Prospectus • Dec 1, 2015
Prospectus
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Of Ordinary Shares of 1p each in Hargreave Hale AIM VCT 1 plc to raise up to £15,000,000
and
Of Ordinary Shares of 1p each in Hargreave Hale AIM VCT 2 plc to raise up to £10,000,000
Tax Years: 2015/2016 2016/2017
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, as amended ("FSMA").
If you have sold or otherwise transferred all of your shares in Hargreave Hale AIM VCT 1 plc or Hargreave Hale AIM VCT 2 plc (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 though whom the sale or transfer was effected for delivery to the purchaser or transferee.
This document constitutes a securities note (the "Securities Note") relating to the Companies. Additional information relating to the Companies is contained in a registration document issued by the Companies (the "Registration Document"). This Securities Note, the Registration Document and a Summary ("Summary") have been prepared in accordance with the Prospectus Rules made by the Financial Conduct Authority pursuant to Part VI of FSMA, and constitute a prospectus issued by the Companies and dated 1 December 2015 ("Prospectus"). The Prospectus has been approved by and filed with the Financial Conduct Authority and you are advised to read the Prospectus in full.
Each of the directors of each Company, whose names are set out on page 31 of this document and the Companies, accept responsibility for the information contained in the Prospectus. To the best of the knowledge of the Directors and the Companies (who have taken all reasonable care to ensure that such is the case) the information contained in the Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information.
Howard Kennedy Corporate Services LLP (the "Sponsor"), which is authorised and regulated by the Financial Conduct Authority, is acting as sponsor for the Companies in connection with the Offers and is not advising any other person or treating any other person as a customer in relation to the Offers and will not be responsible to any such person for providing the protections afforded to customers of the Sponsor (subject to the responsibilities and liabilities imposed by FSMA and the regulatory regime established there under) or for providing advice in connection with the Offers. The Sponsor does not give any representation, warranty or guarantee express or implied as to the content of this document or that the Companies will qualify as Venture Capital Trusts or that investors will obtain any tax relief in respect of their investment.
The whole of this document should be read. In particular, your attention is drawn to the risk factors on pages 4 to 5 of this document.
(Incorporated in England and Wales under the Companies Act 1985 with registered number 05206425)
(Incorporated in England and Wales under the Companies Act 1985 with registered number 05941261)
of Ordinary Shares of 1 pence each in Hargreave Hale AIM VCT 1 to raise up to £15,000,000* and
Ordinary Shares of 1 pence each in Hargreave Hale AIM VCT 2 to raise up to £10,000,000*
* If the Offers are oversubscribed, the maximum subscription may be increased at the discretion of the Board in accordance with the Over-allotment Facility.
The existing Shares issued by each Company are listed on the premium segment of the Official List of the UK Listing Authority (UKLA) and traded on the London Stock Exchange's main market for listed securities. Application has also been made to the UKLA and the London Stock Exchange for the New Ordinary Shares to be issued pursuant to the Offers to be admitted to the premium segment of the Official List of the UKLA and to trading on the London Stock Exchange's market for listed securities. It is expected that such admission will become effective and that dealings in the New Ordinary Shares will commence within 10 business days of their allotment. The New Ordinary Shares will rank pari passu with the existing issued Shares from the date of issue.
The subscription list for those Ordinary Shares which are being offered to the public under the Offers will open on 1 December 2015 and may be closed at any time thereafter but, in any event, not later than 12.00 p.m. on 5 April 2016 for the 2015/16 tax year and 12.00 p.m. on 16 November 2016 for the 2016/17 tax year, unless closed prior to that date. All subscription monies will be payable in full in cash on application.
The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. Accordingly, no person receiving a copy of this document in any territory other than the UK may treat the same as constituting an offer or invitation to him to subscribe for or purchase New Ordinary Shares unless, in such territory, such offer or invitation could lawfully be made.
| 1 | Risk Factors | 4 |
|---|---|---|
| 2 | Introduction | 7 |
| 3 | Terms of the Offer | 9 |
| 4 | Letter from the Chairmen | 11 |
| 5 | What is a VCT? | 13 |
| 6 | Policies and Strategy | 17 |
| 7 | Dividends | 21 |
| 8 | Investor Returns | 23 |
| 9 | Investment Portfolios | 25 |
| 10 | Hargreave Hale Fund Management Team | 29 |
| 11 | Directors | 30 |
| 12 | Additional Information Definitions Terms and Conditions of the Offers Guide to the Application Form Terms and Conditions of the Adviser Charge Agreement Application Form Directors, Investment Manager and Advisers |
33 44 48 53 58 61 67 |
1
Although the significant tax benefits available to Investors in Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 reduce the risk of the investment, prospective Investors should consider carefully the following risk factors. If any of the risks described below were to occur, it could have a material effect on each of the Companies' businesses, financial condition or results of operations. The risks described below are those specific to the Companies and all the material risks in respect of the New Ordinary Shares. The value of the New Ordinary Shares could decline due to any of the risk factors described below and prospective investors could lose part or all of their investment. This document does not constitute financial advice and prospective investors are recommended to consult an independent financial adviser authorised under the FSMA before deciding whether to apply for New Ordinary Shares under the terms of the Offers.
of the loss of tax benefits than under the previous rules.
is only available to those subscribing for newly issued shares. The Ordinary Shares usually trade at a discount to the Net Asset Value of the Companies. The Directors intend, subject to liquidity, the Listing Rules, the Prospectus Rules, the Act and VCT regulations, to pursue a policy of purchasing Ordinary Shares in the market in order to facilitate liquidity for Ordinary Shareholders and to manage the level of the discount to NAV at which the Ordinary Shares may be trading. The Companies endeavour to facilitate such sales at a price which represents a discount of no more than 5% to the last published NAV of the relevant Company. However, the Directors reserve the right to suspend or amend the buy-back policy in certain circumstances.
Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 are established Venture Capital Trusts that aim to make tax-free dividend distributions from capital gains and income generated through investment in existing and diversified portfolios of investments in small UK companies.
Both VCTs are predominantly invested in Qualifying Companies that are listed on AIM, however, they also include a limited number of Qualifying Investments in private companies.
■ £14m returned to shareholders through dividends. ■ £12m returned to shareholders through share buy
■ Strong position against HMRC VCT 70%
■ 23 Qualifying Investments made in the last
■ Low Ongoing Expense Ratios of less than
Hargreave Hale will also make Non-Qualifying Investments in other equities, fixed income and the Marlborough Special Situations Fund.
Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 were approved as VCTs by HMRC at launch in 2004 and 2006 respectively. They have at all times satisfied the various tests required to maintain their status as VCTs.
90.3% HH1 90.7% HH2 1. As at 31 October 2015. Note: The HMRC investment tests are set out in Chapter 3 of Part 6 Income Tax Act
2007. Funds raised by VCTs are first included in the investment tests from the start of the accounting period containing the third anniversary of the date on which the funds were raised. Therefore, the allocation of Qualifying Investments as defined by the legislation can be different to the portfolio weighting as measured by market value relative to the net assets of the Company.
Highlights:
■ £90m raised since launch.
backs and tender offer.
investment test. ■ 11 year track record.
12 months.
2.5% p.a.
Established in 1897, Hargreave Hale remains a private company that has evolved into a leading fund manager and provider of investment management and stockbroking services to individuals, families, corporate entities, charities, trusts, solicitors,
accountants and intermediaries. Hargreave Hale has 225 employees spread across 9 offices in the United Kingdom, including 14 members of its award winning fund management team.
INVESTED IN SMALL billion billion year meetings
UK COMPANIES
track record IN FUND MANAGEMENT
| Offers open | 1 December 2015 |
|---|---|
| First allotment | 22 December 2015 |
| Subsequent allotments | Monthly |
| Closing date for the 2015/16 tax year | 12pm 5 April 2016 |
| Closing date for the 2016/17 tax year | 12pm 16 November 2016 |
| Admission and dealings expected to commence | Within 10 business days of any allotment |
| Dispatch of Share and tax certificates | Within 15 business days of any allotment |
| Offer Details |
|
| Total offer size: | £25,000,000 with £10,000,000 overallotment |
| Hargreave Hale AIM VCT 1 plc | £15,000,000 with £5,000,000 overallotment |
| Hargreave Hale AIM VCT 2 plc | £10,000,000 with £5,000,000 overallotment |
| Minimum subscription | £5,000 |
| Minimum investment into each VCT | Nil or no less than £2,500 |
| Offer Price | 3.5% premium to NAV. |
The Offers are conditional on the Offer Agreement referred to in paragraph 8 of the section headed "Additional Information" becoming unconditional and not being terminated in relation to a Company in accordance with its terms. The Offers are not inter-conditional.
New Ordinary Shares will be issued at a 3.5% premium to NAV to offset the costs of the Offers. The price of the New Ordinary Shares will be calculated in pence to two decimal places by reference to the Pricing Formula:
| Price of New Ordinary Shares |
= | Last Published Net Asset Value per Ordinary Share |
|---|---|---|
| 0.965 |
The NAV per Ordinary Share will be the last published by the relevant Company prior to the date of allotment, adjusted as necessary for dividends declared but not yet paid if the allotment occurs whilst the Shares are classified as ex-dividend.
Introductory commission is available to financial intermediaries in respect of non-advised subscriptions to the Offers:
The introductory commission may be waived in favour of the Investor and reinvested through an additional allotment of New Ordinary Shares.
The Companies can facilitate the payment of an Adviser Charge on behalf of an Investor in respect of services provided to the Investor in relation to their subscription to the Offers. Other than in certain circumstances, legislation prohibits the payment of fees or commissions by or on behalf of the VCTs or their agents to platform service providers.
Following the success of the 2014-2015 offer in which £20m was raised for Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2, we are pleased to launch a further offer for subscription to raise £25m.
The Offers will provide both Companies with additional capital to invest in small British companies whilst improving their long term viability and further reducing their Ongoing Expenses Ratio, already one of the lowest in the VCT industry. It will also allow new and existing Investors to invest in small companies through a tax efficient structure with an award winning fund management team.
The Offers will remain open until 12pm on 5 April 2016 for investors seeking tax relief in the 2015/16 tax year and 12pm on 16 November 2016 for investors seeking tax relief in the 2016/17 tax year, unless the Companies are fully subscribed at an earlier date.
