Pre-Annual General Meeting Information • Oct 26, 2015
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take you are recommended to seek your own financial advice immediately from a stockbroker, solicitor, accountant, or other independent adviser authorised under the Financial Services and Markets Act 2000 ("FSMA"). If you have sold or otherwise transferred all of your Shares, please pass this document together with all accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass them to the person who now owns the Shares. Application will be made to the UKLA for the D Shares offered for subscription pursuant to the Prospectus to be listed on the premium segment of the Official List and to the London Stock Exchange for such D Shares to be admitted to trading on its main market for listed securities.
SPARK Advisory Partners Limted ("SPARK") is acting for the Company and no-one else in connection with this document and, subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder, will not be responsible to any other person for providing the protections afforded to their customers or clients, or for providing advice in connection with this Circular. SPARK is authorised and regulated in the United Kingdom by the Financial Conduct Authority. SPARK has given and not withdrawn its consent to the inclusion of the reference to its name in the Circular in the form and context in which it is included.
(Incorporated in England and Wales with registered number 07142153)
Your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document which contains a recommendation to vote in favour of the Resolutions to be proposed at the General Meeting and Class Meetings. Your attention is also drawn to the risk factors set out in Part 2 of this document.
You will find set out on pages 29 to 39 of this document, Notice of a General Meeting and Class Meetings of the Company to be held at the offices of Calculus Capital Limited at 104 Park Street, London W1K 6NF on 24 November 2015 from 12 noon onwards to approve the Resolutions to effect the Proposals contained herein. Whether or not you plan to attend the Meetings, please complete and submit relevant proxy forms in accordance with the instructions printed on the enclosed forms. The proxy forms must be received by Capita Asset Services, the Company's registrar at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 12 noon on 20 November 2015 to be valid.
This document should be read in conjunction with the Prospectus issued by the Company. The Prospectus comprises the Registration Document, the Summary and the Securities Note each dated 26 October 2015. The Securities Note accompanies this document.
| PAGE | ||
|---|---|---|
| PART 1 | LETTER FROM THE CHAIRMAN | 3 |
| PART 2 | RISK FACTORS | 11 |
| PART 3 | DEFINITIONS | 13 |
| PART 4 | EXPECTED OFFER TIMETABLE, STATISTICS AND COSTS | 16 |
| PART 5 | AMENDMENTS TO INVESTMENT OBJECTIVES AND POLICY | 17 |
| PART 6 | AMENDMENTS TO THE ARTICLES | 20 |
| PART 7 | ADDITIONAL INFORMATION | 22 |
| CORPORATE INFORMATION | 28 | |
| NOTICE OF GENERAL MEETING OF ALL SHAREHOLDERS OF THE COMPANY AND SEPARATE | ||
| CLASS MEETINGS TO BE HELD ON 24 NOVEMBER 2015 FROM 12 NOON | 29 |
(Registered in England and Wales with registered number: 07142153) (formerly called Investec Structured Products Calculus VCT plc)
Michael O'Higgins (Chairman) Beaufort House Kate Cornish-Bowden 51 New North Road Arthur John Glencross Exeter Steven Guy Meeks EX4 4EP
Directors: Registered Office
26 October 2015
Dear Shareholder
The Company was launched as a VCT in March 2010 and has since raised approximately £4.7 million (before expenses) in respect of the Ordinary Shares Fund and £1.9 million (before expenses) in respect of the C Shares Fund. As set out below, the Board does not believe that further investment in structured products dependent on the level of the FTSE 100 index would be appropriate in the current economic environment and is proposing a change in Investment Policy, which would affect new investments made outside the VCT-qualifying portion of the portfolio. In recognition of this proposed change, on 22 October 2015, by a resolution of the Board, the Company changed its name to Calculus VCT plc.
Since the Company's launch, it has paid an annual dividend of 5.25p per Ordinary Share (from 2011) and an annual dividend of 4.5p per C Share (from 2012) in line with the aims set out in the Company's original subscription documents. In addition, the Company paid a special dividend of 22p per Ordinary Share in November 2014 and the Board has declared a further special dividend of 21.8p per Ordinary Share which will be paid on 11 December 2015 to Shareholders on the register on 20 November 2015 which will result in the Company exceeding the target return of at least 70p per Ordinary Share by 14 December 2015. As at 31 August 2015, the NAV total return* since issue of the Ordinary Shares is 105.5p per Share and of the C Shares is 99.2p per Share.
