AGM Information • Nov 12, 2014
AGM Information
Open in ViewerOpens in native device viewer
THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. The documentation contains proposals relating to Amati VCT plc and Amati VCT 2 plc (the "Companies" or the "Amati VCTs") on which you are being asked to vote. When considering what action you should take, you are recommended to seek your own personal financial advice from an appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you have disposed of or otherwise transferred all of your registered holding in the Company, please pass this document (and the enclosed Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom you made the disposal for onward transmission to the purchaser or transferee. If you have sold or transferred part of your holding in the Company, please consult with the stockbroker, bank or other agent through whom you made the disposal.
This document is not a prospectus but a shareholder circular relating to the Company prepared in accordance with the Listing Rules of the United Kingdom Listing Authority. It has been approved by the Financial Conduct Authority and published in accordance with the Listing Rules. The distribution of this Circular in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Circular comes should inform themselves about and observe any such restrictions. Failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Circular should be read as a whole. Your attention is drawn in particular to the joint letter from the Chairmen of the Companies which is set out on pages 3 to 6 of this Circular, which contains the unanimous recommendation of the Board that you vote in favour of the Resolutions to be proposed at the General Meetings of the Companies referred to in this Circular.
(incorporated in Scotland with registered number SC278722)
(incorporated in England and Wales with registered number 04138683)
The proposed amendments to the Companies' investment policies described in this Circular are conditional on Shareholders' approval at the General Meetings. Notice of the General Meetings to be held at the offices of Abchurch Communications Ltd, 16th Floor, 125 Old Broad Street, London EC2N 1AR on 10 December 2014 at 11.00 a.m. (Amati VCT 2 plc) and 11.30 a.m.(Amati VCT plc) respectively, is set out at the end of this Circular. Forms of Proxy for use in relation to the General Meetings are enclosed. Shareholders are requested to return a Form of Proxy or Forms of Proxy in hard copy form by post, by courier or by hand to Share Registrars Limited at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL by no later than 11.00 a.m. (Amati VCT 2 plc) or 11.30 a.m. (Amati VCT plc) respectively on 8 December 2014. Completion of a Form of Proxy will not preclude a Shareholder from attending, speaking and voting in person at the General Meetings.
This Circular contains a number of "forward-looking statements". Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or in each case, their negative, or similar expressions identify forward-looking statements. Such statements reflect the Companies' current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Although the Companies believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Shareholders should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this document. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules), the Companies expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forwardlooking statements contained in this document to reflect any change in the Companies' expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Defined terms used in this Circular have the meanings given to them in the section headed Definitions on page 7.
| Latest time for receipt of Forms of Proxy : | 11.00 a.m (Amati VCT 2 plc) or 11.30 a.m. (Amati VCT plc) on 8 December 2014 |
|---|---|
| General Meeting of Amati VCT 2 plc | 11.00 a.m. on 10 December 2014 |
| General Meeting of Amati VCT plc | 11.30 a.m. on 10 December 2014 |
Peter Lawrence (Chairman) Julian Avery (Chairman) Julia Henderson Mike Killingley Charles Pinney Christopher Macdonald Brian Scouler Christopher Moorsom
21 Thistle Street London W1W 8DH Edinburgh EH2 1DF
Thistle House 27-28 Eastcastle Street
12 November 2014
Your VCT currently invests a proportion of its net asset value ("NAV") in non-qualifying investments. In order to access a broader portfolio of companies as non-qualifying investments, the Boards of the Companies are proposing, subject to Shareholders' approval, an extension to the respective Companies' investment policies, such that it would also be possible for each Company to invest up to 15% of its NAV in the TB Amati UK Smaller Companies Fund ("Amati UK Sm Cos Fund"). The Amati UK Sm Cos Fund is an award winning fund and the directors believe that the ability to invest in this fund with its diversified portfolio should enhance the performance of the non-qualifying element of your VCT. An agreement is in place for any management fees payable to the Manager from the Amati UK Sm Cos Fund based on the Companies' holdings in this fund to be rebated in full, so that there will be no additional underlying management charges resulting from the change of investment policy. Further details of the Amati UK Sm Cos Fund and the rationale for this proposal are set out in this letter.
