 21, 2014
Pre-Annual General Meeting Information
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If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your Shares in the Companies, please send this document and accompanying documents, as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser or other person through whom the sale or transfer was effected for delivery to the purchaser or transferee.
Your attention is drawn to the letter from the chairmen of the Companies set out on pages 3 to 6 which contains a recommendation to vote in favour of the Resolutions to be proposed at the General Meetings.
You will find set out at the end of this document a notice of the General Meetings to be held, in the case of BSC, on 3 December 2014 at 10.30 am and, in the case of BSC2, on 3 December 2014 at 10.45 am (or as soon thereafter as the BSC General Meeting has concluded or adjourned) to approve the Resolutions. The General Meetings will be held at 4 Cavendish Square, London, W1G 0PG.
To be valid, the forms of proxy accompanying this document for the meeting should be returned not less than 48 hours (excluding weekends and public holidays) before the start of the relevant General Meeting, either by post or by hand to Capita Asset Services, PXS, 34 Beckenham Road, Beckenham BR3 4TU.
| Page | |
|---|---|
| Part I: Letter from the Chairmen |
3 |
| Part II: Additional Information | 7 |
| Part III: Definitions | 13 |
| Part IV: Notice of General Meeting BSC | 14 |
| Form of Proxy for General Meeting BSC | 17 |
| Part IV: Notice of General Meeting BSC2 | 19 |
| Form of Proxy for General Meeting BSC2 | 23 |
5th Floor, Valiant Building T: 0113 244 1000 14 South Parade F: 0113 243 3060 Leeds LS1 5QS E: [email protected]
5th Floor, Valiant Building 14 South Parade Leeds LS1 5QS
20 October 2014
Dear Shareholder
The purpose of this document is to explain the recommended proposals listed above and to seek Shareholder approval for the required authorities.
The Companies are seeking to raise additional funds by way of Offers of up to £30 million in aggregate with an over allotment facility of up to £10 million in aggregate, to provide additional funds for investment.
The Investment Adviser reviews a large number of investment opportunities via its national network of offices and the Offers will enable the Companies to capitalise on these opportunities and further diversify their portfolios.
The Offers will enable new and existing Shareholders to invest in a mature and diversified portfolio of businesses that will be supplemented with new investments in line with the Companies' investment strategy. Recent joint investments by the Companies include:
Investors will have the option to invest in either of the Companies or a combination of the two and if no preference is stated, each investor's subscription will be allocated 60 per cent to BSC and 40 per cent to BSC2, broadly reflecting the relative sizes of each VCT.
The objectives of both Companies are to provide investors with an attractive long-term tax free dividend yield while maintaining the capital value of their investment and retaining their venture capital trust status. An increase in the size of each of the Companies will enable the fixed element of each of the Companies' running costs to be spread over a wider capital base.
The net proceeds of the Offers will be invested by the Companies in accordance with their stated investment policies. Prior to the investment of funds in suitable VCT qualifying investments, those funds will be invested in a portfolio of Government stocks or other similar fixed interest securities, including bank deposits.
The Offer Shares will be issued on a fully paid up basis in registered form and evidence of title will be through possession of a share certificate in the Shareholder's name. Alternatively, the Offer Shares may be held in an account through the CREST system. An application has been made to the UK Listing Authority and will be made to the London Stock Exchange for the Offer Shares to be admitted to the premium segment of the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities. It is expected that such admission will become effective and that dealings in the Offer Shares will commence within ten business days of their allotment. The Companies will apply for the Offer Shares to be admitted to CREST and it is expected that the Offer Shares will be so admitted, and accordingly enabled for settlement in CREST. It is anticipated that Offer Shares will be allotted and issued on 6 January, 2 February, 2 March, 30 March, 1 April (CREST Holders) and 4 April 2015 in respect of valid applications received in respect of the 2014/2015 Offers and 30 April 2015 for all valid applications received in respect of the 2015/2016 Offers. At the Directors' discretion, they may make earlier allotments should it be deemed appropriate or extend the closing date of the 2015/2016 Offers to a date not later than 19 October 2015. From the date of issue the Offer Shares will rank pari passu with the existing issue Shares. Full details of the Offers are contained in the Securities Note and Application Form, Summary and Registration Document available on the Companies' website bscfunds.com.