The Hargreave Hale AIM VCTs operate under a common investment policy. The objective is to make tax-free dividend distributions from capital gains and income generated through investment in diversified portfolios of investments in small UK companies.
Both VCTs are predominantly invested in Qualifying Companies that are listed on AIM. However, they also include a limited number of Qualifying Investments in private companies. Hargreave Hale will also make Non-Qualifying Investments in other equities, fixed income and the Marlborough Special Situations Fund.
Investors who pay income tax in the United Kingdom should be able to claim up to 30% income tax relief at the point of investment provided they pay sufficient income tax to offset against the claim for income tax relief claim and commit to holding their shares for at least 5 years. Other tax reliefs available to investors include an exemption from income tax on any dividend distributions made by the VCTs and an exemption from capital gains tax on disposal of their shares. Investors should note that VCT investments are not loss allowable for the purposes of capital gains tax. Tax reliefs can be subject to change and are dependent on an individual's circumstances; we encourage Investors to consult their accountant or financial adviser and confirm their suitability before proceeding with an investment.
Hargreave Hale AIM VCT 1's annual report and accounts are made up to 30 September in each year and are normally published in December, whilst Hargreave Hale AIM VCT 2's annual report and accounts are made up to 28 February in each year and are normally published in June.
The first report to be sent to Investors in Hargreave Hale AIM VCT 1 after the close of the Offer will be the audited annual accounts for the year ending 30 September 2016. For Hargreave Hale AIM VCT 2, the first report to be sent to Investors after the close of the Offer will be the audited annual accounts for the year ending 28 February 2017.
Although the Hargreave Hale VCTs are 'evergreen' VCTs, the Companies' constitutions provide that shareholders should have a continuation vote every 5 years. This vote is currently scheduled to take place at each Company's Annual General Meeting in 2021. At the general meeting of each Company convened for 12 January 2016, we will be asking shareholders to vote on an extension of this deadline until the Annual General Meetings in 2022.
This securities note is one of three parts of the prospectus. Please ensure you read the Summary and Registration Document in full before completing the Application Form attached to this document. These can be found on our new website (www.hargreaveaimvcts.co.uk). If you would like to discuss the offer further, please direct your enquiries to Hargreave Hale on 0207 009 4900.
Yours sincerely,
SIR Aubrey Brocklebank Bt. David Hurst-Brown Chairman Chairman Hargreave Hale AIM VCT 1 Hargreave Hale AIM VCT 2
A Venture Capital Trust is a company, broadly similar to an investment trust, which has been approved by HMRC and which subscribes for shares in (or lends money to) small unquoted companies, including those quoted on AIM. VCTs and their investors enjoy certain tax reliefs. In return for these tax reliefs, HMRC requires each VCT to comply with complex legislation that restricts the Company's investment activity to a tightly defined group of small UK companies.
The tax position of individual investors in VCTs is summarised below. Investors should take tax advice from a professional adviser ahead of their investment. The tax reliefs are restricted to a maximum investment of £200,000 in any single tax year.
■ Relief from income tax on investment Investors who subscribe for new shares can claim income tax relief at the rate of 30% of their investment, subject to the £200,000 maximum or, if lower, that amount that reduces their income tax liability to nil.
Income tax relief is restricted if, within 6 months of the subscription for shares in a VCT (before or after), the investor has disposed of shares in that VCT. Investors who hold their VCT shares for less than 5 years may have to repay some or all of their 30% income tax relief.
■ Dividend tax relief
Investors will not be liable for income tax on dividends paid by the VCT. Dividend tax relief can be claimed on VCT shares purchased through the secondary market as well as through a new share issue.
Relief from income tax on a subscription for VCT shares will be withdrawn if the VCT shares are disposed of (other than between spouses or in the event of death) within five years of issue or if the VCT loses its approval within this period.
A disposal by an Investor of Ordinary Shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax.
Capital gains tax relief can be claimed on VCT shares purchased through the secondary market.
| Example effect of initial income tax relief | |
|---|---|
| Cost of Investment | 100p |
| Cost of investment net of tax relief | 70p |
| Initial Net Asset Value | 97p |
| Initial Uplift | 39.0% |
Hargreave Hale will issue tax certificates to Investors. These can be used to claim income tax relief through an immediate adjustment to an Investor's tax coding from HMRC or through the end of year tax return.
VCTs are not suitable for every category of investor. The Offers are designed for individuals over 18 years of age who:
Before deciding whether to subscribe for New Ordinary Shares, Investors are strongly encouraged to consult an independent adviser authorised under FSMA and to carefully consider the suitability of an investment into the Companies in light of their personal circumstances.
A Qualifying Investment consists of new shares or securities issued directly to the VCT by a Qualifying Company that at the point of investment:
intensive businesses);
■ has not been set up for the purpose of accessing tax reliefs or is in substance a financing business.
A VCT must be approved at all times by HMRC. A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made.
The Directors intend to conduct the affairs of the Companies so that they satisfy the conditions for approval as VCTs and that such approval will be maintained. HMRC has granted the Companies approval under section 274 ITA as VCTs. The Companies intend to comply with section 274 ITA and have retained Philip Hare & Associates LLP to advise them on VCT taxation matters.
Approval of a VCT may be withdrawn by HMRC if the various tests set out above are not satisfied. Withdrawal of approval generally has effect from the time when notice is given to the VCT but, in relation to capital gains of the VCT only, can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.
The above is only a summary of the conditions to be satisfied for a company to be treated as a VCT.
The Companies' investment objectives are:
The Investment Manager and the Companies have adopted the following strategy to implement the investment policies of the Companies (the full text of which is set out in the Registration Document):
The Investment Manager will primarily focus on investments in companies with a quotation on AIM or plans to trade on AIM. The Investment Manager prefers to participate in secondary issues of companies that are quoted on AIM as such companies have an established track record that can be more readily assessed and greater disclosure of financial performance.
The Investment Manager will follow a stock specific investment approach and is more likely to provide growth and development capital than seed capital.
Although VCTs are required to invest and maintain a minimum of 70% of their funds invested in Qualifying Investments as measured by the VCT rules, it is likely that Hargreave Hale will target a higher threshold of approximately 80% in order to provide some element of protection against an inadvertent breach of the VCT rules.
Whilst tax legislation limits each Company's maximum exposure to a single Qualifying
Investment to 15% of net assets (at book cost), Hargreave Hale's preference for portfolio diversification means that Qualifying Investments typically vary from 1-3% of net assets at book cost and rarely exceed 5% of net assets at book cost.
Although Hargreave Hale prefers to maintain successful investments for the long term, it actively manages its portfolio risk through partial disposals. In most instances, single company exposure is limited to approximately 5% of net assets at market value, although on occasion this may run higher.
The Companies will have non-qualifying equity exposure to UK and international equities. This will vary between nil and 30% of the net assets of the Companies and will reflect the Investment Manager's view of equity market risk. The Investment Manager will also invest in gilts, other fixed income securities and cash.
Subject to a maximum of 20% of the gross assets of each Company, the Investment Manager will invest up to 75% of the net proceeds of the Offers into the Marlborough Special Situations Fund to maintain the portfolio exposure to small companies whilst the Investment Manager identifies opportunities to invest directly into small UK companies through a suitable number of Qualifying Investments.
The structure of the Companies' investment portfolios and their investment strategies have been developed to mitigate risk where possible.
Quarterly risk reports provide an oversight of potential vulnerabilities such as the concentration of balance sheet risk, earnings risk, valuation risk and liquidity.
In order to improve the liquidity in the Ordinary Shares of both Companies, each Board has established share buy-back policies whereby each Company will purchase Ordinary Shares for cancellation.
Share buy-backs are subject to the Act, the Listing Rules and tax legislation, which may restrict the Companies' ability to buy Shares back. The policy is non-binding and at the discretion of the VCT Boards.
Both Companies have established dividend policies that target a tax free dividend yield equivalent to 5% of the year end Net Asset Value.
The ability to pay dividends is also dependent on the VCTs' available reserves and cash resources, the Act and the Listing Rules. The policy is non-binding and at the discretion of the VCT Boards. Dividend payments may vary from year to year in both quantum and timing. In good years, the Directors may consider a higher dividend payment; in poor years, the Directors may reduce or even pay no dividend.
The tables below show dividend distributions by reference to each Company's accounting period.
1. Total dividends distributed to Shareholders.
| Dividend Schedule | ||||
|---|---|---|---|---|
| HH 1 | Final Dividend: January | |||
| HH 1 | Interim Dividend: July | |||
| HH 2 | Final Dividend: July | |||
| HH 2 | Interim Dividend: December |
| Income Tax Rate | Basic Rate (20%) | Higher Rate (40%) | Additional Rate (45%) |
|---|---|---|---|
| VCT Yield (assuming 30% income tax relief) | 7.10% | 7.10% | 7.10% |
| Equivalent Gross Interest Yield | 8.90% | 11.90% | 12.90% |
| Equivalent Gross Dividend Yield | 7.10% | 9.50% | 10.20% |
The table above shows what an Investor would need to earn on a gross basis from both bank interest and taxable investment income to achieve the same equivalent net yield from a dividend distribution by a VCT. The yields are calculated with reference to the cost of investment net of the initial 30% income tax relief.
