Prospectus • Jan 29, 2019
Prospectus
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Offer for subscription to raise up to £20 million through the issue of up to 25 million New Shares AIM VCT PLC Offer for subscription to raise up to £15 million with an over-allotment facility to raise up to a further £10 million
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 intermediary authorised pursuant to the Financial Services and Markets Act 2000 (FSMA).
This document, comprising a prospectus dated 29 January 2019 issued by Unicorn AIM VCT plc (Company), has been prepared in accordance with the Prospectus Rules made under Part VI of FSMA and has been approved for publication by the Financial Conduct Authority (FCA) under section 87 of FSMA and the Prospectus Rules. This document has been prepared for the purposes of complying with the prospectus directive, English law and the rules of the UK Listing Authority and the information disclosed may not be the same as that which would be disclosed if this document had been prepared in accordance with the laws of a jurisdiction outside England.
The Company and the Directors, whose names appear on the inside back cover of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Persons receiving this document should note that, in connection with the Offer, Panmure Gordon (UK) Limited (Panmure Gordon) is acting as sponsor for the Company and Unicorn Asset Management Limited (Unicorn AM) is acting as promoter to the Offer and, (in each case, for no-one else) are both authorised and regulated in the United Kingdom by the FCA and will not (subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder) be responsible to any other person for providing the protections afforded to customers of Panmure Gordon and Unicorn AM (respectively) for providing advice in connection with the Offer.
Shakespeare Martineau LLP, which is regulated in the United Kingdom by the Solicitors Regulation Authority, is acting as legal adviser to the Company and no-one else and will not be responsible to any other person for providing advice in connection with any matters referred to herein.
Application has been made to the UK Listing Authority for all of the New Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for such New Shares to be admitted to trading on its main market for listed securities. It is expected that such admission to the Official List will become effective and that dealings in the New Shares will commence within three business days following allotment. The Company's existing issued Shares are traded on the London Stock Exchange's main market for listed securities.
(Registered in England and Wales with registered number 04266437)
The attention of prospective investors in the Company who are resident in, or citizens of, territories outside the United Kingdom is drawn to the information under the heading ''Overseas Shareholders'' in paragraph 5 of Part VIII of this document. The New Shares will not be registered under the United States Securities Act 1933 or the United States Investment Company Act 1990, and no action has been, or will be, taken in any jurisdiction by, or on behalf of the Company, Unicorn AM or LGBR Capital London Limited (LGBR Capital), the distributor for the Offer, which would permit a public offer of the New Shares in any jurisdiction other than the United Kingdom, nor has any such action been taken with respect to the possession or distribution of this document other than in the United Kingdom.
Copies of this Prospectus (and any supplementary prospectus published by the Company) are available free of charge from the national storage mechanism (www.morningstar.co.uk/uk/NSM) and from Unicorn AM and LGBR Capital:
Unicorn Asset Management Limited LGBR Capital London Limited First Floor Office, Preachers Court Candlewick House The Charterhouse, Charterhouse Square 120 Cannon Street London EC1M 6AU London EC4N 6AS telephone: 020 7253 0889 telephone: 020 3195 7100 download: www.unicornam.com download: www.lgbrcapital.com email: [email protected] email: [email protected]
The procedure for, and the terms and conditions of, application under this Offer are set out at the end of this document together with the Application Form. Completed Application Forms must be posted or delivered by hand (during normal business hours only) to the receiving agent, The City Partnership (UK) Limited, 110 George Street, Edinburgh EH2 4LH (Receiving Agent). The Offer opens on 29 January 2019 and will close at 5.30 p.m. on 4 April 2019 (or, if earlier, as soon as the Offer is fully subscribed or otherwise at the Board's discretion).
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 12 TO 14.
| SUMMARY | |||
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| RISK FACTORS | 12 | ||
| OFFER TIMETABLE, STATISTICS & COSTS | |||
| LETTER FROM THE CHAIRMAN 16 |
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| PART I INVESTMENT OPPORTUNITY |
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| PART II | THE OFFER | 23 | |
| PART III | THE BOARD AND THE INVESTMENT MANAGER | 26 | |
| PART IV | INVESTMENT OBJECTIVE AND POLICY | 28 | |
| PART V | MANAGEMENT AND ADMINISTRATION | 29 | |
| PART VI | LARGEST INVESTMENTS | 31 | |
| PART VII | TAXATION | 33 | |
| PART VIII | ADDITIONAL INFORMATION | 37 | |
| PART IX | DEFINITIONS | 58 | |
| PART X APPLICATION FOR NEW SHARES AND APPLICATION PROCEDURES |
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| APPLICATION FORM | 67 | ||
| CORPORATE INFORMATION | 71 | ||
Summaries are made up of disclosure requirements known as 'Elements'. These Elements are numbered in Sections A to E.
This summary contains all of the Elements required to be included in a summary for the type of shares being issued pursuant to the prospectus issued by the Company (as defined below) (Prospectus) containing an offer for subscription (Offer) of ordinary shares in the Company (New Shares) and the Company being a closed-ended investment fund. Some of the Elements are not required to be addressed and, as a result, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in this summary, it is possible that no relevant information can be given regarding that Element. In these instances, a short description of the Element is included, together with an appropriate 'Not applicable' statement.
| A | Introduction and Warnings | |
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| A1 | Warning | This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities of the Company should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a Court, the plaintiff investor might, under the national legislation of member states of the European Union, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. |
| A2 | Use of Prospectus by financial intermediaries for subsequent resale or final placement |
The Company and the Directors consent to the use of the Prospectus, and accept responsibility for the content of the Prospectus, with respect to subsequent resale or final placement of securities by financial intermediaries, from the date of the Prospectus until the close of the Offer. The Offer will close on or before 5.30 p.m. on 4 April 2019, unless previously fully subscribed or closed earlier by the Directors. There are no conditions attaching to this consent. Financial intermediaries must give investors information on the terms and conditions of the Offer at the time they introduce the Offer to investors. |
| B | Issuer | |
|---|---|---|
| B1 | Legal and commercial name |
Unicorn AIM VCT plc (Company). |
| B2 | Domicile / Legal form / Legislation / Country of incorporation |
The Company is a public limited liability company which is registered in England and Wales with registered number 04266437. The principal legislation under which the Company operates is the Companies Act 2006 (and regulations made thereunder). |
| B5 | Group description | Not applicable. The Company is not part of a group. |
| B6 | Material Shareholders / Differing voting rights / Control |
The Company has no material shareholders with different voting rights. All shareholders in the Company (Shareholders) have the same voting rights in respect of the share capital of the Company. As at 28 January 2019 (this being the latest practicable date prior to publication of this document), the Company is not aware of any person who, directly or indirectly, has or will have an interest in the capital of the Company or voting rights which is notifiable under UK law (under which, pursuant to Companies Act 2006 and the Listing Rules and Disclosure and Transparency Rules of the FCA, a holding of 3% or more in a Company will be notified to the Company). |
| B7 | Selected financial information and |
Certain selected historical information of the Company is set out below: | ||||
|---|---|---|---|---|---|---|
| statement of any significant changes |
Year Ended 30 September 2016 (audited) (£'000) |
Year Ended 30 September 2017 (audited) (£'000) |
Year Ended 30 September 2018 (audited) (£'000) |
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| Investment income | £2,360 | £3,115 | £3,004 | |||
| Net revenue on ordinary activities before taxation |
£1,078 | £1,710 | £1,405 | |||
| Revenue earnings per Share | 1.22p | 1.75p | 1.20p | |||
| Dividends paid per Share | 6.25p | 9.25p* | 6.50p | |||
| Total assets | £147,743 | £175,506 | £201,428 | |||
| NAV per Share | 160.5p | 163.1p | 171.8p | |||
| The Company's net asset value per Share increased from 155.6p as at 30 September 2015 to 171.8p as at 30 September 2018 and dividends of 22p in aggregate have been paid per Share between 1 October 2015 and 30 September 2018. The higher dividend paid during the year ended 30 September 2017 is a result of the decision by the Board to pay dividends twice-yearly. Save as set out in this paragraph, there have been no significant change in the financial condition and operating results of the Company during the period 1 October 2015 to 30 September 2018. Save for the reduction in the Company's audited net assets from £201.4 million (171.8p per Share) as at 30 September 2018 to unaudited net assets of £165.6 million (141.7p per Share) as at 31 December 2018 (this being a reduction over the period of 17.5% to the net asset value per Share, which reflects a fall in the FTSE AIM All-Share Index of 21.5% over the same period, there has been no significant change in the financial condition and operating results of the Company since 30 September 2018, the date to which the last audited financial information on the Company has been made up to, to the date of this document. The Company's unaudited net asset value per Share as at 31 December 2018 was 141.7p (this being the latest net asset value per Share published by the Company as at the date of this document). |
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| B8 | Key pro forma financial information |
Not applicable. There is no pro forma financial information in the Prospectus. | ||||
| B9 | Profit forecast | Not applicable. There are no profit forecasts in the Prospectus. | ||||
| B10 | Qualifications in the audit report |
Not applicable. There were no qualifications in the audit reports for the Company in the years ended 30 September 2016, 2017 and 2018. |
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| B11 | Insufficient working capital |
Not applicable. The Company is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document. |
| B34 | Investment objective and policy, including investment restrictions |
Investment objective The Company's objective is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maintaining a steady flow of dividend distributions to Shareholders from the income as well as capital gains generated by the portfolio. It is also the objective that the Company should continue to qualify as a Venture Capital Trust, so that Shareholders benefit from the taxation advantages that this brings. To achieve this, at least 70% (80% for accounting periods commencing after 5 April 2019) of the Company's total assets are to be invested in qualifying investments of which 70% by VCT value (30% in respect of investments made before 6 April 2018 from funds raised before 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules) to dividends or return of capital and no rights to redemption. Investment policy In order to achieve the Company's investment objective, the Board has agreed an investment policy which requires the Investment Manager to identify and invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM that display a majority of the following characteristics: experienced and well-motivated management; • products and services supplying growing markets; • sound operational and financial controls; and • potential for good cash generation to finance ongoing development and support for a • progressive dividend policy. Asset allocation and risk diversification policies, including maximum exposures, are to an extent governed by prevailing VCT legislation. No single holding may represent more than 15% (by VCT value) of the Company's total investments and cash, at the date of investment. There are a number of VCT conditions which need to be met by the Company which may change from time to time. The Investment Manager will seek to make qualifying investments in accordance with such requirements. Asset mix Where capital is available for investment while awaiting suitable VCT qualifying opportunities, or is in excess of the 70% VCT qualification threshold (80% for accounting periods commencing after 5 April 2019), it may be held in cash or invested in money market funds, collective investment vehicles or non-qualifying shares and securities of fully listed companies registered in the UK. Borrowing To date the Company has operated without recourse to borrowing. The Board may, however, consider |
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| the possibility of introducing modest levels of gearing up to a maximum of 10% of the adjusted capital and reserves, should circumstances suggest that such action is in the interests of Shareholders. |
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| B35 | Borrowing limits | The articles of association of the Company restrict borrowings to 10% of the adjusted capital and reserves (as defined therein). The Company, however, has never borrowed and the Board currently has no plans to undertake any borrowing. |
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| B36 | Regulatory status | The Company is subject to the provisions of the Companies Act 2006 and UK law generally, its Shares are listed on the premium segment of the Official List and, as a qualifying VCT, the Company is subject to regulation by HMRC in order to retain such status. |
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| The Company is not authorised by the FCA or an equivalent European Economic Area regulator. However the Company is an alternative investment fund for the purposes of the EU Alternative Investment Fund Managers Directive (Directive 2011/61/EU), has registered itself as a small alternative investment fund manager with the FCA and is subject to the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773). |
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| B37 | Typical investor | A typical investor in the Company will be a UK taxpayer who is aged 18 or over and who already has a portfolio of VCT and non-VCT investments (such as unit trusts, OEICs, investment trusts and direct shareholdings in listed and non-listed companies). The investor should be comfortable with the risks associated with an investment in a VCT and be willing to retain the investment for at least five years (in order to retain their upfront income tax relief). |
| B38 | Investments of 20% or more in a single company |
Not applicable. The Company does not have any investments which represent more than 20% of its gross assets in a single company or group. |
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| B39 | Investments of 40% or more in a single company |
Not applicable. The Company does not have any investments which represent more than 40% of its gross assets in a single company or group. |
| B40 | Service providers | Unicorn Asset Management Limited (Unicorn AM) has been appointed the investment manager to the Company. |
| Up to 30 September 2018, Unicorn AM received an annual management fee of an amount equal to 2.0% of the net assets of the Company excluding the value of any investments made by the Company in other Unicorn AM managed funds (together with any applicable VAT). The fee was calculated and paid quarterly in advance. If the Company raised further funds during a quarter, the net assets for the relevant quarter were increased by an amount equal to the amount raised (net of costs) multiplied by the percentage of days in that quarter after the funds were raised. |
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| From 1 October 2018, Unicorn AM receives an annual management fee of an amount equal to 2.0% of the net assets of the Company up to net assets of £200 million and 1.5% of the amount of the net assets of the Company in excess of £200 million (together with any applicable VAT). The value of any investments made by the Company in other Unicorn AM managed funds are excluded from the value of the net assets of the Company. The fee is calculated and paid quarterly in arrears. If the Company raises further funds during a quarter, the net assets for the relevant quarter are reduced by an amount equal to the amount raised (net of costs) multiplied by the percentage of days in that quarter prior to the funds being raised. |
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| The Company's normal annual expenses are approximately 2.2% of the average net assets of the Company (based on the financial year ended 30 September 2018) but were, in any event, capped at an amount equal to 3.6% of net assets as at the end of each financial year to 30 September 2018, with the cap reduced to 2.75% of the net assets of the Company as at the end of each financial year thereafter. Any excess over this amount will be borne by the Investment Manager. Annual expenses include those incurred by the Company in the ordinary course of its business (including management and administration fees, Directors' remuneration, fees payable to the registrar, stockbroker, auditor, solicitors and the VCT status adviser). Annual expenses do not include trail commission. |
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| In recognition of the increasing net assets of the Company over the last few years and, following discussions with the Board, Unicorn AM agreed to waive its entitlement to possible future performance incentive fees and the performance incentive arrangements were terminated in July 2017. |
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| ISCA Administration Services Limited was appointed to provide administration services on 1 September 2014 and is the appointed company secretary to the Company and is currently entitled to an annual fee of £165,000. |
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| Following a review of service providers, the Board has decided to appoint The City Partnership (UK) Limited to replace Link Asset Services as the Company's registrar. The change of registrar will take effect on 1 March 2019. |
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| B41 | Regulatory status of Unicorn AM |
Unicorn AM is registered in England and Wales as a private limited liability company under number 03919499. Unicorn AM is authorised and regulated by the Financial Conduct Authority, with registered number 192164. |
| B42 | Calculation of net asset value |
The Company's net asset value is calculated on a monthly basis, which is published on the Company's website (www.unicornaimvct.co.uk). The Company also publishes, on a monthly basis, its net asset value on an appropriate regulatory information service. If for any reason valuations are suspended, shareholders will be notified in a similar manner. |
| B43 | Umbrella collective investment scheme |
Not applicable. The Company is not part of an umbrella collective investment scheme. |
| B44 | Absence of financial statements |
Not applicable. The Company has commenced operations and published financial statements. |
| B45 | Investment portfolio | The Company invests predominantly in a diverse portfolio of AIM quoted companies. A summary of the Company's portfolio is set out below: |
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| Unaudited net Assets* (£m) |
Unaudited NAV per Share* (p) |
Cumulative Dividends Paid** (p) |
Unaudited Total Return*** (p) |
Number of Investments* |
Investments at Fair Value* (£m) |
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| 165.6 | 141.7 | 48.0 | 189.7 | 105 | 162.5 | ||
| * as at 31 December 2018 (unaudited). since 9 March 2010, the date on which its share classes were merged and the Company merged with Unicorn AIM VCT II plc. * unaudited net asset value per Share as at 31 December 2018, plus dividends paid per Share since 9 March 2010. |
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| B46 | Most recent NAV per Share |
As at 31 December 2018, the unaudited NAV per Share was 141.7p. |
| C | Securities | ||||
|---|---|---|---|---|---|
| C1 | Description and class of securities. |
The securities being offered pursuant to the Offer are ordinary shares of 1p each in the capital of the Company (ISIN: GB00B1RTFN43) (Share). |
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| C2 | Currency | The Company's share capital comprises ordinary shares of £0.01 (GBP) each. | |||
| C3 | Shares in issue | 116,664,993 Shares are in issue at the date of this document (all fully paid up). The maximum number of New Shares to be issued pursuant to the Offer is 25 million. |
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| C4 | Description of the rights attaching to the securities |
The New Shares in the Company will rank equally in all respects with each other and with the existing share capital of the Company from the date of issue of such New Shares. |
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| C5 | Restrictions on transfer |
The New Shares will be listed on the premium segment of the Official List and, as a result, will be freely transferable. |
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| C6 | Admission | Application has been made to the UK Listing Authority for the New Shares to be listed on the premium segment of the Official List and will be made to the London Stock Exchange for such shares to be admitted to trading on its main market for listed securities. It is anticipated that dealings in the New Shares will commence within three business days following allotment. |
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| C7 | Dividend policy | The Board has a policy of maintaining a steady flow of dividend distributions to Shareholders and intends to continue with this policy. However, the ability of the Company to pay dividends in the future cannot be guaranteed and no forecast or projection is to be implied or inferred. After careful consideration, and after taking into account the views of the Company's Shareholders, the Board has, since August 2017, moved to making dividend payments twice-yearly. |
| D | Risks | |||
|---|---|---|---|---|
| D2 | Key information on the risks specific to the Company |
Company While it is the intention of the Board that the Company will continue to be managed so as to • qualify as a VCT, there can be no guarantee that the Company's status will be maintained. A failure to meet the qualifying requirements could result in the loss of tax reliefs previously obtained. |
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| The tax rules, or their interpretation, in relation to an investment in the Company and/or the • rates of tax may change during the life of the Company and can be retrospective and may increase as a result of Brexit. |
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| Additional requirements relating to investment by VCTs have been introduced over the • last few years. These include restrictions on the type of non-qualifying investments a VCT can make, a maximum age limit for investee companies (first state-aided investment to be within seven years of the first commercial sale, or ten years from the end of the accounting period in which the company revenues were greater than £200,000 for 'knowledge intensive' companies) and a maximum amount of state-aided investment of £12 million (or £20 million for 'knowledge intensive' companies) for investments by a VCT into qualifying companies. In addition, there is a restriction on investee companies using VCT funds to purchase existing shares in another company, an existing business or an existing trade. These changes could restrict the pipeline of potential investee companies available to the Company, the structure of those investments and the ability to make follow on investments in certain existing portfolio companies. They may also affect the profile of the Company's new investments. The Company is likely to face greater competition for a smaller number of available investment opportunities going forward as a result of these legislative changes. |