The Companies and the Directors entered into an agreement dated 20 October 2014 with the Investment Adviser and Howard Kennedy under which the Investment Adviser has undertaken, as agent of the Companies, to use its reasonable endeavours to procure subscribers under the Offers and Howard Kennedy has agreed to act as sponsor to the Offers. Pursuant to the Offer Agreement, for applications through execution only brokers, the Companies will pay the Investment Adviser a fee of 5.0 per cent of the relevant gross funds raised and for applications through Financial Advisers or for direct applications the Companies will pay the Investment Adviser a fee of 3.0 per cent of the relevant gross funds raised (together the "Promoter's Fee"). As is usual in contracts of this type, the Investment Adviser has agreed to indemnify the Companies against the costs of the Offers (excluding trail commission) exceeding the Offer Costs Percentage. The Investment Adviser will be responsible for all costs and expenses arising from the Offers, excluding trail commission.
The Promoter's Fee is a "related party transaction" under the Listing Rules, the Investment Adviser being a related party. The Listing Rules require that certain related party transactions must have shareholder approval, depending on the economic benefit that the related party is to receive and, for the purpose of calculating the benefit that the Investment Adviser is to receive as a result of the Promoter's Fee, require that the Promoter's Fee is aggregated with the promoter's fee that the Investment Adviser could have received under the offers for subscription that were launched by the Companies on 14 January 2014. As a result the Offer Agreement, under which the Promoter's Fee is payable, must be approved by the Shareholders, other than the Investment Adviser and its associates.
| Offers open | |
|---|---|
| Offers open | 20 October 2014 |
| First allotment* | 6 January 2015 |
| Second allotment* | 2 February 2015 |
| Third allotment* | 2 March 2015 |
| Fourth allotment* | 30 March 2015 |
| Fifth allotment (CREST holders)* | 1 April 2015 |
| Fifth allotment (Non-CREST holders)* | 4 April 2015 |
| Final allotment | 30 April 2015 |
| Dealings commence | 10 business days following allotment |
| Share and Tax certificates issued | within 10 business days of allotment |
| Offers close** | |
| 2014/2015 Offers | 11.00 am on 4 April 2015 |
| 2015/2016 Offers | 11.00 am on 30 April 2015*** |
* At the Directors' discretion, they may make earlier allotments should it be deemed appropriate.
** In the event that the maximum subscription is reached before either closing date, the Offers may be individually or jointly closed early.
*** The Directors reserve the right to extend the closing date of the 2015/2016 Offers (to a date not later than 19 October 2015).
The Directors reserve the right to increase the size of the Offers at their discretion to £40 million, in aggregate.
Shareholder approval is required under the Companies Act 2006 and the Listing Rules in respect of the Resolutions. The issue of Offer Shares by BSC under the Offers is conditional upon the passing of Resolution 1 at the BSC General Meeting. The issue of Offer Shares by BSC2 under the Offers is conditional upon the passing of Resolutions 1, 2, 4, 5 and 7 at the BSC2 General Meeting.
Resolution 1 to be proposed at the BSC2 General Meeting will, if passed, increase the authorised share capital of BSC2 from £7,500,000 to £16,500,000 by the creation of 90,000,000 Ordinary Shares of 10p each in the capital of BSC2, having attached thereto the rights and privileges and being subject to the limitations and restrictions set out in the articles of association of BSC2.
Resolution 2 to be proposed at the BSC2 General Meeting will, if passed, give the BSC2 Board authority to allot Shares in connection with the Offers up to an aggregate nominal amount of £3,000,000, a rights issue and an additional 10 per cent of the issued share capital of BSC2 immediately following the final closing of the Offers.
This authority will expire on the later of (i) BSC2's next annual general meeting and (ii) 15 months from the passing of the Resolution.
Resolution 3 to be proposed at the BSC2 General Meeting will, if passed, give the BSC2 Board authority to allot Shares in connection with BSC2's dividend re-investment scheme up to an aggregate nominal amount of £876,763, representing approximately 14 per cent of the share capital in issue as at 20 October 2014 (excluding treasury shares) during the period commencing on the passing of this Resolution and expiring on the fifth anniversary of this Resolution.