The Ordinary and C Share classes currently benefit from an annual costs cap provided by Investec Structured Products of 3 per cent. of gross funds raised. However, this arrangement is due to come to an end on 15 December 2015 and, unless replaced, could lead to greater costs being borne by Shareholders, particularly given the anticipated smaller size of the Company following a further special dividend to Ordinary Shareholders. However, subject to approval of the Resolutions set out in this document, Calculus Capital has agreed to provide a cost cap from 15 December 2015 on the terms set out under "Running Costs" below.
The Board continues to believe that this VCT, in conjunction with generous tax reliefs, offers a great opportunity to invest in smaller unquoted companies. This VCT has the potential to achieve attractive and diversified returns for Investors. The Board has appointed Calculus Capital to manage the Venture Capital Investments because of its excellent track record and experience of tax efficient investing.
In order to spread the cost base over a larger pool of assets and to allow a greater number and size of investments to be made to create a more diverse portfolio, the Board proposes to offer for subscription under a Prospectus published today, to existing shareholders and members of the public, up to £8 million worth of D ordinary shares ("D Shares") (before expenses) by way of an Offer which opens on
* Dividends paid plus latest NAV, excluding all tax reliefs
26 October 2015 and will close (unless extended) on 29 April 2016, allowing Investorsto subscribe for a new class of D Shares in both the 2015/2016 and 2016/2017 tax years.
The Offer provides the opportunity for existing Shareholders and new Investors to invest in the Company. As existing shareholders in the Company, you will be eligible to receive a 0.5% loyalty discount through an increase in the number of shares allocated via the pricing formula described in the Prospectus. In addition, applications received by 18 December 2015 will be eligible for a further 1.0% discount and applications received between 19 December 2015 and 29 January 2016 will be eligible for a 0.5% discount.
The D Shares will rank pari passu with the Ordinary Shares and C Shares from the date of issue, save that each class of share will be entitled to the assets, distributions and returns on liquidation arising in respect of their relevant fund. Further details of the rights attaching to the D Shares as will be provided for by the amendment to the Articles are set out in Part 6 of this document. D Shares may be held in certificated or uncertificated form (through CREST) and no fractions of D Shares will be issued.
The segregation of the Company's assets into three funds will mean that the Ordinary Shareholders will continue to be entitled to receive the net returns flowing from the investments made out of the Ordinary Shares Fund, the C Shareholders will continue to be entitled to receive the net returns flowing from the investments made out of the C Shares Fund whilst the D Shareholders will be entitled to receive the returns flowing from investments made out of the D Shares Fund. Each fund will bear its pro rata share (based on net assets) of the annual running costs of the Company, unless expenses can be specifically attributed to a particular fund. Dividends to a particular class may be paid out of the available profits attributable to another class provided the Directors consider this to be in best interest of the Company as a whole and subject to any such amounts being subsequently accounted for and repaid between share classes.
Because the proposed changes to the Company's investment policy are deemed to be material, Shareholders' approval is required under the Listing Rules to effect these changes. The purpose of this Circular is to set out and explain to Shareholders the rationale behind these changes and other Proposals. The Resolutions proposed at the General Meeting scheduled for 24 November 2015 are required for the Proposals to be implemented.
The Company's current investment policy is to invest available funds into a portfolio of structured products dependent upon the performance of the FTSE 100 Index, in advance of making investments into a portfolio of Venture Capital Investments. Given the current domestic and global economic position, the Board does not believe that it would be appropriate to invest into further Structured Products. The Company is therefore seeking Shareholders' authority at the General Meeting to amend the Company's investment policy to reflect this change.
The Board intends to continue to invest in a portfolio of Venture Capital Investments. The Company will seek to maintain a minimum of 70% of its funds invested in VCT qualifying investments, with the balance held in non-qualifying investments. New funds raised will initially be held in non-qualifying investments and will gradually be invested in VCT qualifying investments over a two to three year period.
The funds not employed in VCT qualifying investments, or pending such employment, may be invested in a variety of investments selected to preserve capital value, whilst generating income, which may include:
As the Board does not anticipate any further new investments to be made from the non-qualifying portion of the Ordinary Shares Fund or the C Shares Fund and the investment policy in respect of VCT qualifying investments is unchanged, the Board does not anticipate any impact on the Ordinary Shares Fund or C Shares Fund arising from the change in Investment Policy, in advance of any mergers of the share classes.
