AGM Information • Jun 16, 2017
AGM Information
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If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.
If you have sold or otherwise transferred all of your Ordinary Shares in the Companies, please send this document and accompanying Form(s) of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Howard Kennedy Corporate Services LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Companies and no one else and, subject to the responsibilities and liabilities imposed by FSMA, will not be responsible to anyone other than the Companies for providing the protections afforded to clients of Howard Kennedy Corporate Services LLP or for providing advice to any other person in relation to the contents of this document or on any other matter referred to in this document.
(Registered in England and Wales with registered number 3477519)
(Registered in England and Wales with registered number 5528235)
Recommended proposals relating to authorities to allot Ordinary Shares
Notices of the General Meeting of Octopus AIM VCT plc, to be held at 11:15am on 20 July 2017 and Octopus AIM VCT 2 plc, to be held at 11.00am on 27 July 2017, in each case at 33 Holborn, London, EC1N 2HT to approve the Resolutions to effect the Proposals are set out at the end of this document.
To be valid, the Forms of Proxy accompanying this document for the General Meetings (and the power of attorney or other authority (if any) under which they are signed or a notarially certified or office copy of such power or authority) should be returned not less than 48 hours (excluding weekends and public holidays) before the meeting, either by post or by hand (during normal business hours only) to Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
| EXPECTED TIMETABLES | 3 | |
|---|---|---|
| PART I | RISK FACTORS | 4 |
| PART II | LETTER FROM THE CHAIRMEN OF THE COMPANIES | 5 |
| PART III | FURTHER DETAILS ON THE PROPOSALS | 7 |
| PART IV | ADDITIONAL INFORMATION | 9 |
| PART V | DEFINITIONS | 14 |
| NOTICE OF GENERAL MEETINGS | 16 and 19 |
| Offers open | 16 June 2017 |
|---|---|
| Latest time and date for receipt of Forms of Proxy for General Meeting |
11.15am on 18 July 2017 |
| General Meeting | 11.15am on 20 July 2017 |
| First Allotment | 4 August 2017 |
| Deadline for receipt of applications for final allotment in 2017/18 tax year |
5pm on 4 April 2018 |
| Deadline for receipt of applications for final allotment in 2018/19 tax year |
12 noon on 15 June 2018 |
| Admission and dealings of New Shares expected to commence | within 10 Business Days of allotments |
EXPECTED TIMETABLE FOR OCTOPUS AIM VCT 2 PLC
| Offers open | 16 June 2017 |
|---|---|
| Latest time and date for receipt of Forms of Proxy for General Meeting |
11.00am on 25 July 2017 |
| General Meeting | 11.00am on 27 July 2017 |
| First Allotment | 4 August 2017 |
| Deadline for receipt of applications for final allotment in 2017/18 tax year |
5pm on 4 April 2018 |
| Deadline for receipt of applications for final allotment in 2018/19 tax year |
12 noon on 15 June 2018 |
| Admission and dealings of New Shares expected to commence | within 10 Business Days of allotments |
Note:
The dates set out in the expected timetables above may be adjusted by the Companies, in which event details of the new dates will be notified through the Regulatory Information Service. The Boards reserve the right to issue New Shares under the Offers at any time prior to the close of the Offers following the receipt of valid applications.
The risk factors set out below are those which are considered by the Directors to be material to the Proposals and the Companies as at the date of this document and which the Directors believe Shareholders should consider prior to deciding how to cast their votes at the General Meetings but are not the only risks in relation to the Proposals and the Companies. Additional risks and uncertainties relating to the Companies and/or the Proposals that are not currently known to the Directors or that the Directors do not currently consider to be material may also have a material adverse effect on the Companies and the market price of the Shares. Shareholders who are in any doubt about the action they should take should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser without delay.
Completion of the Offers is conditional upon the approval by Shareholders of certain of the Resolutions to be proposed at the General Meetings. There can be no guarantee that this condition will be satisfied and that the Offers will be effective and their resulting benefits realised.
The value of Ordinary Shares can fluctuate and Shareholders may not get back the amount they invested.
The past performance of the Companies and the Manager is no indication of future performance.