Resolution 4 to be proposed at the BSC2 General Meeting and Resolution 1 to be proposed at the BSC General Meeting will, if passed, approve the Offer Agreement, details of which are set out on page 4. The Promoter's Fee, as defined on page 4, is a "related party transaction" under the Listing Rules. The Listing Rules require that the Offer Agreement, under which the Promoter's Fee is payable, must be approved by the Shareholders, other than the Investment Adviser and its associates. The Boards, having been so advised by Howard Kennedy, as sponsor to the Companies, believes that the Offer Agreement is fair and reasonable as far as the Shareholders are concerned. The Investment Adviser will not vote on these Resolutions and has undertaken to take all reasonable efforts to ensure that its associates will not vote on these Resolutions. All other Shareholders will be entitled to vote.
Resolution 5 to be proposed at the BSC2 General Meeting will, if passed, give the BSC2 Board authority to allot the Shares referred to in Resolution 2 to be proposed at the BSC2 General Meeting whilst disapplying the statutory pre-emption rights. This authority will expire on the later of (i) BSC2's next annual general meeting or (ii) 15 months from the passing of this Resolution.
Resolution 6 to be proposed at the BSC2 General Meeting will, if passed, give the BSC2 Board authority to allot the Shares referred to in Resolution 3 to be proposed at the BSC2 General Meeting whilst disapplying the statutory pre-emption rights. This authority will expire on the fifth anniversary of this Resolution.
Resolution 7 to be proposed at the BSC2 General Meeting will, if passed, amend article 195 of BSC2's articles of association which refers to the duration of BSC2. This article provides that at the annual general meeting of BSC2 held in 2020 and, if BSC2 has not then been wound-up or reconstructed or re-organised, at each fifth annual general meeting thereafter, the BSC2 Directors shall procure that an ordinary resolution will be proposed to the effect that BSC2 shall continue in being a venture capital trust.
In view of the five year VCT qualifying period for tax relief that will relate to the further Shares that will be issued under the Offers, Resolution 7 proposes that article 195 of BSC2's articles of association is amended so that "in 2020" is replaced with "held after the later of i) 31 December 2020 and ii) the fifth anniversary of the last allotment of shares (from time to time) in the Company".
The articles of association of BSC2 will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document until the BSC2 General Meeting at the registered office of BSC2. They will also be available at the BSC2 General Meeting for at least 15 minutes before and during the BSC2 General Meeting.
Resolution 8 to be proposed at the BSC2 General Meeting will, if passed, approve, subject to the sanction of the High Court, the cancellation of the amount standing to the credit of the share premium account of BSC2 at the date that the court order granting the cancellation is made. The BSC2 Directors consider it appropriate to obtain the approval of Shareholders at the BSC2 General Meeting to cancel the share premium account (subject to the sanction of the High Court) to create further distributable reserves to fund distributions to Shareholders and Share buy-backs, to set off or write off losses and for other corporate purposes of BSC2. Application to court will be made if and when the BSC2 Board feels this is appropriate. This authority is being taken now to provide flexibility to the BSC2 Board in the future without a further general meeting of BSC2 having to be convened.
Shareholders will find a form of proxy at the rear 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 form of proxy so as to be received not less than 48 hours before the time appointed for holding the General Meetings. Completion and return of the form of proxy will not prevent a Shareholder from attending and voting in person at the General Meetings should a Shareholder wish to do so.
The BSC Board considers that Resolution 1 to be proposed at the BSC General Meeting is in the best interests of the BSC Shareholders as a whole and unanimously recommends the BSC Shareholders to vote in favour of Resolution 1 to be proposed at the BSC General Meeting. The BSC2 Board considers that Resolutions 1 to 8 to be proposed at the BSC2 General Meeting are in the best interests of the BSC2 Shareholders as a whole and unanimously recommends the BSC2 Shareholders to vote in favour of Resolutions 1 to 8 to be proposed at the BSC2 General Meeting. The BSC Directors intend voting in favour of Resolution 1 to be proposed at the BSC General Meeting in respect of their own beneficial shareholdings in BSC which, at the date of this Circular, total 97,210 Shares (representing approximately 0.15 per cent of BSC's issued Shares) and the BSC2 Directors intend voting in favour of Resolutions 1 to 8 be proposed at the BSC2 General Meeting in respect of their own beneficial shareholdings in BSC2 which, at the date of this Circular, total 211,620 Shares (representing approximately 0.34 per cent of BSC2's issued Shares).
Yours sincerely
Helen Sinclair Chairman British Smaller Companies VCT plc
Richard Last Chairman British Smaller Companies VCT2 plc
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.
Helen Sinclair (Chairman) Philip Cammerman Edward Buchan
Richard Last (Chairman) Robert Pettigrew Peter Waller
The registered office of the Companies is 5th Floor, Valiant Building, 14 South Parade, Leeds, LS1 5QS.