The target return profile of the share classes is to be:
| Share Class | Target return profile |
|---|---|
| Ordinary | • 70p to be returned to shareholders by 14 December 2015 and an annual dividend equivalent to 4.5% of NAV thereafter |
| • depending on the outcome of realisations of Venture Capital Assets in the Ordinary Shares Fund and subject to maintaining suitable liquidity, the Board will consider purchasing Ordinary Shares in the market after 14 December 2015 and in advance of the proposed merger of the Ordinary Shares with the D Shares, at a price which represents a discount of no greater than 10 per cent. to the most recently published net asset value per share; |
|
| C Shares | • an annual dividend of 4.5p with a cumulative 70p since issue to be returned to shareholders by 14 March 2017 and an annual dividend equivalent to 4.5% of NAV thereafter |
| • depending on the outcome of realisations of Venture Capital Assets in the C Shares Fund and subject to maintaining suitable liquidity, the Board will consider purchasing C Shares in the market after 14 March 2017 and in advance of the proposed merger of the C Shares with the D Shares, at a price which represents a discount of no greater than 10 per cent. to the most recently published net asset value per share; |
|
| D Shares | • an annual dividend equivalent to 4.5% of NAV |
Further details of the investment remit for the D Shares Fund, the expected returns and details of the proposed changes to the Investment Policy are set out in Part 5 of this document.
In connection with the Offer, the Company has today also published a Prospectus comprising the Summary, the Securities Note and the Registration Document. The Securities Note is enclosed with this document.
It is proposed that Shareholders' authority be sought at the General Meeting and Class Meetings for the Ordinary Shares and C Shares in the Company each to be merged into a single class with the D Shares with effect from the date on which the Company's annual accounts are published for the year in which the last of the Structured Products investments attributable to that class is realised or liquidated.
The Board consider that, following the discontinuation of the Structured Product strategy and once the target return strategies of the classes are aligned, there is no further need for the three classes to remain separate as all Shares rank pari passu in any case and administrative time and cost savings could be realised across the classes were they to be merged.
If approved by Shareholders, the share class mergers would each be effected on a relative net assets basis where a portion of the shares in the class with the lower net asset value would be converted to deferred shares and repurchased by the Company for cancellation at a nominal aggregate cost, with all remaining shares in the two classes subsequently re-designated as a single class and updated share certificates issued as required.
The newly merged class would be renamed as the "Ordinary Shares" but would be subject to the on-going management arrangements, and Investment Policy described in this letter as being applicable to the D Shares. The cost cap applicable to the newly merged class would be the aggregate of the cost caps applicable to each of the classes being merged. Accordingly the resulting percentage of the gross amount raised will be a blended rate, depending on the amount raised through the Offer.
Presently, the Company is managed by Calculus Capital in respect of its portfolio of venture capital investments, and by Investec Structured Products in respect of its portfolio of structured products investments. Investec has recently agreed with the Company that its engagement as Structured Products Investment Manager shall come to an end no later than 24 June 2016 in respect of those Structured Products in the Ordinary Share Fund and 14 March 2017 in respect of those Structured Products in the C Share Fund. Furthermore, the Company expects to have realised its remaining structured products investments in the Ordinary Shares fund by 14 December 2015 and in the C Shares fund by 14 March 2017.
Calculus Capital will, therefore, be the sole investment manager of the Company going forward in respect of the Company's portfolio of venture capital investments.
Calculus Capital will not advise the Board in relation to the Company's non-VCT qualifying capital preservation investments. The Board will, as required, consult a suitable adviser in respect of these investments.
There are existing investment management agreements in place with Calculus Capital in relation to the investment management of the Venture Capital Investments portfolio of the Ordinary Share Fund and the C Share Fund (as set out in paragraphs 6.3 and 6.4 of Part 7 of this document). Supplemental agreements to reflect the creation of the D Share fund, and its ongoing management, are being put in place as set out below.