Whilst it is the intention of the Boards that the Companies will continue to be managed so as to qualify as venture capital trusts, there can be no guarantee that such status will be maintained. Failure to continue to meet the qualifying requirements could result in Shareholders losing the tax reliefs available for venture capital trust shares, resulting in adverse tax consequences including, if the holding has not been held for the relevant holding period, a requirement to repay the tax reliefs obtained. Furthermore, should the Companies lose their venture capital trust status, dividends and gains arising on the disposal of Ordinary Shares would become subject to tax and the Companies would also lose its exemption from corporation tax on its capital gains.
The tax rules, or their interpretation, in relation to an investment in the Companies and/or the rates of tax may change during the life of the Companies and may apply retrospectively.
The level and basis of relief from taxation may change. The tax reliefs referred to in this document are those currently available and their value depends on the individual circumstances of Shareholders.
Venture capital trusts invest in companies which may not produce the expected returns and investors could get back less than they invested. The value of a venture capital trust depends on the performance of the underlying assets. The value of the investment can rise and fall.
Dividends on the Ordinary Shares will depend on dividends from or other income and capital returns from the Companies' investments and the working capital requirements of the Companies. The income derived from the Ordinary Shares (if any) can go down as well as up.
Tax relief on subscriptions for shares in a VCT is restricted where an investor has disposed of shares in that VCT (or in a VCT which at any time merges with that VCT) within six months (before or after) that subscription. Existing Shareholders should be aware that the sale of existing Octopus AIM Ordinary Shares or Octopus AIM 2 Ordinary Shares within these periods could, therefore, put their income tax relief relating to the Offers at risk.
The Finance (No 2) Act 2015 introduced a maximum age limit for investments (generally 7 years from first commercial sale, or 10 years for Knowledge Intensive Companies), and a maximum amount of Risk Finance State Aid which a company can receive over its lifetime (£12 million, or £20 million for Knowledge Intensive Companies). Companies receiving VCT funds are not permitted to use those funds to acquire shares, businesses or certain intangible assets. These changes may mean that there are fewer opportunities for investment and that the Companies may not be able to provide further investment funds for companies already in their portfolios. Violation of any of these conditions could result in the loss of VCT status by the Companies.
Registered Office:
33 Holborn London EC1N 2HT
16 June 2017
Dear Shareholder,
The purpose of this document is to explain the recommended Proposals and to seek Shareholders' approval for the required authorities.
Towards the end of the 2013/14 tax year, the Companies had a linked top-up offer to raise £4.1 million each. That proved popular and both Companies raised the maximum amount. In August 2014 and December 2015, the Companies issued prospectuses in connection with a linked offer to raise up to £20 million in total with the scope in each case, subject to Directors' approval, to increase the size of the offer by a further £10 million, which also proved popular, with the Companies raising the sums of £28.8 million and £29.5 million in aggregate respectively. Earlier this year the Companies had a linked top-up offer and each raised £4.3 million. Given the success of those linked offers and that the Manager's expectation is, at present, for a continued high level of AIM flotations and investment opportunities, the Boards have decided to offer a further chance to invest in the Companies through a joint prospectus to raise up to £30 million in total which the Boards and the Manager believe can be invested to continue the progress in the growth in the Companies' NAVs seen in the last few years. Should the Offers prove to be successful there will be scope, subject to Directors' approval, to increase the size of the Offers by a further £10 million.
At the General Meetings, Resolutions will be proposed to give the Directors the authority to allot Ordinary Shares under the Offers and the Companies' dividend reinvestment schemes whilst disapplying pre-emption rights. These Resolutions are detailed in Part III of this Circular.
Before taking any action, you are recommended to read the information set out in Parts III and IV of this document.
Enclosed with this Circular are Forms of Proxy for use at the General Meetings. You are asked to complete and return the Forms of Proxy relating to the relevant General Meeting.
Whether or not you propose to attend the General Meetings, you are requested to complete and return the Forms of Proxy so that they are received not less than 48 hours (excluding weekends and public holidays) before the relevant General Meeting. Completion and return of a Form of Proxy will not prevent you from attending the meeting and voting in person should you wish to do so.
Given the performance of the Companies to date and the investment opportunities that the Manager believes exist both within their portfolios and to add to them, the Boards believe that further fundraising at this time is important to the ongoing success of the Companies. The Boards believe that all the Proposals are in the best interests of the Shareholders as a whole and recommend to their respective Shareholders to vote in favour of the Resolutions. Those Directors holding Ordinary Shares have committed to vote in favour of all of the Resolutions in respect of their own beneficial holdings.