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 of which they are a Director as at 20 October 2014 (being the latest practicable date before publication of this Circular) were:
| Ordinary Shares | |
|---|---|
| 17,004 | |
| 67,975 | |
| 12,231 | |
| Director | Ordinary Shares |
|---|---|
| Richard Last | 126,882 |
| Robert Pettigrew | 58,759 |
| Peter Waller | 25,979 |
3.2 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 Company of which they are Director as at the close of the Offers (assuming that the price per Offer Share for BSC is 101.75p and for BSC2 is 63.25p and that the Directors are issued Loyalty Bonus Shares of 1.0 per cent) will be:
| BSC | BSC2 | ||
|---|---|---|---|
| Director | Ordinary Shares | Director | Ordinary Shares |
| Helen Sinclair | 22,959 | Richard Last | 134,866 |
| Philip Cammerman | 73,930 | Robert Pettigrew | 68,340 |
| Edward Buchan | 18,186 | Peter Waller | 30,769 |
3.3 Save as disclosed above, no Director nor (so far as is known to the relevant Director) any person connected with a Director, has any interest in the share capital of the Company of which they are a Director.
As at 20 October 2014 (being the latest practicable date prior to the publication of this Circular) the BSC Directors were not aware of any holdings of 3 per cent or more of BSC's issued share capital or of any person who, directly or indirectly, jointly or severally, exercises control over BSC and the BSC2 Directors were not aware of any holdings of 3 per cent or more of BSC2's issued share capital or of any person who, directly or indirectly, jointly or severally, exercises control over BSC2.
5.1.4 An offer agreement dated 16 November 2012 ("the 2012 Offer Agreement") between the Companies (1), the Directors (2) and YFM Private Equity (3) under which, as is usual in contracts of this type, YFM Private Equity agreed to indemnify the Companies against the costs of the offers launched by the Companies on 16 November 2012 (the "2012 Offers") exceeding the Offer Costs Percentage, as defined in the prospectus relating to the 2012 Offers ("2012 Prospectus"), and received a percentage of the value of the gross proceeds received from each applicant by the Companies under the 2012 Offers that is equal to the Offer Costs Percentage in respect of that applicant's subscription, less the initial commission paid by the Companies to recognised intermediaries in respect of accepted applications as set out in the 2012 Prospectus. Under the 2012 Offer Agreement YFM Private Equity, the Companies and the Directors gave certain warranties which were subject to certain limitations. The warranties were in the usual form for a contract of this type.
5.1.5 By an administration and investment advisory agreement dated 28 February 1996 between BSC and YFM Private Equity (the "IAA"), as varied by agreements dated 16 November 2012 and 17 October 2014, YFM Private Equity agreed to provide administrative, company secretarial and investment advisory services to BSC in relation to BSC's qualifying portfolio. The IAA took effect on 4 April 1996 for an initial period of three years and thereafter is terminable by either party on not less than 12 months' notice or, inter alia, on the others' breach or insolvency.
Under the IAA, YFM Private Equity is entitled to receive an annual investment advisory fee of 2.0 per cent of the Net Assets of BSC (as determined on 31 March and 30 September each year), payable quarterly in advance on 1 January, 1 April, 1 July and 1 October in each year together with an annual secretarial fee of £35,000 (subject to annual adjustment and currently £59,133). The Investment Adviser is also entitled to all arrangement, syndication and monitoring fees payable in respect of unquoted investments. BSC indemnifies the Investment Adviser against all things lawfully and properly done under the IAA. The total remuneration payable to YFM Private Equity in the period to 31 March 2014 was £944,000. Pursuant to the deed of variation dated 16 November 2012, and varied on 17 October 2014, the Investment Adviser shall bear the annual operating costs of BSC to the extent that those costs exceed 2.9 per cent of the net asset value of BSC, a reduction from the previous level of 3.25 per cent.
When BSC makes investments into its unquoted portfolio the Investment Adviser charges that investee an arrangement fee, calculated by applying a percentage to the investment amount. With effect from 1 October 2013 if the average of relevant fees exceed 3.0 per cent of the total invested into new portfolio companies and 2.0 per cent into follow-on investments over BSC's financial year this excess will be rebated to BSC. As at 31 March 2014, BSC was due a rebate from the Investment Adviser of £29,800. Monitoring and directors fees the Investment Adviser receives from investee companies are limited to a maximum of £40,000 (excluding VAT) per annum per company.
