Prospectus • Mar 19, 2014
Prospectus
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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 Companies on 19 March, 2014 ("Prospectus") containing an offer for subscription ("Offer") of ordinary shares of 1p (or 10p in the case of Crown Place VCT) each in the capital of each of the Companies ("Shares") and the Companies being closed-ended investment funds. 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.
| ${\sf A}$ | Introduction and Warnings | |||
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| Al | Warning | aid investors when considering whether to invest in such securities. | This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities of the Companies should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a Court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the 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 this 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 |
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| A2 | of Use the Prospectus by financial intermediaries for subsequent resale or final placement |
Each Company and their respective 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 offers. The offers are expected to close on or before 30 September 2014, unless fully subscribed early or otherwise closed earlier or extended by the respective Board to a date not later than 18 March 2015. 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. Any financial intermediary using the Prospectus must state on its website that it is using the Prospectus in accordance with the consent set out in the above paragraph. |
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| Issuers | ||||
| B1 | Legal and | Albion Development VCT PLC | ("Albion Development VCT") | |
| commercial name |
Albion Enterprise VCT PLC | ("Albion Enterprise VCT") | ||
| Albion Technology & General VCT PLC | ("Albion Technology & General VCT") | |||
| Albion Venture Capital Trust PLC | ("Albion Venture Capital Trust") | |||
| Crown Place VCT PLC | ("Crown Place VCT") | |||
| Kings Arms Yard VCT PLC | ("Kings Arms Yard VCT") | |||
| (together "the Companies" and each a "Company"). | ||||
| B2 | Domicile / Legal form Legislation / Country of incorporation |
with registered number 03654040. | Albion Development VCT was incorporated and registered in England and Wales on 21 October 1998 with limited liability as a public limited company under the Companies Act 1985 Albion Enterprise VCT was incorporated and registered in England and Wales on 7 |
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| November 2006 with limited liability as a public limited company under the Companies Act |
| 1985 with registered number 05990732. | |||||||
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| Albion Technology & General VCT was incorporated and registered in England and Wales on 21 November 2000 with limited liability as a public limited company under the Companies Act 1985 with registered number 04114310. |
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| Albion Venture Capital Trust was incorporated and registered in England and Wales on 22 December 1995 with limited liability as a public limited company under the Companies Act 1985 with registered number 03142609. |
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| Crown Place VCT was incorporated and registered in England and Wales on 14 January 1998 with limited liability as a public limited company under the Companies Act 1985 with registered number 03495287. |
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| Kings Arms Yard VCT was incorporated and registered in England and Wales on 18 December 1995 with limited liability as a public limited company under the Companies Act 1985 with registered number 03139019. |
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| The principal legislation under which each Company operates is the Companies Act 2006 (and regulations made thereunder) ("the Act"). |
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| B5 | Group description |
Crown Place VCT PLC has two subsidiaries, CP1 VCT PLC and CP2 VCT PLC. No other Company is part of a group. |
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| B6 | Material shareholders / Different voting rights / Control |
As at 18 March 2014 (this being the latest practicable date prior to publication of this document), J.M. Finn Nominees held approximately 3.15 per cent of Albion Venture Capital Trust. No other Company is aware of any person who, directly or indirectly, has or will have an interest in its share capital or voting rights which is notifiable under UK law (under which, pursuant to the Act and the Listing Rules and Disclosure and Transparency Rules of the Financial Conduct Authority, a holding of 3 per cent. or more is required to be notified to it). All shareholders in each Company have the same voting rights in respect of the existing share capital of that Company. As at 18 March 2014 (this being the latest practicable date prior to publication of this document), no Company is aware of any person who directly or indirectly, jointly or severally, exercises or could exercise control over a Company. |
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| B7 | Selected financial information and statement |
Certain selected historical information of each Company, which has been extracted without material adjustment from the audited and unaudited financial statements referenced in the following tables, is set out below: |
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| of any | Albion Development VCT Ordinary Shares |
Financial year end to 31 December (audited) |
Half-year to 30 June (unaudited) |