The table below outlines investor returns as at 31 October 2015 for the first allotment made in each offer period. The returns, which assume an initial investment of £10,000 are net of fees. When establishing the return net of income tax relief, the calculation assumes the Shareholder was able to access the income tax relief in full, which was set at 40% through to 5 April 2006 and at 30% thereafter.
| Return on a £10,000 investment through previous years | % Gain | ||||||
|---|---|---|---|---|---|---|---|
| Offer Period | Issue Price p |
Dividends p |
NAV £ |
Dividends £ |
Total Return | No Tax Relief | With Tax Relief |
| Hargreave Hale AIM VCT 1 1 | |||||||
| 2004-05 Offer | 100.00 | 38.00 | 7,730 | 3,800 | 11,530 | 15% | 92% |
| 2005-06 Offer (2) | 100.00 | 32.94 | 9,580 | 3,294 | 12,874 | 29% | 115% |
| 2010-11 Offer | 67.52 | 21.00 | 11,448 | 3,110 | 14,559 | 46% | 108% |
| 2011 Offer | 70.56 | 17.00 | 10,955 | 2,409 | 13,364 | 34% | 91% |
| 2012-13 Offer | 63.79 | 11.50 | 12,118 | 1,803 | 13,921 | 39% | 99% |
| 2013-14 Offer | 80.36 | 8.25 | 9,619 | 1,027 | 10,646 | 6% | 52% |
| 2014-15 Offer | 80.04 | 4.25 | 9,658 | 531 | 10,189 | 2% | 46% |
| Hargreave Hale AIM VCT 2 1 | |||||||
| 2006-07 Offer | 100.00 | 41.00 | 10,740 | 4,100 | 14,840 | 48% | 112% |
| 2010-11 Offer | 109.69 | 29.00 | 9,791 | 2,644 | 12,435 | 24% | 78% |
| 2011 Offer | 110.68 | 25.00 | 9,704 | 2,259 | 11,963 | 20% | 71% |
| 2012 Offer | 100.97 | 20.00 | 10,637 | 1,981 | 12,618 | 26% | 80% |
| 2012-13 Offer | 91.34 | 15.00 | 11,758 | 1,642 | 13,400 | 34% | 91% |
| 2013-14 Offer | 109.49 | 10.00 | 9,809 | 913 | 10,722 | 7% | 53% |
| 2014-15 Offer | 111.08 | 4.00 | 9,669 | 360 | 10,029 | 0% | 43% |
1. Returns based on unaudited NAV as at 31 October 2015, excluding income tax relief. 2. The C Shares in Hargreave Hale AIM VCT 1 were converted into Ordinary Shares on 8 October 2008 at a ratio of 1.23935 Ordinary shares for every C share held.
| 5 Year Rolling Returns | 1Y | 2Y | 3Y | 4Y | 5Y |
|---|---|---|---|---|---|
| Hargreave Hale AIM VCT 11 | 5.7% | 12.0% | 42.9% | 50.1% | 44.0% |
| Hargreave Hale AIM VCT 21 | 4.1% | 13.5% | 32.8% | 37.2% | 31.6% |
| FTSE AIM All-Share2 | 2.5% | -8.7% | 5.8% | 1.5% | -9.4% |
1. Returns based on unaudited NAV as at 31 October, excluding income tax relief. 2. Source: .Hargreave Hale Ltd
| Discrete 12 Month Returns1 | 10/2014 to 10/2015 |
10/2013 to 10/2014 |
10/2012 to 10/2013 |
10/2011 to 10/2012 |
10/2010 to 10/2011 |
|---|---|---|---|---|---|
| Hargreave Hale AIM VCT 11 | 5.7% | 6.2% | 28.2% | 6.7% | -2.1% |
| Hargreave Hale AIM VCT 21 | 4.1% | 9.3% | 17.7% | 4.6% | -3.3% |
| FTSE AIM All-Share2 | 2.5% | -10.9% | 15.9% | -4.1% | -10.7% |
1. Returns based on unaudited NAV as at 31 October, excluding income tax relief. 2. Source: Hargreave Hale Ltd.
As at 20 November 2015, the unaudited NAV per Ordinary Share of Hargreave Hale AIM VCT 1 was 77.50p.
Set out below are those investments of Hargreave Hale AIM VCT 1 as at the date of this document (the values being at 20 November 2015) which have an aggregate value of at least 50 per cent. of its net assets (all of which information is unaudited). There has been no material change since 20 November 2015.
| Qualifying Investment | Sector | Book Cost £'000 |
(Unaudited) Valuation £'000 |
% of NAV |
|---|---|---|---|---|
| Cohort | Industrials | 619 | 1,876 | 5.0 |
| Trakm8 Holdings plc | Information Technology | 113 | 1,337 | 3.6 |
| Abcam plc | Health Care | 67 | 1,109 | 3.0 |
| K3 Business Technology Group plc | Information Technology | 270 | 1,086 | 2.9 |
| Intercede Group plc | Information Technology | 247 | 1,072 | 2.9 |
| Animalcare Group plc | Health Care | 220 | 992 | 2.7 |
| Craneware plc | Health Care | 150 | 938 | 2.5 |
| Science in Sport plc | Consumer Discretionary | 778 | 851 | 2.3 |
| Idox plc | Information Technology | 135 | 801 | 2.2 |
| Mexican Grill Limited (A Pref Shares) | Consumer Discretionary | 185 | 769 | 2.1 |
| Vertu Motors plc | Consumer Discretionary | 600 | 765 | 2.1 |
| TLA Worldwide plc | Consumer Discretionary | 300 | 682 | 1.8 |
| Learning Technologies Group plc | Information Technology | 663 | 631 | 1.7 |
| Eagle Eye Solutions Limited | Information Technology | 541 | 629 | 1.7 |
| Premaitha Health plc | Health Care | 432 | 608 | 1.6 |
| Ideagen plc | Information Technology | 410 | 597 | 1.6 |
| Portr Limited | Information Technology | 550 | 550 | 1.5 |
| Tasty plc | Consumer Discretionary | 288 | 542 | 1.5 |
| DP Poland plc | Consumer Discretionary | 333 | 527 | 1.4 |
| Vision Direct Group Limited | Consumer Discretionary | 205 | 510 | 1.4 |
| Other Qualifying Investments | 13,269 | 10,510 | 28.1 | |
| Non Qualifying Investments | 5,162 | 5,568 | 15.0 | |
| Fixed Income | 0 | 0 | 0.0 | |
| MFM Special Situations | 796 | 846 | 2.3 | |
| Cash | 3,609 | 9.7 | ||
| Accrued Charges and Income | -212 | -0.6 | ||
| Total | 26,333 | 37,184 | 100% |
Information Technology 41% Healthcare 21% Consumer Discretionary 20% Industrials 11% Energy 4% Materials 2% Financials 1% Utilities 0%
Qualifying Investments 74% Non-Qualifying Investments 15% Marlborough Special Situations 2% Sovereign Debt 0% Corporate Bonds 0% Net Cash 9%
As at 20 November 2015, the unaudited NAV per Ordinary Share of Hargreave Hale AIM VCT 2 was 105.54p excluding the 2p dividend declared on 12 November 2015 and payable on 11 December 2015.
Set out below are those investments of Hargreave Hale AIM VCT 2 as at the date of this document (the values being at 20 November 2015) which have an aggregate value of at least 50 per cent. of its net assets (all of which information is unaudited). There has been no material change since 20 November 2015.
| Qualifying Investments | Sector | Book Cost £000 |
(Unaudited) Valuation £000 |
% of NAV |
|---|---|---|---|---|
| TrakM8 Holdings plc | Information Technology | 99 | 1,167 | 4.3 |
| Mexican Grill Ltd (A Pref Shares) | Consumer Discretionary | 277 | 1,154 | 4.3 |
| Ideagen plc | Information Technology | 190 | 681 | 2.5 |
| Science in Sport plc | Consumer Discretionary | 518 | 567 | 2.1 |
| DP Poland plc | Consumer Discretionary | 332 | 532 | 2.0 |
| Learning Technology Group plc | Information Technology | 534 | 509 | 1.9 |
| Animalcare Group plc | Health Care | 100 | 451 | 1.7 |
| Eagle Eye Solutions Limited | Information Technology | 385 | 444 | 1.7 |
| Premaitha Health plc | Health Care | 330 | 429 | 1.6 |
| Portr Ltd | Information Technology | 410 | 410 | 1.5 |
| Intercede Group plc | Information Technology | 91 | 395 | 1.5 |
| Quixant plc | Information Technology | 120 | 370 | 1.4 |
| TLA Worldwide plc | Consumer Discretionary | 150 | 341 | 1.3 |
| Vision Direct Group Limited | Consumer Discretionary | 132 | 328 | 1.2 |
| CentralNic Group plc | Information Technology | 207 | 296 | 1.1 |
| Angle plc | Health Care | 252 | 295 | 1.1 |
| Belvoir Lettings plc | Financials | 335 | 293 | 1.1 |
| Lombard Risk Management plc | Information Technology | 92 | 259 | 1.0 |
| Tristel plc | Health Care | 80 | 256 | 1.0 |
| Mirada plc | Information Technology | 393 | 249 | 0.9 |
| Other Qualifying Investments | 6,586 | 5,422 | 20.0 | |
| Non Qualifying Investment | 4,805 | 5,242 | 19.5 | |
| Fixed Income | 275 | 284 | 1.1 | |
| MFM Special Situations | 2,834 | 3,237 | 12.0 | |
| Cash | 3,400 | 12.6 | ||
| Accrued Charges and Income | -99 | -0.4 | ||
| Total | 19,527 | 26,912 | 100% |
Information Technology 48% Consumer Discretionary 24% Financials 4% Materials 3% Industrials 3% Utilities 1% Energy 0% Healthcare 17%
Qualifying Investments 55% Non-Qualifying Investments 20% Marlborough Special Situations 12% Sovereign Debt 0% Corporate Bonds 1% Net Cash 12%
The investment portfolios are co-managed by Giles Hargreave and Oliver Bedford, with support from Joshua Northrop and the rest of Hargreave Hale's fund management team of 14. The fund management team manages approximately £3.2 billion, including more than £2.0 billion invested in small companies. Along with the scale of the investment in small companies and their track record, the breadth of the team and their reach into the market help attract Qualifying Investment deal flow.
Giles Hargreave is the chairman of Hargreave Hale and the manager of the award winning Marlborough Special Situations Fund, which has returned more than 2,000% since he assumed responsibility for the fund in 1998 (source: Hargreave Hale Limited, 31 October 2015). He also co-manages the Marlborough UK Micro Cap Growth Fund, the Marlborough UK Nano-Cap Growth Fund, the Marlborough Multi Cap Income Fund and both VCTs.
Oliver Bedford graduated from Durham University in 1995 with a degree in Chemistry. He served in the British Army for 9 years before joining Hargreave Hale in 2004. Oliver co-manages the Companies with Giles Hargreave and supports the other unit trusts through the investment committee.
Joshua Northrop joined Hargreave Hale in September 2013 as a Fund Manager's Assistant. Before joining Hargreave Hale, he studied Economics and Human Geography at University College London. He holds the Investment Management Certificate and has passed his CFA Level 1.