Investment management fees are to be calculated according to the specific share class in which the assets in question are held:
| Share Class | Annual Fee | Comments |
|---|---|---|
| Ordinary | 1% | Unchanged from current arrangements |
| C Shares | 1% | Unchanged from current arrangements |
| D Shares | 1.75% | In relation to new D Shares issued |
The Ordinary and C Share classes currently benefit from an annual costs cap provided by Investec of 3 per cent. of gross funds raised. However, this arrangement is due to come to an end on 15 December 2015 and, unless replaced, could lead to greater costs being borne by Shareholders.
Subject to approval of the Resolutions by Shareholders, including as to the future consolidation of the share classes, Calculus Capital has agreed to continue this cap from 15 December 2015 at the following percentages of the gross amount raised in respect of each share class (excluding irrecoverable VAT, annual trail commission and performance incentive fees) with any excess paid by Calculus Capital.
| Cost Cap | Proposed Cost Cap | |
|---|---|---|
| To 14 December 2015 | From 15 December 2015 | |
| Share Class | (underwritten by Investec) | (underwritten by Calculus Capital) |
| Ordinary | 3% | 3% |
| C Shares | 3% | 3% |
| D Shares | – | 3.4% |
Details of the new D Share Investment Management Agreement (which supplements the existing investment management arrangements with Calculus Capital) are set out in paragraph 6.10 of Part 7 of this document.
As is customary in the venture capital industry, Calculus Capital will also receive a performance incentive fee payable in cash of an amount equal to 20 per cent. of dividend and distributions paid (including the relevant distribution being offered) to Shareholders over and above 105 pence per D Share (this figure representing a 50 per cent. return on an initial net investment of 70 pence per share taking into account up front income tax relief). Such performance incentive fees will be paid within ten business days of the date of payment of the relevant dividend or distribution. Details of the Performance Incentive Agreement are set out in paragraph 6.10 of Part 7 of this document.
It is proposed that Calculus will be appointed as promoter of the D Share Offer under a promoter's agreement. Details of this agreement are set out in paragraph 6.7 of Part 7 of this document.
The amendment of the investment management fee arrangement and introduction of the performance incentive arrangements as described above, and the appointment of Calculus Capital as promoter of the Offer (the "Offering Related Party Transactions") will constitute related party transactions under the Listing Rules, as Calculus Capital is an investment manager of the Company, as will the Company Secretarial Related Transaction (see (2) below). John Glencross, as the chief executive of Calculus Capital and a non-independent Director, did not take part in the Board's consideration of, nor vote on, the Offering Related Party Transactions. The approval of Shareholders to the Offering Related Party Transactions will be sought at the General Meeting (and constitute Resolutions 5 and 6).
The Board which has been so advised by SPARK Advisory Partners, the Company's Sponsor, considers the Offering Related Party Transactions to be fair and reasonable insofar as the Company's shareholders are concerned.
In order to save costs for the Company, it is proposed that the Company's company secretarial services will be taken on by Calculus Capital as part of its investment management services. Details of this supplement to the investment management agreements are set out in paragraph 6.7 of Part 7 of this document. The appointment of Calculus Capital to carry out company secretarial services constitutes a related party transaction (the "Company Secretarial Related Party Transaction") under the Listing Rules, as Calculus Capital is an investment manager of the Company. John Glencross, as the chief executive of Calculus Capital and a non-Independent Director, did not take part in the Board's consideration of, nor vote on, the Company Secretarial Related Party Transaction. The approval of Shareholders to the Company Secretarial Related Party Transaction will be sought at the General Meeting (and constitutes Resolution 10).
The Board, which has been so advised by SPARK Advisory Partners, the Company's Sponsor, considers the Company Secretarial Related Party Transaction to be fair and reasonable insofar as the Company's shareholders are concerned.
In order to effect the proposed restructuring of the Company's management arrangements and investment policy, and to make the Offer for the D Shares, the Company requires the authority of Shareholders. To this end, notices convening the General Meeting and Class Meetings are set out at the end of this document. The Meetings will be held from 12 noon on 24 November 2015 at the offices of Calculus Capital, 104 Park Street, London W1K 6NF. An explanation of the Resolutions to be proposed at the General Meeting is set out on pages 9 and 10:
Immediately following the close of the General Meeting, separate class meetings for the Ordinary Shareholders and C Shareholders respectively will be held to approve the Resolutions passed at the General Meeting.
Notices of all the Meetings are set out at the back of this document and proxy forms (and pre-addressed envelopes for the return of the proxy forms) are enclosed.
Before taking any action, you are recommended to read the further information set out in this document.