5.1.6 An incentive agreement (the "Incentive Agreement") dated 7 July 2009, as varied by a deed of variation dated 15 August 2014 and a deed of variation dated 13 October 2014, between BSC and the Investment Adviser under which, with effect from 1 April 2009 ("Effective Date") the Investment Adviser is entitled to receive a fee, calculated by reference to each accounting period of BSC, equal to 20 per cent of the amount by which dividends paid to Shareholders exceed 4 pence per Share per accounting period (as increased or decreased, as applicable, in each accounting period by the percentage increase or decrease (if any) in the retail prices index in the previous accounting period) ("Target Rate"), once cumulative dividends per Share of 10 pence or more have been paid to Shareholders. The Target Rate is further adjusted by reference to any cumulative shortfall in dividends paid per Share from any previous accounting period after the Effective Date. The Target Rate at 31 March 2014 was 4.7 pence, and the calculation was verified by independent auditors. The payment is also conditional upon the Net Asset Value per Share in the relevant accounting period being not less than 94.0 pence per Share, as adjusted for the impact of share issues and buy-backs. The adjusted Net Asset Value per Share at 31 March 2014 was 92.8 pence per Ordinary Share. With effect from 1 April 2014 the amount of the incentive payment paid to the Investment Adviser for any one year shall, when taken with all other relevant costs, ensure that the Total Expenses Ratio is no greater than 5 per cent of the net asset value at the end of the financial year (as adjusted for all realised gains that have been distributed during that year). Any unpaid incentive payment will be carried over to subsequent financial years and be included in the calculation of the Total Expenses Ratio. A compensatory payment is due if the Incentive Agreement is terminated without cause or if BSC is taken over. The compensatory payment is calculated as a percentage of the fee that would otherwise be payable under the Incentive Agreement by reference to the accounting period following the Incentive Agreement being so terminated; 80 per cent is payable in the first accounting period after such event, 55 per cent in the second, 35 per cent in the third, and nil thereafter. The maximum fee payable in any 12 month period cannot exceed an amount which would represent 25 per cent or more of the net asset value or market capitalisation of BSC at such time. The total incentive payment to YFM Private Equity in respect of the year to 31 March 2014 was £220,531 (in respect of the year to 31 March 2013: £38,678 and in respect of the year to 31 March 2012: £1,415,058).
Pursuant to a deed of variation dated 15 August 2014 the Incentive Agreement was varied so that the recipient was changed from the YFM Private Equity Limited Carried Interest Trust to YFM Private Equity.
Mr Cammerman, as a former employee of YFM Private Equity, is one of the beneficiaries of that Trust, and received £55.70 in August 2014 (£14.82 in August 2013).
5.1.9 YFM Private Equity provides investment management, administrative and secretarial duties for the Company under an agreement dated 28 November 2000, superseded by an agreement dated 31 October 2005 and as varied by agreements dated 8 December 2010, 26 October 2011, 16 November 2012 and 17 October 2014. This agreement may be terminated by not less than twelve months' notice given by either party at any time.
The Investment Adviser is responsible for the sourcing and screening of initial enquiries, carrying out suitable due diligence investigations and making submissions to the Boards regarding potential investments. Once approved, further due diligence is carried out as necessary and HM Revenue & Customs clearance is obtained for approval as a qualifying VCT investment.
Each Board reserves the right of the taking of all investment and divestment decisions save in the making of certain investments up to £250,000 in companies whose shares are to be traded on AIM and where the decision is required urgently, in which case the chairman of the relevant investment committee, if appropriate, may act in consultation with the Investment Adviser.
The Board of each VCT regularly monitors the performance of the portfolio and the investment targets set by the relevant VCT legislation. Reports are received from the Investment Adviser as to the trading and financial position of each investee company and members of the investment management team regularly attend the VCTs' Board meetings. Monitoring reports are also received at each VCT's Board meeting on compliance with VCT investment targets so that the Boards can monitor that the venture capital trust status of their VCT is maintained and take corrective action where appropriate.