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| Any change in governmental, economic, fiscal, monetary or political policy, in particular • government spending reviews and cuts, could materially affect, directly or indirectly, the operation of the Company and/or the performance of the Company and the portfolio of companies in which it invests and the value of and returns from Shares and/or its ability to maintain VCT status. |
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| Economic and global geopolitical uncertainty has increased in recent months as a result of • the ongoing Brexit negotiations and certain policies of the current US administration. This heightened level of uncertainty, together with the slow-down of growth in China, is adversely affecting, and is likely to continue to adversely affect, the performance of companies in which the Company has invested or may invest. This may also negatively impact on the number or quality of investment opportunities available to the Company. |
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| Investment in AIM-traded, NEX Exchange market-traded companies and unquoted companies, • by its nature, involves a higher degree of risk than investment in companies listed on the Official List. The fact that a share is traded on AIM or NEX Exchange markets does not guarantee its liquidity and there may be difficulties in valuing and realising such securities. |
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| There can be no guarantee that the Company's investment objectives will be achieved or that • new investment opportunities will be available. In particular, investors should be aware of the additional restrictions introduced over the last three years (as referred to above) which restrict the availability of opportunities for investment and, as a result, may adversely affect performance and returns. |
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| Currently a VCT is required to have at least 70% of its total assets invested in qualifying VCT • investments. For accounting periods commencing after 5 April 2019, this 70% threshold will be increased to 80%. This will result in an increased level of the Company's assets being in earlier stage venture capital investments which may adversely affect the level of returns which might otherwise have been achievable. In addition, this will result in a reduction to the amount of assets the Company retains in more liquid investments for the purposes of follow-on investments and/or for working capital purposes. |
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| Over recent years, the Government has continued to direct VCT investment away from • lower risk areas and into early-stage businesses that genuinely require scale-up capital. New investment is, therefore, now required to be targeted towards younger, less well-established businesses, which means they tend to be loss-making. New investments by the Company will inevitably be higher risk and, as a consequence, likely to experience more extreme investment outcomes. As a result, the Board and the Investment Manager anticipate a higher percentage of failure rate from these newer investments which may adversely affect the level of returns. |
| D3 | Key information on the risks specific to the securities |
Securities The value of Shares, and the income from them, can fluctuate and investors may not get back • the amount they invested. It is unlikely that the market price of the Shares will fully reflect the underlying NAV. In addition, there is no guarantee that dividends will be paid or that any stated dividend objective will be met. |
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| Although the existing Shares issued by the Company have been (and it is anticipated that • the New Shares in the Company to be issued pursuant to the Offer will be) admitted to the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities, there may not be a liquid market and investors may find it difficult to realise their investments. Investment in the Company should be seen as a long term investment. |
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| If qualifying investors dispose of their New Shares within five years of issue, they will be subject • to clawback by HMRC of any income tax reliefs originally claimed. |
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| Should the Company fail to maintain approval as a VCT before Qualifying Investors have held • their New Shares for five years, any income tax relief obtained on the amount subscribed in the Company will have to be repaid by such investors. Dividends paid in an accounting period where VCT status is lost will become taxable and a Qualifying Investor will generally be liable to income tax on the amount of the dividends paid in subsequent periods unless VCT status is regained. |
| E | Offer | |
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| E1 | Offer net proceeds | The total expenses payable by the Company in connection with the Offer (including VAT where applicable) will be an amount equal to 2.5% of the Application Amounts in respect of Applications accepted under the Offer (less any fees waived by the Investment Manager in respect of particular Applications), plus 'execution-only' initial commission and annual trail commission. The total expenses will, therefore, be a maximum of £1.375 million (assuming that the fundraising amount is fully subscribed under the Offer utilising the over-allotment facility and assuming that the maximum amount of initial commission of 3% is payable to 'execution-only' financial intermediaries in respect of all investors, but excluding annual trail commission). The maximum net proceeds will, on the same basis, amount to £23.625 million (this being the maximum £25 million being raised by the Company less the total maximum expenses of £1.375 million). |
| E2a | Reasons for the Offer | The Board believes that: |
| and use of proceeds | The Company offers access to a diversified and maturing portfolio of companies, which the • Investment Manager believes have the potential to develop and grow. |
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| Despite the challenging economic conditions, AIM continues to be an attractive source of • financing for innovative, high-quality and growing companies. Many business owners seek a listing on AIM because it is a well regulated market with a diversified investor base that can help to achieve growth and assist in realising the potential of their business. In addition, more realistic pricing in the AIM market is likely to bring investment opportunities. |
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| Notwithstanding the reduction in the Company's net assets and the share prices of portfolio • companies, which reflects market conditions, companies within the portfolio have in general have shown resilience and, in many cases, have grown revenues and earnings. The Board and the Investment Manager remain confident that the portfolio has good growth prospects. |
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| The Investment Manager's experienced investment team continues to see a steady flow of • VCT qualifying opportunities from companies in the AIM market and also in the unquoted sector which may need capital in the medium term, not least because banks continue to limit their lending exposure to smaller companies. |
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| New offers by VCTs continue to offer attractive tax incentives for private investors when • compared to many other types of tax efficient investment. |
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| In order to take advantage of these opportunities, the Board is seeking to raise further funds through the Offer. |
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| The additional funds raised under the Offer will be utilised as follows: | ||
| principally to make new and follow-on investments in accordance with its investment policy; • and |
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| to help meet annual running costs (including the payment of dividends and market purchases • of Shares). |
| E3 | Terms and conditions of the Offer |
The number of New Shares to be allotted to an Applicant under the Offer by the Company will be determined by applying the following allotment formula: |
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| Number of New Shares = A - B - C NAV |
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| Where: | ||||
| A is the Application Amount (this being the amount remitted to the Company with the investor's Application, including any amount requested to be facilitated, as accepted under the Offer) |
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| B is 2.5% of the Application Amount, less any amount of the fee payable to the Investment Manager that may be waived by the Investment Manager at its discretion |
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| C is either: |
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| (i) in respect of advised investors, the amount of any initial adviser charge agreed to be facilitated (up to the maximum amount of 4.5% of the Application Amount); or |
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| (ii) in respect of 'execution-only' investors, the amount of any initial commission agreed to be paid to the 'execution-only' financial intermediary (up to a maximum of 3% of the Application Amount (i.e. 3% of A)) less any amount of initial commission agreed to be waived |
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| NAV is the most recently published NAV per Share at the time of allotment, adjusted for dividends subsequently declared and for which the record date for payment has passed at the time of allotment |
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| The offer price per New Share will be determined by dividing the amount of the investor's Application accepted to be used to subscribe for New Shares (ie the Application Amount, less any amount of initial adviser charge agreed to be facilitated in respect of an advised investor) by the number of New Shares to be issued resulting from the allotment formula. |
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| Advised investors who receive advice from their financial intermediaries can ask for all or part of any initial adviser charge to be facilitated by the Company's receiving agent (subject to a maximum amount equal to 4.5% of the Application Amount). If facilitated, this agreed amount will be deducted from the monies received from the relevant investor and will not qualify for VCT tax relief. |
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| The Investment Manager may agree to waive any part of its fee represented by 2.5% of the Application Amounts in respect of Applications accepted under the Offer as referred to above (this being (B) in the Allotment Formula) in respect of any specific investor or group of investors for the benefit of such investors. This reduction will be applied through the allotment formula. |
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| The Investment Manager and LGBR Capital may agree to pay an initial commission to 'execution only' financial intermediaries (subject to an amount equal to maximum of 3% of the Application Amount). 'Execution-only' financial intermediaries will also normally be paid annual trail commission of an amount equal to 0.375% of the net asset base value of the New Share (subject to a maximum cumulative payment of 2.25% of the offer price of the New Share in question). For this purpose, 'net asset base value' means the net assets attributable to such New Share as determined from the audited annual accounts of the Company as at the end of the preceding financial year. Initial and annual trail commission will only be paid to the extent, permitted under legislation and regulation. The Investment Manager may, with the consent of the Board, agree to pay trail commission on a different basis, providing it does not exceed the maximum cumulative payment of 2.25% of the offer price of the New Share in question. |
||||
| E4 | Description of any interest that is material to the issue |
Not applicable. There are no interests that are material to the issue of New Shares. | ||
| E5 | Name of persons selling securities |
Not applicable. No entity is selling securities in the Company. | ||
| E6 | Amount and percentage of dilution |
The issued share capital of the Company as at the date of this document is 116,664,993. The maximum number of New Shares to be issued by the Company is 25 million. On this basis, the existing Shares would represent 82.4% of the enlarged issued share capital of the Company. The actual number of New Shares will depend on the Offer prices at which such shares are issued subject to the maximum of £25 million (including the over-allotment facility) being raised by the Company. |
| E7 | Expenses charged to the investor. |
The maximum costs of the Offer to an investor (save for annual trail commission, which the Company will be responsible for) will be 2.5% of the Application Amount plus (i) in respect of 'execution-only' investors, any initial commission payable to 'execution-only' financial intermediaries (this being a maximum of 3% of the Application Amount) or (ii) in respect of advised investors, any amount of |
|---|---|---|
| initial adviser charges, which is payable by the investor. |
Prospective investors should consider carefully the following risk factors in addition to the other information presented in this document and the Prospectus as a whole. If any of the risks described below materialise, it could have a material effect on the Company's business, financial condition or results of operations. The risks and uncertainties described below are not the only ones the Company, the Board or investors in the Shares will face. Additional risks not currently known to the Company or the Board, or that the Company or the Board currently believes are not material, may also adversely affect the Company's business, financial condition and results of operations. The value of the Shares could decline due to any of these risk factors described below, and investors could lose part or all of their investment. Investors should consult an independent financial intermediary authorised under FSMA. The attention of prospective investors is drawn to the following risks.
The past performance of the Company or other funds managed or advised by the Investment Manager is not a guide to the future performance of the Company.
There can be no guarantee that the Company's investment objectives will be achieved or that investment opportunities will be available. In particular, investors should be aware of the additional requirements introduced over the last three years (as referred to below) which may restrict the availability of opportunities for investment and, as a result, may adversely affect performance and returns. Investors should be aware that as a result of the additional restrictions, new capital raised by the Company under the current Offer and under future offers being directed towards earlier stage investment which may or may not be profitable at the point of investment.
The value of an investment in the Company, and the income derived from it, may go down as well as up and an investor may not get back the amount they invested. In addition, it is unlikely that the market price of the Shares will fully reflect their underlying NAV. Without the Company undertaking share buy-backs, trading in the Shares is unlikely to be active, so the bid price of the Shares (the price which sellers are likely to be offered in the market) is likely to reflect the price at which the Company may offer to buy Shares back for cancellation. Shareholders should not rely upon any share buy-back policy to provide any certainty of being able to sell their Shares at prices that reflect the underlying NAV since, historically, the Shares have traded at a discount.
Although the existing Shares have been (and it is anticipated that the New Shares to be issued pursuant to the Offer will be) admitted to the Official List of the UK Listing Authority and are (or will be) traded on the London Stock Exchange's main market for listed securities, it is likely that there will not be a liquid market in the New Shares (which may be due to upfront tax relief not being available for VCT shares bought in the market and VCT shares generally trading at a discount to net asset value) and Shareholders may have difficulty in selling their Shares as a result. Shareholders may only be able to realise their investment at a discount to the net asset value per Share or may not be able to sell at all. An investment in the Company should be considered as long-term.
The value of Shares in the Company largely depends on the performance of the Company's underlying assets. The value of the investment and the dividend stream can rise and fall. Shareholders may get back less than the amount originally invested, even after taking into account the available tax reliefs. In addition, there is no guarantee that dividends will be paid or that any stated dividend objective will be met.
Investment in AIM-traded, NEX Exchange market-traded and unquoted companies by its nature involves a higher degree of risk than investment in companies listed on the Official List. In particular, the viability and financial performance of small companies often depends on a narrow product range, small markets, limited financial resources, a small number of staff and counterparties, and may be more susceptible to political, exchange rate, taxation and regulatory changes. In addition, the market for securities in smaller companies may be less regulated and less liquid than that for securities in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such securities. Full information for determining their value or the risks to which they are exposed may also not be available. Investment returns will, therefore, be uncertain and are likely to involve a higher degree of risk than investment in a company listed on the Official List.
The Company's investments may be difficult to realise. The fact that a share is traded on AIM or NEX Exchange markets does not guarantee its liquidity. The value of the Company's portfolio and opportunities for realisation will also depend on stock market conditions. There may also be constraints imposed on the realisation of investments by the need to maintain the VCT status of the Company, which may restrict the Company's ability to obtain maximum value from its investments. In addition, although the Company may receive conventional venture capital rights in connection with some investments, as a minority investor it will not be in a position fully to protect its interests.
The availability of new shares on AIM or NEX Exchange markets is subject to market forces and there can be no certainty that there will be sufficient new share issues to enable the Company to achieve the intended level of investment in Qualifying Investments.
Changes in legislation concerning VCTs, in particular in relation to qualifying holdings and qualifying trades, may limit the number of qualifying investment opportunities and/or reduce the level of returns which might otherwise have been achievable.
Additional requirements relating to investment by VCTs have been introduced over the last few years. These include restrictions on the type of non-qualifying investments a VCT can make, a maximum age limit (first state-aided investment to be within seven years of the first commercial sale, or ten years from the end of the accounting period in which the company revenues were greater than £200,000 for 'knowledge intensive' companies) and a maximum amount of state-aided investment of £12 million (or £20 million for 'knowledge intensive' companies) for state-aided investments into qualifying companies. In addition, there is a restriction on investee companies using VCT funds to purchase existing shares in another company, an existing business or an existing trade. These changes could restrict the pipeline of potential investee companies available to the Company, the structure of those investments and the ability to make follow-on investments in certain existing portfolio companies. They may also affect the profile of the Company's new investments. The Company is likely to face greater competition for a smaller number of available investment opportunities going forward as a result of these legislative changes.
Currently a VCT is required to have at least 70% of its total assets invested in qualifying VCT investments. For accounting periods commencing after 5 April 2019, this 70% threshold will be increased to 80%. This will result in an increased level of the Company's assets being in earlier stage venture capital investments which may adversely affect the level of returns which might otherwise have been achievable. In addition, this will result in a reduction to the amount of assets the Company retains in more liquid investments for the purposes of follow-on investments and/or for working capital purposes.
Over recent years, the Government has continued to direct VCT investment away from lower risk areas and into early-stage businesses that genuinely require scale-up capital. In order to achieve this objective, the rules governing eligibility for state aid have been tightened. New investment is, therefore, now required to be targeted towards younger, less well-established businesses, which means they tend to be lossmaking. New investments by the Company will inevitably be higher risk and, as a consequence, likely to experience more extreme investment outcomes. As a result, the Board and the Investment Manager anticipate a higher percentage failure rate from these newer investments which may adversely affect the level of returns.
Any change in governmental, economic, fiscal, monetary or political policy, in particular current government spending reviews and cuts, could materially affect, directly or indirectly, the operation of the Company and/or the performance of the Company and the portfolio of companies in which it invests and the value of and returns from Shares and/or its ability to maintain VCT status. Furthermore, where the European Commission believes that state aid (such as VCT tax relief) has been provided which is not within the Risk Finance Guidelines, it might require that the UK Government recovers that state aid.
Economic and global geopolitical uncertainty has increased in recent months as a result of the ongoing Brexit negotiations and certain policies of the current US administration. This heightened level of uncertainty, together with the slow-down of growth in China, is adversely affecting, and is likely to continue to adversely affect, the performance of companies in which the Company has invested or may invest. This may also negatively impact on the number or quality of investment opportunities available to the Company.
The information in this document is based on existing legislation, including taxation legislation. The tax reliefs described are those currently available. The tax rules or their interpretation in relation to an investment in the Company and/or rates of tax may change during the life of the Company and can be retrospective. The value of tax reliefs depends on the personal circumstances of holders of Shares in the Company, who should consult their own tax advisers before making any investment.
The risk that tax rules or their interpretation in relation to an investment in the Company and/or rates of tax may change during the life of the Company and can be retrospective and may increase as a result of Brexit.
The Company intends to manage its affairs in respect of each accounting period so as to obtain and thereafter maintain approval as a VCT. However, there can be no guarantee that the Company will be able to maintain VCT status. Should the Company fail to maintain approval as a VCT before Qualifying Investors have held their New Shares for five years, the income tax relief obtained on the amount subscribed in the Company will have to be repaid by such investors. Dividends paid in an accounting period where VCT status is lost and in subsequent periods will become taxable and a Qualifying Investor will generally be liable to income tax on the amount of the dividend.
Where approval as a VCT is not maintained, the Company will also lose its exemption from corporation tax on capital gains. If at any time VCT status is lost, dealings in the Shares of the Company will normally be suspended until such time as the Company has published proposals either to regain VCT status or to be wound up.