Shareholders will find enclosed with this document the form of proxy for use at the General Meeting and Class Meetings. Whether or not you propose to attend the Meetings, you are requested to complete and return the form of proxy attached so as to be received not less than 48 hours before the time appointed for holding of the relevant Meeting. Completion and return of a form of proxy will not prevent you from attending and voting in person at a Meeting, should you wish to do so.
The Board is of the opinion that the Resolutions to be proposed at the General Meeting are in the best interests of the Shareholders as a whole and each of the Independent Directors intends to invest personally in the Offer. The Board unanimously recommends you to vote in favour of all the Resolutions.
The Board intend to vote, in respect of their own holdings of 251,050 Ordinary Shares and 10,000 C Shares (representing 3.91 per cent. of the voting rights in the Company), in favour of Resolutions 1 to 4 and 7 to 9 (in each case, inclusive).
The Board, with only the exception of John Glencross (who is not able to vote his shares on Resolutions 5, 6 and 10) intend to vote, in respect of their own holding of 226,050 Ordinary Shares and 10,000 C Shares (representing 3.55 per cent. of the voting rights entitled to vote on these Resolutions) in respect of Resolutions 5, 6 and 10.
Under the Listing Rules, Calculus Capital as a related party is not entitled to vote on Resolutions 5, 6 and 10 to be proposed at the General Meeting to approve the Offering Related Party Transactions and the Company Secretarial Related Party Transaction. Calculus Capital does not hold any shares in the Company and has undertaken to take all reasonable steps to ensure that its associates shall not vote on Resolutions 5, 6 and 10.
I look forward to welcoming you at the Meeting(s) and I hope for your support for the Resolutions being proposed.
Yours sincerely
Michael O'Higgins Chairman
In order to effect, inter alia, the proposed restructuring of the Company's management arrangements and investment policy, and to make the Offer for the D Shares, the Company requires the authority of Shareholders. To this end, notices convening the General Meeting and Class Meetings are set out at the end of this document. The Meetings will be held from 12 noon on 24 November 2015 at the offices of Calculus Capital, 104 Park Street, London W1K 6NF. An explanation of the Resolutions to be proposed at the General Meeting is set out below:
If passed, this resolution authorises the Directors to allot D Shares and to grant rights to subscribe for the new class of D Shares in accordance with section 551 of CA 2006 up to a maximum nominal amount of £150,000 of D Shares. The Directors intend to exercise this authority in order to allot D Shares pursuant to the Offer. This resolution is conditional on the passing of Resolutions 2, 3, 4, 5 and 6. The Company does not hold Shares in Treasury. This resolution is additional and does not revoke the authority granted at the Company's last Annual General Meeting.
If passed, this resolution will give the Directors power, pursuant to the authority granted by Resolution 1, to allot D Shares without first offering them to existing Shareholders in proportion to their existing holdings, up to a maximum nominal amount of £150,000 of D Shares. This resolution is conditional on the passing of Resolutions 1, 3, 4, 5 and 6.
The Directors intend to exercise this power in order to allot D Shares:
The power granted by this resolution will expire on the fifth anniversary of the date of the passing of this resolution save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
This resolution is additional to and does not revoke or replace existing and unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of CA 2006 did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.
If passed, thisresolution will adopt the amendmentsto the Articles,set out in Part 6 of this Circular, in order to allow for the rights and obligations attaching to the D Shares to be issued under the Offer, to be included in the Articles. Such an amendment requires Shareholders' approval in accordance with section 21 of CA 2006. This resolution is conditional on the passing of Resolutions 1, 2, 4, 5 and 6.
If passed, this resolution will authorise a revision of the Company's stated investment policy whereby the Company will invest funds not employed in VCT qualifying investments, or pending such employment, in a variety of investments selected to preserve capital value, whilst generating income and no longer make any Structured ProductsInvestments, as more fully set out in Part 5 of this Circular. Thisresolution is conditional on the passing of Resolutions 1, 2, 3, 5 and 6.