YFM Private Equity receives an investment advisory fee, payable quarterly in advance, at the rate of 2.5 per cent of net assets, calculated at half-yearly intervals as at 30 June and 31 December. Pursuant to a deed of variation dated 26 October 2011 the investment advisory fee will be reduced to 1.25 per cent per annum in respect of any net asset value of the Company in excess of £16 million and up to £26.667 million and to 2.0 per cent in respect of any net asset value of the Company in excess of £26.667 million. Pursuant to the deed of variation dated 16 November 2012, and varied on 17 October 2014, YFM Private Equity shall bear the annual operating costs of the Company (including the investment advisory fee set out above but excluding any payment of the performance incentive fee details of which are set out at paragraph 5.1.10 below and excluding VAT and trail commissions) to the extent that those costs exceed 2.9 per cent of the net asset value of the Company, a reduction from the previous level of 3.25 per cent. Under the Investment Management Agreement dated 28 November 2000 YFM Private Equity also provides administrative and secretarial services to the Company for a fee of £46,000 per annum plus annual adjustments to reflect movements in the Retail Prices Index (currently £60,054). When BSC2 makes investments into its unquoted portfolio the Investment Adviser charges that investee an arrangement fee, calculated by applying a percentage to the investment amount. With effect from 1 October 2013 if the average of relevant fees exceed 3.0 per cent of the total invested into new portfolio companies and 2.0 per cent into follow-on investments over BSC2's financial year this excess will be rebated to BSC2. As at 31 December 2013, BSC2 was due a rebate from the Investment Adviser of £11,500. Monitoring and directors fees the Investment Adviser receives from investee companies are limited to a maximum of £40,000 (excluding VAT) per annum per company. The total remuneration payable to YFM Private Equity in the period to 31 December 2013 was £620,000.
5.1.10 Under the Subscription Rights Agreement dated 23 November 2001 between the Company (1), YFM Private Equity (2) and Chord Capital Limited (formerly Generics Asset Management Limited) ("Chord") (3), as amended by an agreement between those parties dated 31 October 2005, YFM Private Equity and Chord have a performance-related incentive, structured so as to entitle them to an amount (satisfied by the issue by BSC2 of Ordinary Shares) equivalent to 20 per cent of the amount by which the cumulative cash dividends paid as at the last business day in December in any year plus the average of the middle market quotation per Ordinary Share exceeds 120.0 pence per Ordinary Share on that same day multiplied by the number of Ordinary Shares in issue and the Shares under option (if any). The subscription rights are exercisable in the ratio 59:41 between YFM Private Equity and Chord. No Shares have been issued under this agreement. By a Deed of Assignment dated 19 December 2003 (together with a supplemental agreement dated 5 October 2005), the benefit of the YFM Private Equity subscription right was assigned to YFM Private Equity Limited Carried Interest Trust (the "Trust"), an employee benefit trust formed for the benefit of certain employees of YFM Private Equity and associated companies. Mr Cammerman, as a former employee of YFM Private Equity, is one of the beneficiaries of that Trust.
Pursuant to a deed of variation dated 16 November 2012 between the Company (1), the trustees of the Trust (2) and Chord (3), the Subscription Rights Agreement was varied so that the subscription rights will be exercisable in the ratio of 95:5 between the trustees of the Trust and Chord.
Pursuant to a deed of variation dated 5 August 2014 the Subscription Rights Agreement was varied so that the recipient was changed from the Trust to YFM Private Equity.
Following the issue of this document, arrangements will be put in place in order that the benefit of the subscription rights are extended to include all of the Company's issued Shares.
None of the Directors has a service contract with the Company of which they are a Director and the services of the Directors are provided to the Companies pursuant to letters of appointment, under which they are required to devote such time to the affairs of the relevant Company as the relevant Board reasonably requires consistent with their role as a non-executive director.
The Directors are each currently entitled to receive the following annual fees:
| BSC | BSC2 | ||
|---|---|---|---|
| Director | £ | Director | |
| Helen Sinclair | 40,000 | Richard Last | 31,500 |
| Philip Cammerman | 25,000 | Robert Pettigrew | 18,000 |
| Edward Buchan | 25,000 | Peter Waller | 18,000 |
| 90,000 | 67,500 |
Since 31 March 2014 (being the end of the last financial period of BSC for which audited financial information has been published), there has been no significant change in the financial or trading position of BSC.
Since 30 June 2014 (being the end of the last financial period of BSC2 for which unaudited interim financial information has been published), there has been no significant change in the financial or trading position of BSC2.