The sale of New Shares by a subscriber within five years of subscription will result in the upfront income tax relief claimed upon investment becoming repayable. On this basis, investing in New Shares should be considered a long-term investment. Further the disposal of existing Shares within six months before or after the acquisition of New Shares will result in the amount of the investment in New Shares to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.
The Finance Act 2014 amended the VCT rules in respect of VCT shares issued on or after 6 April 2014, such that VCT status will be withdrawn if, in respect of shares issued on or after 6 April 2014, a dividend is paid (or other forms of distribution or payments are made to shareholders) from the capital received by the VCT from that issue within three years of the end of the accounting period in which shares were issued. This restriction may reduce the amount of distributable reserves available to the Company to fund dividends and share buy-backs.
Where the European Commission believes that state aid (such as VCT tax relief) has been provided which is not in accordance with the Risk Finance Guidelines, they may require that the UK Government recovers that state aid. There is currently no mechanism in place for this, but recovery may be from the investee company, the Company or the Shareholders.
Prospective investors should be aware that, to date the Company has operated without recourse to borrowing and the Board currently has no plans to borrow and currently has no borrowing facilities in place. However, the Company may from time to time have some gearing (as permitted by the borrowing powers in the Articles). Whilst the use of borrowings would enhance the net asset value of the Shares where the value of the Company's underlying assets is rising, it would have the opposite effect where the underlying asset value is falling.
The use of borrowings also involves the risk that the Company would be unable to service the interest payments or comply with the other requirements of the loan rendering it repayable and the risk that borrowings could not be refinanced upon expiry or that the terms of such refinancing may not be as favourable as the existing terms of borrowing. Increases in interest rates and levels of amortisation imposed by a lender may also have an adverse effect on the Company's ability to pay dividends to its Shareholders.
The Company has registered itself as a small alternative investment manager with the FCA and, although is subject to the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773), this is on the basis of a reduced level of requirements under those Regulations. If the Company becomes considered leveraged for the purposes of the Regulations or has assets in excess of £500 million, it would become subject to the full requirements under the Regulations, which would have material cost implications for the Company.
The performance of the Company depends on the investment performance of the Investment Manager, which in turn is dependent upon the performance and continued availability of certain key personnel. In the event that any one or more of these persons were unavailable either temporarily or permanently, the investment performance of the Company may be adversely affected.
Offer opens 29 January 2019 Closing date 5.30 p.m. on 4 April 2019 Allotments 8 March 2019 and 5 April 2019 (or, if earlier, on full subscription) Effective date for the listing of New Shares three Business Days following allotment and commencement of dealings
Share certificates and tax certificates to be dispatched within ten Business Days
of allotment
The Offer will close earlier than the date stated above if it is fully subscribed or otherwise at the Board's discretion.
The Board currently envisages two allotments of New Shares. Allotment of New Shares may, however, be made more frequently at the discretion of the Board. The Offer will not be extended beyond 4 April 2019.
Investor's minimum investment £2,000
Maximum amount (before costs) to be raised £15 million
(with an over-allotment facility to raise up to a further £10 million)
Maximum number of New Shares to be issued 25 million
Details on how the number of New Shares and the Offer Price will be calculated, together with details relating to financial intermediary commission and facilitation of initial adviser charges, are set out in Part II of this document.
If you have any questions relating to the completion and return of the Application Form, please contact The City Partnership (UK) Limited on 0131 243 7210. Calls are charged at the Standard Geographic Rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that The City Partnership (UK) Limited cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Unicorn AIM VCT plc Suite 8, Bridge House Courtenay Street Newton Abbot TQ12 2QS
(Registered number 04266437)
29 January 2019
The Board and Unicorn AM, our investment manager, believe that there is further appetite for investment in the Company and potentially attractive investment opportunities available. We are, therefore, pleased to offer Shareholders and new investors the opportunity to subscribe for New Shares in the Company pursuant to this Offer.
The Company was launched in November 2001 and is a well-established VCT. With unaudited net assets of over £165 million (as at 31 December 2018), the Company is the largest AIM-focused VCT in the market, giving the Company economies of scale. Unlike a new VCT, the Company offers investors access to a diverse portfolio of investments in over 100 companies and, therefore, has the potential to deliver capital growth and tax-free dividends in the first year of investment.
The Company has performed well over a period of years despite additional investment restrictions imposed on VCTs and challenging economic conditions. The economic position worsened during the last quarter of 2018 as a result of the continuing uncertainty surrounding the outcome of Brexit negotiations, the escalating trade war between the US and China, concerns over the strength of the Chinese economy and deteriorating financial results from some of the world's most highly valued quoted companies, all leading to a rapid reversal of investor sentiment and a significant sell off in global equity markets. In the UK, a combination of weak consumer spending, over-supply in the retail sector and a number of high profile corporate insolvencies exacerbated the sharp sell-off of equities. The short-term health of the UK economy appears dependent on securing a successful deal with the European Union.
Following the change in investor sentiment, the Company's audited net assets as at 30 September 2018 of £201.4 million (171.8p per Share) reduced to unaudited net assets as at 31 December 2018 of £165.6 million (141.7p per Share), this being a reduction over the period of 17.5% to the net asset value per Share. This compares to the FTSE AIM All-Share Index falling by 21.5% during the same period.
Despite the reduction in the Company's net assets following the fall in share prices of portfolio companies, those companies in general have shown resilience and, in many cases, have grown revenues and earnings. We remain confident that the portfolio has good growth prospects. In addition, more realistic pricing in the AIM market is likely to bring investment opportunities and the Investment Manager continues to see promising deal flow.
The Investment Manager has adopted a longer term approach to the management of the portfolio, seeking to preserve and then grow capital. This prudent approach has proved successful, with net asset growth being maintained over the longer term and the Company continuing to pay dividends (which the Board has, since August 2017, moved to making twice-yearly).
Over recent years, the Government has continued to direct VCT investment away from lower risk areas and into early-stage businesses, that genuinely require scale-up capital. In order to achieve this objective, the rules governing eligibility for state aid have been tightened. We are supportive of this Government initiative. New investment is, therefore, now required to be targeted towards younger, less well-established businesses, which means they tend to be loss-making and higher risk. Despite the additional investment restrictions imposed on VCTs, the Investment Manager remains confident that its strategy can continue to deliver further attractive returns over the longer term.
The Investment Manager has been successful in adapting its investment approach to meet the new VCT investment restrictions and made a number of new investments in promising companies with the objective of further diversifying the portfolio while generating both growth and income. The Company invested approximately £24 million in 17 new and follow-on investments in the year ended 30 September 2018. The Investment Manager is seeing attractive investment opportunities in companies across a broad spectrum of sectors with good growth and income prospects.
By definition however, the new investments are inevitably higher risk and, as a consequence, the Company is likely to experience more extreme investment outcomes, both on the upside and downside. We believe that the businesses in which we have invested over the past year, have the potential to deliver substantial investment returns over time, however, we do anticipate a higher percentage failure rate from these newer investments.
Despite this change in focus, the Board and the Investment manager believe that a significant proportion of the Company's assets remain invested in operationally strong and financially robust businesses, which have matured sufficiently to allow them to be consistently profitable and sufficiently cash generative to allow for the payment of dividends.
The Board believes that the Offer is an attractive investment opportunity for both existing Shareholders and new investors for the following reasons:
The Investment Manager was established in 2000 and is an independently owned and managed company. The Investment Manager specialises in investing in small and medium sized UK companies, quoted on AIM and fledgling markets and has a successful track record in this area of the market.
The Investment Manager operates a team-based approach to investment management and its committed and well-resourced investment team has over 100 years' of combined experience. The Investment Manager is focused on being the 'best not the biggest' and its funds aim to deliver long term outperformance. Unlike many investment firms, the Investment Manager is majority owned by its directors and managers, providing further incentive to help ensure that the funds it manages deliver consistently strong performance.
As at 31 December 2018, the Investment Manager had over £1 billion under management in a range of funds designed to satisfy a variety of investor requirements. Its funds include an OEIC with six sub-funds and the Company. The Investment Manager also acts as investment adviser to an investment trust.
The Company proposes to raise up to £15 million (with an over-allotment facility to raise up to a further £10 million) through the issue of up to 25 million New Shares pursuant to the Offer. If the Board decides (in consultation with Unicorn AM) to increase the Offer by using the over-allotment facility, this will be communicated by way of a Regulatory Information Service announcement. Details on how the number of New Shares and the Offer Price will be calculated, together with details relating to financial intermediary commission and facilitation of initial adviser charges, are set out in Part II of this document.
We are again using an Allotment Formula through which the number of New Shares to be issued to an Applicant will be calculated. This takes into account the costs incurred by investors, whether 'execution-only' or the case where initial adviser charges may apply, or finally, where an investor is applying direct. The Allotment Formula continues to be based on the most recently published NAV per Share at the time of allotment. The Company publishes monthly unaudited NAVs and may publish additional NAVs for the purposes of the Offer.
The Offer opens on 29 January 2019 and will close (unless fully subscribed before this date or otherwise at the Board's discretion) at 5.30 p.m. on 4 April 2019.
The Company provides Qualifying Investors with access to the attractive tax benefits associated with an investment in a VCT. Qualifying Investors will receive up to 30% income tax relief on amounts subscribed (subject to (i) a maximum investment in VCTs of £200,000 in a tax year, (ii) an investor's tax liability being reduced to nil and (iii) provided the New Shares are held for at least five years). Dividends and capital gains for Qualifying Investors will also be tax-free (subject to the annual investment limits).
Potential investors should note that the disposal of existing Shares within six months before or after the subscription of New Shares will result in the amount of the investment in New Shares to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.
If you are considering an investment, please read the full Prospectus and then complete the Application Form, which can be found at the end of this document or can be downloaded at www.unicornaimvct.co.uk/investor-area/fundraising.
If you have any questions regarding the Offer you should contact your financial intermediary or call Unicorn AM on 020 7253 0889 or LGBR Capital (the distributor for the Offer) on 020 7071 3920. Please note that neither Unicorn AM nor LGBR Capital are able to provide you with investment, financial or tax advice. Your attention is also drawn to the Risk Factors on pages 12 to 14 of this document.
We look forward to welcoming new and returning Shareholders.
Peter Dicks Chairman
The Company is an established VCT which meets the qualification requirements set out by HMRC. Unlike a new VCT, the Company has an established track record of delivering both capital growth and regular tax-free (to Qualifying Investors) dividend income from an established portfolio of existing investments. The strategy is to invest in businesses that in the Investment Manager's opinion display a majority of the following characteristics:
Shareholders should be aware that, as a result of the new qualifying conditions introduced over the last few years, new capital raised by the Company under the current Offer and under future offers is likely to be directed towards earlier stage investment which may or may not be profitable at the point of investment.
The Company's assets are currently invested in a diversified portfolio of investments both by sector and by number of investments held. The portfolio allocation, based on valuations as at 31 December 2018 (taken from the unaudited accounts of the Company as at that date), are shown below. The Investment Manager's team will continue to maintain a selective approach to new investment opportunities.
The existing portfolio is, by VCT Value (as defined on page 59 and which is calculated on a different basis to the accounting value), comfortably above the 70% threshold required to retain VCT qualifying status (being 80.5% as at 31 December 2018 across holdings in 77 companies). The proportion of the portfolio invested in VCT qualifying investments has been gradually increased so as to meet the higher 80% threshold which will apply for accounting periods commencing after 5 April 2019. The Investment Manager is aiming to increase this qualifying percentage closer to 85% going forward.
In March 2010, the Company merged with Unicorn AIM VCT II plc to create what is now the largest AIM-focused VCT in the market. In addition, the Company completed the acquisition of the assets and liabilities of Rensburg AIM VCT plc on 12 January 2016 adding £11.51 million of net assets and 32 investments to the portfolio.
The NAV per Share has increased from 91.8p as at 9 March 2010 (the date on which the Company merged with Unicorn AIM VCT II plc) to 141.7p as at 31 December 2018 (unaudited). In addition, the Company has, in aggregate, paid dividends of 48.0p per Share (circa £40 million in aggregate) during this same period as shown in the graph below.
NAV per Share, Cumulative Dividends Paid & Cumulative Total Shareholder Return*
* The past performance of the Company is not a guide to the future performance of the Company. The above represents the return on Shares from 9 March 2010. Shares issued before or after this date will have different performance statistics.
The Company's earnings per Share for the year ended 30 September 2018, together with those of the previous four financial years, are outlined in the graph below:
The capital and revenue earnings for the quarter ended 31 December 2018 were (30.25)p per Share and 0.10p per Share, respectively.
* Total earnings including unrealised gains/(losses) on investments after taxation divided by the weighted average number of Shares in issue. The past performance of the Company is not a guide to the future performance of the Company.
The Company is seeking to raise up to £15 million (with an over-allotment facility to raise up to a further £10 million) through the issue of up to 25 million New Shares pursuant to the Offer. If the Board decides (in consultation with Unicorn AM) to increase the Offer by using the overallotment facility, this will be communicated by way of a Regulatory Information Service announcement. There is no minimum subscription level for the Offer to proceed and the Offer is not underwritten.
The minimum investment by an investor under the Offer is £2,000 (net of any amount of initial adviser charge to be facilitated) and multiples of £500 thereafter. Investors are reminded that VCT upfront income tax relief is only available in respect of investments of up to £200,000 in VCTs in any one tax year.
New Shares will rank pari passu with the existing Shares in issue in respect of dividends with record dates after the date of issue of the relevant New Shares.
Applications under the Offer will normally be accepted on a first come, first served basis (provided cheques are not post-dated), subject always to the discretion of the Board. Subscribers are encouraged to submit their Application Form early in order to be confident that their Application will be successful.
The full terms and conditions of the Offer can be found at the end of this document.
The Offer opens on 29 January 2019 and will close at 5.30 p.m. on 4 April 2019 (or, if earlier, as soon as the Offer is fully subscribed or otherwise at the Board's discretion). The Offer will not be extended beyond 4 April 2019.
The Board currently envisages two allotments of New Shares on 8 March 2019 and on 5 April 2019 (or, if earlier, on full subscription). Allotment of New Shares may, however, be made more frequently at the discretion of the Board.
The number of New Shares to be allotted to a successful Applicant will be determined by the following Allotment Formula:
Number of New Shares =
$$
\frac{A - B - C}{NAV}
$$
Where:
The number of New Shares to be allotted by the Company will be rounded down to the nearest whole number and fractions of New Shares will not be allotted.
The Allotment Formula, which is based on the latest published NAV and takes account of the costs of the Offer, avoids a diminution in the net asset value of the existing Shares (ignoring the dilution caused by any trail commission paid by the Company, which is considered to be small when compared to the overall NAV per Share). Potential investors should note that the NAV per Share may rise or fall during the Offer period.
The Offer Price is determined by dividing the Investment Amount (this being the amount of the investor's Application accepted to be used to subscribe for New Shares (ie the Application Amount, less any amount of any initial adviser charge agreed to be facilitated in respect of an advised investor)) by the number of New Shares to be issued.
The Company will announce the number of New Shares issued and the range of Offer Prices by way of a Regulatory Information Service announcement following allotment.
Qualifying Investors will be able to benefit from the tax reliefs applicable in respect of subscriptions for VCT Shares in respect of the Investment Amount (ie the Application Amount, less any amount of any initial adviser charge agreed to be facilitated in respect of an advised investor). This includes up to 30% upfront income tax relief on the Investment Amount, which would not be available if Shares were purchased in the secondary market.
The Investment Manager, as promoter of the Offer, will be paid a fee equal to 2.5% of the Application Amounts in respect of Applications accepted under the Offer, plus an amount equal to any 'execution-only' financial intermediary initial commissions. In consideration, the Investment Manager has agreed to meet all Offer costs payable by the Company (other than annual trail commission), including any initial 'execution-only' financial intermediary commissions and fees payable to LGBR Capital. Annual trail commission will be payable by the Company. Any amount of initial adviser charge agreed to be facilitated is paid by the investor from the monies received with the investor's Application and is not paid by the Company.
The Investment Manager may agree to waive any part of its fee represented by 2.5% of the Application Amounts in respect of Applications accepted under the Offer as referred to above (this being (B) in the Allotment Formula) in respect of any specific investor or group of investors for the benefit of such investors. The benefit of any waiver will be applied by reducing (B) in the Allotment Formula by an equivalent amount, which will reduce the costs applied for those investors, thereby increasing the number of New Shares to be allotted to such investors. The Investment Manager has further agreed that, to the extent that the actual costs of the Offer are less than the amount of the promotion fee payable to it, it will rebate the excess amount to the Company.
Assuming full subscription under the Offer (utilising the over-allotment facility) the Offer costs payable by the Company will be a maximum of £1.375 million (excluding annual trail commission and assuming that the maximum amount of initial commission of 3% is payable to 'execution-only' financial intermediaries in respect of all investors) and the net proceeds, on the same basis, will amount to £23.625 million.
The maximum costs of the Offer to an investor (save for annual trail commission, which the Company will be responsible for) will be 2.5% of the Application Amount plus (i) in respect of 'execution-only' investors, any initial commission payable to 'execution-only' financial intermediaries (this being a maximum of 3% of the Application Amount) or (ii) in respect of advised investors, any amount of initial adviser charges, which is payable by the investor.
Investors who receive advice from their financial intermediary can ask for an initial adviser charge (in whole or part) to be facilitated by the Company's Receiving Agent (subject to a maximum facilitation amount of an amount equal to 4.5% of the Application Amount).
If facilitated, this agreed amount will be deducted from the monies received from the relevant investor and the net amount will be invested and will not qualify for VCT tax relief. The Allotment Formula continues to take the facilitated amount into account in determining the number of New Shares to be allotted. Any additional initial adviser charges in excess of the amount agreed to be facilitated, as well as any annual adviser charges, will need to be met by advised investors separately.