If passed, this resolution will authorise the entering into of the D Share Investment Management Agreement and Performance Incentive Agreement between the Company and Calculus Capital in its proposed capacity as investment manager in respect of the Venture Capital Investments of the D Share Fund. These agreements include new cost caps from 15 December 2015 in respect of the Ordinary Share Fund, the C Share Fund and the D Share Fund. Calculus Capital is already the investment manager of the Ordinary Share Fund and C Share Fund in respect of the Venture Capital Investments and the new arrangement with Calculus Capital would constitute a Related Party Transaction under Chapter 11 of the Listing Rules. These proposed arrangements therefore require Shareholders' approval. This resolution is conditional on the passing of Resolutions 1, 2, 3, 4 and 6.
If passed, thisresolution will authorise the Promoter's Agreement to be entered into between the Company and Calculus Capital in its proposed capacity as promoter of the Offer. Calculus Capital already acts as the Company's existing investment manager in respect of Venture Capital Investments and the new arrangement with Calculus Capital would therefore constitute a Related Party Transaction under Chapter 11 of the Listing Rules. The proposed arrangements with Calculus Capital therefore require Shareholders' approval. This resolution is conditional on the passing of Resolutions 1, 2, 3, 4 and 5.
If passed, thisresolution will give the Directors power, on behalf of the Company, to make market purchases of D Shares, subject to the key terms set out on page 30, such authorisation being necessary under section 701 of the CA 2006. The Directors will only exercise the authority to purchase D Shares where they consider such purchases will be in the best interests of shareholders of D Shares generally. The Directors currently intend to cancel all D Shares purchased under this authority.
If passed, this resolution will then allow, subject to Court approval, the Company's share premium account to be cancelled. If the share premium account is cancelled then, unless the Court orders otherwise, the reserve created by the cancellation will be treated as a realised profit. Shareholders' approval for a reduction of share capital of the Company, including its share premium, is necessitated by section 641 of CA 2006.
If passed, this resolution will approve mergers of the existing classes of shares in the Company with the D Share class(once the final Structured Product Investment in the relevant existing classisrealised, expected to be in June 2016 in respect of the Ordinary Shares Fund and June 2017 in respect of the C Shares Fund).
If passed, this resolution will authorise the appointment of Calculus Capital to carry out company secretarial services for the Company as part of its investment management services. Calculus Capital already acts as the Company's existing investment manager in respect of Venture Capital Investments and the new arrangement with Calculus Capital would therefore constitute a Related Party Transaction under Chapter 11 of the Listing Rules. The proposed arrangements with Calculus Capital therefore require Shareholders' approval.
Shareholders and prospective shareholders 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 were to occur, 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 Company will face. Additional risks not currently known to the Company or the Board, or that the Company or the Board currently believe are not material, may also adversely affect the Company's business, financial condition and results of operations. The value of Shares could decline due to any of these risk factors, and investors could lose part or all of their investment. Investors who are in any doubt should consult their independent financial adviser. The attention of prospective investors is drawn to the following risks:
association to be adopted at the General Meeting subject to Shareholders' approval, dividends may be paid to the Shareholders of a particular class from the income and/or capital assets of another class provided that such amounts are repaid at the end of four years from the date of the last issue of shares of the former class. The Directors may, at their discretion, utilise this power to pay dividends to D Shareholders from the profits attributable to Ordinary and C Shareholders for the three years following the close of the Offer. In addition, subject to existing Shareholders' approval, the D Shares Fund may be merged with the Ordinary Shares Fund and/or the C Shares Fund, at which point the investments and other net assets attributable to each fund will be merged and the cost cap attributable to the merged fund will be equal to the aggregate of the cost caps applicable to each of the classes being merged.