Other members of the fund management team include (pictured from left to right) David Walton, Siddarth Chand Lall, Richard Hallett, George Finlay, Guy Feld, Will Searle and Eustace Santa Barbara, along
with (not pictured) Shane De Bhrun-Smith, William Rosier, Michael Stranks and Jeremy Harris St. John.
Hargreave Hale receives an annual management fee of 1.5% of the net asset value of both Companies. A maximum of 75% of the annual management charge will be chargeable against capital reserves, with the remainder being chargeable against revenue.
Hargreave Hale is also entitled to a performance fee of 20% of any dividends paid to Ordinary Shareholders in excess of 6p per Ordinary Share per annum, provided that the Net Asset Value exceeds 95p, with any cumulative shortfalls having to be made up. Neither company has paid a performance fee since incorporation.
In addition to the fund management services described above, Hargreave Hale also provides administration, custodian and company secretarial services and the services of Giles Hargreave as a non-executive director for an annual fee of £77,000 (plus VAT) per Company.
Each Board has three experienced non-executive directors, including two that are independent of Hargreave Hale. Their duties include:
Following a career in corporate finance and venture capital, Aubrey assumed his first role within the VCT industry in 1997. Since then he has gone on to become one of the most experienced directors within the industry. Aubrey maintains a wide range of business interests and has been a director of six AIM listed companies. He is non-executive chairman of Puma VCT 8 plc and senior independent director of Downing Planned Exit VCT 4 plc.
An experienced company chairman in both private and public companies, and a former main board director of MFI Furniture Group plc, David joined the Board of Hargreave Hale AIM VCT 1 plc in September 2010. David is chairman of Kitwave, Episys Group Limited and Elderstreet VCT plc and a non-executive director of Puma VCT 8 plc.
Giles Hargreave is the chairman of Hargreave Hale and the manager of the award winning Marlborough Special Situations Fund, which has returned more than 2,000% since he assumed responsibility for the fund in 1998 (source: Hargreave Hale Limited, 31 October 2015). He also co-manages the Marlborough UK Micro Cap Growth Fund, the Marlborough UK Nano-Cap Growth Fund, the Marlborough Multi Cap Income Fund and both VCTs.
David worked for over 25 years in the City. Much of this time was spent within the corporate finance division of UBS Warburg, where he established a small companies business unit. David has chaired the Board of Hargreave Hale AIM VCT 2 plc since incorporation in 2006. He is also non-executive chairman of Foresight Solar VCT plc.
Philip has held management roles in engineering and high-tech industries and, more recently, fund management at YFM Group. In addition to his directorship of Hargreave Hale AIM VCT 2 plc, Philip is a non-executive director of Pressure Technologies plc, British Smaller Companies VCT plc, Howmac Ltd and FCFM Group Limited.
Giles Hargreave is the chairman of Hargreave Hale and the manager of the award winning Marlborough Special Situations Fund, which has returned more than 2000% since he assumed responsibility for the fund in 1998 (source: Hargreave Hale Limited, 31 October 2015). He also co-manages the Marlborough UK Micro Cap Growth Fund, the Marlborough UK Nano-Cap Growth Fund, the Marlborough Multi Cap Income Fund and both VCTs.
The maximum number of Shares to be issued under the Offers is that number authorised to be allotted, as follows:
3.3.2 to authorise the Directors pursuant to Section 570 of the Act to allot equity securities for cash without regards to pre-emption rights; and
3.3.3 to authorise the adoption of new articles of association of the Company in substitution for and to the exclusion of the existing Articles of Association.
| Class of shares | Nominal value | Issued (fully paid) | ||
|---|---|---|---|---|
| £ | Number of shares | |||
| Hargreave Hale AIM VCT 1 | Ordinary Shares | £0.01 | 479,795 | 47,979,484 |
| Hargreave Hale AIM VCT 2 | Ordinary Shares | £0.01 | 250,239 | 25,023,931 |
3.6 The issued fully paid share capital of the Companies immediately after the Offers have closed (assuming the Offers are fully subscribed) will be as follows:
| Class of shares | Nominal value | Issued (fully paid)1 | ||
|---|---|---|---|---|
| £ | Number of shares | |||
| Hargreave Hale AIM VCT 1 | Ordinary Shares | £0.01 | 728,830 | 72,882,982 |
| Hargreave Hale AIM VCT 2 | Ordinary Shares | £0.01 | 387,388 | 38,738,843 |
Using an Offer Price based on the NAV as at 20 November 2015.
3.7 Other than the issue of Ordinary Shares pursuant to the Offers, the Companies have no present intention to issue any of the share capital of the Companies.
3.11 Save as disclosed in this paragraph, there has been no issue of share or loan capital of the Companies in the three years immediately preceding the date of this document and (other than pursuant to the Offers) no such issues are proposed.
3.12 No share or loan capital of the Companies is under option or has been agreed, conditionally or unconditionally, to be put under option.
Subject to any special terms as to voting on which Shares may be issued, on a show of hands every member present in person (or being a corporation, present by authorised representative) shall have one vote and, on a poll, every member who is present in person or by proxy shall have one vote for every Share of which he is the holder. The Shares shall rank pari passu as to rights to attend and vote at any general meeting of the relevant Company.
4.2.2 Transfer of Shares
The Ordinary Shares are in registered form and will be freely transferable. All transfers of Ordinary Shares must be effected by a transfer in writing in any usual form or any other form approved by the Directors. The instrument of transfer of an Ordinary Share shall be executed by or on behalf of the transferor and, in the case of a partly paid share by or on behalf of the transferee. The Directors may refuse to register any transfer of a partly paid Share, provided that such refusal does not prevent dealings taking place on an open and proper basis and may also refuse to register any instrument of transfer unless: it is in respect of a fully paid share; it is in respect of shares on which the relevant Company does not have a lien; it is in respect of only one class of share; and the transferees do not exceed four in number.
4.2.3 Dividends
Each Company may in general meeting declare dividends in accordance with the respective rights of the members, provided that no dividend shall be payable in excess of the amount recommended by the Directors. The Directors may pay such interim dividends as appear to them to be justified. No dividend or other monies payable in respect of an Ordinary Share shall bear interest as against the relevant Company. There are no fixed dates on which entitlement to a dividend arises.
All dividends unclaimed for a period of twelve years after being declared or becoming due for payment shall be forfeited and shall revert to the relevant Company.
If any member or other person appearing to be interested in shares of either of the Companies is in default in supplying within 42 days (or 28 days where the shares represent at least 0.25% of its the share capital) after the date of service of a notice requiring such member or other person to supply to the relevant Company in writing all or any such information as is referred to in section 793 of the Act, the Directors may, for such period as the default shall continue, impose restrictions upon the relevant shares.
The restrictions available are the suspension of voting or other rights conferred by membership in relation to meetings of the Companies in respect of the relevant shares and additionally in the case of a shareholder representing at least 0.25% by nominal value of any class of shares of the relevant Company then in issue, the withholding of payment of any dividends on, and the restriction of transfer of, the relevant shares.
On a winding-up any surplus assets of each Company respectively will be divided amongst the holders of its Shares according to the respective numbers of Shares held by them in the relevant Company and in accordance with the provisions of the Act, subject to the rights of any shares which may be issued with special rights or privileges. The Articles of Association provide that the liquidator may, with the sanction of a resolution and any other sanction required by the Act, divide amongst the members in specie the whole or any part of the assets of the relevant Company in such manner as he may determine.
Whenever the capital of either Company is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of issue of that class) be varied or abrogated either with the consent in writing of the holders of not less than three-fourths of the nominal amount of the issued shares of the class or with the sanction of a special resolution passed at a separate meeting of such holders.
Subject as provided below, the Directors may exercise all the powers of each Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital.
The Directors shall restrict the borrowings of each Company and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) so as to secure that the aggregate amount at any time outstanding in respect of money borrowed by the group, being that Company and its subsidiary undertakings for the time being (excluding intra-group borrowings), shall not without the previous sanction of an ordinary resolution of the Company exceed a sum equal to 15% of the aggregate total amount received from time to time on the subscription of shares of that Company.
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument.
6.1 As at the date of this document the interests of the Directors and their immediate families (all of which are beneficial) in the share capital of the Companies which (i) are or will be notified to the Companies in accordance with rule 3 of the Disclosure and Transparency Rules (''DTR 3'') by each Director; or (ii) are interests of a connected person (within the meaning in DTR 3) of a Director which are or will be required to be disclosed under DTR 3 and the existence of which is known to or could with reasonable diligence be ascertained by that Director; are or are expected to be as follows:
| At Launch1 | After the Offers have closed2 |
|||||
|---|---|---|---|---|---|---|
| Company | Director | Number of Ordinary Shares |
% of issued share capital |
Number of Ordinary Shares |
% of issued share capital |
|
| Hargreave Hale AIM VCT 1 | Aubrey Brocklebank | 4,845 | 0.01% | 4,845 | 0.01% | |
| Hargreave Hale AIM VCT 1 | David Brock | 15,325 | 0.03% | 27,777 | 0.02% | |
| Hargreave Hale AIM VCT 1 | Giles Hargreave | 200,108 | 0.42% | 200,108 | 0.27% | |
| Hargreave Hale AIM VCT 2 | David Hurst-Brown3 | 45,836 | 0.18% | 45,836 | 0.12% | |
| Hargreave Hale AIM VCT 2 | Philip Cammerman | 8,190 | 0.03% | 8,190 | 0.02% | |
| Hargreave Hale AIM VCT 2 | Giles Hargreave | 164,151 | 0.66% | 164,151 | 0.42% |
As at 30 November 2015, being the latest practical date prior to the publication of this document.
| At Launch1 | After the Offers have closed |
||||
|---|---|---|---|---|---|
| Company | Name | Number of Ordinary Shares |
Percentage of voting rights |
Number of Ordinary Shares2 |
Percentage of voting rights of the Ordinary Shares2 |
| Hargreave Hale AIM VCT 1 | Hargreave Hale Nominees | 2,753,399 | 5.74% | 2,753,399 | 3.78% |
| Hargreave Hale AIM VCT 1 | Hargreaves Lansdowne Nominees Limited |
2,562,199 | 5.34% | 2,562,199 | 3.52% |
| Hargreave Hale AIM VCT 2 | Hargreave Hale Nominees | 1,947,586 | 7.78% | 1,947,586 | 5.03% |
| Hargreave Hale AIM VCT 2 | Hargreaves Lansdowne Nominees Limited |
1,760,448 | 7.04% | 1,760,448 | 4.54% |
The date of this document.