It should be noted that the maximum amount of initial charges which may be facilitated as outlined above should not be considered as a recommendation as to the appropriate levels of an initial adviser charge. This is for the investor and the financial intermediary to agree depending on the level of advice and service being provided.
The Investment Manager may (on behalf of the Company) agree with financial intermediaries providing 'execution-only' services that, in respect of any Application accepted from a client for whom the 'execution-only' financial intermediary acts, to pay an initial commission (subject to a maximum of 3% of the amount subscribed for New Shares by their clients). Financial intermediaries may waive all or part of the initial commission due for the benefit of their client (such amount will be taken into account in determining the number of New Shares to be allotted under the Allotment Formula).
In addition, provided that the 'execution-only' financial intermediaries' clients continue to hold their New Shares, such financial intermediaries will normally be paid an annual trail commission of 0.375% of the net asset base value for each such New Share by the Company. For this purpose, 'net asset base value' means the net assets attributable to such New Share as determined from the audited annual accounts of the Company as at the end of the preceding financial year. No payment of trail commission will (save as referred to below) be made to the extent that the cumulative trail commission would exceed 2.25% of the Offer Price of the New Share in question. The Investment Manager may, with the consent of the Board, agree to pay trail commission on a different basis, providing it does not exceed the maximum cumulative payment of 2.25% of the Offer Price of the New Share in question.
Commissions will only be paid if, and to the extent, they are permitted under legislation and regulations. Annual trail commission will be paid shortly after the later of the annual general meeting of the Company and, where applicable, the date of payment of the final dividend in each year.
Should an 'execution-only' investor subsequently decide to seek financial advice from their 'execution-only' financial intermediary in respect of their holding in the Company, any annual trail commission in respect of an investment under the Offer must cease and one of the Company, the Investment Manager or ISCA Administration Services must be notified accordingly.
Should an Existing Shareholder decide to seek financial advice from their existing 'execution-only' financial intermediary in respect of participating in the Offer, any trail commission which is currently being paid to that Shareholder's financial intermediary pursuant to an existing holding in the Company will need to cease and one of the Company, the Investment Manager or ISCA Administration Services must be notified accordingly.
There follows an example of how the Allotment Formula works for a direct investor, an advised investor where the amount to be facilitated is 4.5% of the Application Amount and for an 'execution-only' investor where an initial commission of 3% of the Application Amount has been agreed (in one case payable to the intermediary, but in the other waived by the financial intermediary), in each case where the amount remitted to the Company with the investor's Application is £10,000 and based on an unaudited NAV per Share of 141.7p (as at 31 December 2018, this being the most recently published unaudited NAV per Share prior to the publication of this document).
| Application | Offer Costs | Intermediary Charges (C) |
||||
|---|---|---|---|---|---|---|
| Amount (A) (£) |
(B) (2.5%) (£) |
Facilitation Amount (£) |
Commission Amount (£) |
NAV per Share (£) |
Number of New Shares |
|
| Advised investor | 10,000 | (250) | (450) | - | 1.417 | 6,563 |
| Execution-only investor (initial commission payable) |
10,000 | (250) | - | (300) | 1.417 | 6,669 |
| Execution-only investor (initial commission waived) |
10,000 | (250) | - | - | 1.417 | 6,880 |
| Direct investor | 10,000 | (250) | - | - | 1.417 | 6,880 |
The net proceeds of the Offer will be pooled with the existing cash resources of the Company and utilised as follows:
The Board comprises four non-executive directors, all of whom are independent of the Investment Manager: Peter Dicks (Chairman), Charlotta Ginman, Jeremy Hamer and Jocelin Harris. The Board sets the Company's policies and objectives and ensures that its obligations to the Shareholders are met.
The Company has appointed Unicorn AM as its investment manager and ISCA Administration Services as Company Secretary and administrator, subject to the overall control and direction of the Board. As a result, the Board has overall responsibility for the Company's affairs, including approving valuations (prepared by the Investment Manager) and NAVs (calculated by ISCA Administration Services).
The Board has significant relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and investing in small companies.
The Board has noted the process undertaken by the Financial Reporting Council to review and update the UK Corporate Governance Code, which will be incorporated into the amended Association of Investment Companies code which the Company follows. These changes will be applicable to the Company from 1 October 2019 and the Board will be considering its response to the changes that will be required, including its succession plans.
Peter Dicks was a founder director, in 1973, of Abingworth plc, a venture capital company.He is currently a director of a number of quoted and unquoted companies, including Miton UK MicroCap Trust plc, SVM UK Emerging Fund plc and Foresight Solar Fund Limited.
Charlotta Ginman is a chartered accountant with experience in investment banking and the technology and telecoms industry. She is currently a non-executive director and audit committee chair for Polar Capital Technology Trust plc, Pacific Assets Trust plc, Motif Bio plc and Keywords Studios plc, and also sits on the board of Consort Medical plc.
Given half of her commitments are with investment companies that typically only have four or five meetings a year, and therefore take up less time than a trading company NED role, she has enough time to ensure she remains as effective as needed in each of her roles as well as having sufficient spare time to devote to any unforeseen corporate issues that may arise.
Jeremy Hamer is a chartered accountant who spent 16 years in industry followed by five years as a VCT investment manager. Currently, he is the non-executive chairman of Uvenco UK plc (in liquidation) and a non-executive director of Access Intelligence plc. He is also a qualified executive coach.
Jocelin Harris is a qualified solicitor and runs Durrington Corporation Limited, where he has worked since 1986. Durrington provides management and financial support services to small and developing businesses. He is currently a director of Foresight VCT plc and also a nonexecutive chairman or director of a number of private companies in the United Kingdom and the USA.
The Investment Manager is an independently owned and managed investment management company. The Investment Manager was incorporated and registered in England and Wales on 4 February 2000 as a private limited liability company with registered number 03919499. The Investment Manager's registered office and principal place of business is at First Floor Office, Preacher's Court, The Charterhouse, Charterhouse Square, London EC1M 6AU (telephone 020 7253 0889). The Investment Manager is authorised and regulated by the FCA to provide investment management services with registered number 192164. The principal legislation under which the Investment Manager operates is the CA 2006 (and regulations made thereunder).
The Investment Manager operates a team-based approach to investment management and its experienced, committed and well-resourced investment team has over 100 years' of combined experience. The Investment Manager is focused on being the 'best not the biggest' and its funds aim to deliver long term outperformance. Unlike many investment firms, the Investment Manager is majority owned by its directors and managers, providing further incentive for the funds it manages to deliver consistently strong performance.
Members of the team follow a traditional and conservative approach to fund management, focusing on bottom-up stock selection based on fundamental research. They aim to deliver superior long-term performance by adhering to a disciplined investment process and to reduce risk by focusing investment resource on those businesses which are led by experienced management teams, which have good profitability and cash generation prospects and which the Investment Manager believes are capable of delivering sustained growth. In particular, the Investment Manager is a specialist in the AIM sector with over £313.0 million invested in AIM quoted companies across its fund range which includes the Company and its recently launched AIM ISA/IHT portfolio service.
As at 31 December 2018, the Investment Manager's funds under management were allocated across four fund classes:
* excluding investments made by the Company in Unicorn AM managed OEICs.
The Company continues to present a significant part of the Investment Manager's business.
Chris is senior investment manager at Unicorn AM and is the individual primarily responsible for selecting stocks for inclusion within the Unicorn AM AIM Inheritance Tax Portfolio Service. Chris has been the lead manager of the Company, the largest AIM-focused VCT in the industry, since joining the firm in 2005. Chris is also the lead manager of the Unicorn Outstanding British Companies Fund and a senior member of Unicorn AM's Investment Committee. Chris has approximately 18 years' experience managing portfolios of UK smaller companies.
Paul is chairman of Unicorn AM's Investment Committee and has over 40 years' investment experience. Before joining Unicorn AM, Paul held positions at Phillips & Drew, Richards Longstaff and Mercury Asset Management/Merrill Lynch, where he was a director, the joint head of the European Equity Investment Team and latterly the head of the UK Smaller Companies Team.
Fraser is co-manager of the Unicorn UK Income Fund and Acorn Income Fund, and the lead manager of the Unicorn UK Growth Fund. Fraser joined Unicorn AM in 2008, having previously held positions with F&C Asset Management and Geoghegan & Co Chartered Accountants. He graduated from the University of St Andrews in 2003 with a degree in Economics and Management, and is a fellow of the Association of Chartered Certified Accountants.
Simon has been co-manager of the Unicorn UK Income Fund and Acorn Income Fund, and the lead manager of the Unicorn UK Smaller Companies Fund since 2013. He joined Unicorn AM in 2008, since when he has been an active member of the Investment Committee. Prior to joining Unicorn AM, Simon worked as a research analyst at JM Finn & Co Stockbrokers and spent three years in the NHS Graduate Finance Scheme.
Alex is assistant fund manager to the Unicorn UK Growth Fund and works alongside its lead manager, Fraser Mackersie. Alex has been a member of the Unicorn AM investment team since joining the firm in 2014. Prior to joining Unicorn AM, Alex worked for two years as a client advisor at Stanhope Capital. Alex is a CFA Charterholder and graduated with a BSc (Hons) in Physics from Durham University.
Max is assistant fund manager to the Unicorn Outstanding British Companies Fund and supports director and senior fund manager, Chris Hutchinson. Max has been a member of the Unicorn AM investment team since joining the firm in 2014. Prior to joining Unicorn AM, Max spent four years with Brewin Dolphin, where he worked as an investment manager. Max is a CFA Charterholder and graduated with a BSc in Agribusiness Management from Newcastle University.
The Company's objective is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maintaining a steady flow of dividend distributions to Shareholders from the income as well as capital gains generated by the portfolio.
It is also the objective that the Company should continue to qualify as a Venture Capital Trust, so that Shareholders benefit from the taxation advantages that this brings. To achieve this, at least 70% (80% for accounting periods commencing after 5 April 2019) of the Company's total assets are to be invested in qualifying investments of which 70% by VCT value (30% in respect of investments made before 6 April 2018 from funds raised before 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules) to dividends or return of capital and no rights to redemption.
In order to achieve the Company's investment objective, the Board has agreed an investment policy which requires the Investment Manager to identify and invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM that display a majority of the following characteristics:
Asset allocation and risk diversification policies, including maximum exposures, are to an extent governed by prevailing VCT legislation. No single holding may represent more than 15% (by VCT value) of the Company's total investments and cash, at the date of investment.
There are a number of VCT conditions which need to be met by the Company which may change from time to time. The Investment Manager will seek to make qualifying investments in accordance with such requirements.
Where capital is available for investment while awaiting suitable VCT qualifying opportunities, or is in excess of the 70% VCT qualification threshold (80% for accounting periods commencing after 5 April 2019), it may be held in cash or invested in money market funds, collective investment vehicles or non-qualifying shares and securities of fully listed companies registered in the UK.
To date the Company has operated without recourse to borrowing. The Board may, however, consider the possibility of introducing modest levels of gearing up to a maximum of 10% of the adjusted capital and reserves, should circumstances suggest that such action is in the interests of Shareholders.
Up to 30 September 2018, the Investment Manager received an annual management fee of an amount equal to 2.0% of the net assets of the Company excluding the value of any investments made by the Company in other Unicorn AM managed funds (together with any applicable VAT). The fee was calculated and paid quarterly in advance. If the Company raised further funds during a quarter, the net assets for the relevant quarter were increased by an amount equal to the amount raised (net of costs) multiplied by the percentage of days in that quarter after the funds were raised.
From 1 October, the Investment Manager receives an annual management fee of an amount equal to 2.0% of the net assets of the Company up to net assets of £200 million and 1.5% of the amount of the net assets of the Company in excess of £200 million (together with any applicable VAT). The value of any investments made by the Company in other Unicorn AM managed funds are excluded from the value of the net assets of the Company. The fee is calculated and paid quarterly in arrears. If the Company raises further funds during a quarter, the net assets for the relevant quarter are reduced by an amount equal to the amount raised (net of costs) multiplied by the percentage of days in that quarter prior to the funds being raised.
A maximum of 75% of the Company's management expenses is currently charged against capital, with the balance to be met from income.
In recognition of the increasing net assets of the Company over the last few years and, following discussions with the Board, Unicorn AM agreed to waive its entitlement to possible future performance incentive fees and the performance incentive arrangements were terminated in July 2017.
ISCA Administration Services provides administration services and is the appointed Company Secretary, and is currently entitled to an annual fee of £165,000. ISCA Administration Services offers specialist accounting, fund administration and company secretarial services to closed end structures such as investment trusts, Venture Capital Trusts and other types of specialist funds. Its senior staff have over fifty years' experience in the industry.
Following a review of service providers, the Board has decided to appoint City Partnership to replace Link Asset Services as the Company's registrar. The change of registrar will take effect on 1 March 2019.
The Company's normal annual expenses are approximately 2.2% of the average net assets of the Company (based on the financial year ended 30 September 2018) but were, in any event, capped at an amount equal to 3.6% of net assets as at the end of each financial year to 30 September 2018, with the cap reduced to 2.75% of the net assets of the Company as at the end of each financial year thereafter. Any excess over this amount will be borne by the Investment Manager. Annual expenses include those incurred by the Company in the ordinary course of its business (including management and administration fees, Directors' remuneration, fees payable to the registrar, stockbroker, auditor, solicitors and the VCT status adviser). Normal annual expenses do not include trail commission.
PricewaterhouseCoopers LLP is the Company's VCT status adviser. It carries out reviews of the Company's investment portfolio to ensure compliance and, when requested to do so by the Board or the Investment Manager, reviews prospective investments to ensure that they are qualifying investments.
Bank of New York Mellon (being incorporated and registered in the United States, but whose UK establishment has its registered office at One Canada Square, London E14 5AL with registered number FC005522, its telephone number being 020 3322 4806 and being authorised and regulated by the FCA) acts as custodian of the Company's quoted assets and, in that capacity, is responsible for ensuring safe custody and dealing and settlement arrangements. The Company is responsible for the safekeeping of certificates in relation to unquoted investments and these are retained by the Company secretary.
The Board has a policy of maintaining a steady flow of dividend distributions to Shareholders and intends to continue with this policy. After careful consideration, and after taking into account the views of the Company's Shareholders, the Board has, since August 2017, moved to making dividend payments twice-yearly.
The Company has paid dividends (tax-free to Qualifying Shareholders) of 6.25p, 9.25p (3.0p interim dividend and 6.25p final dividend) and 6.50p per Share in respect of each of the past three financial years. The higher dividend paid during the year ended 30 September 2017 is a result of the decision by the Board to pay dividends twice-yearly.
The ability to pay dividends and the amount of such dividends depends on the performance of the Company's investments, available reserves and cash, as well as the need to retain funds for further investment and ongoing expenses.
The Board believes that it is in the best interests of the Company and its Shareholders to make market purchases of its Shares, given the limited secondary market for VCT shares generally, and to seek both to enhance NAV and to help reduce to a degree any prevailing discount to NAV in the current market price that might otherwise prevail. The Board agrees the discount to NAV at which Shares will be bought back and keeps this under regular review.
The Board intends to continue with the above buy-back policy. Any such future repurchases will be made in accordance with guidelines established by the Board from time to time and will be subject to the Company having the appropriate authorities from Shareholders and sufficient funds available for this purpose. Share buy-backs will also be subject to the Listing Rules and any applicable law at the relevant time. Shares bought back in the market will ordinarily be cancelled.
In order for the future of the Company to be considered by the Shareholders, the Board shall at the annual general meeting of the Company falling after the fifth anniversary of the last allotment of shares in the Company and thereafter at five yearly intervals, invite the members to consider and debate the future of the Company (including, without limitation, whether the Company should be wound up, sold or unitised) and as soon as practicable following that meeting shall convene a general meeting to propose such resolution as the members attending the annual general meeting may by ordinary resolution require.
All unquoted investment valuations are subject to approval by the Directors on the recommendation of the Investment Manager in accordance with IPEVC Valuation Guidelines under which investments are valued at fair value, as defined in those guidelines. Any AIM or other quoted investment will be valued at the closing bid price of its shares, in accordance with generally accepted accounting practice. The net asset value of the Shares is calculated monthly and published on an appropriate regulatory information service, as well as being published on the Company's website (www.unicornaimvct.co.uk). If for any reason valuations are suspended, Shareholders will be notified in a similar manner.