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| significant changes |
2010 | 2011 | 2012 | 2012 | 2013 | ||
| Profit / loss on ordinary | 1,134 | 1,443 | 1,138 | 306 | 1,025 | ||
| activities before taxation (E'000) |
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| Earnings per Share (p) | 3.90 | 4.70 | 3.50 | 0.90 | 3.10 | ||
| Dividends per Share (p) | 8.00 | 5.00 | 5.00 | 2.50 | 2.50 | ||
| Net assets (£'000) | 22,020 | 22,90 5 |
23,860 | 23,592 | 25,485 | ||
| NAV per Share (p) | 75.40 | 75.50 | 74.00 | 73.90 | 74.60 |
| Albion Development | Financial year end to | Half-year to 30 June (unaudited) | ||||
|---|---|---|---|---|---|---|
| VCT D Shares | 31 December (audited) | |||||
| 2010 | 2011 | 2012 | 2012 | 2013 | ||
| Profit/loss on ordinary | (43) | 163 | 550 | 230 | 404 | |
| activities before taxation (£'000) |
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| Earnings per Share (p) | (0.60) | 2.50 | 8.40 | 3.50 | 6.00 | |
| Dividends per Share (p) | 1.00 | 2.50 | 3.50 | 1.75 | 2.50 | |
| Net assets (£'000) | 5,898 | 5,909 | 6,245 | 6,029 | 6,433 | |
| NAV per Share (p) | 93.00 | 93.00 | 97.90 | 94.70 | 101.50 | |
| Albion Enterprise VCT | Financial year end to 31 | Half-year to 30 September | ||||
| 2011 | 2012 | March (audited) 2013 |
2012 | (unaudited) 2013 |
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| Profit / loss on | 577 | 253 | 3,469 | 274 | 1,641 | |
| ordinary | ||||||
| activities before | ||||||
| taxation | ||||||
| (E'000) | ||||||
| Earnings per Share (p) | 1.90 | 0.80 | 10.50 | 0.80 | 4.90 | |
| Dividends per Share(p) | 3.00 | 3.00 | 3.50 | 1.75 | 2.50 | |
| Net assets (£'000) NAV per Share (p) |
27,533 87.10 |
27,963 84.90 |
29,599 92.90 |
27,345 84.60 |
31,086 95.40 |
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| Albion Technology & | Financial year to 31 December | Half-year to 30 June | ||||
| General VCT | (audited) | (unaudited) | ||||
| 2010 | 2011 | 2012 | 2012 | 2013 | ||
| Profit / loss on ordinary | 346 | 875 | 1,522 | 297 | 1,267 | |
| activities before | ||||||
| taxation | ||||||
| (E'000) | ||||||
| Earnings per Share (p) | 2.60 | 2.20 | 3.70 | 0.70 | 3.00 | |
| Dividends per Share (p) | 8.00 | 5.00 | 5.00 | 2.50 | 2.50 | |
| Net assets (£'000) | 11,073 | 33,547 | 34,459 | 34,121 | 36,237 | |
| NAV per Share (p) | 87.60 | 85.10 | 84.00 | 83.30 | 84.60 | |
| Albion Venture Capital Trust |
Financial year to 31 March | (audited) | Half-year to 30 September (unaudited) |
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| 2011 | 2012 | 2013 | 2012 | 2013 | ||
| Profit / loss on ordinary | 1,187 | 815 | 984 | |||
| activities before | 580 | 753 | ||||
| taxation | ||||||
| (E'000) | ||||||
| Earnings per Share (p) | 3.66 | 2.10 | 2.00 | 1.60 | 1.20 | |
| Dividends per Share (p) | 5.00 | 5.00 | 5.00 | |||
| 2.50 | 2.50 | |||||
| Net assets (£'000) | 28,761 | 28,386 | 41,681 | 42,680 | 42,607 | |
| NAV per Share (p) | 80.50 | 78.00 | 74.20 | 76.00 | 73.00 |
| Crown Place VCT | Financial year to 30 June | Half-year to 31 December | |||||
|---|---|---|---|---|---|---|---|
| (audited) | (unaudited) | ||||||
| 2011 | 2012 | 2013 | 2012 | 2013 | |||
| Profit / loss on ordinary | 1,574 | 1,083 | 1,726 | 686 | 956 | ||
| activities before | |||||||
| taxation | |||||||
| (E'000) | |||||||
| Earnings per Share (p) | 2.15 | 1.41 | 2.14 | 0.86 | 1.14 | ||
| Dividends per Share (p) | 2.50 | 2.50 | 2.50 | 1.25 | 1.25 | ||
| Net assets (£'000) | 25,661 | 25,950 | 27,166 | 25,761 | 26,891 | ||
| NAV per Share (p) Kings Arms Yard VCT |
33.65 Financial year to 31 December |
32.60 | 32.26 | 332.24 | 32.16 Half-year to 30 June |
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| (audited) | (unaudited) | ||||||
| 2010 | 2011 | 2012 | 2012 | 2013 | |||
| Profit / loss on ordinary | (1, 214) | 1,060 | 6,466 | 1,792 | 1,147 | ||
| activities before | |||||||
| taxation | |||||||
| (E'000) | |||||||
| Earnings per Share (p) | (1.10) | 0.80 | 3.10 | 0.90 | 0.60 | ||
| Dividends per Share (p) | 5.00 | 0.67 | 1.00 | 0.50 | 0.50 | ||
| Net assets (£'000) | 18,283 | 34,986 | 38,830 | 35,745 | 37,412 | ||
| NAV per Share (p) | 16.60 | 16.70 | 18.90 | 17.10 | 19.10 | ||
| Not applicable. There have been no significant changes in the financial condition and | |||||||
| operating results of any of the Companies (and / or its group in the case of Crown Place VCT) | |||||||
| during or subsequent to the period covered by the historical information set out above other | |||||||
| than the announcement of the results of the merger Albion Technology & General VCT with Albion Income & Growth VCT PLC on 15 November 2013. Pursuant to the merger, 33,664,049 |
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| Shares in Albion Technology & General VCT were issued at a deemed issue price of 83.38p per | |||||||
| share. | |||||||
| B8 | Key pro forma | Not applicable. No pro forma financial information is included in the Prospectus. | |||||
| financial | |||||||
| information | |||||||
| B 9 | Profit forecast | Not applicable. There are no profit forecasts in the Prospectus. | |||||
| B10 | Qualifications | Not applicable. There were no qualifications in the audit reports for Albion Development | |||||
| in the audit |
VCT, Albion Technology & General VCT and Kings Arms Yard VCT for the three years ended | ||||||
| reports | 31 December 2010, 2011 and 2012. There were no qualifications in the audit reports for | ||||||
| Albion Enterprise VCT and Albion Venture Capital Trust for the three years ended 31 March | |||||||
| 2011, 2012 and 2013. There were no qualifications in the audit reports for Crown Place | |||||||
| VCT for the three years ended 30 June 2011, 2012 and 2013. | |||||||