Yours faithfully
Roger Smith Chairman of Octopus AIM VCT plc
Yours faithfully
Keith Mullins Chairman of Octopus AIM VCT 2 plc
The approval of the allotment of Ordinary Shares (for both the Offers and the Companies' dividend reinvestment schemes "DRIS"), whilst disapplying pre-emption rights, is required under the Companies Act 2006.
The Offer by each of the Companies is conditional upon Resolutions numbered 1 and 3 being passed by that Company at its General Meeting, but is not conditional upon the Offer proceeding for the other Company. If these resolutions are not passed by either of the Companies, the Offer for that Company only will lapse and all application monies relating to that Company's Offer will be returned.
Subject to the Offers becoming unconditional and remaining open for both Companies, applicants may elect that their applications are allocated 100% to either Company or split 60% to Octopus AIM and 40% to Octopus AIM 2 and in default of any election their subscription will be allocated 60% to Octopus AIM and the remaining 40% to Octopus AIM 2, which reflects the two Companies' relative sizes. The maximum that may be raised by Octopus AIM is £24 million. The maximum that may be raised by Octopus AIM 2 is £16 million. As the Companies near capacity one may be fully subscribed earlier than the other. In the event of an applicant's preferred allocation, or the default allocation, not being possible, that part of an applicant's subscription that cannot be allocated to either Company will, unless an Applicant directs otherwise, be allocated to the other Company. If the Offers do not become unconditional for either Company, subscription monies will, unless an Applicant directs otherwise, be allocated to the other Company. There is no minimum that must be raised in order for the Offers to proceed.
Applications have been made to the UK Listing Authority for the New Shares to be admitted to a premium listing on the Official List and the London Stock Exchange for the New Shares to be traded on the London Stock Exchange's main market for listed securities. The New Shares will be issued in registered form, will be freely transferable in both certificated and uncertificated form and will rank pari passu in all respects.
The Offers will open on 16 June 2017. The deadline for receipt of applications for final allotment in the 2017/18 tax year is 5pm on 4 April 2018 and the deadline for receipt of applications for final allotment in the 2018/19 tax year is noon on 15 June 2018.
Where applications are received for the 2017/2018 tax year, New Shares will be issued and allotted on or before 5 April 2018. For applications received for the 2018/2019 tax year, New Shares will be issued and allotted on or before 15 June 2018. We expect to make the first allotments on 4 August 2017 and at regular intervals thereafter. Admission is expected to commence within 10 business days following such allotment.
Share certificates and certificates to enable investors to claim for income tax relief will be posted within 30 business days of allotment of the New Shares. No temporary documents of title will be issued. The dates may be adjusted by the Companies, and details of the new dates will be notified through the Regulatory Information Service.
Resolutions to allot shares in connection with the Offers, whilst disapplying pre-emption rights, will be proposed at the General Meetings.
Each of the Companies has adopted a dividend reinvestment scheme. Resolutions to allot Ordinary Shares in connection with the DRIS, whilst disapplying pre-emption rights, will be proposed at the General Meetings.
The terms and conditions of each DRIS can be found on the Companies' website: octopusinvestments.com/aimvct. Any shareholder wishing to reinvest their dividends can request a DRIS instruction form by calling Computershare on 0370 703 6325 in respect of Octopus AIM and 0370 703 6326 in respect of Octopus AIM 2. You can cancel this instruction at any time.
Notice of the General Meetings is set out at the end of this document. The Resolutions are as follows:-
Resolution 1 is an ordinary resolution and seeks the approval of Shareholders to authorise the Directors (under Section 551 of the Companies Act 2006) to allot Ordinary Shares up to an aggregate nominal value of £300,000 in Octopus AIM and £3,000 in Octopus AIM 2. This represents 33.2% of the issued share capital of Octopus AIM and 36.4% of the issued share capital of Octopus AIM 2 as at 15 June 2017 (this being the latest practicable date prior to publication of this document). The authority conferred by this Resolution will expire on the date falling 18 months from the date of the passing of this Resolution (unless previously renewed, varied or revoked by the relevant Company in general meeting).
Resolution 2 is an ordinary resolution and seeks the approval of Shareholders to authorise the Directors (under Section 551 of the Companies Act 2006) to allot Ordinary Shares up to an aggregate nominal value of £20,000 in Octopus AIM and £200 in Octopus AIM 2 in connection with the Companies' DRIS. This represents 2.2% of the issued share capital of Octopus AIM and 2.4% of the issued share capital of Octopus AIM 2 as at 15 June 2017 (this being the latest practicable date prior to publication of this document).