Assuming that the Maximum Subscription is achieved and that all the Shareholders listed above do not subscribe for any shares under the Offers.
6.3 Save as disclosed in paragraphs 6.1 and 6.2 above, the Companies are not aware of any person who will, immediately following Admission, hold (for the purposes of rule 5 of the Disclosure and Transparency Rules (''DTR 5'')) directly or indirectly voting rights representing 3% or more of the issued share capital of either Company to which voting rights are attached or could, directly or indirectly, jointly or severally, exercise control over either Company.
The City Code on Takeovers and Mergers (the ''Code'') applies to all takeover and merger transactions in relation to the Companies, and operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover, and that shareholders of the same class are afforded equivalent treatment. The Code provides an orderly framework within which takeovers are conducted and the Panel on Takeovers and Mergers has now been placed on a statutory footing. The Takeovers Directive was implemented in the UK in May 2006 and since 6 April 2007 has effect through the Act. The Directive applies, inter alia, to takeovers of companies which have their securities admitted to trading on a regulated market in the EU or EEA.
The Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. General Principle One states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment and if a person acquires control of a company the other holders of securities must be protected. This is reinforced by Rule 9 of the Code which requires a person, together with persons acting in concert with him, who acquires shares carrying voting rights which amount to 30% or more of the voting rights to make a general offer. ''Voting rights'' for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting. A general offer will also be required where a person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights, acquires additional shares which increase his percentage of the voting rights. Unless the Panel consents, the offer must be made to all other shareholders, be in cash (or have a cash alternative) and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50% of the voting rights.
There are not in existence any current mandatory takeover bids in relation to the Companies.
Section 979 of the Act provides that if, within certain time limits, an offer is made for the share capital of either Company, the offeror is entitled to acquire compulsorily any remaining shares if it has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90% in value of the shares to which the offer relates and in a case where the shares to which the offer relates are voting shares, not less than 90%, of the voting rights carried by those shares. The offeror would effect the compulsory acquisition by sending a notice to outstanding shareholders telling them that it will compulsorily acquire their shares and then, six weeks from the date of the notice, pay the consideration for the shares to the relevant Company to hold on trust for the outstanding shareholders. The consideration offered to shareholders whose shares are compulsorily acquired under the Act must, in general, be the same as the consideration available under the takeover offer.
Section 983 of the Act permits a minority shareholder to require an offeror to acquire its shares if the offeror has acquired or contracted to acquire shares in either Company which amount to not less than 90%, in value of all the voting shares in the relevant Company and carry not less than 90%, of the voting rights. Certain time limits apply to this entitlement. If a shareholder exercises its rights under these provisions, the offeror is
bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.
9.1 Hargreave Hale Limited is regulated and authorised by the Financial Conduct Authority. It was incorporated as a private limited company in England and Wales on 16 January 1996 under number 3146580 and operates under the Act and the regulations made under the Act. Hargreave Hale Limited is domiciled in the UK. Its registered office is 9-11 Neptune Court, Hallam Way, Blackpool, Lancashire, FY4 5LZ. The telephone number is 01253 754700.
11.1 The (unaudited) capitalisation and indebtedness of the Companies as at 20 November 2015 was as follows:
| Hargreave Hale AIM VCT 1 (£'000) |
Hargreave Hale AIM VCT 2 (£'000) |
|
|---|---|---|
| Shareholder equity: | ||
| Share capital | 33,385 | 22,901 |
| Reserves | 3,799 | 4,011 |
| Total | 37,184 | 26,912 |
| Cash | 3,609 | 3,400 |
| Cash equivalents | — | — |
| Trading securities | — | 284 |
| Liquidity | 3,609 | 3,684 |
| Current financial receivable | 59 | 34 |
| Current bank debt | — | — |
| Current position of non-current debt | — | — |
| Other current financial debt | (271) | (133) |
| Current financial debt | (271) | (133) |
| Net current financial cash/(indebtedness) | 3,397 | 3,585 |
| Non-current bank loans | — | — |
| Bonds issued | — | — |
| Other non-current loans | — | — |
| Non-current financial indebtedness | — | — |
| Net financial cash/(indebtedness) | 3,397 | 3,585 |
11.2 All of the indebtedness of the Companies is unsecured and unguaranteed. The Companies have incurred no indirect or contingent indebtedness. Each Company has power to borrow under its respective Articles of Association, details of which are set out under the heading ''Borrowing powers'' at paragraph 4.2.8 above.
payment of such Adviser Charge by a Company shall be subject to the Terms and Conditions of the Adviser Charge Agreement. To the extent that an Investor wishes the Company to facilitate the payment of any Adviser Charge, such Investor should complete the relevant sections of the Application Form. Any applicable tax relief for Investors will only be available on the actual subscription amount which is applied to subscribe for New Ordinary Shares on behalf of such Investor and will not be available in respect of any Adviser Charge that is paid by or on behalf of an Investor.
13.3 Investors who have access to a CREST account, may arrange to have their New Ordinary Shares allotted directly to their CREST account, or subsequently to convert their holdings to dematerialised form in CREST.
Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of each Company at Accurist House, 44 Baker Street, London W1U 7AL whilst the Offers remain open:
Dated: 1 December 2015
| ''Act'' | the Companies Act 2006 (as amended) |
|---|---|
| ''Admission'' | the admission of the New Ordinary Shares issued, and to be issued, pursuant to the Offers to the premium segment of the Official List and to trading on the London Stock Exchange becoming effective |
| ''Adviser Charge'' | a charge due to a Financial Intermediary from an Investor in relation to the provision of advice and/or related services provided or to be provided by the Financial Intermediary to such Investor in connection with an investment in a Company which is agreed between the Financial Intermediary and the Investor in accordance with Applicable Laws |
| ''AIFM'' | means an AIFM as defined in Regulation 4 of the AIFM Regulations |
| ''AIFM Regulations 2013'' | The Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) |
| ''AIM'' | the Alternative Investment Market operated by the London Stock Exchange |
| ''Application Form'' | the form of application for New Ordinary Shares under the Offers set out at the end of this document |
| ''Applicable Laws'' | any law, regulatory requirement or other industry requirement which applies to the Financial Intermediary. For these purposes, a requirement includes rules, guidance or statements of good practice issued by the FCA, any regulatory body which the Financial Intermediary is expected to comply with |
| ''Articles of Association'' | the articles of association of each Company in force from time to time |
| ''Circular'' | the circular to Shareholders issued by each Company on or around the date of this Prospectus convening general meetings to approve various proposals in connection with the Offers |
| ''Companies'' | Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 and ''Company'' means either one of them, as the context requires |
| ''CREST'' | the relevant system (as defined in the Regulations) operated by Euroclear |
| ''Directors'' or ''Board'' | the directors of each Company |
| ''Disclosure and Transparency Rules'' or ''DTR'' |
the Disclosure and Transparency Rules published by the FCA from time to time |
| ''Equiniti'' | Equiniti Limited |
| ''EVCA'' | the European Private Equity and Venture Capital Association |
| ''Existing Shareholders'' | holders of Shares as at the date of this document |
| ''FCA'' | the Financial Conduct Authority in the United Kingdom and/or any successor or replacement body or bodies from time to time |
| ''Financial Intermediary'' | means, in relation to an Investor, his financial intermediary as identified at Section 11a of the Application Form |
| ''FSMA'' | the Financial Services and Markets Act 2000, as amended |
|---|---|
| ''Hargreave Hale AIM VCT 1'' or ''HH 1'' |
Hargreave Hale AIM VCT 1 plc |
| ''Hargreave Hale AIM VCT 2'' or ''HH 2'' |
Hargreave Hale AIM VCT 2 plc |
| ''Hargreave Hale AIM VCT 1 GM'' | the general meeting of Hargreave Hale AIM VCT 1 to be held on 12 January 2016 (and any adjournment thereof) convened by a notice contained in the Circular |
| ''Hargreave Hale AIM VCT 2 GM'' | the general meeting of Hargreave Hale AIM VCT 2 to be held on 12 January 2016 (and any adjournment thereof) convened by a notice contained in the Circular |
| ''HMRC'' | HM Revenue & Customs |
| ''ISDX'' | ICAP Securities and Derivatives Exchange (formally PLUS) |
| ''ITA'' | Income Tax Act 2007, as amended |
| ''Investment Manager'' or ''Hargreave Hale'' |
Hargreave Hale Limited, which is authorised and regulated by the FCA |
| ''Investor(s)'' | subscriber for New Ordinary Shares under the Offers |
| ''Knowledge Intensive Company'' |
a company satisfying the conditions in Section 331(A) of Part 6 ITA |
| ''Listing Rules'' | the listing rules prescribed by the UK Listing Authority |
| ''London Stock Exchange'' | London Stock Exchange plc |
| ''Management Agreements'' | the agreement dated 10 September 2004 (as amended) between Hargreave Hale AIM VCT 1 and Hargreave Hale Limited governing the management of Hargreave Hale AIM VCT 1's investments and the agreement dated 8 December 2006 (as amended) between Hargreave Hale AIM VCT 2 and Hargreave Hale Limited governing the management of Hargreave Hale AIM VCT 2's investments |
| ''Marlborough Special Situations Fund'' |
the Marlborough Special Situations Fund launched on 12 July 1995 being an authorised collective investment scheme as defined in FSMA |
| ''Maximum Subscription'' | the receipt of the maximum subscription monies under the Offer, being an aggregate amount of £20,000,000 in relation to Hargreave Hale AIM VCT 1, and an aggregate amount of £15,000,000 in relation to Hargreave Hale AIM VCT 2 |
| ''Net Asset Value'' or ''NAV'' | the value of each Company's assets and/or the relevant share pool, less its liabilities (divided by the appropriate number of shares in issue) |
| ''New Ordinary Shares'' | New Ordinary Shares in Hargreave Hale AIM VCT 1 and/or Hargreave Hale AIM VCT 2 issued pursuant to the Offer |
| ''Offer Agreement'' | the offer agreement detailed in paragraph 9 of Part V of this document |
|---|---|
| ''Offer(s)'' | any one or more of the offers for subscription by Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 as described in this document |
| ''Offer Price'' | the relevant offer price for the New Ordinary Shares in each Company as determined by the Pricing Formula |
| ''Official List'' | the Official List of the UK Listing Authority |
| ''Ongoing Expense Ratio'' | the total costs of managing and operating each Company divided by its NAV (including VAT where applicable) |