| B11 | Insufficient | Not applicable. Each Company is of the opinion that its working capital (and its group's | |||||
| working | working capital, in the case of Crown Place VCT) is sufficient for its present requirements, | ||||||
| capital | that is for at least the twelve month period from the date of the Prospectus. |
| B34 | Investment | The existing investment policy for each of the Companies is set out below. |
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| objective and policy, including investment restrictions |
Albion Development VCT Albion Development VCT's investment strategy is to provide investors with a regular and predictable source of dividend income combined with the prospect of long term capital growth through allowing investors the opportunity to participate in a balanced portfolio of lower risk, asset-backed investments that provide a strong income stream, combined with investment in a smaller number of higher risk companies with greater growth prospects. In neither category would investee companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets. |
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| Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's* rating of A or above. |
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| As defined by its Articles of Association, Albion Development VCT's maximum exposure in relation to gearing is restricted to 10 per cent, of the adjusted share capital and reserves. The Albion Development VCT Directors do not currently have any intention to utilise long term gearing. |
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| Albion Enterprise VCT Albion Enterprise VCT's investment objective is to provide investors with a regular and predictable source of dividend income combined with the prospect of longer term capital growth. The Company intends to achieve this by investing up to 50 per cent. of the net funds raised in an asset-based portfolio of lower risk, ungeared businesses, principally operating in the leisure sector and related areas (the "Asset-based Portfolio"). The balance of the net funds raised, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from lower risk, income producing businesses to higher risk technology companies (the "Growth Portfolio"). In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets. Funds awaiting investment in Qualifying Investments or retained for liquidity purposes will be held on deposit, invested in floating rate notes (in both cases with banks with a Moody's* credit rating of 'A' or above) or invested in government gilts. |
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| The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. The Asset-based Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide diversified exposure through its portfolio of investments in unquoted UK companies. Stock specific risk will be reduced by the Company's policy of holding a diversified portfolio of Qualifying Investments. |
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| As defined by its Articles of Association, Albion Enterprise VCT's maximum exposure in relation to gearing is restricted to 10 per cent, of the adjusted share capital and reserves. The Directors do not currently have any intention to utilise short term or long term gearing. |
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| Albion Technology & General VCT Albion Technology & General VCT's investment strategy is to provide investors with a regular and predictable source of dividend income combined with the prospect of long term capital growth through allowing investors the opportunity to participate in a balanced portfolio of technology and non-technology businesses. It is intended that the Company's investment portfolio will be split approximately as follows: |
This split is subject to the availability of good quality new investment opportunities arising within the UK technology and non-technology sectors.
In neither of the categories listed above would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of investments (by cost) will comprise loan stock secured with a first charge on the portfolio company's assets.
The Manager pursues a longer term investment approach, with a view to providing shareholders with a strong, predictable dividend flow, combined with the prospects of capital growth. This is achieved in two ways. First, controlling the Company's exposure to technology risk by ensuring that many of the companies in the non-technology portfolio have property as their major asset, with no external borrowings. Second, by balancing the investment portfolio by sector, so that those areas such as leisure and business services, which are susceptible to changes in consumer sentiment, are complemented by sectors with more predictable long term characteristics, such as healthcare and the environment.
As defined by its Articles of Association, Albion Technology & General's maximum exposure in relation to gearing is restricted to 10 per cent, of the adjusted share capital and reserves. The Albion Technology & General VCT Directors do not currently have any intention to utilise long term gearing.
Albion Venture Capital Trust's investment strategy is to reduce the risk normally associated with investments in smaller, unquoted companies whilst maintaining an attractive yield, through allowing investors the opportunity to participate in a balanced portfolio of asset-backed businesses. The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. This is achieved as follows:
As defined by its Articles of Association, Albion Venture Capital Trust's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Albion Venture Capital Trust Directors do not currently have any intention to utilise long term gearing.