In this Circular and in the notice attached the following expressions have the following meanings:
| "Admission" | the date on which the D Shares are listed on the Official List of the UK Listing Authority and admitted to dealing on the LSE's main market for listed securities |
|---|---|
| "Annual Report" | the annual report and financial statements of the Company for the year ended 28 February 2015 |
| "Articles" | the articles of association of the Company, as amended from time to time |
| "Board" or "Directors" | the board of directors of the Company |
| "Business Day" | any day (other than a Saturday or Sunday) on which clearing banks are open for normal banking business in the City of London |
| "CA 2006" | Companies Act 2006, as amended |
| "Calculus Capital" | Calculus Capital Limited, the investment manager of the Company in relation to Venture Capital Investments |
| "Capita" | Capita Asset Services, a trading name of Capita Registrars Limited, the Company's registrar |
| "Circular" | this document |
| "Class Meeting(s)" | the separate class meetings of the Ordinary Shareholders and C Shareholders to be held on 24 November 2015 convened in accordance with notices enclosed with this Circular |
| "Company" or "the VCT" | Calculus VCT plc, incorporated in England and Wales with registered number 07142153 (formerly called Investec Structured Products Calculus VCT plc) |
| "Company Secretarial Related Party Transaction" |
the agreement and arrangement with Calculus Capital in relation to the provision of company secretarial services regarded as a related party transaction under the Listing Rules as set out on page 7 and which are the subject of Resolution 10 to be proposed at the General Meeting |
| "C Shares" | C ordinary shares of 1p each in the capital of the Company |
| "D Shares" | D ordinary shares of 1p each in the capital of the Company |
| "D Share Investment Management Agreement" |
the agreement to be entered into between the Company and Calculus Capital for the management of the D Shares Fund as more fully described on page 26 |
| "FCA" | the Financial Conduct Authority |
| "FSMA" | the Financial Services and Markets Act 2000, as amended |
| "General Meeting" | the general meeting of the Company to be held on 24 November 2015 convened in accordance with notice enclosed with this Circular |
| "HMRC" | HM Revenue & Customs |
|---|---|
| "Independent Directors" | in respect of Resolutions 5, 6 and 10, the Board excluding John Glencross |
| "Investec Structured Products" | the Investec Structured Productsteam within Investec Bank plc and a trading name of Investec Bank plc |
| "Investment Policy" | the Company's stated investment policy, from time to time |
| "Investor" | an individual who subscribes for D Shares pursuant to the Offer |
| "ITA 2007" or "Tax Act" | Income Tax Act 2007, as amended |
| "Listing Rules" | the listing rules of the UKLA |
| "London Stock Exchange" or "LSE" | London Stock Exchange plc |
| "Meetings" | the General Meeting and/or the Class Meetings (as the context dictates) |
| "NAV" | the net asset value |
| "Offer" | the offer of D Shares made pursuant to the Prospectus |
| "Offering Related Party Transactions" | the agreements and arrangements with Calculus Capital regarded as related party transactions under the Listing Rules as set out on page 7 and which are the subject of Resolutions 5 and 6 to be proposed at the General Meeting |
| "Official List" | the official list of the UKLA |
| "Performance Incentive Agreement" | the performance incentive agreement to be entered into between the Company and Calculus Capital as more fully described on page 26 |
| "Promoter's Agreement" | the agreement to be entered into between the Company and Calculus Capital for the promotion of the Offer as more fully described on page 26 |
| "Proposals" | the proposals set out in this document in connection with the Offer, the Related Party Transactions, the amendments to the Company's Articles and Investment Policy and the resolutions to be proposed at the General Meeting |
| "Prospectus" | the Registration Document, the Summary and the Securities Note |
| "Prospectus Rules" | the prospectus rules of the UK Listing Authority |
| "Qualifying Company" | an unquoted (including AIM-quoted or ISDX-listed) company which satisfies the qualifying company requirements of the VCT Rules |
| "Registration Document" | the registration document issued by the Company dated 26 October 2015 which forms part of the Prospectus |
| "Related Party Transactions" | together the Offering Related Party Transactions and the Company Secretarial Related Party Transaction |
| "Resolutions" | the resolutions to be proposed at the Meetings |
| "Securities Note" | the securities note issued by the Company dated 26 October 2015 which forms part of the Prospectus |
| "Shareholder" | a holder of Shares |
|---|---|
| "Shares" | means the Ordinary Shares, C Shares or D Shares, as the context dictates |
| "SPARK" | SPARK Advisory Partners Limited, the Company's sponsor |
| "Structured Products" | notes and/or deposits and/or securities whose cash flow characteristics reflect the performance of an index of indices (which may or may not be linked to a market) |
| "Summary" | the summary issued by the Company dated 26 October 2015 which forms part of the Prospectus |
| "UK" | the United Kingdom |
| "UKLA" or "UK Listing Authority" | the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part 6 of the Financial Services and Market Act 2000 |