The Board believes that open communication with Shareholders is very important and is always ready to consider suggestions or matters of concern raised by Shareholders outside formal shareholder meetings. In addition to the announcement and publication of the annual report and accounts and the half-yearly results for the Company as detailed below, the Company also voluntarily publishes interim management statements.
| Reporting Dates | |
|---|---|
| Year end | 30 September |
| Announcement and publication of annual report and accounts to Shareholders | November |
| Announcement and publication of half-yearly results | May |
Set out below are the largest investments held by the Company with a cumulative value of greater than 50% of the Company's gross assets, as at the date of this document. The current cost is the original investment cost made by the Company and/or, where relevant, Unicorn AIM VCT II plc and Rensburg AIM VCT plc, less capital repayments to 31 December 2018.
| Abcam plc Cost (£'000) 436 Valuation (£'000) 14,224 Valuation basis Bid % of net assets 8.6% Market sector: Pharmaceuticals & Biotechnology |
City Pub Group plc (The) Cost (£'000) 4,250 Valuation (£'000) 5,716 Valuation basis Bid % of net assets 3.5% Market sector: Travel & Leisure |
|---|---|
| Location: Cambridge, England | Location: London, England |
| Tracsis plc Cost (£'000) 1,462 Valuation (£'000) 9,735 Valuation basis Bid % of net assets 5.9% Market sector: Software & Computer Services Location: Derby, England |
MaxCyte Inc. Cost (£'000) 3,150 Valuation (£'000) 5,074 Valuation basis Bid % of net assets 3.1% Market sector: Pharmaceuticals & Biotechnology Location: Gaithersburg, United States |
| Hasgrove Limited Cost (£'000) 1,855 Valuation (£'000) 6,401 Valuation basis Price of recent investment % of net assets 3.9% |
Cohort plc Cost (£'000) 1,554 Valuation (£'000) 4,440 Valuation basis Bid % of net assets 2.7% |
| Market sector: Media | Market sector: Aerospace & Defence |
| Location: Altrincham, England | Location: Reading, England |
| Mattioli Woods plc Cost (£'000) 1,275 Valuation (£'000) 6,373 Valuation basis Bid % of net assets 3.9% Market sector: Financial Services Location: Leicester, England |
Access Intelligence plc Cost (£'000) 3,529 Valuation (£'000) 4,059 Valuation basis Bid % of net assets 2.5% Market sector: Software & Computer Services Location: London, England |
| Interactive Investor Limited Cost (£'000) 3,447 Valuation (£'000) 6,202 Valuation basis Price of recent investment % of net assets 3.8% Market sector: Financial Services |
Tristel plc Cost (£'000) 866 Valuation (£'000) 3,926 Valuation basis Bid % of net assets 2.4% Market sector: Health Care Equipment & Services |
| Location: London, England | Location: Reading, England |
| Anpario plc Cost (£'000) 1,380 Valuation (£'000) 6,200 Valuation basis Bid % of net assets 3.7% |
AB Dynamics plc Cost (£'000) 831 Valuation (£'000) 3,616 Valuation basis Bid % of net assets 2.2% |
| Market sector: Pharmaceuticals & Biotechnology | Market sector: Industrial Engineering |
| Location: Nottinghamshire, England | Location: Bradford-upon-Avon, England |
| Avingtrans plc | |
|---|---|
| Cost (£'000) | 1,864 |
| Valuation (£'000) | 3,406 |
| Valuation basis | Bid |
| % of net assets | 2.1% |
| Market sector: Industrial Engineering | |
| Location: Chatteris, England |
| Bonhill Group plc | |
|---|---|
| Cost (£'000) | 3,400 |
| Valuation (£'000) | 2,994 |
| Valuation basis | Bid |
| % of net assets | 1.8% |
| Market sector: Media | |
| Location: London, England |
| ULS Technology plc | |
|---|---|
| Cost (£'000) | 1,500 |
| Valuation (£'000) | 2,753 |
| Valuation basis | Bid |
| % of net assets | 1.7% |
| Market sector: Health Care Equipment & Services | |
| Location: London, England |
| Cash | |
|---|---|
| Cost (£'000) | 4,087 |
| Valuation (£'000) | 4,087 |
| Valuation basis | - |
| % of net assets | 2.5% |
| Unicorn UK Ethical Income | |
|---|---|
| Cost (£'000) | 1,063 |
| Valuation (£'000) | 1.031 |
| Valuation basis | Unit price |
| % of net assets | 0.6% |
| Unicorn UK Growth Fund | |
|---|---|
| Cost (£'000) | 416 |
| Valuation (£'000) | 848 |
| Valuation basis | Unit price |
| % of net assets | 0.5% |
Investment and portfolio information in this Part VI has been extracted from the Company's unaudited financial information on the Company as at 31 December 2018.
As at the date of this document, there has been no material change in the valuations of investments set out in this Part VI since 31 December 2018 other than:
| Unicorn UK Smaller Companies Fund | |
|---|---|
| Cost (£'000) | 311 |
| Valuation (£'000) | 762 |
| Valuation basis | Unit price |
| % of net assets | 0.5% |
The following is only a summary of the law concerning the tax position of individual investors in VCTs and does not constitute legal or tax advice. Potential investors are recommended to consult a professional adviser as to the taxation consequences of an investment in a VCT.
The tax reliefs set out below are those currently available to individuals who are UK tax payers and aged 18 or over who subscribe for New Shares under the Offer and will be dependent on personal circumstance.
Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year do not exceed £200,000 (including shares purchased in the secondary market). Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.
A Qualifying Investor subscribing for New Shares will be entitled to claim income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year.
The relief is given at the rate of 30% on the amount subscribed regardless of whether the Qualifying Investor is a higher rate, additional rate or basic rate tax payer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.
A Qualifying Investor, who acquires shares in VCTs in any tax year costing up to a maximum of £200,000, will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.
A Qualifying Investor who purchases existing shares in the market will be entitled to claim dividend relief (as described in paragraph 1.1(ii) above) but not relief from income tax on the investment (as described in paragraph 1.1(i) above).
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 on death) within five years of issue or if the VCT loses its approval within this period, as detailed below.
Dividend relief ceases to be available if the VCT loses its approval within this period, as detailed below, or if shares are no longer owned by a Qualifying Investor.
A disposal by a Qualifying Investor of VCT shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year and does not apply where VCT shares were issued after 5 April 2014 and are repurchased by the VCT directly from the shareholder within three years of issue.
An individual purchaser of existing VCT shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph 1.2(i) above).
The disposal of existing shares in a VCT within six months before or after subscription for new shares in the same VCT (or otherwise where the disposal and subscription is linked) will result in the amount of the investment in the new shares in the VCT to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on the disposal.
For a company to be fully approved as a VCT, it must meet the various requirements as summarised on pages 35 to 36.
If a company which has been granted approval as a VCT subsequently fails to comply with the conditions, approval as a VCT may be withdrawn. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, income tax relief ceases to be available on any dividend paid in any accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt, but gains thereafter will be taxable.
The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this section. The table shows how the initial tax reliefs available can reduce the effective cost of an investment of £10,000 in a VCT by a Qualifying Investor subscribing for VCT shares to £7,000:
| Tax Relief | Effective Cost | |
|---|---|---|
| Investor unable to claim any tax reliefs | Nil | £10,000 |
| Qualifying Investor able to claim full 30% income tax relief | £3,000 | £7,000 |
The combined effect of the initial income tax relief, tax-free dividends and tax-free capital growth can substantially improve the net returns of an investor in a VCT.
The Company will provide to each Investor a certificate which Qualifying Investors may use to claim income tax relief, either by obtaining from HMRC an adjustment to their tax coding under the PAYE system or by waiting until the end of the tax year and claiming relief in their tax return.
Investors not resident in the UK should seek their own professional advice as to the consequences of making an investment in a VCT as they may be subject to tax in other jurisdictions as well as in the UK.
To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:
Conditions (j) to (l) do not apply to investments in shares listed on a recognised stock exchange or to certain investment funds/vehicles.
The approved status of a VCT may also be affected if an investee company uses any funds from a VCT investment to acquire another company or trade in the five years after that investment.
The term 'eligible shares' means ordinary shares which do not carry any rights to be redeemed or preferential rights to assets on a winding up or dividends (other than certain non-cumulative fixed preferential rights).
A qualifying investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Chapters 3 and 4 of Part 6 of ITA 2007.
The conditions are detailed, but include the following requiring the investee company:
(vi) at the time of the VCT investment not to obtain more than £5 million of state-aided investment in any rolling 12 month period and £12 million of state-aided investment (£20 million for 'knowledge intensive' companies) during its lifetime;
(vii) to have its first commercial sale within seven years of the first state-aided investment in respect of the relevant trade (ten years from the end of the accounting period in which the company revenues were greater than £200,000 for 'knowledge intensive' companies), save for in certain limited circumstances where the funds are to be used in connection with a new product or geographical market; and
From 6 April 2012 there is a 'disqualifying purpose' test under which an investment will not be a qualifying investment if the investee company has been set up for the purpose of accessing tax reliefs or is in substance a financing business.
From 15 March 2018 there is a 'risk to capital' condition which requires (i) the investee company having objectives to grow and develop over the long term and (ii) the investment to carry a significant risk of losing more capital than the net return (including any tax relief).
From 15 March 2018, a VCT can no longer make secured loans to investee companies or have terms which give the ability to control the investee company. Loans can also provide no more than a commercial rate of return on the principal.
A Qualifying Company must be unquoted (for VCT purposes companies whose shares are traded on the ISDX and AIM markets are considered to be unquoted) and must carry on a qualifying trade. For this purpose certain activities are excluded (such as dealing in land or shares or providing financial services). The qualifying trade must either be carried on by, or be intended to be carried on, by the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter).
The company must have a permanent establishment in the UK, but the company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter.
A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51% owned.
A VCT must be approved at all times by HMRC. Approval has effect from the time specified in the approval.
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. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before such further funds become subject to the tests.
However, to aid the launch of a VCT, HMRC may give provisional approval if satisfied that conditions (b), (c), (f) and (g) in paragraph 1 above will be met throughout the current or subsequent accounting period and condition (d) in paragraph 1 above will be met in relation to an accounting period commencing no later than three years after the date of provisional approval.
The Company has obtained approval as a VCT from HMRC.
Approval of a VCT (full or provisional) may be withdrawn by HMRC if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost.
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.
Withdrawal of provisional approval has effect as if provisional approval had never been given (including the requirement to pay corporation tax on prior gains).
Investments made by VCTs in underlying portfolio companies are regarded as state-aided. Where the European Commission believes that state aid has been provided which is unlawful, in particular if it is not consistent with the Risk Finance Guidelines, it may require the Government to recover that state aid. Such recovery may be from the investee company, the VCT or the VCT's investors.
VCTs are exempt from corporation tax on chargeable gains. A VCT will be subject to corporation tax on its income (excluding dividends received from UK companies) after deduction of allowable expenses.
2.3.1 insubstitutionforanyexistingauthorities,theDirectorsoftheCompanyweregenerallyandunconditionallyauthorisedpursuant to section 551 of the CA 2006 to exercise all the powers of the Company to allot Shares and to grant rightsto subscribe for, or convert any security into, Shares up to an aggregate nominal amount of£586,130, provided thatthe authority conferred by this resolution shall expire (unlessrenewed, varied or revoked by the Company in a general meeting) on the date falling 15 months after the passing of this resolution, or if earlier, at the conclusion of the annual general meeting of the Company to be held in 2020 butso that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require Sharesto be allotted or rightsto be granted aftersuch expiry and the Directors of the Company shall be entitled to allot Shares or grant rights pursuant to any such offers or agreements as if the authority conferred by this resolution had not expired;
2.3.2 in substitution for any existing authorities, the Directors were empowered in accordance with sections 570 and 573 of the CA 2006to allot ormake offers or agreementsto allot equity securities(as defined insection560oftheCA2006)for cash,pursuant to the authority conferred upon themby the resolution detailed at paragraph 2.3.1 above, or byway of a sale oftreasury shares, as if section 561(1) of the CA 2006 did not apply to any such sale or allotment, provided that the power conferred by this resolution shall be limited to:
in each case where the proceeds may be used, in whole or part, to purchase the Company's Shares in the market provided that this authority shall expire (unless renewed, varied or revoked by the Company in a general meeting) on the date falling 15 months after the passing of thisresolution, or if earlier, at conclusion of the annual general meeting to be held in 2020, except thattheCompanymay, before expiry ofthis authority,make offers or agreementswhichwould ormightrequire equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred had not expired; and
In this paragraph 3, reference to ''Directors'' meansthe directors ofthe Company from time to time,reference to the ''Board'' meansthe board of directors of the Company from time to time and reference to "Group" means the Company and its subsidiaries from time to time, and "Group Company" means any company in the Group.
The Memorandum, which, by virtue of section 28 of the CA 2006, is now treated as being part of the Articles, provides that the Company's principal object and purpose isto carry on the business of a VCT.
The following is a summary of the current Articles.
Subjectto the provisions ofthe CompaniesActs generalmeetings, including annual generalmeetings,shall be held atsuch time and place asthe Board may determine.
2.2 Notice of general meetings
General meetingsshall be convened by such minimum period of notice as may be required by the Companies Acts.
Every notice convening a general meeting shallspecify:
The notice shall be given to the members(otherthan anywho underthe provisions oftheArticles or of any restrictionsimposed on any shares are not entitled to receive notice fromthe Company),to theDirectors and to theAuditors and ifmore than one for the time being, to each of them.
2.4 Omission to send notice
The accidental omission to send a notice of meeting or, in cases where it is intended that it be sent out with the notice, any document relating to a meeting including an instrument of proxy, to, or the non-receipt of either by, any person entitled to receive the same shall notinvalidate the proceedings atthat meeting.
No businessshall be transacted at any general meeting unless a quorum is present when the meeting proceedsto business but the absence of a quorum shall not preclude the choice or appointment of a chairman which shall not be treated as part of the business of the Meeting. Two persons entitled to attend and to vote on the business to be transacted, each being a member present in person or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum.
3.2 If quorum not present
Ifwithin 15minutes(orsuch longerinterval asthe Chairman in his absolute discretion thinks fit)fromthe time appointed forthe holding of a general meeting a quorum is not present, orif during a meeting such a quorum ceasesto be present,the meeting, if convened on the requisition ofmembers,shall be dissolved.In any other case,themeeting shallstand adjourned to such day and atsuch time and place asthe Chairman (or, in default, the Board) may determine, being not lessthan ten clear daysthereafter. lf at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting one member presentin person or by proxy or (being a corporation) by a duly authorised representative shall be a quorum. If no such quorum is present or if during the adjourned meeting a quorum ceasesto be present,the adjourned meeting shall be dissolved.
At any general meeting a resolution put to a vote of the meeting shall be decided on a show of hands unless (before or immediately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. Subjectto the provisions ofthe Companies Acts, a poll may be demanded by:
(a) the Chairman ofthe meeting; or
The Chairman may also demand a poll before a resolution is putto the vote on a showof hands.
4.2 Chairman's declaration conclusive on showof hands.
Unless a poll is duly demanded and the demand is not withdrawn a declaration by the Chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive, and an entry to that effectin the book containing the minutes of proceedings ofthe Company shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution.
Subjectto any rights or restrictions attached to any shares:
Subjectto the provisions oftheCompaniesActs, if at any time the share capital oftheCompany is divided into shares of different classes any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be wound up) may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consentinwriting ofthe holders of notlessthan three quartersin nominal value ofthe issued shares ofthe class orwith the sanction of a specialresolution passed at a separate generalmeeting ofthe holders ofshares ofthe class duly convened and held as provided in the Articles(but not otherwise).
Allthe provisionsin theArticles asto generalmeetingsshallmutatismutandis apply (with any necessarymodifications)to every meeting ofthe holders of any class ofsharessave that:
Except as may be provided in the Articles, each member may transfer all or any of hisshares by instrument oftransfer inwriting in any usual form or in any form approved by the Board. Such instrumentshall be executed by or on behalf ofthe transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it.
8.2 Right to refuse registration
The Board may in its absolute discretion andwithout giving any reason refuse to register any share transfer unless:
(b) itisin respect of a share onwhich the Company has no lien;
(c) itisin respect of only one class ofshares;
Subjectto the provisions ofthe CompaniesActs and oftheArticles,the Company may by ordinary resolution declare that out of profits available for distribution, dividends be paid to members according to their respective rights and interestsin the profits of the Company available for distribution.However, no dividend shall exceed the amountrecommended by the Board.
9.2 Interim Dividends
Subject to the provisions of the Companies acts, the Board may declare and pay such interim dividends(including any dividend payable at a fixed rate) as appear to the Board to be justified by the profits of the Company available for distribution and the position of the Company. If at any time the share capital of the Company is divided into different classes, the Board may pay such interimdividends on shareswhich rank aftershares conferring preference rightswith regard to dividend aswell as on shares conferring preferential rights unless at the time of payment any preferential dividend isin arrears. Provided that the Board acts in good faith it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer in consequence of the declaration or by the lawful payment of any interim dividend on any shares ranking after those with preferential rights.
9.3 Entitlementto dividends
Except as otherwise provided by the rights attached to shares, all dividendsshall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid. Subject as aforesaid, all dividendsshall be apportioned and paid pro rata according to the amounts paid up or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms providing that it shall rank for dividend as from a particular date or be entitled to dividends declared after a particular date it shall rank for or be entitled to dividends accordingly.
All dividends and interest shall be paid (subject to any lien of the Company) to those members whose names shall be on the register atthe date atwhich such dividend shall be declared or atthe date atwhich such interestshall be payable respectively, or atsuch other date astheCompany by ordinary resolution ortheBoardmay determine, notwithstanding any subsequenttransfer or transmission of shares.
The Board may pay the dividends or interest payable on sharesin respect of which any person is by transmission entitled to be registered as holderto such person upon production ofsuch certificate and evidence aswould be required ifsuch person desired to be registered as a member in respect of such shares.
10.3 Forthese purposes:
(a) the Adjusted Capital and Reserves means a sum equalto the aggregate from time to time of:
all as shown in the latest audited balance sheet of the Group (prepared on the historical cost basis, modified to the extent as may be stated in the accounting policies used forthe preparation ofsuch balance sheet) but after:
credits relating to the purchase of goods or services in the ordinary course of trading and outstanding for 6 months or less;
but do not include:
and in paragraphs (vii) to (xii) above references to amounts of moneys borrowed include references to amounts which, butforthe exclusion underthose paragraphs,would fallto be included;
in the latest audited balance sheet of the relevant member of the Group on which such consolidation was based as otherwise than borrowed moneys ofthat member ofthe Group;
The Board may, provided the quorum and voting requirements set out below are satisfied, authorise any matter that would otherwise involve Directors breaching their duty underthe Companies Act 2006 to avoid conflicts of interest.