Crown Place VCT's investment policy and maximum exposures policy is designed to meet the requirements of investors who seek to protect the capital value of their investment whilst still providing an attractive level of return. In pursuing this policy, the Manager aims to build a portfolio which concentrates on two complementary investment areas. The first are lower risk, often asset-based investments that can provide a strong income stream combined with protection of capital. These investments will be balanced by a smaller proportion by value of
| the portfolio invested in higher risk companies with greater growth prospects. The following investment restrictions were described in the prospectus issued by Crown Place VCT in November 2005: |
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| No holding of the Company in any other company will represent more than 15 per cent. by cost at the time of investment, of the Company's portfolio; and |
| Not more than 20 per cent. of the total assets in the Company's portfolio will be invested in the securities of companies which are property companies, defined as companies primarily engaged in property activities which include: |
| the holding of properties and development of properties for letting and retention as (a) investments; or |
| the purchase and development of properties for subsequent sale; or (b) the purchase of land for development of properties for retention as investments. (c) |
| As defined by its Articles of Association, Crown Place VCT's maximum exposure in relation to gearing is restricted to the amount of the adjusted share capital and reserves of the latest published audited consolidated balance sheet. The Directors do not currently have any intention to utilise long term gearing. |
| Kings Arms Yard VCT |
| Kings Arms Yard VCT's investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below. |
| The Company intends to achieve its strategy by adopting an investment policy for new investments which over time will rebalance the portfolio such that approximately 50 per cent of the portfolio comprises an asset-backed portfolio of lower risk businesses with no external borrowings, principally operating in the healthcare, environmental and leisure sectors (the "Asset-Backed Portfolio"). The balance of the portfolio, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from lower risk, income producing businesses to a limited number of higher risk technology companies (the "Growth Portfolio"). |
| In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets. |
| The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. The Asset-Backed Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide highly diversified exposure through its portfolio of investments in unquoted UK companies. |
| Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's* rating of 'A' or above. |
| As defined by its Articles of Association, Kings Arms Yard's maximum exposure in relation to gearing is restricted to the amount equal to the Adjusted Capital and Reserves. Gearing will not normally be employed. The Directors do not currently have any intention to utilise long term gearing. |
| *Moody's is a credit rating agency registered in the European Union. |
| In addition to the investment policy described above, each Company's investment allocation and risk diversification policies are substantially driven by the relevant HMRC rules and, in |
| order to maintain its status under Venture Capital Trust legislation, it is the intention of each | ||
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| Company to apply the following policies in this respect: | ||
| The Company's income must be derived wholly or mainly from shares and (1) |
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| securities; | ||
| At least 70 per cent. of the HMRC value* of its investments must have been (2) |
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| represented throughout the year by shares or securities that are classified as | ||
| 'qualifying holdings'; | ||
| At least 30 per cent. by HMRC value* of its total qualifying holdings must have been (3) |
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| represented throughout the year by holdings of 'eligible shares'. For funds raised | ||
| after 5 April 2011, the figure is 70 per cent.; | ||
| At no time in the year must the Company's holdings in any one company (other (4) |
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| than another VCT) have exceeded 15 per cent. by HMRC value* of its investments; | ||
| (5) The Company must not retain more than 15 per cent. of its income earned in the year from shares and securities; |
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| Eligible shares must comprise at least 10 per cent by HMRC value* of the total of (6) |
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| the shares and securities that the Company holds in any one portfolio company; and | ||
| The Company's shares throughout the year must have been listed in the Official List (7) |
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| of the London Stock Exchange. | ||
| * In accordance with section 278 of the Income Taxes Act 2007, HMRC value is the original | ||
| cost of the investment, adjusted to the value at the time of any addition or disposal of that | ||
| investment. | ||
| B35 | Borrowing | Albion Development VCT's maximum exposure in relation to gearing is restricted by its |
| limits | Articles of Association to 10 per cent. of its adjusted share capital and reserves. | |
| Albion Enterprise VCT's maximum exposure in relation to gearing is restricted by its Articles | ||
| of Association to 10 per cent. of its adjusted share capital and reserves. | ||
| Albion Technology & General's maximum exposure in relation to gearing is restricted by its | ||