The authority conferred by this Resolution will expire on the date falling 18 months from the date of the passing of this Resolution (unless previously renewed, varied or revoked by the relevant Company in general meeting).
Resolution 3 is a special resolution and seeks the approval of Shareholders to disapply pre-emption rights in respect of any Ordinary Shares issued under the authority contained in Resolution 1 above. The authority conferred by this Resolution will expire on the date falling 18 months from the date of the passing of this Resolution (unless previously renewed, varied or revoked by the relevant Company in general meeting).
Resolution 4 is a special resolution and seeks the approval of Shareholders to disapply pre-emption rights in respect of any Ordinary Shares issued under the authority contained in Resolution 2 above. The authority conferred by this Resolution will expire on the date falling 18 months from the date of the passing of this Resolution (unless previously renewed, varied or revoked by the relevant Company in general meeting).
The Directors, whose names appear in paragraph 3 below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
2.1 As at 15 June 2017 (being the latest practicable date prior to the publication of this document), the issued Ordinary Shares of the Companies was as follows:
| Octopus AIM | No. of Ordinary Shares |
90,350,274 |
|---|---|---|
| £ | 903,503 | |
| Octopus AIM 2 | No. of Ordinary Shares |
82,429,702 |
| £ | 8,243 |
2.2 As at 15 June 2017 (being the latest practicable date prior to the publication of this document), no share or loan capital of the Companies was under option or had been agreed, conditionally or unconditionally, to be put under option, nor did the Companies hold any share capital in treasury.
3.1 As at 15 June 2017 (being the latest practicable date prior to publication of this document), the interests of the Directors (and their immediate families) in the issued share capital of their respective Companies were as follows:
| Director | Ordinary Shares | |
|---|---|---|
| Number | % of Ordinary Share Capital | |
| Roger Smith | 20,000 | Less than 0.1 |
| Stephen Hazell-Smith | 136,493 | 0.2 |
| Joanne Parfrey | - | - |
| Neal Ransome | 17,423 | Less than 0.1 |
| Director | Ordinary Shares | |
|---|---|---|
| Number | % of Ordinary Share Capital | |
| Keith Mullins | 204,195 | 0.2 |
| Andrew Raynor | 21,080 | Less than 0.1 |
| Elizabeth Kennedy | 37,380 | Less than 0.1 |
| Alastair Ritchie | 31,809 | Less than 0.1 |
3.2 Each of the Directors has entered into a letter of appointment with the relevant Company of which they are a director, a copy of which is available for inspection at the address set out in paragraph 8 below of this Part IV, for the provision of their services as directors for the fees disclosed in paragraph 3.3 below. The agreements are terminable by either party giving at least three months' notice to the other, subject to retirement by rotation and earlier cessation for any reason under the Articles. There are no commission or profit sharing arrangements and no compensation is payable on termination of the agreements. No amounts have been put aside to provide pensions, retirement or similar benefits to any Directors.
3.3 The current annual remuneration of the Directors is as follows:
| Director | Annual Fees |
|---|---|
| Roger Smith | £25,000 |
| Stephen Hazell-Smith | £20,000 |
| Joanne Parfrey | £20,000 |
| Neal Ransome | £22,500 |
| Octopus AIM VCT 2 | |
| Director | Annual Fees |
| Keith Mullins | £25,000 |
| Andrew Raynor | £22,500 |
| Elizabeth Kennedy | £20,000 |
| Alastair Ritchie | £20,000 |
3.4 Save in respect of the agreements referred to in paragraph 5, no Director has an interest in any transaction effected by any of the Companies since their incorporation which is or was unusual in its nature or conditions or significant to the business of the relevant Company or material to that Company.
4.1 The Companies are not aware of any person, not being a member of its administrative, management or supervisory bodies who, as at the date of this document, is directly or indirectly, interested in 3% or more of the issued share capital of the Companies and who is required to notify such interest in accordance with the Disclosure Guidance & Transparency Rules or who directly or indirectly controls any of the Companies.
5.1 The following are (a) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by the Companies within the two years preceding date of publication of this document and which are or may be material to the Companies, and (b) the only contracts, not being contracts entered into in the ordinary course of business, that have been entered into by the Companies at any time and which contain any provisions under which the Companies have any obligation or entitlement which are material to the Companies as at the date of this document.