AnyDirector(including theDirector concerned)may propose thattheDirector concerned be authorised in relation to anymatter the subject of such a conflict. Such proposal and any authority given by the Board shall be effected in the same way that any other matter may be proposed to and resolved upon by the Board under the provisions of the Articles, except that the Director concerned and any other Directorwith a similar interest:
11.7.1.2 theDirector concerned and any otherDirectorwith a similar interestwill be obliged to conductthemselvesin accordancewith any termsimposed by the Board from time to time in relation to the conflict;
11.7.1.3 any authority given by the Board in relation to a conflict may also provide thatwhere the Director concerned and any other Director with a similar interest obtains information that is confidential to a third party, the Directorwill not be obliged to disclose thatinformation to the Company, orto use the information in relation to the Company's affairs,where to do sowould amountto a breach ofthat confidence;
Subject to the provisions of the Companies Acts and the paragraph 11.7 above and further provided that the Articles are compliedwith, a Directors, notwithstanding their office:
being lodged in respect of it and may issue a new certificate to the transferee. An instrument of transfer executed by that person shall be as effective asif it had been executed by the holder of, orthe person entitled by transmission to,the shares. The purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity or invalidity in the proceedingsrelating to the sale.
The Board maywith the authority of an ordinary resolution ofthe Company:
(any agreement made undersuch authority being effective and binding on allsuch holders); and
(f) generally do all acts and thingsrequired to give effectto such resolution.
At any time when the Company has given notice in the prescribed form (which has not been revoked) to the registrar of companies of its intention to carry on business as an investment company (a Relevant Period) distribution of the Company's capital profitsshall be prohibited. The Board shall establish a reserve to be called the capital reserve. During a Relevant Period all surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, payment off of or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Board to be in the nature of accretion to capital shall be credited to the capital reserve. Subject to the Companies Acts, the Board may determine whether any amount received by the Company is to be dealt with as income or capital or partly one way and partly the other. During a Relevant Period, any loss realised on the realisation or payment off of or other dealing with any investments or other capital assets and,subject to the Companies Acts, any expenses, loss or liability (or provision therefor) which the Board considersto relate to a capital item or which the Board otherwise considers appropriate to be debited to the capital reserve shall be carried to the debit ofthe capital reserve. During a Relevant Period, allsums carried and standing to the credit ofthe capital reserve may be applied for any ofthe purposesforwhich sumsstanding to any revenue reserve are applicable except and provided that notwithstanding any other provision oftheArticles during a Relevant Period no part of the capital reserve or any other money in the nature of accretion to capital shall be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution or be applied in paying dividends on any sharesin the Company. In periods other than a Relevant Period any amountstanding to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution or be applied in paying dividends on any sharesin the Company.
The Board shall have powerin the name and on behalf ofthe Company to present a petition to the courtforthe Company to be wound up.
If the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the capital which at the commencement of the winding up is paid up on the shares held by them respectively and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. The above is subject to the rights attached to any shares which may be issued on special terms or conditions.
Ifthe Company iswound up the liquidatormay,with the sanction of a specialresolution ofthe Company and any othersanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may for that purpose value any assets and determine how the division shall be carried out as between the members or different classes of members. Any such division may be otherwise than in accordance with the existing rights of the members but if any division is resolved otherwise than in accordance with such rights the members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to section 110, Insolvency Act 1986. The liquidator may with the like sanction vest the whole or any part of the whole of the assets in trustees on such trusts for the benefit of the members as the liquidator with the like sanction shall determine but no member shall be compelled to accept any assets on which there is a liability.
In order for the future of the Company to be considered by the members, the Board shall at the annual general meeting of the Company falling afterthe fifth anniversary ofthe last allotment ofsharesin the Company and thereafter at five yearly intervals, invite the members to consider and debate the future of the Company (including, without limitation, whether the Company should be wound up, sold or unitised) and as soon as practicable following that meeting shall convene a general meeting to propose such resolution asthe members attending the annual general meeting may by ordinary resolution require.
The Board may make such arrangements asitsees fit,subject to the CA 2006, to deal with the Transfer, allotment and holding ofsharesin uncertificated form and related issues.
The Company shall indemnify the directors to the extent permitted by law and may take out and maintain insurance for the benefit ofthe directors.
4.1 As at 28 January 2019 (this being the latest practicable date prior to publication of this document), the Company is not aware of any person who has, or will have immediately following the issue of the New Shares pursuant to the Offer, directly or indirectly, an interest in the Company's capital or voting rightswhich is notifiable underUK law(underwhich, pursuantto CA2006 and the Listing Rules and the Disclosure & Transparency Rules ofthe FCA, a holding of 3% or more must be notified to the Company).
4.2 As at 28 January 2019 (this being the latest practicable date prior to publication of this document), the interests of the Directors as follows:
| Director | Shares | % of Share Capital |
|---|---|---|
| Peter Dicks | 176,510 | 0.15 |
| Charlotta Ginman | 6,101* | 0.01 |
| JeremyHamer | 40,456 | 0.03 |
| JocelinHarris | 99,513 | 0.09 |
* A further 6,101 Shares are held by a connected person
| Director | Fees Paid in the Year Ended 30 September 2018 (£) |
|---|---|
| Peter Dicks | 28,800 |
| Charlotta Ginman | 23,060 |
| JeremyHamer | 25,880 |
| JocelinHarris | 25,880 |
| Director | Investee Company | Director/Shareholder |
|---|---|---|
| Peter Dicks | AntlerHoldco Limited* Brady plc |
Shareholder Shareholder |
| Mears Group plc | Shareholder | |
| Sanderson plc | Shareholder | |
| Stride Gaming plc | Shareholder | |
| Totally plc | Shareholder | |
| Charlotta Ginman | Keywords Studios plc | Shareholder/Non-Executive Director |
| Lloyds Banking Group plc | Shareholder | |
| JeremyHamer | Access Intelligence plc | Shareholder/Non-Executive Director |
| Avingtrans plc | Shareholder | |
| Kellan Group plc | Shareholder | |
| Lloyds Banking Group plc | Shareholder | |
| Netcall plc | Shareholder | |
| Uvenco UK plc (in liquidation) | Shareholder/Non-Executive Chairman | |
| JocelinHarris | Animalcare Group plc | Shareholder |
| AntlerHoldco Limited* | Shareholder | |
| APC Technology Group plc | Shareholder | |
| Lloyds Banking Group plc | Shareholder | |
| Mears Group plc | Shareholder | |
| Totally plc | Shareholder | |
| Vianet Group plc | Shareholder |
* AntlerHoldco Limited is a shareholder of Interactive Investor Limited inwhich the Company hasinvested.
| Director | Current | Past Five Years |
|---|---|---|
| Peter Dicks | Alchemy VR Ltd Foresight Solar Fund plc Mercia Fund 1 General Partner Limited Miton UK MicroCap Trust plc ParkgateHouse Freehold Limited SVM UK Emerging Fund plc Unicorn AIM VCT plc |
AntlerHoldco Limited Daniel Stewart Securities plc Foresight VCT plc Foresight 2 VCT plc (dissolved) Foresight 3 VCT plc (dissolved) Foresight 4 VCT plc ICG Enterprise Trust plc Mears Group plc Miton Income Opportunities Trust plc (dissolved) Polar Capital Technology Trust plc Private Equity Investor plc (now Private Equity Investor Limited) R L Products Limited (dissolved)* |
| Charlotta Ginman | Consort Medical plc Keywords Studios plc Motif Bio plc Pacific Assets Trust plc Polar Capital Technology Trust plc Unicorn AIM VCT plc |
Kromek Group plc Wolfson Microelectronics plc (nowCirrus Logic International (UK) Ltd) |
| JeremyHamer | Access Intelligence plc Fin Dec Ltd Port Regis School Limited Unicorn AIM VCT plc Westminster Coaching LLP |
Avingtrans plc Drinkmaster Limited (now DM Realisations Limited) (in administration) DrinkmasterHoldings Limited Integer (VBD) Limited (dissolved)* Snack in the Box Limited (now SB Realisations Limited) (in administration) Simply Drinks Limited Snacktime UK Limited SQS Software Quality Systems AG Uvenco UK plc (liquidation) V.M.I (Blackburn) Limited (now Uvenco Limited) (in administration) Vendia UK Limited |
| Director | Current | Past Five Years |
|---|---|---|
| JocelinHarris | 8 Stafford Terrace (Freehold) Limited British American Rubber Company LLC Circular Wave Limited Durrington Corporation Limited Eeonyx Corporation (USA) Foresight VCT plc Halkin Secretaries Limited Halpin Partnership Limited Hip andHealthy Limited Lightfoot Solutions UK Limited Lightfoot Solutions Group Limited Millennium Mats Limited Obillex Limited The Millennium Mat Company LLC (USA) Tudor Roof Tile Co. Limited Unicorn AIM VCT plc |
8 Stafford Terrace (Management) Limited (dissolved) Foresight 2 VCT plc (dissolved) Keycom plc (nowPCCW Global Networks(UK) plc) Nishana Investments Limited (BVI) Mintec Limited Roil Foods Limited Roilvest Limited Serres Limited (dissolved) The St Peter's College Foundation Unipower Solutions Europe Limited (dissolved) |
4.12 None ofthe Directors have had any convictionsin relation to fraudulent offences during the previous five years.
Save as disclosed in this paragraph,theCompany has not entered, otherthan in the ordinary course of business, into any contractwhich is or may be material to the Company within the two years immediately preceding the publication of this document or into any contract containing provisions under which the Company has any obligation or entitlement which is material to the Company as at the date of this document:
6.1 An investment management agreement dated 1 October 2001 (assupplemented by agreements/deeds dated 20 January 2004, 19 February 2007, 9 March 2010, 12 April 2010 and 1 October 2018) between the Company (1) and Unicorn AM (2) pursuanttowhich Unicorn AM provides certain investment managementservicesto the Company.
Upto30September2018,the InvestmentManagerreceived anannualmanagementfee of anamount equalto2.0%ofthenet assets oftheCompany excluding the value of any investmentsmade by theCompany in otherUnicornAMmanaged funds(togetherwith any applicable VAT). The fee was calculated and paid quarterly in advance. If the Company raised further funds during a quarter, the net assetsfor the relevant quarter were increased by an amount equal to the amount raised (net of costs) multiplied by the percentage of daysin that quarter afterthe fundswere raised.
From 1 October 2018, the Investment Manager receives an annual management fee of an amount equal to 2.0% of the net assets of the Company up to net assets of £200 million and 1.5% of the amount of the net assets of the Company in excess of £200 million (together with any applicable VAT). The value of any investments made by the Company in other Unicorn AM managed funds are excluded from the value of the net assets of the Company. The fee is calculated and paid quarterly in arrears. If the Company raises further funds during a quarter, the net assets for the relevant quarter are reduced by an amount equal to the amount raised (net of costs) multiplied by the percentage of daysin that quarter priorto the funds being raised.
Under this agreement, the Investment Manager has agreed to meet the normal annual expenses of the Company (excluding performance incentive fees and trail commission) in excess of an amount equalto 3.6% ofthe net assets ofthe Company as atthe end of each financial year to 30 September 2018, with the cap reduced to 2.75% of the net assets of the Company as at the end of each financial yearthereafter.
TheInvestmentManagermayretainanydirector'sfeeswhichitreceivesinconnectionwithaninvestmentmadebytheCompanysubject to priorwritten approval oftheBoard.The InvestmentManagerisrequired to accountto theCompany for allsyndication, arrangement and transaction fees, commissions, refunds of commissions and interest received by the Investment Manager in connection with the management ofthe investments ofthe Company.
The agreementisterminable by either party on 12months' notice to expire on or after 12April 2012,subjectto termination sooner by either party in the event of, inter alia, a party having a receiver, administrator or liquidator appointed or committing a material breach of the agreement or by the Company if it fails to become, or ceases to be, a VCT for tax purposes or where the Investment Manager ceasesto be authorised by the FinancialConductAuthority orifthere is a change in control ofthe InvestmentManager.The agreement contains provisionsindemnifying the InvestmentManager against any liability not due to its default, gross negligence, fraud or breach ofthe Financial Services and Markets Act 2000.
commission and any facilitated initial adviser charges) in consideration for a promotion fee of 2.5% of the Application Amounts in respect oftheApplications accepted undertheOffer, plus an amount equalto any 'execution-only' financial intermediary commissions. The Investment Manager has further agreed that, to the extent that the actual costs of the Offer are less than the amount of the promotion fee payable to it,the Investment Managerwill rebate this amountto the Company.
6.4 A letter dated 19 December 2018 from Panmure Gordon pursuant to which Panmure Gordon has been appointed as sponsor to the Offer. The Company has agreed to indemnify Panmure Gordon for any loss suffered in respect of its role as sponsor to the Offer. The Company's liability under this indemnity is unlimited. This engagement may be terminated at any time.
8.1 Corporate Governance
The Board adopts the Association of Investment Companies Code of Corporate Governance (AIC Code). The AIC Code addresses all principlessetoutintheUKCorporateGovernanceCode(theUKCode),aswellassettingoutadditionalprinciplesandrecommendations on issuesthat are ofspecific relevance to theCompany.The FinancialReportingCouncil(FRC) has confirmed thatin complyingwith the AICCode,theCompanywillmeetits obligationsin relation to theUKCode and paragraph9.8.6ofthe ListingRules.TheBoard believes thatreporting againstthe principles and recommendations ofthe AIC Codewill provide more relevantinformation to shareholders.
As atthe date ofthis document,the Company has compliedwith the recommendations oftheAIC Code and the relevant provisions of the UK Code exceptwhere noted below. There are certain areas ofthe UK Code thatthe AIC does not consider relevantto investment companies and with which the Company does not specifically comply, for which the AIC Code provides dispensation. These areas are as follows:
As an investment company managed by third parties, the Company does not employ a chief-executive, nor any executive directors. The systems and procedures of the Investment Manager and ISCA Administration Services, the provision of VCT monitoring services by PricewaterhouseCoopers LLP, and the annual statutory audit as well as the size of the Company's operations, gives the Board confidence that an internal auditfunction is not appropriate.
At least four formal Board meetings are scheduled every year and other meetings are held as necessary. Matters specifically reserved for decision by the Board have been defined. These include compliance with the requirements of CA 2006, the UK Listing Authority, Alternative Investment Fund Manager's Directive (AIFMD), the London Stock Exchange and UK Accounting Standards; changes relating to the Company's capital structure or its status as a public limited company; Board and committee appointments and terms of reference of committees; material contracts of the Company and contracts of the Company not in the ordinary course of business. The Board as a whole considers management engagement, nomination and remuneration matters rather than delegating these to committees, as all ofthe currentDirectors are considered independent ofthe InvestmentManager.Management engagementmatters include an annualreviewoftheCompany'sservice providers,with a particular emphasis on reviewing the InvestmentManagerin terms of investment performance, quality of information provided to the Board and remuneration. The Board as awhole considers Board and committee appointments and the remuneration of individual Directors.
The primary focus at each quarterly Board meeting is governance, overallstrategy and a review of investment performance, including but not limited to investor relations, peer group information and issues affecting the investment industry as a whole. The Board, with the Investment Manager and the Company's broker, monitors the level of the share price discount and, if considered appropriate, takes action to reduce it.Aprocedure has been adopted forindividualDirectors, in the furtherance oftheir duties,to take independent professionaladviceatthe expense oftheCompany.TheDirectorshave accessto theadvice andservices oftheCompany Secretary,who isresponsible to the Board for ensuring board procedures are followed. Both the appointment and removal of the Company Secretary are mattersforthe Board as awhole.WhereDirectors have concernswhich cannot be resolved aboutthe running ofthe Company or a proposed action,they are asked to ensure thattheir concerns are recorded in the Board minutes. The Board hassatisfied itselfthatthe Audit Committee hassufficientresourcesto undertake its duties.
All Directors are subject to election by Shareholders at the first annual general meeting following their appointment. Each Director retires by rotation at an annual generalmeeting ifthey have held office as a director atthe two immediately preceding annual general meetings and did not retire at either of those meetings in accordance with the Articles and must retire annually after nine years.
In terms of overall length of tenure, the AIC Code does not explicitly make recommendations. Some market practitioners feel that considerable length of service (which has generally been defined as a limit of nine years) may lead to the compromise of a director's independence.TheBoarddoesnotbelievethatadirectorshouldbeappointedforafiniteperiod.PeterDickshasnowservedtheCompany forseventeen years and JocelinHarris hasserved fortwelve years. The Board, however, considersthatthey remain independent ofthe Investment Manager as they continue to offer independent, professional judgement and constructive challenge of the Investment Manager. In accordancewith theAIC Code and theArticles, however, PeterDicks and JocelinHarriswill offerthemselvesforre-election annually.
TheBoardhas consideredwhether eachDirectorisindependentincharacterandjudgementandwhetherthereareany relationshipsor circumstanceswhich are likely to affect, or could appearto affect,theDirector'sjudgement and has concluded that, all oftheDirectors are independent of the Investment Manager. Peter Dicks is a shareholder of Mears Group plc, Antler Holdco Limited (which is a shareholder of Interactive Investor Limited, inwhich the Company has an investment), Brady plc, Stride Gaming plc, Sanderson plc and Totally plc. Jocelin Harris has a beneficial interest in Mears Group plc and is a shareholder of Antler Holdco Limited, APC Technology Group plc, Animalcare Group plc, Lloyds Banking Group plc, Totally plc and Vianet Group plc. Jeremy Hamer is the non-executive chairman of Uvenco UK plc (in liquidation), holding 2.6% of the issued share capital, a non-executive director and a shareholder of AccessIntelligence plc, and a shareholder in Kellan plc, Avingtrans plc, Lloyds Banking Group plc and Netcall plc. Charlotta Ginman is a non-executive director and shareholder of Keywords Studios plc and a shareholder in Lloyds Banking Group plc.
The Directors, who were each independent of each conflict noted above, considered the circumstances and agreed that all of the relevantDirectorsin each case remain independent ofthe InvestmentManager, asthese relationships are not of amaterialsize to their assets and other business activities nor to those of the Company. There are no other contracts or investments in which the Directors have declared an interest.