| Articles of Association to 10 per cent. of its adjusted share capital and reserves. | ||
| Albion Venture Capital Trust's maximum exposure in relation to gearing is restricted by its | ||
| Articles of Association to 10 per cent. of its adjusted share capital and reserves. | ||
| Crown Place VCT's maximum exposure in relation to gearing is restricted by its Articles of | ||
| Association to the amount of the adjusted share capital and reserves of the latest published | ||
| audited consolidated balance sheet. | ||
| Kings Arms Yard VCT's maximum exposure in relation to gearing is restricted by its Articles | ||
| of Association to the amount of the adjusted share capital and reserves. | ||
| B36 | Regulatory status |
The Companies are not regulated by the Financial Conduct Authority or Not applicable. any other regulatory body. |
| B37 | Typical | The typical investor for whom investment in each Company is designed is an individual |
| investor | retail investor aged 18 or over who is resident and a tax payer in the UK 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). | ||
| B38 | Investments | Not applicable. No Company has any investments which represent more than 20 per cent. of |
| 20% 0f or |
its gross assets in a single company or group. | |
| more in a | ||
| single | ||
| company | ||
| B39 | Investments | Not applicable. No Company has any investments which represent more than 40 per |
| of | cent. of its gross assets in a single company or group. | |
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| 40% or more | ||
| in a | ||
| single | ||
| company | ||
| B 40 | Service | Albion Ventures LLP ("Albion Ventures") is the investment manager and secretary of the |
| providers | Companies ("the Manager"). Albion Ventures is paid the following fees in respect of its | |
| appointment as manager, administrator and secretary of each of the Companies: | ||
| Albion Development VCT | ||
| Albion Ventures is paid an annual management fee equal to 2.25 per cent of Albion | ||
| Development VCT's net assets which is paid quarterly in arrears. Albion Ventures is also | ||
| entitled to a performance fee from Albion Development VCT. No performance fee is payable | ||
| to the Manager until the total return exceeds 6.5 pence per Albion Development VCT Share | ||
| per annum from a base on 1 January 2007 of 98.7 pence for the Albion Development VCT | ||
| Ordinary Shares and 100 pence for the Albion Development VCT D Shares from 6 April 2010. | ||
| To the extent that the total return exceeds the threshold over the relevant period, a | ||
| performance fee will be paid to the Manager of an amount equal to 20 per cent of the | ||
| excess. | ||
| Albion Enterprise VCT | ||
| Albion Ventures is paid an annual management fee equal to 2.5 per cent. of Albion | ||
| Enterprise VCT's net assets which is paid quarterly in arrears. Albion Ventures is, in addition, | ||
| entitled to a performance fee. No performance fee is payable to Albion Ventures until the | ||
| total return exceeds base rate plus 2 per cent. per annum per Share from the original | ||
| subscription price of £1. To the extent that the total return exceeds the threshold over the | ||
| relevant period, a performance fee will be paid to Albion Ventures of an amount equal to 20 | ||
| per cent. of the excess. | ||
| Albion Technology & General VCT Albion Ventures is paid an annual management fee equal to 2.5 per cent of Albion |
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| Technology & General VCT's net assets which is paid quarterly in arrears. Albion Ventures | ||
| is, in addition, entitled to a performance fee. No performance fee is payable to Albion | ||
| Ventures until the total return exceeds RPI plus 2 per cent. per annum per Share from the | ||
| date of first admission to the Official List of the Ordinary Shares, former C Shares and former | ||
| Albion Income & Growth VCT Plc Shares. To the extent that the total return exceeds the | ||
| threshold over the relevant period, a performance fee will be paid to Albion Ventures of an | ||
| amount equal to 15 per cent. of the excess. | ||
| Albion Venture Capital Trust Albion Ventures is paid an annual management fee equal to 1.9 per cent. of Albion Venture |
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| Capital Trust's net assets which is paid quarterly in arrears. Albion Ventures is, in addition, | ||
| entitled to a performance fee. No performance fee is payable to Albion Ventures until the | ||
| total return exceeds 5 per cent. per annum per Share from a base of 113.1 pence on 31 | ||
| March 2004. To the extent that the total return exceeds the threshold over the relevant | ||
| period, a performance fee will be paid to Albion Ventures of an amount equal to 8 per cent. | ||
| of the excess. Albion Ventures is also paid an annual secretarial and administrative fee | ||
| which amounted to £44,883 in the year to 31 March 2013 and is increased annually by RPI. | ||
| Crown Place VCT Albion Ventures is paid an annual management fee equal to 1.75 per cent of Crown Place |
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| VCT's net assets which is paid quarterly in arrears. Albion Ventures is, in addition, entitled | ||
| to a performance fee. No performance fee is payable to Albion Ventures until the total | ||
| and secretarial fee of £50,000 per annum. | return exceeds base rate plus 2 per cent. per annum per Crown Place VCT Share from a base of 41.25 pence on 13 January 2006. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to Albion Ventures of an amount equal to 20 per cent. of the excess. Albion Ventures is also paid an administration |