| ''Platform Charge'' | a charge due to a platform service provider payable by the Investor in return for the provision of the platform service which is agreed between the platform service provider and the Investor in accordance with Applicable Laws |
| ''Pricing Formula'' | the last Net Asset Value of an existing Ordinary Share (with an appropriate adjustment for any dividends declared and not yet paid if the allotment occurs whilst the shares are classified as ex-dividend) as published by the relevant Company prior to the date of allotment divided by 0.965 to allow for issue costs of 3.5% calculated, in pence, to two decimal places |
| ''Prospectus'' | this document |
| ''Prospectus Rules'' | as defined in section 73A(4) of the Financial Services and Markets Act 2000, rules expressed to relate to transferable securities |
| ''Qualifying Investment'' or ''Qualifying Company'' |
an investment made by a Venture Capital Trust in a trading company which comprises a qualifying holding under Chapter 4 of Part 6 ITA |
| ''Regulations'' | the Uncertificated Securities Regulations 2001 (S.I. 2001/3755) |
| ''Shareholder'' | a holder of Shares |
| ''Share(s)'' | shares in the capital of Hargreave Hale AIM VCT 1 and/or Hargreave Hale AIM VCT 2 |
| ''Sponsor'' | Howard Kennedy Corporate Services LLP, which is authorised and regulated by the FCA and is a member of the London Stock Exchange |
| ''Subscription'' | means the amount in pounds sterling that the Investor has subscribed for in Shares |
| ''Terms and Conditions of the Offers'' |
the terms and conditions of the Offers set out in Part VI of this document |
|---|---|
| ''Total Return'' | the sum of (i) the most recent published Net Asset Value of that Share plus (ii) all dividends paid |
| ''UK Listing Authority'' | the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Markets and Services Act 2000 |
| ''VCT'' or ''Venture Capital Trust'' |
venture capital trust as defined in section 259 ITA |
the Issued Ordinary Shares may, forthwith upon payment by Hargreave Hale of the Offer Price of the Issued Ordinary Shares to the Companies, be transferred to Hargreave Hale at the relevant Offer Price per Issued Ordinary Share and any director of Hargreave Hale or any director of the Sponsor is hereby irrevocably appointed and instructed to complete and execute all or any form(s) of transfer and/or any other documents in relation to the transfer of Issued Ordinary Shares to Hargreave Hale or such other person as Hargreave Hale may direct and to do all such other acts and things as may be necessary or expedient, for the purpose of or in connection with, transferring title to the Issued Ordinary Shares to Hargreave Hale, or such other person, in which case you will not be entitled to any payment in respect of such Ordinary Shares;
(xi) authorise Hargreave Hale Limited, or any persons authorised by either of them, as your agent, to do all things necessary to effect registration of any Ordinary Shares subscribed by you into your name or into the name of any person in whose favour the entitlement to any such Ordinary Shares has been transferred and authorise any representative of Hargreave Hale Limited to execute any document required therefor;
(xii) 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 herein;
Shares then the application for New Ordinary Shares pursuant to the Offers will be increased by the amount of introductory commission waived and the enlarged application will be applied in subscribing for New Ordinary Shares at the relevant Offer Price through the Offers. No further fees or commission will be paid in respect of such additional New Ordinary Shares.
The Offers will open on 1 December 2015, subject to the conditions set out above. The first allotment under the Offers is expected to be on or before 22 December 2015. Thereafter, the Directors reserve the right to allot Ordinary Shares at any time whilst the Offers remain open.
The closing date for the Offers in respect of the 2015/16 tax year will be at 12.00 p.m. on 5 April 2016. If the Offers are not fully subscribed at that time, the Directors reserve the right to allow the Offers to remain open for at least part of the 2016/17 tax year, but not beyond 12.00 p.m. on 16 November 2016.
The results of the Offers will be announced through a regulatory information service within 3 business days of the closing of the Offers. Dealings in New Ordinary Shares are expected to commence within 10 business days of the relevant allotments.
Completed Application Forms together with the appropriate remittance must be posted or delivered by hand to Hargreave Hale Limited, 9-11 Neptune Court, Hallam Way, Blackpool, Lancashire FY4 5LZ.
The minimum subscription per Investor is £5,000 in respect of the Offers (and from this amount no less than £2,500 may be invested in each Company if the subscription is to be split equally or otherwise between both Companies). Applications in respect of less than £5,000 in aggregate will not be accepted. The Offer Price will be calculated by reference to the Pricing Formula (calculated in pence to two decimal places). Monies which are not sufficient to buy one New Ordinary Share will not be returned to applicants but will be retained by the relevant Company and fractions of New Ordinary
Shares will not be issued. The New Ordinary Shares to be issued pursuant to the Offers will rank pari passu with the existing Ordinary Shares of the relevant Company.
In the case of Investors requesting share certificates, it is intended that definitive share certificates will be despatched within 15 business days of allotment. Prior to despatch of definitive share certificates, transfers will be certified against the register. No temporary documents of title will be issued. Dealings prior to receipt of share certificates will be at the risk of applicants. A person so dealing must recognise the risk that an application may not have been accepted to the extent anticipated or at all.
Investors who wish to take advantage of the ability to trade in New Ordinary Shares in uncertificated form, and who have access to a CREST account, may arrange to have their shares allotted directly to their CREST account, or subsequently to convert their holdings into dematerialised form in CREST. Share certificates may be registered directly to an Investor's nominee company and deposited to CREST, however, applications must be made in the name of the Investor, rather than that of the nominee company. Investors should be aware that New Ordinary Shares delivered in certificated form are likely to incur higher dealing costs than those in respect of New Ordinary Shares held in CREST. The Company's share register will be kept by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
To ensure compliance with the Money Laundering Regulations 2007, Hargreave Hale may at their absolute discretion require verification of identity from any person lodging an Application Form in an amount greater than £10,000 (or if the application is one of a series of linked applications, the value of which exceeds that amount). If within a reasonable period of time following a request for verification of identity and in any case by no later than 12.00 p.m. on the relevant date of allotment Hargreave Hale have not received evidence satisfactory to them as aforesaid, the Companies with the agreement of Hargreave Hale may, at their absolute discretion, reject any such application in which event the remittance submitted in respect of that application will be returned to the applicant at the risk of the person entitled thereto (without prejudice to the rights of the Companies to undertake proceedings to recover any loss suffered by them as a result of the failure to produce satisfactory evidence of identity). Applicants warrant that any information supplied to Hargreave Hale for the purpose of the Money Laundering Regulations 2007 is true and accurate.
Copies of this document and the Application Form are available until the Offers close from Hargreave Hale Limited, 9-11 Neptune Court, Hallam Way, Blackpool FY4 5LZ; and Hargreave Hale AIM VCT 1 and Hargreave Hale AIM VCT 2 (at www.hargreaveaimvcts.co.uk).
The following instructions should be read in conjunction with the Application Form, including the Terms and Conditions of the Adviser Charge Agreement (and shall be construed as being terms of the Offers). References in these instructions to Sections are references to Sections of the Application Form.
Insert your full name, address and date of birth, national insurance number, tax identification number, tax residence and telephone number in Block Capitals in Section 1. No joint applications are permitted. Applications may only be made by persons aged 18 or over.
If you wish to have your share and income tax relief certificates sent to someone other than yourself, please complete Section 2. Copy certificates will not be sent to you.
Insert the sums you are subscribing in Section 3. The minimum subscription per Investor is £5,000 in respect of the Offers (and from this amount no less than £2,500 may be invested in each Company if the subscription is to be split equally or otherwise between both Companies). Applications in respect of less than £5,000 in aggregate will not be accepted.
Please complete Column (1) if you require your application amount for New Ordinary Shares to be split equally on a 50:50 basis between each Company. Please complete Columns (2) and (3) if you wish your application monies to be applied other than on a 50:50 basis. In the event that all Columns (1), (2) and (3) are completed, Columns (2) and (3) shall be disregarded and you shall be deemed to have only completed Column (1).
Any New Ordinary Shares allotted to you will be in a registered form capable of being transferred by means of the CREST system. Investors who wish to take advantage of the ability to trade in New Ordinary Shares in uncertificated form, and who have access to a CREST account, may arrange to have their shares allotted directly to their CREST account, or subsequently to convert their holdings into dematerialised form in CREST. Investors should be aware that New Ordinary Shares delivered in certificated form are likely to incur higher dealing costs than those in respect of New Ordinary Shares held in CREST. The Company's share register will be kept by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
If you would like all future dividends to be paid directly into your bank or building society account, please complete the mandate instruction form in Section 5.
Please indicate whether you have received financial advice in connection with your application for New Ordinary Shares and proceed to Section 7 or Section 8 accordingly. If you have received financial advice, you should ask your Financial Intermediary to complete Section 11.
Commission is no longer able to be paid to financial intermediaries in respect of advised sales of retail investment products sold to retail investors in the UK. Therefore if your Financial Intermediary provides you with advice in respect of this application for New Ordinary Shares, neither Hargreave Hale nor the Companies will pay commission to your Financial Intermediary. Instead, your Financial Intermediary will need to agree an Adviser Charge with you which you will be responsible for paying. Hargreave Hale can, however, facilitate the payment of an Adviser Charge on your behalf so that you do not have to make a separate payment to your Financial Intermediary. The remuneration will be an Adviser Charge for advice provided to you in relation to the Companies and this charge will be withdrawn from the funds the Companies receive from you. This is what is meant by facilitating the payment of this charge from the Company and the facilitation service is subject to the terms and conditions set out in the Terms and Conditions of the Adviser Charge Agreement. You will need to discuss and agree the amount and method of paying any Adviser Charge with your Financial Intermediary.