Copies of the following documents will be available for inspection from the date of this Circular until the conclusion of the General Meetings during normal business hours and on any weekday (Saturdays and public holidays excepted) at the registered office of the Companies at 5th Floor, Valiant Building, 14 South Parade, Leeds, LS1 5QS:
20 October 2014
| "2014/2015 Offers" | the offers for subscription of Ordinary Shares to a value not exceeding £40 million, in respect of the tax year 2014/2015, details of which are set out in this document; |
|---|---|
| "2015/2016 Offers" | the offers for subscription of Ordinary Shares to a value not exceeding £40 million, in respect of the tax year 2015/2016, details of which are set out in this document; |
| "Board" or "Directors" | the board of directors of the relevant Company; |
| "BSC" | British Smaller Companies VCT plc, registered with the Registrar of Companies of England and Wales with registered number 03134749 and whose registered office is 5th Floor, Valiant Building, 14 South Parade, Leeds, LS1 5QS; |
| "BSC2" | British Smaller Companies VCT2 plc, registered with the Registrar of Companies of England and Wales with registered number 04084003, and whose registered office is 5th Floor, Valiant Building, 14 South Parade, Leeds, LS1 5QS; |
| "BSC General Meeting" | the general meeting of BSC to be held on 3 December 2014 (or any adjournment thereof); |
| "BSC2 General Meeting" | the general meeting of BSC2 to be held on 3 December 2014 (or any adjournment thereof); |
| the "Circular" | this document; |
| the "Companies" | BSC and BSC2 (and each a "Company"); |
| the "Prospectus" | the prospectus dated the date of this Circular relating to the Offers; |
| "Financial Adviser(s)" | an authorised intermediary offering investment advice to his client; |
| "Investment Adviser" or "YFM Private Equity" |
YFM Private Equity Limited, registered number 02174994 and whose registered office is 5th Floor, Valiant Building, 14 South Parade, Leeds, LS1 5QS; |
| "General Meetings" | the BSC General Meeting and the BSC2 General Meeting (and each a "General Meeting"); |
| "Howard Kennedy" | Howard Kennedy Corporate Services LLP, registered number OC354088; |
| "Loyalty Bonus Shares" | the additional Shares to be issued to investors under the Offers who are existing Shareholders in VCTs managed by the Investment Adviser; |
| "Offer Costs Percentage" | (i) 5.0 per cent of gross funds raised by the Companies in respect of applications received through execution only brokers and (ii) 3.0 per cent of gross funds raised by the Companies in respect of applications received through Financial Advisers or for direct applications; |
| "Offers" | the 2014/2015 Offers and the 2015/2016 Offers; |
| "Offer Shares" | Shares to be issued under the Offers; |
| "Resolutions" | the resolutions to be proposed at the General Meetings; |
| "Shareholders" | holders of Shares; |
| "Shares" or "Ordinary Shares" | ordinary shares of 10 pence each in the capital of the Companies; |
| "VCT" | a venture capital trust as defined in section 272 Income Taxes Act 2007. |
NOTICE IS HEREBY GIVEN that a General Meeting of British Smaller Companies VCT plc (the "Company") will be held at 4 Cavendish Square, London W1G 0PG at 10.30 am on 3 December 2014 to consider and, if thought fit, pass the following Resolution which will be proposed as an ordinary Resolution:
(1) THAT the offer agreement dated 20 October 2014 between the Company and British Smaller Companies VCT2 plc (the "Companies") (1), the directors of the Companies (2), YFM Private Equity Limited (3) and Howard Kennedy Corporate Services LLP (4), details of which are set out on page 4 of the circular issued to the Company's shareholders dated 20 October 2014, be approved.
KHM Secretarial Services Limited
Secretary
5th Floor Valiant Building 14 South Parade Leeds LS1 5QS
Information regarding the General Meeting, including the information required by section 311A of the Act, is available from www.yfmep.com.
20 October 2014
You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the General Meeting;
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights;
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) not less than 48 hours (excluding weekends and public holidays) before the time of the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
(Registered in England and Wales with registered number 03134749)
to be held on 3 December 2014 at 4 Cavendish Square, London W1G 0PG at 10.30 am.
| I/We* |
|---|
| ------- |
(in BLOCK CAPITALS please)
of
being a member of the above named Company, hereby appoint the Chairman of the General Meeting (see note 2)
| or | |
|---|---|
| of |
as my/our* proxy to vote for me/us* on my/our* behalf at the General Meeting of the Company to be held as detailed above or at any adjournment thereof.