The Companies' current investment policies both state that the assets of the portfolio which are not in qualifying investments may be held in cash, may be used for certain derivatives for the purposes of risk mitigation, or may be actively invested by the Manager in a combination of the following (ensuring that no more than 15% of each Company's funds are invested in any one entity):
Currently, with regard to (i), non-qualifying investments are made directly in companies which are either already held, or being bought, by the Amati UK Sm Cos Fund. In identifying non-qualifying investments, the team focuses on companies providing either better liquidity than that typically found in qualifying investments, or industry or geographic exposure not normally represented by qualifying investments, thereby increasing the diversification of the Companies' portfolios as a whole.
The Amati UK Sm Cos Fund is an open-ended investment company which is managed by the same team that manages the Companies and invests in companies listed in London in such a way as to qualify for inclusion in the Investment Management Association (IMA) classification of UK Smaller Companies Funds. This means that at least 80% of the investments will be from the bottom 10% by market capitalisation of the London stock market.
We believe that making this change to the Companies' investment policies to permit them to invest up to 15% of their net asset value in the Amati UK Sm Cos Fund would be beneficial for the following reasons:
The Boards therefore propose that a new category in the investment policy for non-qualifying investments (as cited above) be created so that the categories now read:
The addition at (ii) is the only amendment.
--- TB Amati UK Smaller Companies Fund (1st September 2000 - 31st October 2014)
--- Benchmark: Numis Smaller Companies Total Return Index, including AIM, excluding Investment Companies
Source: Amati Global Investors
Dr Paul Jourdan took over the management of this fund (then called First State British Smaller Companies Fund) in September 2000.
The past performance of the Amati UK Sm Cos Fund or other companies or funds managed or advised by the Manager is not necessarily a guide to the future performance of the fund or of the Companies.
Under the Listing Rules, each of the Companies is required to seek the approval of Shareholders for any material change to its investment policy and therefore ordinary resolutions to approve the changes to each of the Companies' existing investment policies will be proposed at the General Meetings convened for 11.00 a.m. on 10 December 2014 (Amati VCT 2 plc) and 11.30 a.m. on 10 December 2014 (Amati VCT plc) at the offices of Abchurch Communications Ltd, 16th Floor, 125 Old Broad Street, London EC2N 1AR respectively.
The full text of the Resolutions is set out in the Notices of General Meetings at the end of this Circular.
All persons holding Ordinary Shares in Amati VCT plc or Amati VCT 2 plc at 11.30 a.m. / 11.00 a.m. (respectively) on 8 December 2014, or if the General Meeting is adjourned, on the register of Shareholders of the relevant Company at 11.30 a.m. / 11.00 a.m. on the date which is two business days before the time of any adjourned General Meeting, shall be entitled to attend, speak and vote at the relevant General Meeting and shall be entitled on a poll to one vote per Ordinary Share held.
Copies of the following documents will be available for inspection at 18 Charlotte Square, Edinburgh EH2 4DF during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the General Meeting:
Copies of this Circular are available for viewing, free of charge during normal business hours, at the National Storage Mechanism (http://www.morningstar.co.uk/uk/NSM).
Whether or not you intend to attend the General Meeting(s), you should ensure that your Form(s) of Proxy are returned in hard copy form by post, by courier or by hand to Share Registrars Limited at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL by no later than 11.00 a.m. (Amati VCT 2 plc) / 11.30 a.m. (Amati VCT plc) on 8 December 2014. To be valid, the relevant Form of Proxy should be completed in accordance with the instructions accompanying it and lodged with the Companies' registrars by that time. A Form of Proxy is enclosed for use in respect of each of the Amati VCT plc General Meeting and the Amati VCT 2 plc General Meeting.