The Adviser Charge is treated separately to your investment and will not attract any income tax relief. By way of example, you can apply to make an investment of £10,000 (Box A of Section 3) and pay an Adviser Charge of £200 (Box B at Section 7), which will require a cheque from you for £10,200 (Box C at Section 8).
Alternatively, you can submit a cheque for £10,000 (Box C at Section 8), of which £9,800 (Box A at Section 3) will be invested in new Ordinary Shares (and therefore attract income tax relief) and £200 (Box B at Section 7) will be paid to your Financial Intermediary as an Adviser Charge.
Payments of Adviser Charges on behalf of Investors will be paid by the Companies only in respect of the amount stated in Box B in Section 7. The Terms and Conditions of the Adviser Charge Agreement will apply. In addition, no payment will be made by the Companies unless the relevant application is successful and the Companies are in receipt of sufficient cleared funds from Investors in the amount set out in Box C in Section 8 (which must comprise an aggregate of the amounts set out in Box A and Box B in Sections 3 and 7).
If you require Hargreave Hale to facilitate the payment of any such Adviser Charge on your behalf please complete the third box in this Section 7 and specify the amount (in pounds sterling) of the Adviser Charge that you require the Companies to pay on your behalf in Box B in this Section 7. The Terms and Conditions of the Adviser Charge Agreement will apply and, by completing the third Box of Section 7 and signing the Application Form you are agreeing to the Terms and Conditions of the Adviser Charge Agreement. You will also need to ask your Financial Intermediary to complete the relevant parts of Section 11.
Please note that the Adviser Charge that you are instructing Hargreave Hale to pay should relate to such advice or services provided to you by your Financial Intermediary in connection with the relevant Company only. Hargreave Hale will only accept instructions from you to facilitate the payment of the Adviser Charge from the Company to your Financial Intermediary by using Application Form unless it agrees otherwise at its absolute discretion.
The Terms and Conditions of the Adviser Charge Agreement are set out below and are important. You should take time to read them before you sign and complete Section 7 of the Application Form. If you are uncertain about any aspect of the Terms and Conditions of the Adviser Charge Agreement or how to complete the Application Form, you should discuss this with your Financial Intermediary or any other professional adviser acting on your behalf.
The total amount payable by you will be the aggregate of the amounts set out in Box A in Section 3 and (if applicable) the amounts set out in Box B in Section 7. Please complete this total amount in pounds sterling in Box C in Section 8. Payment by you must be in respect of this amount.
Your cheque or bankers' draft must be payable to ''Joint Offer Account of the HH AIM VCTs'' and should be crossed ''A/C Payee''. Receipt of your application will be acknowledged within a day of its having been received. Your cheque or bankers' draft must be drawn in sterling on an account at a bank, and must
bear the appropriate sort code number in the top right hand corner. The right is reserved to reject any application.
Please quote your surname as a reference when making any electronic payment.
It is a term of the Offers that, to ensure compliance with the Money Laundering Regulations 2007, Hargreave Hale may at their absolute discretion require verification of identity from any person lodging an Application Form in an amount greater than £10,000 (or if the application is one of a series of linked applications, the value of which exceeds that amount).
If within a reasonable period of time following a request for verification of identity and in any case by no later than 12.00 p.m. on the relevant date of allotment Hargreave Hale have not received evidence satisfactory to them as aforesaid, the Companies with the agreement of Hargreave Hale may, at their absolute discretion, reject any such application in which event the remittance submitted in respect of that application will be returned to the applicant (without prejudice to the rights of the Companies to undertake proceedings to recover any loss suffered by them as a result of the failure to produce satisfactory evidence of identity). Hargreave Hale reserves the right to undertake electronic identity checks on applicants.
Applicants should make payment by their own cheque, banker's draft or by electronic transfer. Third party payments will not be accepted.
The above information is provided by way of guidance to reduce the likelihood of difficulties, delays and potential rejection of an Application Form (but without limiting Hargreave Hale's right to require verification of identity as indicated above).
Please sign and date the Application Form in Section 10. The Application Form may be signed by someone else on your behalf, if duly authorised by power of attorney to do so. Any power of attorney pursuant to which the Application Form is signed (or a duly certified copy thereof) must be enclosed for inspection.
Intermediaries who wish to receive payment for applications from the Companies in accordance with this section should complete Section 11a and stamp it, giving their full name and address, telephone number and FCA number. Intermediaries will also need to arrange for signature by an authorised signatory at Section 11g to confirm that (i) the information provided by the intermediary is correct (ii) it acknowledges and agrees to the Terms and Conditions of the Adviser Charge Agreement (to the extent applicable) and (iii) if applicable, it agrees to the rebate of commission as indicated by it at Section 11d of the Application From.
The right is reserved to withhold payment to any financial adviser if Hargreave Hale is not, in its sole discretion, satisfied that the agent is so authorised.
Intermediaries should keep a record of Application Forms submitted bearing their stamp to substantiate any claim for payment. Claims for payment must be made and substantiated on submission of an Application Form.
If an Investor's Financial Intermediary provides him with advice in respect of his investment in New Ordinary Shares, the Investor may have agreed to pay an Adviser Charge to such Financial Intermediary, which the Investor will be responsible for paying. Where applicable, Financial
Intermediaries should complete the second box in this Section 11b. The Companies may facilitate the payment of an Adviser Charge by paying it direct to authorised Financial Intermediaries on behalf of Investors. The remuneration will be an Adviser Charge for advice provided to the Investor in relation to the Companies and this charge will be withdrawn from the funds the Companies receive from the Investor. This is what is meant by facilitating the payment of this charge from the Company and the facilitation service is subject to the Terms and Conditions of the Adviser Charge Agreement. Further details are set out at Section 7 above.
If no advice has been provided by a financial intermediary to an Investor in respect of his application for New Ordinary Shares then authorised Financial Intermediaries should complete the first box in Section 11b.
If this applies Hargreave Hale is offering to pay introductory commission to authorised Financial Intermediaries at the rate of 1% on the value of successful applications submitted through them or introductory commission of 0.5% plus trail commission (as agreed between the intermediary and Hargreave Hale). Introductory commission will only be paid in respect of successful applications and only on the amounts set out in Box A in Section 3.
If Financial Intermediaries choose to receive introductory commission at the rate of 1% on the value of successful applications submitted through them they should complete the relevant box in Section 11c.
If Financial Intermediaries choose to receive introductory commission at the rate of 0.5% on the value of successful applications submitted through them plus trail commission they should complete the relevant box in Section 11c.
The introductory commission may be rebated by Financial Intermediaries and reinvested by them on behalf of their clients through an additional allotment of New Ordinary Shares (the rebate in each case may be in part or in whole in 25 per cent. increments).
If Financial Intermediaries choose to rebate introductory commission and have it reinvested in New Ordinary Shares on behalf of their client they should complete Section 11d as appropriate.
Financial Intermediaries will need to specify the percentage amount of introductory commission that they require to be rebated in Section 11d.
Send the completed Application Form together with your cheque or bankers' draft by post, or deliver it by hand (during normal business hours only), to Hargreave Hale Limited, 9-11 Neptune Court, Hallam Way, Blackpool, FY4 5LZ so as to be received no later than 12.00 p.m. on 5 April 2016 for investment in the 2015/16 tax year and no later than 12.00 p.m. on 16 November 2016 for investment in the 2016/ 17 tax year (unless the Offers are closed prior to that date).
If you post your Application Form you are recommended to use first class post and to allow at least two working days for delivery.
If you have any queries on the procedure for application and payment, you should contact Hargreave Hale Limited (telephone 0207 009 4937) or your normal financial adviser.
For the avoidance of doubt, references to ''you'' in these Terms and Conditions of the Adviser Charge Agreement shall be construed as references to the Investor.
You should let Hargreave Hale know as soon as possible if you change your Financial Intermediary. In such circumstances, the Companies will continue to pay any outstanding Adviser Charges to your Financial Intermediary unless you advise Hargreave Hale otherwise. If you wish the Companies to pay the Adviser Charge to a new Financial Intermediary, you will need to contact Hargreave Hale to obtain a new Application Form. Hargreave Hale will only accept one Application Form for each new Financial Intermediary. Any such Application form will replace any existing adviser charge agreement which you have in place in relation to the Offers and the Companies will no longer facilitate the Adviser Charge to your previous Financial Intermediary. On a change of Financial Intermediary, Hargreave Hale and/or the Companies may provide details of the Adviser Charge paid under the Application Form to your new Financial Intermediary to the extent required to enable your new Financial Intermediary to provide you with advice and services in connection with your Shares and signing the Application Form is your consent to allow it to do so. However, you may still be liable to pay the Adviser Charge to your previous Financial Intermediary under the terms of your agreement or arrangement with them.
All instructions from you to pay the Adviser Charge will be treated as including any VAT where it is applicable at the rate prevailing at the time of the payment of the Adviser Charge and taking into account any changes to the rate of VAT howsoever occurring.
These Terms and Conditions of the Adviser Charge Agreement do not give any rights to any person other than you, the Companies and Hargreave Hale. No other person (including any Financial Intermediary) shall have any rights to rely on any of these Terms and Conditions. The Companies may amend or cancel these Terms and Conditions without reference to, or the consent of, any other person.
The Companies or their agent may change these Terms and Conditions of the Adviser Charge Agreement if it has a valid reason for doing so, by giving you 30 days' notice in writing in advance.
These Terms and Conditions of the Adviser Charge Agreement will be governed by and interpreted in accordance with the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction over any dispute arising from these Terms and Conditions of the Adviser Charge Agreement.