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| Kings Arms Yard VCT | is also paid an administration and secretarial fee of £50,000 per annum. | Albion Ventures is paid an annual management fee equal to 2 per cent. of Kings Arms Yard VCT's net assets which is paid quarterly in arrears. Albion Ventures is, in addition, entitled to a performance fee. No performance fee is payable to Albion Ventures until the total return exceeds RPI plus 2 per cent. per annum per Share from the year end or half year on which the net asset value is equal to, or greater than, 20 pence per Share. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Albion Ventures of an amount equal to 15 per cent. of the excess. Albion Ventures |
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| B41 | Regulatory status of the manager / custodian |
Albion Ventures acts as investment manager and custodian of each Company and is authorised and regulated by the Financial Conduct Authority. |
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| B42 | Calculation of net asset value |
Each Company's net asset value is calculated by Albion Ventures quarterly and published on an appropriate regulatory information service. If for any reason valuations are suspended, shareholders will be notified in a similar manner. |
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| B43 | Umbrella collective investment scheme |
Not applicable. No Company is part of an umbrella collective investment scheme. | ||||||
| B44 | Absence of financial statements |
Not applicable. Each Company has commenced operations and published financial statements. | ||||||
| B45 | Investment portfolio |
Enterprise VCT and Crown Place VCT)) is set out below: | Each Company invests in a diversified portfolio of UK growth businesses, which are principally unquoted. An unaudited summary of each Company's portfolio (representing at least 50 per cent. of its respective gross assets as at the date of this document (the values of NAV being as at 30 September 2013 for Albion Development VCT, Albion Technology & General VCT, and Kings Arms Yard VCT and 31 December 2013 for Albion Venture Capital Trust, Albion |
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| Albion Development VCT | Albion Enterprise VCT | |||||||
| Book Value £'000 |
Cost £'000 |
% of NAV £'000 |
Book Value £'000 |
Cost £'000 |
% of NAV $\texttt{f}'000$ |
|||
| Unquoted | 10,485 | 13,172 | 52.45% | 12,572 | 16,362 | 50.78% | ||
| Albion Technology & General VCT | Albion Venture Capital Trust | |||||||
| Book Value £'000 |
Cost £'000 |
% of NAV £'000 |
Book Value £'000 |
Cost £'000 |
% of NAV £'000 |
|||
| Unquoted | 34,402 | 33,337 | 52.04% | 22,160 | 21,411 | 51.31% | ||
| Crown Place VCT | Kings Arms Yard VCT | |||||||
| Book Value | Cost | % of NAV | Book Value | Cost | % of NAV | |||
| Unquoted | £'000 11,588 |
£'000 13,909 |
£'000 51.34% |
£'000 14,877 |
£'000 19,556 |
£'000 52.85% |
||
| B46 | Most recent net | unaudited NAV per Share in each Company was: | As at the latest date in respect of which each Company has published its NAV per Share, the |
|---|---|---|---|
| asset value per | Albion Development VCT | 72.90p (as at 30 September 2013) * | |
| Share | Albion Enterprise VCT | 98.00p (as at 31 December 2013)** | |
| Albion Technology & General VCT | 83.38p (as at 15 November 2013)*** | ||
| Albion Venture Capital Trust | 70.90p (as at 31 December 2013) | ||
| Crown Place VCT | 32.16p (as at 31 December 2013)**** | ||
| Kings Arms Yard VCT | 18.8p (as at 30 September 2013) | ||
| *per Ordinary Share | |||
| **Albion Enterprise VCT subsequently paid a dividend of 2.5 p per Share on 28 February 2014. | |||
| ***Albion Technology & General VCT subsequently paid a dividend of 1.25p per Share on 31 | |||
| January 2014. | |||
| ****Crown Place VCT will pay a dividend of 1.25p per Share on 31 March 2014 to Shareholders | |||
| on the register on 7 March 2014. | |||
| $\mathsf C$ | Securities | ||
| C1 | Description | The securities being offered pursuant to each Offer are ordinary shares of 1p each in the case | |
| and | of all the Companies other than Crown Place VCT which is offering ordinary shares of 10p each | ||
| class of | (together, the "Shares") with the following ISIN codes: | ||
| securities | Albion Development VCT | GB0004832472 | |
| Albion Enterprise VCT | GB00B1G3LR35 | ||
| Albion Technology & General VCT | GB0005581672 | ||
| Albion Venture Capital Trust | GB0002039625 | ||
| Crown Place VCT | GB0002577434 | ||
| Kings Arms Yard VCT | GB0007174294 | ||
| C 2 C 3 |
Currency | The issue is in pounds sterling | |
| Shares in issue | and 25,625 D Shares held in treasury | The issued share capital of Albion Development VCT as at the date of this document is 35,072,195 Ordinary Shares and 6,355,979 D Shares (excluding 3,769,000 Ordinary Shares |
|
| Shares (excluding 3,680,000 Shares held in treasury). | The issued share capital of Albion Enterprise VCT as at the date of this document is 33,144,386 | ||
| 76,834,129 Shares (excluding 4,341,070 Shares held in treasury). | The issued share capital of Albion Technology & General VCT as at the date of this document is | ||
| 59,893,412 Shares (excluding 4,695,440 Shares held in treasury). | The issued share capital of Albion Venture Capital Trust as at the date of this document is | ||
| Shares (excluding 8,794,410 Shares held in treasury). | The issued share capital of Crown Place VCT as at the date of this document is 86,023,439 | ||
| Shares (excluding 17,880,000 Shares held in treasury). | The issued share capital of Kings Arms Yard VCT as at the date of this document is 196,665,727 | ||
| All of the Shares have a nominal value of 1p each (other than the Crown Place VCT Shares which have a nominal value of 10p each) and all of the Shares are fully paid up. |
|||
| C 4 | Description of the rights attaching to the securities |