Completion and return of the Form of Proxy will not affect a Shareholder's right to attend, speak and vote at the relevant General Meeting.
The boards of directors of the Companies are of the opinion that the proposals and the passing of each of the Resolutions are in the best interests of the relevant Company and their Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meetings, as the directors intend to do in respect of their own beneficial holdings of 412,118 shares, representing 0.81 per cent. of the Amati VCT plc voting rights and 218,617 shares representing 0.76 per cent. of the Amati VCT 2 plc voting rights.
Yours faithfully
Peter Lawrence Julian Avery
Chairman, Amati VCT plc Chairman, Amati VCT 2 plc
The following definitions apply throughout this Circular, unless the context otherwise requires.
| Amati VCTs | together Amati VCT plc and Amati VCT 2 plc |
|---|---|
| Circular | this document |
| Company / Companies | Amati VCT plc and/ or Amati VCT 2 plc as the context requires |
| Existing Investment Policy or Existing Investment Policies |
the current investment policy of Amati VCT plc and/or Amati VCT 2 plc or the relevant one as the case may be |
| General Meeting(s) | the general meeting(s) convened by the notices set out on pages 8 to 11 of this Circular |
| Manager | Amati Global Investors Limited |
| New Investment Policy or New Investment Policies | the new investment policy of Amati VCT plc and/or Amati VCT 2 plc or the relevant one as the case may be proposed to be adopted subject to the relevant Shareholder consent |
| Resolution(s) | the resolution(s) to be considered at the General Meeting(s), as the context requires |
| Shareholder | a holder of shares in Amati VCT plc and/or Amati VCT 2 plc |
By order of the boards
Amati VCT plc and Amati VCT 2 plc
Date: 12 November 2014
(incorporated in Scotland with registered number SC278722)
NOTICE is hereby given that a General Meeting of Amati VCT plc (the "Company") will be held at the offices of Abchurch Communications Ltd, 16th Floor, 125 Old Broad Street, London EC2N 1AR on 10 December 2014 at 11.30 a.m. to consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution.
THAT the proposed amendments to the Company's investment policy set out in the joint circular of the Company dated 12 November 2014 be approved and the revised investment policy, a copy of which is initialled for the purpose of identification by the Chairman of the General Meeting and produced to the General Meeting, be and is hereby approved and adopted with effect from 10 December 2014 as the Company's investment policy in place of its existing investment policy.
By order of the Board
12 November 2014
When considering what action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).
If you have sold or otherwise transferred all your shares in the Company, you are requested to forward this document and the accompanying documents to the buyer or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to such buyer or transferee.
Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001 and paragraph 18(c) of the Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, the Company specifies that only those members registered on the Company's register of members 48 hours before the time of the meeting shall be entitled to attend and vote at the meeting. In calculating the period of 48 hours mentioned above no account shall be taken of any part of a day that is not a working day.
A member entitled to attend and vote may appoint a proxy or proxies who need not be a member of the Company to attend and to vote instead of him or her. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the appointor.
If you choose to use the enclosed form of proxy, to be effective, this instrument, and any power of attorney or other authority under which it is signed (or a copy of any such authority certified notarially or in some other way approved by the directors) must be deposited with the Company's registrar, Share Registrars Limited, not later than 48 hours before the time of the meeting or adjourned meetings or (in the case of a poll taken more than 48 hours after it is demanded) not less than 24 hours before the time appointed for the taking of the poll at which it is to be used.
If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box provided the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting Share Registrars Limited, the Company's registrar, by telephone on 01252 821390 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see above) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of the multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
The appointment of a proxy, by instrument in writing or electronically, will not preclude a member so entitled from attending and voting in person at the meeting. If no direction is given, the proxy will vote or abstain at his or her discretion. In the event that you elect to give your proxy discretion on how to vote your shares, and you hold five per cent. or more of the relevant class of share, you will be required to complete a TR1 notification in accordance with DTR 5.2.1 (Disposal of Major Voting Interest).