5.1.1 An agreement dated 16 June 2017 between Octopus AIM (1), the Directors of Octopus AIM (2), the Manager (3) and Howard Kennedy (4) pursuant to which Howard Kennedy agreed to act as sponsor to Octopus AIM in respect of the Offers and the Manager agreed to use reasonable endeavours to procure subscribers for New Shares under the Offers. Under the agreement the Manager is paid an initial fee of up to 5.5% of the funds received by Octopus AIM under the Offers (such a fee to be reduced in relation to applications from investors who are existing, or who were previously, shareholders of any Octopus VCT) and an ongoing fee of 0.5% per annum of the most recently announced NAV multiplied by the number of New Shares allotted to investors who have invested directly into Octopus AIM and not through a financial intermediary, the cost of this ongoing charge being met through a reduction in the annual management fee of Octopus, and the Manager has agreed to discharge all the external costs of advice and their own costs in respect of the Offers. Under this agreement certain warranties have been given by Octopus AIM, the Directors of Octopus AIM and the Manager to Howard Kennedy. Octopus AIM has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the Offers is untrue, any material omission from that prospectus arises or any breach of warranty occurs.
to Octopus AIM 2 in respect of the 2015 Offers and the Manager agreed to use reasonable endeavours to procure subscribers for Ordinary Shares under the 2015 Offers. Under the agreement the Manager was paid an initial fee of up to 5.5% of the funds received by Octopus AIM 2 under the 2015 Offers (such a fee to be reduced in relation to applications from investors who are existing, or who were previously, shareholders of any Octopus VCT) and an ongoing fee of 0.5% per annum of the most recently announced NAV multiplied by the number of Ordinary Shares allotted to investors under the 2015 Offers who have invested directly into Octopus AIM 2 and not through a financial intermediary, the cost of this ongoing charge being met through a reduction in the annual management fee of Octopus, and the Manager agreed to discharge all the external costs of advice and their own costs in respect of the 2015 Offers. Under this agreement certain warranties were given by Octopus AIM 2, the Directors of Octopus AIM 2 and the Manager to Howard Kennedy. Octopus AIM 2 agreed to indemnify Howard Kennedy in respect of its role as sponsor to the 2015 Offers. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any statement in the prospectus relating to the 2015 Offers is untrue, any material omission from that prospectus arises or any breach of warranty occurs.
7.2 Octopus AIM 2 was incorporated and registered in England and Wales on 4 August 2005 with limited liability as a public limited company under the CA 1985 with registered number 5528235.
7.3 Statutory accounts of the Companies, for the years ended 28 February 2015, 29 February 2016 and 28 February 2017 in the case of Octopus AIM and for the years ended 30 November 2014, 30 November 2015 and 30 November 2016 in the case of Octopus AIM 2, in respect of which the Companies' auditors have made unqualified reports under CA 2006, have been delivered to the Registrar of Companies. BDO LLP were the Companies' auditors in respect of these accounts.
Copies of the following documents will be available for inspection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document until the close of the Offers at the registered office of the Companies and Howard Kennedy:
16 June 2017
| "2013 Offers" | the offer for subscription by the Companies as set out in prospectuses dated 1 February 2013 issued by the Companies |
|---|---|
| "2014 Offers" | the offer for subscription by the Companies as set out in a prospectus dated 29 August 2014 issued by the Companies |
| "2014 Top-Up Offers" | the top up offers for subscription by the Companies as set out in an offer document dated 3 February 2014 issued by the Companies |
| "2013 Offer Agreements" |
the offer agreements dated 1 February 2013 between each of the Companies, the directors of the Companies, the Manager and Howard Kennedy relating to the 2013 Offers |
| "2014 Offer Agreements" |
the offer agreements dated 29 August 2014 between each of the Companies, the directors of the Companies, the Manager and Howard Kennedy relating to the 2014 Offers |
| "2014 Top-Up Offer Agreements" |
the offer agreement between each of the Companies and the Manager relating to the 2014 Top-Up Offers |
| "Articles" | the articles of association of the relevant Company, as amended from time to time |
| "Boards" or "Directors" | the boards of directors of the Companies |
| "Business Days" | any day (other than a Saturday) on which clearing banks are open for normal banking business in sterling |