have the following rights in relation to the Company which has issued them: | The Ordinary Shares being offered ("the New Shares") by each of the Companies shall rank equally and pari passu with the existing Ordinary Shares issued by that Company and shall |
| holders of the New Shares shall be entitled to receive all dividends and other distributions made, paid or declared by the relevant Company pari passu and equally with each other and with the existing Ordinary Shares of that Company; |
|||
| each New Share carries the right to receive notice of and to attend or vote at any |
| general meeting of the relevant Company; | ||
|---|---|---|
| on a winding-up, the holders of the New Shares are entitled to receive back their nominal value and will participate in the distribution of any surplus assets of the relevant Company pro rata with all other Ordinary Shares in the capital of that Company; |
||
| statutory pre-emption rights on any issue of new Shares or the sale of any existing Shares from treasury for cash unless disapplied in accordance with the Act; and |
||
| New Shares are not redeemable at the option of the relevant Company or the Shareholder |
||
| C 5 | Restrictions on transfer |
Not applicable. There are no restrictions on the free transferability of the New Shares. |
| C 6 | Admission | Applications have 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. |
| C7 | Dividend | |
| policy | Albion Development VCT The current annual dividend target of Albion Development VCT is 5p per Albion Development VCT Ordinary Share and 5p per D Share, but this cannot be guaranteed. Albion Enterprise VCT The current annual dividend target of Albion Enterprise VCT is 5p per Albion Enterprise VCT Share, but this cannot be guaranteed. Albion Technology & General VCT The current annual dividend target of Albion Technology & General VCT is 5p per Albion Technology & General VCT Share, but this cannot be guaranteed. Albion Venture Capital Trust The current annual dividend target of Albion Venture Capital Trust is 5p per Albion Venture Capital Trust Share but this cannot be guaranteed. Crown Place VCT The current annual dividend target of Crown Place VCT is 2.5p per Crown Place VCT Share, but this cannot be guaranteed |
|
| Kings Arms Yard VCT The current annual dividend target of Kings Arms Yard VCT is 1p per Kings Arms Yard VCT Share, but this cannot be guaranteed. |
||
| D | Risks | |
| D 1 | Key information • on the key risks specific to the Companies |
There can be no guarantee that the respective investment objectives of the Companies will be achieved or that suitable investment opportunities will be available. The success of each Company will depend on the Manager's ability to identify, acquire and realise investments in accordance with each Company's investment policy and there can be no assurance that the Manager will be able to do so. Investment in unquoted companies involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange Smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals. In addition, the market for stock in smaller companies is often less liquid than that for stock in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such stock. Full information for determining their value or the risks to which they are exposed may also not be available. |
| Changes in legislation concerning VCTs may limit the number of qualifying investment | ||||
|---|---|---|---|---|
| opportunities, reduce the level of returns which would otherwise have been achievable | ||||
| or result in a Company not being able to meet its investment objective. | ||||
| The value of an investment in a Company, and the dividend stream, may go down as | ||||
| well as up. Shareholders may get back less than the amount originally invested in a | ||||
| Company, even taking into account the available tax reliefs. | ||||
| D 3 | Key information | The value of Shares in a Company depends on the performance of its underlying assets. | ||
| on the risks | The market price of the New Shares may not fully reflect their underlying net asset value. |
|||
| specific to the | Trading in VCT shares is not active, so shares tend to be valued at a discount to their | |||
| securities | net asset value and may be difficult to realise. As a result, Shareholders may be offered a | |||
| price which is less than the full value of a Company's underlying assets. | ||||
| It is likely that there will not be a liquid market in the New Shares (which may be partly due to up front tax relief not being available for VCT shares bought in the market and as |
||||
| VCT shares generally trade at a discount to net asset value) and Shareholders may have | ||||
| difficulty in selling their Shares as a result. Shareholders may not be able to realise their | ||||
| investment at Net Asset Value or at all. | ||||
| E | Offers | |||
| EI | Offers net | The total net proceeds and total expenses of each Offer (assuming each Offer is fully subscribed | ||
| proceeds and | and the Manager meets all permissible annual trail commission payments) | |||
| expenses | are set out below: | |||
| Total Net Proceeds (£) | Total Costs $(f)$ | |||
| Albion Development VCT | 3,376,279 | 104,421 | ||
| Albion Enterprise VCT | 1,870,973 | 57,865 | ||
| Albion Technology & General VCT | 5,411,047 | 167,352 | ||
| Albion Venture Capital Trust | 2,170,661 | 67,134 | ||
| Crown Place VCT | 1,487,086 | 45,992 | ||
| Kings Arms Yard VCT | 2,800,892 | 86,626 | ||
| Investors will indirectly bear the costs of the Offers in which they participate through the | ||||
| application of the pricing formula which determines the offer price to be paid for the New Shares | ||||
| and includes an allowance for issue costs of 3.0 per cent. The costs of each Offer will be paid by | ||||