The above potential conflicts, alongwith other potential conflicts, have been reviewed by the Board in accordancewith the procedures under the Articles and applicable rules and regulations and have been authorised by the Board in accordance with these procedures. TheArticles allowtheDirectorsnotto disclose informationrelatingto a conflictwhere to do sowould amountto abreachof confidence. The Board places great emphasis on the requirement for the Directors to disclose their interests in investments (and potential investments) and has instigated a procedure whereby a Director declaring such an interest does not participate in any discussions or decisions relating to such investments. The Directors inform the Board of changes to their other appointments as necessary. The Board reviewsthe authorisationsrelating to conflicts quarterly.Authorisationwill be reviewed should there be amaterial change in an authorised conflict. Future conflicts of interest will be considered by the Board under the above procedures and will be reported upon accordingly.
The Board aims to include a balance of skills and experience that the Directors believe to be appropriate to the management of the Company. The Chairman fully meets the independence criteria as set out in the AIC Code. The effectiveness of the Board and the Chairman is reviewed annually as part of the internal control process led by the senior independent director. The senior independent director evaluates all responses and provides feedback to the Board. In the year to 30 September 2018, he concluded that the composition and performance of the Board was effective. The Directors monitor the continuing independence of the Chairman and inform him of their discussions.
As noted above the Board as awhole considers mattersrelating to management engagement, nomination and remuneration.
TheAudit Committee comprises all oftheDirectors and JeremyHamer acts as Chairman. The Board issatisfied thatJeremyHamer has recent and relevant financial experience. The Committee meets quarterly to review the internal financial and nonfinancial controls,
accounting policies and contents of the half-yearly and annual reports to Shareholders. It has primary responsibility for making recommendations on the appointment and removal ofthe external auditors. The Committee reviewsthe independence ofthe auditors and the effectiveness of the audit process annually. Should the Committee be dissatisfied with the standard of service received from the incumbent auditor, a tender process would be undertaken. The Company's external auditors are invited to attend meetings as appropriate.
8.3 Risk Management
The Board has overall responsibility forthe Company's affairsincluding the determination of itsinvestment policy. The Board,through itsAuditCommittee,undertakesaquarterly reviewoftheCompany'sriskmanagementregistertoidentifyanynewrisksandensurethat adequate and appropriate controls are in place to manage those risks. Risk is spread by investing in a number of different businesses across differentindustry sectors. The InvestmentManagerisresponsible formanaging sector and stock specific risk and the Board does notimpose formal limitsin respect ofsuch exposures.However, in ordertomaintain compliancewithHMRCrules and to ensure that an appropriate spread ofinvestmentrisk is achieved,theBoard receives and reviews comprehensive reportsfromthe InvestmentManager on amonthly basis.When the investmentmanager proposestomake an investmentin an unquoted company,the prior approval ofthe Board isrequired. ISCA Administration Services provides company secretarial and accountancy servicesto the Company.
Audited financial information on the Company has been published in the annual reports for the years ended 30 September 2016, 2017 and 2018,whichwere audited by BDOLLP of 55 Baker Street, LondonW1U7EUandwere reported onwithout qualification and contained no statements under Chapter 3 of Part 16 of CA 2006.
The annual reports referred to above were prepared in accordance with UK generally accepted accounting practice (GAAP), the fair value rules oftheCompaniesActs and the Statement ofRecommended Practice 'Financial Statements ofInvestment TrustCompanies'.
The financial information forthe years ended 30 September 2016, 2017 and 2018was prepared under FRS 102.
The annual reports referred to above contain a description of the Company's financial condition, changes in financial condition and results of operation for each relevant financial year and are being incorporated by reference (which contain the information as detailed below) and can be accessed at the following website:
www.unicornaimvct.co.uk
and are available for inspection atthe National Storage Mechanism,which can be accessed at:
www.morningstar.co.uk/uk/NSM
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. The two tables below comprise a cross-referenced list of information incorporated by reference. The parts of these documents which are not being incorporated by reference are either not relevant for an investor or are covered elsewhere in the Prospectus.
The annual report includes the following information:
| 2016 | 2017 | 2018 | |
|---|---|---|---|
| Description | Annual Report |
Annual Report |
Annual Report |
| Balance Sheet(or equivalent) | Page 45 | Page 45 | Page 47 |
| Income Statement(or equivalent) | Page 44 | Page 44 | Page 46 |
| Statementshowing all changesin equity (or equivalent note) | Page 46 | Page 46 | Page 48 |
| Cash FlowStatement | Page 47 | Page 47 | Page 49 |
| Accounting Policies and Notes | Pages 48-63 | Pages 48-63 | Pages 50-65 |
| Auditor's Report | Page 41 | Page 40 | Page 42 |
This information has been prepared in a form consistent with that which will be adopted in the Company's next published annual financialstatements having regard to accounting standards and policies and legislation applicable to those financialstatements.
The annual report also includes operating/financial reviews asfollows:
| Description | 2016 Annual Report |
2017 Annual Report |
2018 Annual Report |
|---|---|---|---|
| Objective | inside front cover | inside front cover | inside front cover |
| Performance Summary | Page 2 | Page 2 | Page 2 |
| Results and Dividend | Page 2 | Page 2 | Page 2 |
| Investment Policy | Page 7 | Page 5 | Page 6 |
| Outlook | Page 5 | Page 3 | Page 4 |
| Investment Manager's Review | Pages 12-15 | Pages 11-14 | Pages 12-16 |
| Portfolio Summary | Pages 16-25 | Pages 15-25 | Pages 18-27 |
| Business Review | Page 6 | Page 4 | Page 5 |
| Valuation Policy | Page 48 | Page 48 | Page 50 |
As at 30 September 2018, the date to which the most recent audited financial information on the Company has been drawn up, the Company had net assets of £201.4 million (171.8p per Share).
The unaudited net assets of the Company as at 31 December 2018 (taken from the unaudited financial information on the Company to 31 December 2018)were £165.6 million (141.7p per Share).
11.1 The Company is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document.
| Shareholders' Equity | £'000 |
|---|---|
| Called-up share capital | 1,172 |
| Capital redemption reserve | 99 |
| Share premium account | 106,325 |
| Capital reserve | 80,152 |
| Special reserve | 7,401 |
| Profit and loss account | 6,279 |
| Total | 201,428* |
* Thenet assets oftheCompany reduced from£201.4millionas at30September2018(audited)to£165.6millionas at31December 2018 (unaudited). The material movementsin the capitalisation ofthe Companywere thatthe capital and special reservesreduced in aggregate by approximately £39,180 million and the profit and loss account increased by £3.328 million. Save as set out in this paragraph, there has been no material change in the capitalisation of the Company between 30 September 2018, the date to which the last audited financial information on the Company was made up to and 28 January 2019, the latest practicable date before the date of publication of this document.
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 offer closes at the offices of Shakespeare Martineau LLP, 60 Gracechurch Street, London EC3V 0HR and also atthe registered office ofthe Company:
| ''Admission'' | admission oftheNewShares allotted undertheOfferto the premiumtier oftheOfficial List and to trading on the London Stock Exchange becoming effective |
|---|---|
| "advised investor" | an investor who received advice from a financial intermediary in respect of an investment under the Offer |
| ''AIM" | the Alternative Investment Market ofthe London Stock Exchange |
| ''Allotment Formula'' | the formula, pursuant to which the number of New Shares to be allotted to an Applicant under the Offer, as further detailed in Part II of this document |
| "Applicant" | an applicant under the Offer |
| "Application" | a valid application by an Applicantfor Offer Shares pursuantto the Offer |
| "Application Amount" | the amount remitted by the Applicant with the Applicant's Application, including any amountrequested to be facilitated, as accepted underthe Offer |
| ''Application Form'' | an application form for use in respect of the Offer as set out in this document or otherwise made available by the Company |
| ''Articles'' | the articles of association of the Company |
| ''Board'' | the board of Directors ofthe Company |
| ''Business Day" | means any day on which banks are generally open for business in London, other than a Saturday |
| ''CA 2006'' | the Companies Act 2006 (as amended) |
| "City Partnership" | The City Partnership (UK) Limited |
| "COBS" | conduct of businesssourcebook, forming part ofthe FCA handbook |
| "Common Reporting Standard" | the OECD Common Reporting Standard for Automatic Exchange of Financial Account Information |
| "Companies Acts" | CA 2006 and the Companies Act 1985 and regulations made thereunder (as amended) (as applicable) |
| ''Company'' | Unicorn AIM VCT plc |
| "Company Secretary" | the company secretary of the Company from time to time |
| ''CREST'' | the computerised settlement system to facilitate the transfer of title to securities in uncertified form operated by Euroclear UK & Ireland Limited |
| ''Directors'' | the directors ofthe Company (and each a ''Director'') |
| "Disclosure and Transparency Rules" | the Disclosure and Transparency Rules ofthe UKLA |
| "Distributor" | LGBR Capital London Limited |
| "EEA States" | the member states of the European Economic Area |
| "'Execution-only' investor" | an investorwho invests underthe Offerthrough an 'execution-only' financial intermediary |
| ''FCA'' | the Financial Conduct Authority |
| ''FSMA" | the Financial Services and Markets Act 2000 and regulations made thereunder (as amended) |
| ''HMRC'' | HM Revenue & Customs |
| "Investment Amount" | anApplicant'sApplicationAmount, less any amount of any initial adviser charge agreed to be facilitated in respect of an advised investor) |
| ''Investment Manager'' or ''Unicorn AM" | Unicorn Asset Management Limited |
| ''IPEVC Valuation Guidelines'' | International Private Equity and Venture Capital Valuation Guidelines |
| "ISCA Administration Services" | ISCA Administration Services Limited |
| ''ITA 2007'' | the Income Tax Act 2007 (as amended) |
| "Key Information Document" | the key information document produced by the Company |
| "LGBR Capital" | LGBR Capital London Limited |
| ''Memorandum" | the memorandum of association of the Company |
|---|---|
| ''NAV'' or ''net asset value'' | the net asset value of a company calculated in accordancewith that company's accounting policy |
| ''NewShares'' | newSharesto be issued pursuantto the Offer (and each a "NewShare") |
| "NEX Exchange" | the NEX Exchange, a prescribed marketforthe purposes ofsection 118 of FSMA |
| "OEIC" | open-ended investment company |
| ''Offer'' | the offer forsubscription to raise up to £15 million, with an over-allotment facility to raise up to a further £10million,through the issue of up to, in aggregate, 25millionNewShares as set out in this document |
| ''Offer Price" | the price at which New Shares will be issued to be determined by dividing the Investment Amount by the number ofNewSharesto be issued as calculated pursuantto theAllotment Formula |
| ''Official List'' | the Official List maintained by the UKLA |
| "Panmure Gordon" | Panmure Gordon (UK) Limited |
| ''Prospectus'' | this document |
| ''Qualifying Company'' | an unquoted (including an AIM-listed) company which satisfies the requirements of Chapter 4 of Part 6 of the ITA 2007 |
| ''Qualifying Investors" | individuals aged 18 or over who are resident in the United Kingdom and who invest in the Company (and each a "Qualifying Investor") |
| "Receiving Agent" | City Partnership in its capacity asreceiving agent underthe Offer |
| ''Registrars'' | Link Asset Services (a trading name of Link Registrars, previously known as Capita Registrars) until 28 February 2018,thereafter City Partnership |
| ''Shareholders" | holders of Shares (and each a ''Shareholder') |
| ''Shares'' | ordinary shares of 1p each in the capital of the Company (and each a ''Share'') |
| ''SME" | small, medium enterprise |
| "trail commission" | annual commission payable to 'execution-only' financial intermediaries |
| ''UK Listing Authority'' or ''UKLA'' | the FCA acting in its capacity asthe competent authority forthe purposes of Part VI ofthe FSMA |
| "United Kingdom" or"UK" | the United Kingdom of Great Britain and Northern Ireland |
| "United States" or"US" | the United States of America, its states, territories and possessions (including the District of Columbia) |
| "VCT Value" | the value of an investment calculated in accordancewith section 278 ofthe Tax Act |
| "Venture Capital Investments" | shares in, or securities of, a Qualifying Company held by a Venture Capital Trust which meetsthe requirements described in Chapter 4 of Part 6 ofthe ITA 2007 |
| ''Venture Capital Trust'' or ''VCT'' | a venture capitaltrust as defined in section 259 ITA 2007 |
g. agree that all Applications and instructions to facilitate any initial adviser charges and contracts resulting therefrom shall be governed by and construed in all respects in accordance with English law and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with any such Applications and instructions to facilitate any adviser charges, acceptances of Applications and contractsin any other manner permitted by lawor any court of competentjurisdiction;
h. agree that, in respect of those New Shares for which your Application has been received and processed and not refused, acceptance of your Application shall be constituted by inclusion in an allotment of NewSharesto you;
outside the UK wishing to make an Application for New Shares to satisfy themselves as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue,transfer or othertaxesrequired to be paid in such territory.
The right is reserved, notwithstanding the basis so determined, to reject in whole or in part and/or scale down any Application, in particularmultiple and suspectedmultipleApplicationswhichmay otherwise be accepted and the Board in its absolute discretionmay decide to increase the Offer fundraising amount by the over-allotment facility (subject to the overall aggregate maximum number of 25 million New Shares to be issued pursuant to the Prospectus). The right is reserved to treat as valid any Application not complying fully with these terms and conditions of Application or not in all respects complying with the Application procedures set out below. The Offer is not underwritten.
Unless otherwise agreedby theCompany,theNewShareswillbe issued incertificated form(thoughsuchNewShares cansubsequently be admitted to CREST).
The Offerwill be suspended if at any time the Company is prohibited by statute or other regulationsfrom issuing NewShares orto the extentthatthe Company hasinsufficient Shareholder authority to issue NewShares.
In addition, provided they continue to actfortheir client and the client continuesto hold suchNewShares,such financial intermediaries will be paid an annual trail commission of 0.375% of the base net asset value for each such New Share. For this purpose, "base net asset value" means the net assets attributable to the New Share in question as determined from the audited annual accounts of the Company as atthe end ofthe preceding financial year.No payment oftrail commission shall bemade to the extentthatthe cumulative trail commission would exceed 2.25% of the Offer Price of each such New Share in question. The Investment Manager may, with the consent of the Board, agree to pay trail commission on a different basis, provided that it does not exceed the maximum cumulative payment of 2.25% ofthe Offer Price ofthe NewShare in question.
Initial commission and annual commission will only be paid if, and to the extent, they are permitted under legislation and regulations. Initial commissionwillbepaidoutofthecostsoftheOffer.Annualtrail commissionwillbepaidbytheCompany.Financialintermediaries should keep a record of Application Formssubmitted bearing their FCA numberto substantiate any claim for commission.
The Receiving Agent will collate the Application Forms bearing the financial intermediaries' FCA number and calculate the initial commission payable which will be paid within one month of the allotment.
Annualtrail commissionwill be paid shortly afterthe later ofthe annual generalmeeting oftheCompany in the relevant year or,where applicable,the date of payment ofthe final dividend forthe relevant year, and further provided thatthe no financial advice is provided by the financial intermediary to the client. The administration of annual trail commission will be managed on behalf of the Company by the Company secretarywhichwill maintain a register of financial intermediaries entitled to trail commission. The Company shall be entitled to rely on a notification from a client that he has changed his financial intermediary, in which case, the trail commission will cease to be payable.
Financial intermediaries may agree to waive initial commission in respect of an Application. If this is the case then the amount of commission taken into accountin calculating your bespoke Offer Price for NewShares underthe Allotment Formulawill be reduced to the extent that such commission has been waived, thereby increasing the number of New Shares which you will be issued under the Offer. If the maximum amount to be waived stated on the Application Form would be greater than 3% of the Application Amount accepted,the amount ofthe commission to bewaivedwill be reduced.
In respect of existing trail commission arrangementsto financial intermediaries,such payments will continue (to the extent permitted underlegislationandregulations),butnotifsubsequentfinancialadvice inrespectoftheholdingisgiven.Asaresult,shouldanexisting Shareholder decide to seek financial advice from their existing 'execution-only' financial intermediary in respect of participating in the Offer, any trail commissionwhich is currently being paid to that financial intermediary pursuantto an existing holding in the Company must cease and the Company should be notified accordingly.
The maximum amount that will be facilitated in respect of up-front adviser charges is an amount equal to 4.5% of the Application Amount accepted. Any additional up-front adviser charges in excess of this amount will need to be settled directly by you to your financial intermediary.Up-front adviser chargeswill only be paid following the allotment ofNewSharesto the financial intermediary's client.
If the investor and the financial intermediary agree that a charge is to be facilitated, the Application Form must be countersigned by the financial intermediary to confirm (i) that the facilitation amount has been agreed and (ii) that the financial intermediary has read and agrees to be bound by the terms and conditions of the Offer. The charging of VAT on an initial adviser charge is the sole responsibility ofthefinancial intermediary. Should any facilitated chargeundertakenby theCompany exclude thepayment of any such VAT, the investor will, at all times, remain solely responsible to make up such VAT deficit (if any) to the financial intermediary. If the maximum amount to be facilitated stated on the Application Form would be greater than 4.5% of the Application Amount accepted, the amount ofthe initial adviser charge to be facilitatedwill be reduced.
The maximum amount of up-front adviser charges stated above that will be facilitated should not be taken as a recommendation or guide asto the level of appropriate up-front adviser charges.
TheCompany reservesthe rightto publish revised and/or additionalApplication Formsfromtime to time.Applicants and the financial intermediariesshould,therefore, checkwhen completing anApplication Formthat no subsequent version has been published ormade available by the Company (whichwill be downloadable from www.unicornaimvct.co.uk/investor-area/fundraising).
The Company also reservesthe righttomake available an editable PDFApplication Form. SuchApplication Formmust be printed once completed and signed by or on behalf ofthe Applicant and,where relevant,the financial intermediary .