| "CA 2006" | Companies Act 2006 |
| "CA 1985" | Companies Act 1985 |
| "Circular" | this document |
| "Companies" | Octopus AIM and Octopus AIM 2 |
| "Dividend Reinvestment Schemes" or "DRIS" |
the dividend reinvestment schemes that the Companies have adopted details of which are set out in Part III |
| "FCA" | the Financial Conduct Authority |
| "FSMA" | the Financial Services and Markets Act 2000 |
| "General Meetings" | the general meetings of the Companies convened for 20 July 2017 in respect of Octopus AIM and 27 July 2017 in respect of Octopus AIM 2 (or any adjournment(s) thereof) (and each a "General Meeting") |
| "Howard Kennedy" | Howard Kennedy Corporate Services LLP |
| "ITA 2007" | Income Tax Act 2007, as amended |
| "Knowledge Intensive Companies" |
a company satisfying the conditions in Section 331(A) of Part 6 ITA 2007 |
| "Listing Rules" | the listing rules of the UKLA |
| "London Stock Exchange" |
London Stock Exchange plc |
| "New Shares" | the new Ordinary Shares to be issued pursuant to the Offers |
|---|---|
| "NAV" | net asset value |
| "Octopus" or the "Manager" |
Octopus Investments Limited, the investment manager to the Companies, registered in England and Wales under number 03942880 whose principal office is at 33 Holborn, London EC1N 2HT |
| "Octopus AIM" | Octopus AIM VCT plc, registered in England and Wales under number 3477519 whose principal office is at 33 Holborn, London EC1N 2HT |
| "Octopus AIM 2" | Octopus AIM VCT 2 plc, registered in England and Wales under number 5528235 whose principal office is at 33 Holborn, London EC1N 2HT |
| "Octopus VCT" | any venture capital trust (whether it still exists or not) which is, or was at any time, managed by Octopus |
| "Offers" | the offer for subscription by the Companies as set out in a prospectus dated 16 June 2017 issued by the Companies |
| "Official List" | the official list of the UKLA |
| "Ordinary Shares" | ordinary shares of 1p each in the capital of the Octopus AIM and ordinary shares of 0.01p each in the capital of the Octopus AIM 2 (and each an "Ordinary Share") |
| "Proposals" | the proposals of the Companies set out in this Circular |
| "quoted" | quoted on the London Stock Exchange's market for listed securities, AIM or the NEX Exchange |
| "Regulatory Information Service" |
a regulatory information service that is on the list of regulatory information services maintained by the FCA |
| "Resolutions" | the resolutions to be proposed at the General Meetings |
| "Risk Finance State Aid" | State aid received by a company as defined in Section 280B (4) of ITA 2007 |
| "Shareholder" | a holder of Ordinary Shares |
| "UK" | the United Kingdom |
| "UKLA" or "UK Listing Authority" |
the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Market Act 2000 |
| "venture capital trust" or "VCT" |
a company satisfying the requirements of Chapter 3 of Part 6 of ITA 2007 for venture capital trusts |
(Registered in England and Wales with registered number 3477519)
NOTICE IS HEREBY GIVEN that a general meeting of Octopus AIM VCT plc (the "Company") will be held at 11:15 am on 20 July 2017 at 33 Holborn, London EC1N 2HT for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as to resolutions 1 and 2 as ordinary resolutions and as to resolutions 3 to 4 as special resolutions:
Dated 16 June 2017
By order of the Board Registered Office: Nicola Board Secretary
33 Holborn London EC1N 2HT
Information regarding the General Meeting, including the information required by section 311A of CA 2006, is available from: www.octopusinvestments.com
A resolution may properly be moved or a matter may properly be included in the business unless:
Such a request may be in hard copy form or in electronic form, and must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than six weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
(Registered in England and Wales with registered number 5528235)
NOTICE IS HEREBY GIVEN that a general meeting of Octopus AIM VCT 2 plc ("the Company") will be held at 11.00am on 27 July 2017 at 33 Holborn, London EC1N 2HT for the purposes of considering and, if thought fit, passing the following resolutions, which will be proposed as to resolutions 1 and 2 as ordinary resolutions and as to resolutions 3 to 4 as special resolutions:
Dated 16 June 2017
By order of the Board Registered Office: Nicola Board Secretary
33 Holborn London EC1N 2HT
Information regarding the General Meeting, including the information required by section 311A of CA 2006, is available from: www.octopusinvestments.com
A resolution may properly be moved or a matter may properly be included in the business unless:
Such a request may be in hard copy form or in electronic form, and must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than six weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
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