Before completing this Application Form you should read the prospectus issued by the Companies dated 1 December 2015 (the "Prospectus") including the Terms and Conditions of the Offers. Definitions used in the Prospectus apply herein, unless otherwise stated. The Offers open on 1 December 2015. The closing date for the Offers in respect of the 2015/16 tax year will be at 12.00 p.m. on 5 April 2016. If the Offers are not fully subscribed at that time, the Directors reserve the right to allow the Offers to remain open for at least part of the 2016/17 tax year, but not beyond 12.00 p.m. on 16 November 2016. Please send this Application Form together with your cheque or bankers' draft, if appropriate, and proof of identity if required, to Hargreave Hale Limited, 9-11 Neptune Court, Hallam Way, Blackpool, Lancashire FY4 5LZ.
| 1. PERSONAL DETAILS |
|||
|---|---|---|---|
| Title (Mr/Mrs/Miss/Ms/Other): | Surname: | ||
| Forename(s) in full: | |||
| Date of Birth (DD-MM-YYYY): | National Insurance Number/Tax Identification Number: | ||
| Permanent residential address: | |||
| Postcode: | |||
| Country of Tax Residence: | Email: | ||
| Telephone (work): | Telephone (home): |
| Please complete this section if you wish to nominate an alternative address, such as an accountant or financial adviser, for your share and income tax relief certificates. |
||
|---|---|---|
| Title (Mr/Mrs/Miss/Ms/Other): Surname: |
||
| Forename(s) in full: | ||
| Company Name: Reference: |
||
| Address: | ||
| Postcode: |
The minimum subscription per Investor is £5,000 (and from this amount no less than £2,500 may be invested in each Company if the subscription is to be split equally or otherwise between both Companies). Applications in respect of less than £5,000 in aggregate will not be accepted.
| (1) Both Hargreave Hale AIM VCTs (to be split equally) |
OR | (2) Hargreave Hale AIM VCT 1 | (3) Hargreave Hale AIM VCT 2 | |
|---|---|---|---|---|
| 2015/16 tax year | £ | £ | £ | |
| 2016/17 tax year | £ | £ | £ | |
| Total Investment (Box A) | £ | £ | £ |
Please complete Column (1) in the box above if you require your application amount for New Ordinary Shares to be split equally between the two VCTs. Otherwise, please indicate your investment into each Company in columns (2) and (3). We will endeavour to contact you if there is any uncertainty as to your intentions; however, by default we will assume that your application is to be split equally between the two VCTs and the shares are to be allotted in the tax year in which the application is received.
| You may choose to have your shares issued to you in certificated form (share certificates) or electronically (dematerialised) direct to your CREST nominee company: |
||
|---|---|---|
| I would like to receive Share Certificate(s) registered in my name and sent to my home address. | ||
| I would like my shares to be issued directly to my CREST nominee company (please complete the box below). | ||
| CREST Member Account ID: | ||
| CREST Participant ID: | ||
| Participant Name: | ||
| Participant Address: | ||
| Participant Point of Contact: | ||
| Participant Contact Telephone: |
You can elect to have your dividends paid by cheque or transferred directly to your bank or building society accounts. Dividends paid directly to your account will be paid in cleared funds on the dividend payment dates. Your bank or building society statement will identify details of the dividend as well as the dates and amounts paid.
Please note that dividends payable on shares registered to your CREST nominee company will be sent to your CREST nominee company. The Companies and their Registrar 'Equiniti' cannot accept responsibility if any details provided by you are incorrect.
| I would like to receive all dividend payments by cheque, sent to my home address. | |||
|---|---|---|---|
I would like all dividend payments to be made by bank transfer to the bank or building society account detailed below.
| Name of Bank/Building Society: | |
|---|---|
| Title of Branch: | |
| Account Name: | |
| Account Number: | |
| Sort Code |
Please indicate below whether or not you have received advice from a financial intermediary in relation to your application for New Ordinary Shares.
I have not received any financial advice (please proceed to Section 8).
I have received financial advice (please complete Section 7 and ask your financial adviser to complete Section 11).
Hargreave Hale cannot pay commission to your financial intermediary if you have received advice in relation to your application for New Ordinary Shares. However, the Hargreave Hale AIM VCTs can facilitate the payment of an Adviser Charge to your financial intermediary on your behalf. The Adviser Charge is treated separately to your investment in the Companies and will not attract any tax relief and accordingly any applicable tax relief will only be available on the amount specified in Box A above.
Please indicate below whether or not you require the VCTs to facilitate the payment of an Adviser Charge.
I will not be paying an Adviser Charge to my financial intermediary.
I have made separate arrangements to pay an Adviser Charge to my financial intermediary.
I require the VCT(s) to facilitate the payment of an Adviser Charge to my financial intermediary (please complete Box B) and acknowledge and agree that the Terms and Conditions of the Adviser Charge Agreement shall apply.
ADVISER CHARGE (BOX B) £
The total consideration is the combined value of your application amounts (Box A, Section 3) and (if applicable) any Adviser Charge that you require the VCTs to facilitate on your behalf (Box B).
| TOTAL AMOUNT PAYABLE (BOX C = A +B) | £ |
|---|---|
Please indicate below your chosen method of payment.
I enclose a cheque or bankers' draft(s) drawn on a UK clearing bank for the amount specified in Box C above made payable to "Joint Offer Account of the HH AIM VCTs"
I have instructed my bank to make an electronic payment to for the amount specified in Box C above (please quote your surname as a reference).
| Name of Bank/Building Society: | Royal Bank of Scotland |
|---|---|
| Title of Branch: | Glasgow |
| Account Name: | Joint Offer Account of the HH AIM VCTs |
| Account Number: | 10565882 |
| Sort Code: | 83-07-06 |
| 10. SIGNATURE | ||||
|---|---|---|---|---|
| By signing this form I hereby declare that I have read the Prospectus and agree to be bound by the Terms and Conditions of the Offers, including (where applicable) the Terms and Conditions of the Adviser Charge Agreement. |
||||
| Signature: | Date: |
| 11a. CONTACT DETAILS | ||||
|---|---|---|---|---|
| Name of Firm: | FCA Number: | |||
| Name of Adviser: | Address/Stamp: | |||
| Email: | ||||
| Telephone: |
Please select one of the following to confirm whether or not you provided the Applicant with financial advice in relation to this application.
We did not give any financial advice to the Applicant (please proceed to Section 11c).
You may only receive commission if you have confirmed (through Section 11b) that you have not given any financial advice to the Applicant in relation to this application. You may elect to receive 1% introductory commission and no trail Commission or 0.5% Introductory Commission plus Trail Commission. The level of Trail Commission is to be agreed with Hargreave Hale and detailed in Hargreave Hale's Terms of Business. Trail Commission will be paid annually in arrears for 5 years post allotment.
I would like to receive Introductory Commission of 1%.
I would like to receive Introductory Commission of 0.5% plus Trail Commission.
You may elect to rebate some or all of your Introductory Commission to your Client through the issue of additional New Ordinary Shares. Unless you indicate otherwise below, we will pay your Introductory Commission in full. Please select from one of the below boxes.
| I wish to rebate | 0% | 25% | 50% | 75% | 100% | of the introductory commission to the Applicant. |
|---|---|---|---|---|---|---|
| ------------------ | ---- | ----- | ----- | ----- | ------ | -------------------------------------------------- |
The Hargreave Hale AIM VCTs can facilitate the payment of an Adviser Charge to you in accordance with the Terms and Conditions of the Adviser Charge Agreement described on pages 58 to 60. The Adviser Charge is treated separately to the Applicant's investment and will not attract any income tax relief.
Worked Examples:
Please indicate below whether or not you require the VCTs to facilitate the payment of an Adviser Charge.
We will not be taking a fee from the Applicant in relation to this application.
We have made separate arrangements with the Applicant for the payment of an Adviser Charge in relation to this application.
We require the VCT(s) to facilitate the payment of an Adviser Charge in accordance with our client's instruction (as detailed in Section 7).
| You can elect to have your Commission or Adviser Fee paid by cheque or transferred directly to your bank or building society accounts. | ||||
|---|---|---|---|---|
| Please send all payments by cheque to the address listed in section 11a. | ||||
| Please send all payments by bank transfer to the bank or building society account detailed below. | ||||
| Name of Bank/Building Society: |
||||
| Title of Branch: | ||||
| Account Name: | ||||
| Account Number: | ||||
| Sort Code: | ||||
| Branch Address: |
By signing this form the Financial Intermediary confirms that (i) the information set out by it at Section 11 are correct (ii) it agrees to the Terms and Conditions of the Adviser Charge Agreement (to the extent applicable to it) and (iii) if applicable, it agrees to the rebate of commission indicated by it at Section 11d of this Applicable Form.
| Signature: | Date: |
|---|---|
Sir Aubrey Thomas Brocklebank Bt. David Michael Brock Giles St George Hargreave
in all cases of: Accurist House 44 Baker Street London W1U 7AL
Accurist House 44 Baker Street London W1U 7AL
Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA
Stuart Brookes 9-11 Neptune Court Hallam Way Blackpool FY4 5LZ
The Royal Bank of Scotland plc 5th Floor Kirkstane House 139 St Vincent Street Glasgow G2 5JF
Philip Hare & Associates LLP 4 – 6 Staple Inn High Holborn London WC1V 7QH
Brokers to the Companies Nplus 1 Singer Advisory LLP 1 Bartholomew Lane London EC2N 2AX
Promoter Portunus Investment Solutions 54 Broadwick Street London W1F 7AH
David Alan Hurst-Brown Philip Simon Cammerman Giles St George Hargreave
Hargreave Hale Limited 9-11 Neptune Court Hallam Way Blackpool FY4 5LZ
Marketing Adviser and Receiving Agents in Relation to the Offers Hargreave Hale Limited 9-11 Neptune Court Hallam Way Blackpool FY4 5LZ
Howard Kennedy Corporate Services LLP Number 1 London Bridge London SE1 9BG
Hargreave Hale Limited 9-11 Neptune Court Hallam Way Blackpool FY4 5LZ
Howard Kennedy LLP Number 1 London Bridge London SE1 9BG
BDO LLP 55 Baker Street London W1U 7EU
Page 2: Science In Sport plc.
Page 8: Everyman Cinemas plc.
Page 12: Tasty plc.
Page 15: Crown copyright Royal Air Force Typhoon.
Page 19: Mexican Grill Limited.
Page 20: Crown copyright Royal Navy Type 45 Destroyer.
Page 24: Hardide plc.
Page 28: Egdon Resources plc.
Page 30: Pressure Technologies plc.
Page 32: Pressure Technologies plc.
Hargreave Hale AIM VCT 1 plc (incorporate in England and Wales under the Companies Act 1985 with registered number 05206425)
Hargreave Hale AIM VCT 2 plc (incorporate in England and Wales under the Companies Act 1985 with registered number 05941261)
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