TheCompany furtherreservesthe righttomake theOffer available via one ormore investment platforms(subjectto information being received in respect of any applicant and the intended underlying beneficial holder of New Shares as may be requested by or on behalf ofthe Company) and to issue NewShares directly to a nominee if agreedwith an Applicant.
The Company (after consultation with the Investment Manager and the Receiving Agent) may accept Applications made otherwise than by completion of an Application Form where the Applicant has agreed in some other manner to apply in accordance with these terms and conditions.
You have certain rights in relation to your personal information, including the right to receive a copy of the information that is held about you. For more details, please see the privacy notice referred to above.
Certain information may be shared with the Company's delegates, the Investment Manager, the Distributor, the Receiving Agent and/or the Registrars for the purposes of processing an Application Form and in relation to an investor's ongoing investment in the Company. Information may also be shared with regulatory bodies to the extent any of the above entities are required, or consider obliged,to do so in accordancewith any statute or regulation or if governmental, judicial and lawenforcement bodiesrequire.
WhereyouhaveusedafinancialintermediaryinrespectofyourApplication,youauthorisetheCompanyanditsdelegatestoprovideany information as provided by or to you in connection with your Application, and any information in relation to your ongoing investment (includinganyexistinginvestment)intheCompany,tosuchfinancialintermediarydetailedonyourApplicationForm(orotherfinancial intermediary who may subsequently be engaged by you to provide advice in connection with your investment in the Company as notified to theCompany fromtime to time).You acknowledge that any such communicationmay be sentto your financial intermediary priorto or,where requested, in place of, being sentto you in such form as may be agreedwith such intermediary. Information may also be provided more frequently where agreed. You also authorise the Company and its delegates to accept instructions relating to your investmentin theCompany and changesto your personal details as provided by such financial intermediaries(subjectto such evidence and/or verification asthe Company and/or its delegates may request).
Completed Application Forms with the appropriate remittance must be posted or delivered by hand on a Business Day between 9.00 a.m. and 5.30 p.m. to:
The Offer opens on 29 January 2019 and will close at 5.30 p.m. on 4 April 2019 (or, if earlier, as soon as the Offer is fully subscribed or otherwise attheBoard's discretion). TheOfferwill not be extended beyond4April2019.If you post yourApplication Form, you are recommended to use first class post and to allowatleasttwo Business Daysfor delivery.
It is expected that dealings in the New Shares will commence three Business Days following allotment and that share certificates will be dispatched ten Business Days after allotment of the Offer Shares. Allotments will be announced on an appropriate Regulatory Information Service.
Temporary documents of title will not 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. To the extent that any Application is not accepted any excess payment will be returned without interest by returning the Applicant's cheque or banker's draft or by sending a crossed cheque in favour ofthe Applicantthrough the post, atthe risk ofthe person entitled thereto.
AnApplication Formcan be found atthe end ofthe Prospectus or can be downloaded (including an editable versionwhich can be completed, printed and signed) from www.unicornaimvct.co.uk/investor-area/fundraising.
To fill outthe Application Form:
Insert your full name and address in BLOCK CAPITALS. Individuals can only apply on their own behalf and in their own name.
You must be the beneficial owner of the New Shares issued to you pursuant to the Offer. You can request that New Shares be issued to a CREST or non-CREST nominee. Please complete CREST or non-CREST nominee details at the end of Section 1. You must also give your own address, full postcode, telephone number, date of birth and National Insurance Number. Telephone numbers will only be used in case of a querywith regard to yourApplication. The ReceivingAgentwill use your personal details on theApplication Formto identifywhether you are an existing Shareholder in the Company, and,where identifiable, add your NewSharesto your existing holding account designation.
Insert(in figures)the total amount youwish to invest.YourApplicationmust be for aminimumof£2,000and thereafterinmultiples of£500.
If you are paying by cheque please make it payable to 'City – Unicorn AIM VCT Offer.' Cheques must be honoured on first presentation. A separate chequemust accompany eachApplication.No receiptfor your paymentwill be issued.The cheque or banker's draftmust be drawn in sterling on an account at a bank branch or building society in theUK orthe Channel Islands and bear a bank sort code numberin the top right hand corner. You may, if youwish, use a personal cheque drawn by someone else, inwhich case your full name and addressshould bewritten on the back of the other person's cheque. Additionally, if you use a building society cheque or banker's draft, you should write the name, address and date of birth ofthe person named in Section 1 oftheApplication Form on the back ofthe cheque or banker's draft.Alternatively, youmay pay by directtransfer. Fortransfer details please see below.Anymonies not acceptedwill be returned by banker's draft or by sending a cheque crossed "Account Payee Only"in favour ofthe Applicant.
Please tick the box to confirm that the cheque/transfer is being made from a bank account in your own name. If this is not the case, please statewhere/who the monies are being sentfrom and the connection to you.
To be completed by investorswho have received advice from their financial intermediarywhere facilitation of adviser chargesisrequired.
If you would like an up-front adviser charge to be facilitated in connection with your Application, please specify the amount of the initial upfront adviser fee agreed between you and your financial intermediary (the maximum amount which will be facilitated is an amount equal to 4.5% of the Application Amount). This amount will be deducted from your Application Amount and paid to your financial intermediary. Upfrontincome tax reliefwill not be available on the amountfacilitated.Ongoing adviser chargeswill need to be settled directly by the investor.
Please also complete your bank details if you would like dividends paid directly into a nominated bank account. Please also confirm in this sectionwhether youwould like to receive investor communications by email or post.
Sign and date the form. If the form is signed on your behalf by an attorney or other agent, that person should state on the form the capacity in which they are signing and the original power(s) of attorney or a copy thereof duly certified by a solicitor must be enclosed for inspection and will be returned in due course.
THESE SECTIONS ARE TO BE COMPLETED BY YOUR FINANCIAL INTERMEDIARY.
The identity of the Applicant and, if a cheque is drawn or the transfer is being made by a third party, the identity of that third party will need to be verified.
If you are not using a financial intermediary forthisApplication, please tick the box if you agree forthe personal information that you provide on the Application Form will be used to electronically verify your, or third party account holder's, identity. In some circumstances you may also, or if you do not agree to your identity being electronically verified you will, be required to provide the following documents before your Application is accepted:
Copiesshould be certified by a solicitor or bank. Original documentswill only be returned if requested and by post at your risk.
Please send the entire Application Form and a cheque made payable to 'City – Unicorn AIM VCT Offer' (unless you have made the payment by electronic bank transfer) by post to the Receiving Agent using the following address:
The City Partnership (UK) Limited Sort code: 80-22-60 110 George Street A/c number: 18601265 EH2 4LH
Edinburgh A/c name: City – Unicorn AIM VCT Offer
Bank: Bank of Scotland BIC: BOFSGBS1SDP IBAN: GB22BOFS80226018601265
Please reference bank transferswith yoursurname and initials.
UNICORN AIM VCT PLC Definitions used in the prospectus published by the Company dated 20 September 2013 ("Prospectus") (copies of which can be downloaded from www.unicornam.com) apply herein. BeforecompletingthisApplicationFormyoushouldreadtheprospectuspublishedbytheCompanydated29January2019(Prospectus) (copies of which can be downloaded from www.unicornam.com), in particular the Risk Factors and the Offer Terms and Conditions and Application Procedures contained in the Prospectus. Definitions used in the Prospectus apply herein. The Company and the Receiving Agent cannot acceptresponsibility if any details provided by you are incorrect.
Before completing this Application Form you should read the Offer Application Procedures and Terms and Conditions contained in the This Application Form should be completed in full and sent by post or by hand addressed to:
Cheques should be made payable to "Capita Registrars Limited re Unicorn AIM VCT plc OFS A/C". The Offer opens on 29 January 2019 and will close at 5.30 p.m. on 4 April 2019. The Offer may close earlier if fully subscribed or otherwise atthe Board's discretion. The Offer is only open for 2018/2019 Tax Year.
| CHEQUES | Please make cheques payable to "City – Unicorn AIM VCT Offer" (Note: Cheques drawn on corporate accounts cannot be accepted) |
The Offer opens on 20 September 2013 and will close at 12.00 noon on 30 June 2014. The Offer may close earlier if fully subscribed or otherwise at the Board's discretion. The Offer may be extended by the Board in its absolute discretion (but not later than 12 months after |
||
|---|---|---|---|---|
| BANK closing date will be 12.00 noon on 4 April 2014. |
Sort code: 80-22-60 | Account no: 18601265 | the publication of the Prospectus). If tax relief is to be applied for in respect of the subscription monies in the tax year 2013/2014, the Bank: Bank of Scotland |
|
| TRANSFERS | BIC: BOFSGBS1SDP | IBAN: GB22BOFS80226018601265 The Company and the Receiving Agent cannot accept responsibility if any details provided by you are incorrect. |
Please complete in BLOCK CAPITALS. Please reference bank transferswith yoursurname and initials.
Surname(s): The Company will decide, in its absolute discretion, to accept or reject the Application (notification of which will be through the allotment of new Shares).
Address: If you do not receive an acknowledgement of your Application within ten days of sending it to The City Partnership, please contact The City Partnership on 0131 243 7210 or [email protected].
| Email address: | SECTION 1: PERSONAL DETAILS | |
|---|---|---|
| ---------------- | ----------------------------- | -- |
| Title: Mr/Mrs/Miss/Ms/Dr/Other: Telephone (work); |
Date of Birth: Telephone (home): |
|---|---|
| Forenames: | National Insurance No.: |
| National Insurance Number: Surname: |
Date of Birth: Email: |
| Current Address: | I wish to subscribe the amount in the Company, divided between tax years 2013/2014 and 2014/2015 as set out in Box 2 below or Telephone No. (Day): |
| such lesser amount for which this subscription will be accepted, on the terms and conditions set out on pages 53 to 56 of the Prospectus. Telephone No. (Evening): |
|
| £ 2. Tax year 2013/2014 Postcode: |
Existing Shareholder (Please Tick if Relevant)* |
| £ Tax year 2014/2015 If 3 Years or Less Please Provide Previous Address: |
Registered Holder Beneficial holder |
| £ Total (to equal at least £2,000) |
Existing Shareholder Investor Code*: |
facilitated, as inserted in Box 8b below. ** Please tick this box if you are residentfortax purposesin any jurisdiction otherthan the UK.
OFS A/C" for the amount of the subscription monies in the Total Box above and the amount, if any, of the initial adviser charge to be
| the Prospectus (and as further contained herein) and agree to be bound by them. I understand this is a long term investment Country: |
TIN/Equivalent: |
|---|---|
| and have read the Risk Factors set out on pages 9 and 10 of the Prospectus and the Prospectus as a whole. Country: |
TIN/Equivalent: |
Signature: Date: * Please tick the relevant box if you are an existing shareholder and provide your investor code if you are a registered shareholder to avoid duplicate shareholder accounts being created. This may be found on your share certificate(s).
** The Company may, if necessary, disclose information to HMRC and the IRS in order to satisfy its FATCA and/or CRS obligations.
If you are not using a financial intermediary forthis application, please tick this box if you agree to the use of electronic meansto verify your identity
Please complete this section if New Shares allotted are to be deposited in a CREST Account (which must be in the same name as the Applicant given in section 1 above).
| CREST ParticipantID: |
|---|
| CREST Member AccountID: |
| Participant Name: |
| Address: |
| Contact Telephone No.: |
If you would like your New Shares issued to a non-CREST nominee, please complete the above section providing details equivalent to those requested for CREST.
I offerto subscribe forNewSharesin respect ofthe followingApplicationAmount on the terms and conditions of application asset out in the Prospectus and subjectto the Articles of Association ofthe Company.
£
Applications must be for a minimum of £2,000 and thereafter in multiples of £500.
The Finance Act 2014 which came into force with effect from 6 April 2014 restricts the availability of income tax relief on a subscription for shares in a VCT issued after 5 April 2014 where it is 'linked' to a sale of shares in the same VCT or if an investor subscribes for shares in a VCT within six months before or after selling any shares in that same VCT. Please see paragraph 1.3 of Part VII on page 33 of the Prospectus for further details.
I enclose a cheque or banker's draft drawn on a UK clearing bank, made payable to "City – Unicorn AIM VCT Offer"
OR
I have made the above payment by electronic bank transferwhich I have referenced using my surname and initials
AND
Please tick this box to confirm that yoursubscription payment has been made from an accountin your name.
If not, please state below your relationship to the holder of the account from which payment was made (please referto the Money Laundering Notice on page 66):
Insertthe amount of up-front adviser charges youwould like facilitated to your financial intermediary.
Amount* ofthe agreed up-front adviser fee
(*maximum 4.5% ofthe total Application Amountstated in Section 2)
Please insert'Nil' if no fees are required to be facilitated.
If youwould prefer any dividendsto be paid directly into your account, please indicate your account details here, otherwise youwill be sent a cheque:
£:
| Account Name: | Bank/Building Society: | |
|---|---|---|
| Sort Code: | Account Number: | |
Howwould you like to receive copies ofstatutory communications,such as annual and half-yearly reports?
| Post | |
|---|---|
Definitions used in the prospectus published by the Company dated 20 September 2013 ("Prospectus") (copies of which can be downloaded Signature of Applicant: Date:
Before completing this Application Form you should read the Offer Application Procedures and Terms and Conditions contained in the Print name:
Cheques should be made payable to "Capita Registrars Limited re Unicorn AIM VCT plc OFS A/C". BY SIGNING THIS APPLICATION FORM IHEREBY IRREVOCABLY DECLARE THAT:
Surname(s): Address: The Company respects your privacy and is committed to protecting your personal information. If you would like to find out more about how the Company uses and looks after your personal information, please refer to its privacy notice, which can be found at www.unicornaimvct.co.uk/investor-area/unicorn-aim-vact/privacy-policy.
| Postcode: | |
|---|---|
| Email address: Firm Name: |
Investment Adviser/Partner: |
| Firm FCA Authorisation No. (e.g. ABC00001): Telephone (work); |
InvestmentAdviser/PartnerFCARegistrationNo.(e.g.123456): Telephone (home): |
| National Insurance Number: Firm Address: |
Date of Birth: Investment Adviser/Partner Reference (if applicable): I wish to subscribe the amount in the Company, divided between tax years 2013/2014 and 2014/2015 as set out in Box 2 below or |
| such lesser amount for which this subscription will be accepted, on the terms and conditions set out on pages 53 to 56 of the Prospectus. Investment Adviser/Partner Email Address: |
|
| £ 2. Tax year 2013/2014 £ Tax year 2014/2015 |
Main Point of Contact for Communication Purposes: |
| £ Total (to equal at least £2,000) Postcode: |
Telephone No.: |
| I enclose a cheque or banker's draft drawn on a UK clearing bank made payable to "Capita Registrars Limited re Unicorn AIM VCT plc Email Address: OFS A/C" for the amount of the subscription monies in the Total Box above and the amount, if any, of the initial adviser charge to be |
the Prospectus (and as further contained herein) and agree to be bound by them. I understand this is a long term investment and have read the Risk Factors set out on pages 9 and 10 of the Prospectus and the Prospectus as a whole. OPTION 1: Tick this box if you have provided advice to your client and any agreed up-front
| adviser charges comply with COBS 6.1a. | ||||
|---|---|---|---|---|
| Signature: If you have ticked Option 1 go directly to Section 9. |
Date: |
OPTION 2: Tick this box if you have provided execution-only services to your client and are entitled to receive commission.
Only complete if commission selected (option 2) in Section 7.
| Initial commission may bewaived* forthe benefit of your client. | ||
|---|---|---|
| Please insertthe amount of commission youwish to bewaived in the box. | ______ % | |
| (*maximum of 3% ofthe application amountstated in Section 2) |
Please provide details of your bank or building society account details for facilitation of up-front adviser charges or commission payments.
| Account Name: | Bank/Building Society: | |
|---|---|---|
| Sort Code: | Account Number: |
By submitting this application form,we,the financial intermediary identified in Section 6 above confirm that:
We undertake to forthwith notify the Company of any changesto our details provided above and/or if the applicant ceasesto be our clientin respect of his or her investmentin the Company.
Signature of Adviser: ________________________________________
Print name: _______________________________________ Date:_____________________________________
The Company respects your privacy and is committed to protecting your personal information. If you would like to find out more about how the Company uses and looks after your personal information, please refer to its privacy notice, which can be found at www.unicornaimvct.co.uk/investor-area/unicorn-aim-vact/privacy-policy.
Peter Frederick Dicks(Chairman) Charlotta Ginman Jeremy JohnHamer Jocelin Montague StJohnHarris
(all ofthe registered office)
Unicorn Asset Management Limited First Floor Office Preacher's Court The Charterhouse Charterhouse Square London EC1M 6AU
ISCA Administration Services Limited Suite 8, BridgeHouse Courtenay Street Newton Abbot TQ12 2QS
Shakespeare Martineau LLP 60 Gracechurch Street London EC3V 0HR
Sponsor and Stockbroker Panmure Gordon (UK) Limited One NewChange London EC4M 9AF
BDO LLP 55 Baker Street London W1U 7EU
National Westminster Bank plc City of London Office PO Box 12264 1 Princes Street London EC2R 8PB
c/o ISCA Administration Services Limited Suite 8, BridgeHouse Courtenay Street Newton Abbot TQ12 2QS
Telephone: 01392 487056 Email: [email protected] Website:www.unicornaimvct.co.uk
The City Partnership (UK) Limited 110 George Street Edinburgh EH2 4LH
LGBR Capital London Limited CandlewickHouse 120 Cannon Street London EC4N 6AS
Link Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
The City Partnership (UK) Limited 110 George Street Edinburgh EH2 4LH
The Bank of NewYork Mellon One Canada Square London E14 5AL
Unicorn Asset Management Limited First Floor Offi ce, Preacher's Court, The Charterhouse Charterhouse Square, London EC1M 6AU 0207 253 0889 www.unicornam.com
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