The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Alternatively, you may register your votes electronically by visiting the website of the Company's registrar. You will need to register in order to be able to use this service. To register, please visit www.shareregistrars.uk.com and click on "Register" under the title Account Log In. If you have already registered, log in and click on "My Meeting Votes".
Representatives of shareholders that are corporations will have to produce evidence of their proper appointment when attending the General Meeting. Please contact the registrar if you need any further guidance on this.
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person"), may under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in the paragraph headed "Proxies" above does not apply to Nominated Persons. The rights described in such notes can only be exercised by shareholders of the Company.
You may not use any electronic address provided in either this Notice of General Meeting or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated.
Any shareholder so entitled to and attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
A copy of this notice can be found on the Company's website at http://www.amatiglobal.com.
NOTICE is hereby given that a General Meeting of Amati VCT 2 plc (the "Company") will be held at the offices of Abchurch Communications Ltd, 16th Floor, 125 Old Broad Street, London EC2N 1AR on 10 December 2014 at 11.00 a.m. to consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution.
THAT the proposed amendments to the Company's investment policy set out in the joint circular of the Company dated 12 November 2014 be approved and the revised investment policy, a copy of which is initialled for the purpose of identification by the Chairman of the General Meeting and produced to the General Meeting, be and is hereby approved and adopted with effect from 10 December 2014 as the Company's investment policy in place of its existing investment policy.
When considering what action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).
If you have sold or otherwise transferred all your shares in the Company, you are requested to forward this document and the accompanying documents to the buyer or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to such buyer or transferee.
Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001 and paragraph 18(c) of The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, the Company specifies that only those members registered on the Company's register of members 48 hours before the time of the meeting shall be entitled to attend and vote at the meeting. In calculating the period of 48 hours mentioned above no account shall be taken of any part of a day that is not a working day.
A member entitled to attend and vote may appoint a proxy or proxies who need not be a member of the Company to attend and to vote instead of him or her. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the appointor.
If you choose to use the enclosed form of proxy, to be effective, this instrument, and any power of attorney or other authority under which it is signed (or a copy of any such authority certified notarially or in some other way approved by the directors) must be deposited with the Company's registrar, Share Registrars Limited, not later than 48 hours before the time of the meeting or adjourned meetings or (in the case of a poll taken more than 48 hours after it is demanded) not less than 24 hours before the time appointed for the taking of the poll at which it is to be used.
If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box provided the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting Share Registrars Limited, the Company's registrar, by telephone on 01252 821390 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see above) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of the multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
The appointment of a proxy, by instrument in writing or electronically, will not preclude a member so entitled from attending and voting in person at the meeting. If no direction is given, the proxy will vote or abstain at his or her discretion. In the event that you elect to give your proxy discretion on how to vote your shares, and you hold five per cent. or more of the relevant class of share, you will be required to complete a TR1 notification in accordance with DTR 5.2.1 (Disposal of Major Voting Interest).
The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Alternatively, you may register your votes electronically by visiting the website of the Company's registrar. You will need to register in order to be able to use this service. To register, please visit www.shareregistrars.uk.com and click on "Register" under the title Account Log In. If you have already registered, log in and click on "My Meeting Votes".
Representatives of shareholders that are corporations will have to produce evidence of their proper appointment when attending the General Meeting. Please contact the registrar if you need any further guidance on this.
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person"), may under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in the paragraph headed "Proxies" above does not apply to Nominated Persons. The rights described in such notes can only be exercised by shareholders of the Company.
You may not use any electronic address provided in either this Notice of General Meeting or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated.
Any shareholder so entitled to and attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
A copy of this notice can be found on the Company's website at http://www.amatiglobal.com.
Page left intentionally blank
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.