Number of Ordinary Shares proxy is appointed over
Please tick here if you are appointing more than one proxy
I/We* desire to vote on the Resolutions as indicated in the appropriate column below. Please indicate with an "X" how you wish your vote to be cast.
Details of the Resolution are set out in the Notice of General Meeting.
| FOR | AGAINST | WITHHELD | |
|---|---|---|---|
| ORDINARY RESOLUTION 1. To approve the Offer Agreement |
| Dated this | day of | 2014 |
|---|---|---|
| Signature(s) |
Notes:
* Delete as appropriate
NOTICE IS HEREBY GIVEN that a General Meeting of British Smaller Companies VCT2 plc (the "Company") will be held at 4 Cavendish Square, London W1G 0PG at 10.45 am (or as soon thereafter as the BSC General Meeting has concluded or adjourned) on 3 December 2014 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 8:
during the period commencing on the passing of this Resolution and expiring on the later of 15 months from the passing of this Resolution or the next annual general meeting of the Company (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, or rights to subscribe for or to convert any security into Shares to be granted, after such expiry and that all previous authorities given to the Directors be and they are hereby revoked, provided that such revocation shall not have retrospective effect.
(5) THAT the Directors be and are hereby empowered in accordance with Section 570(1) of the Act during the period commencing on the passing of this Resolution and expiring at the conclusion of the Company's next annual general meeting, or on the expiry of 15 months following the passing of the Resolution, whichever is the later, (unless previously revoked, varied or extended by the Company in general meeting), to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the general authority conferred upon the Directors in Resolution (1) above as if Section 561 of the Act did not apply to any such allotment provided that this power is limited to the allotment of equity securities in connection with:
but so that this authority shall allow the Company to make offers or agreements before the expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the powers conferred hereby had not so expired. This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of Section 560(2) of the Act as if in the first paragraph of this Resolution the words "pursuant to the general authority conferred upon the Directors in Resolution (2) above" were omitted.
KHM Secretarial Services Limited
Secretary
5th Floor Valiant Building 14 South Parade Leeds LS1 5QS
Information regarding the General Meeting, including the information required by section 311A of the Act, is available from www.yfmep.com.
20 October 2014
(g) As at 20 October 2014, the Company's issued share capital comprised 62,625,980 Ordinary Shares with a further 1,840,918 Ordinary Shares held in treasury. The total number of voting rights in the Company as at 20 October 2014 is 62,625,980. The website referred to above will include information on the number of Ordinary Shares and voting rights.
(h) If you are a person who has been nominated under Section 146 of the Companies Act 2006 to enjoy information rights ("Nominated Person"):
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) not less than 48 hours (excluding weekends and public holidays) before the time of the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
(Registered in England and Wales with registered number 04084003)
(in BLOCK CAPITALS please)
being a member of the above named Company, hereby appoint the Chairman of the General Meeting (see note 2)
as my/our* proxy to vote for me/us* on my/our* behalf at the General Meeting of the Company to be held as detailed above or at any adjournment thereof.
Number of Ordinary Shares proxy is appointed over
Please tick here if you are appointing more than one proxy
I/We* desire to vote on the Resolutions as indicated in the appropriate column below. Please indicate with an "X" how you wish your vote to be cast.
Details of the Resolution are set out in the Notice of the General Meeting.
| FOR | AGAINST | WITHHELD | |
|---|---|---|---|
| ORDINARY RESOLUTIONS | |||
| 1. To increase the authorised share capital of the Company |
|||
| 2. To authorise the Directors to allot Ordinary Shares pursuant to Section 551 of the Companies Act 2006 in connection with the Offers, rights issue and generally |
|||
| 3. To authorise the Directors to allot Ordinary Shares pursuant to Section 551 of the Companies Act 2006 in connection with the dividend re-investment scheme |
|||
| 4. To approve the Offer Agreement |
|||
| SPECIAL RESOLUTIONS | |||
| 5. To disapply Section 561(1) of the Companies Act 2006 in respect of the allotment of Ordinary Shares pursuant to the Offers, rights issue and generally |
|||
| 6. To disapply Section 561(1) of the Companies Act 2006 in respect of the allotment of Ordinary Shares pursuant to the dividend re-investment scheme |
|||
| 7. To amend article 195 of the Company's articles of association with respect to the Company's status as a VCT |
|||
| 8. To cancel, subject to the sanction of the High Court, the share premium account |
Dated this day of 2014
Signature(s)
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