| the Manager out of its fee of 3 per cent. of the gross proceeds of the Offer. | ||||
| Albion Ventures has also agreed to meet any permissible annual trail commission payments of | ||||
| each Company, whilst it is appointed as the investment manager to that Company. | ||||
| E2a | Reasons for the The funds raised by each Company pursuant to its Offer will be added to the liquid resources | |||
| Offers and use of available for investment so as to put each Company into a position to take advantage of | ||||
| attractive investment opportunities over the next two to three years. Accordingly, the net | ||||
| the proceeds | proceeds of the Offers will be applied in accordance with the respective Companies' investment | |||
| policies. | ||||
| E 3 | Terms and | The maximum amount to be raised by each Company under the Offer is : | ||
| conditions of the | ||||
| Offers | Albion Development VCT | £3,480,700 | ||
| Albion Enterprise VCT | £1,928,838 | |||
| Albion Technology & General VCT | £5,578,399 | |||
| Albion Venture Capital Trust | £2,237,795 | |||
| Crown Place VCT | £1,533,078 | |||
| Kings Arms Yard VCT | £2,887,518 | |||
| Each Offer will open on 19 March 2014 and will close at 12 noon on 30 September 2014. Each |
| Board may close its Company's Offer earlier than this date or may extend its Company's Offer to a date up to and including 18 March 2015. Applications under each Offer will be accepted on a first come, first served basis, subject always to the discretion of the relevant Board. Subscribers must subscribe a minimum in aggregate of £6,000, with a minimum per elected Offer of £1,000 and thereafter in multiples of £1,000 per elected Offer. The first allotments of Shares under the Offers are expected to occur on 5 April 2014. |
||
|---|---|---|
| In relation to each allotment, the Offer Price at which the relevant New Shares will be allotted will be calculated by using the pricing formula set out below and will be announced to the London Stock Exchange through a Regulatory Information Service on the date of allotment. |
||
| The number of New Shares to be allotted under each Offer will be determined by dividing the Subscription amount for that Offer by a subscription price calculated on the basis of the following formula ("the Pricing Formula") applied to the relevant Company ("Offer Price"): Latest published NAV of an existing Share at the time of allotment (adjusted, as necessary, for dividends subsequently paid or in respect of which the record date has passed) divided by 0.97 (to allow for issue costs of 3.0 per cent.) and rounded up to the nearest $0.1p$ per Share. |
||
| The number of New Shares to be issued under each Offer will be rounded down to the nearest whole number and fractions of New Shares will not be allotted. If there is a surplus of funds from an investor's subscription amount, the balance will be returned (without interest) in the form of a cheque or by bank transfer, save where the surplus amount per Offer is less than $f1$ , in which case such surplus will be retained by the relevant Company. |
||
| E 4 | Description any interest that is material to the issue |
of Not applicable. There are no interests that are material to the issue. |
| E 5 | selling securities | Name of persons Not applicable. No person or entity is selling securities in the Companies. |
| E 6 | Amount and percentage of dilution |
If the maximum of 4,549,935 Shares were to be issued by Albion Development VCT, the existing 41,428,174 Ordinary and D Shares (ignoring those held in treasury) would represent 90.3 per cent. of the enlarged issued share capital of Albion Development VCT. |
| If the maximum of 1,958,211 Shares were to be issued by Albion Enterprise VCT, the existing 33,144,386 Shares (ignoring those held in treasury) would represent 94.5 per cent. of the enlarged issued share capital of Albion Enterprise VCT. |
||
| If the maximum of 6,303,275 Shares were to be issued by Albion Technology & General VCT, the existing 76,834,129 Shares (ignoring those held in treasury) would represent 92.47 per cent. of the enlarged issued share capital of Albion Technology & General VCT. |
||
| If the maximum of 3,061,280 Shares were to be issued by Albion Venture Capital Trust, the existing 59,893,412 Shares (ignoring those held in treasury) would represent 95.21 per cent. of the enlarged issued share capital of Albion Venture Capital Trust. |
||
| If the maximum of 4,805,888 Shares were to be issued by Crown Place VCT, the existing 86,023,439 Shares (ignoring those held in treasury) would represent 94.8 per cent. of the enlarged issued share capital of Crown Place VCT. |
||
| If the maximum of 13,684,919 Shares were to be issued by Kings Arms Yard VCT, the existing 196,665,727 Shares (ignoring those held in treasury) would represent 93.57 per cent. of the enlarged issued share capital of Kings Arms Yard VCT. |
||
| E7 | Expenses | All expenses of the Offers will be paid by the Manager out of the gross proceeds of the Offers. To |
|---|---|---|
| charged to | the extent that the expenses of an Offer exceed 3.0 per cent. of the total proceeds of that | |
| investors | Offer, Albion Ventures will bear the excess. However, investors will indirectly bear the costs | |
| of the Offers in which they participate through the application of the Pricing Formula which | ||
| determines the Offer Price to be paid for the New Shares for which an investor subscribes and | ||
| includes an allowance for issue costs of 3.0 per cent. | ||
| For financial intermediaries who act on an "execution only" basis, i.e. do not provide financial | ||
| advice to their clients, permissible trail commission can be paid which will be borne by Albion | ||
| Ventures. |
Dated: 19 March 2014
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