| "VCT" or "venture capital trust" | a company satisfying the requirements of Chapter 3 of Part 6 of ITA 2007 for venture capital trusts |
| "VCT Rules" | the legislation, rules and HMRC interpretation and practice regulating the establishment and operation of venture capital trusts |
| "Venture Capital Investments" | shares in, or securities of, a Qualifying Company held by a VCT which meets the requirements of the VCT Rules. |
| Indicative Offer Timetable | |
|---|---|
| Offer opens | 26 October 2015 |
| Closing date (for 2015/16 tax year) | 11.00 a.m. on 1 April 2016 |
| Closing date (for 2016/17 tax year)* | 11.00 a.m. on 29 April 2016 |
| First allotment | no later than 4 April 2016 |
| Effective date for the listing of the D Shares and | |
| commencement of dealings | three Business Days following allotment |
| D Share certificates and tax certificates to be dispatched | ten Business Days following allotment |
| * The Directors reserve the right to extend the closing date at their discretion. The Offer will close earlier than the date stated above if fully subscribed or otherwise at the Directors' discretion. |
|
| Offer Statistics | |
| Minimum amount to be raised by the Company* | £1,000,000 |
| Maximum amount to be raised by the Company** | £8,000,000 |
| Initial NAV per D Share | £1.00 |
| Maximum number of D Shares to be issued | 8,000,000 |
| Estimated net proceeds of the Offer*** | £7,600,000 |
| * The Directors reserve the right to reduce the size of the Offer, any such reduction being subject to the issue of a supplementary prospectus. |
|
| ** The Directors reserve the right to increase the size of the Offer, any such increase being subject to the issue of a supplementary prospectus. |
|
| *** Assuming full subscription and Offer costs of 5 per cent. | |
| Costs and Commissions relating to the Offer | |
| Expected Offer costs as a percentage of gross proceeds* | 5.0 per cent. |
| Promoter's Fee (investors through intermediaries) | 3.0 per cent. of funds subscribed |
| Promoter's Fee (direct investors) | 5.0 per cent. of funds subscribed |
| Up front commission to the intermediaries of non-advised Investors | 2.0 per cent. |
| Annual trail commission to intermediaries of non-advised Investors (subject to receiving a maximum of 3.0 per cent.) |
0.5 per cent. |
| Adviser Charge which the Company will facilitate for advised Investors** |
as agreed between advised Investors and their intermediaries |
| Discount for applications received by 18 December 2015*** | 1.0 per cent. |
| Discount for applications received between 19 December 2015 and 29 January 2016*** |
0.5 per cent. |
| Discount for existing investors in the Company*** | 0.5 per cent. |
| * Excluding annual trail commission. |
The proposed amendments to the existing investment objective and policy are shown as underlined text whilst the proposed deletions are shown as strikethrough text in (A) below. The wording in section (B) below shows the new proposed investment objective and policy.
The references to Structured Products Investments contained in the Company's existing policy will become out of date when the last of the Structured Products Investment is realised and Investec Structured Products ceases to be the manager of the Company in respect of the Structured Products Portfolio. It is not intended that any further Structured Products investments be made by the Company and that the amended investment policy set out below be adopted by the Company from the date of the issue of the D Shares pursuant to the Offer, other than in respect of the realisation of the Structured Products currently held by the Company.
The Company's principal objectives for investors are to:
It is intended that approximately 75 per cent of the monies raised by the Company will be invested within 60 days in a portfolio of Structured Products variety of investments selected to preserve capital value, whilst generating income, which may include:
The balance will be used to meet initial costs and invested in cash or near cash assets (as directed by the Board) and will be available to invest in Venture Capital Investments and to fund ongoing expenses.
In order to qualify as a VCT, at least 70 per cent. of the Company's assets must be invested in Venture Capital Investments within approximately three years. Thus there will be a phased reduction in the Structured Products portfolio and corresponding build up in the portfolio of Venture Capital Investments to achieve and maintain this 70 per cent. threshold along the following lines:
| Average exposure per year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6+ |
|---|---|---|---|---|---|---|
| Structured Products and | ||||||
| cash/near cash | 85% | 75% | 35% | 25% | 25% | 0% |
| Venture Capital Investments | 15% | 25% | 65% | 75% | 75% | 100% |
Note: the investment allocation set out above is only an estimate and the actual allocation will depend on market conditions, the level of opportunities and the comparative rates of returns available from Venture Capital Investments and Structured Products.
The combination of the Structured Products and Venture Capital Investments will be designed to produce ongoing capital gains and income that will be sufficient to maximise both annual dividends for the first five years from funds being raised and an interim return by an interim return date by way of a special dividend or cash tender offer for shares. After the interim return date, unless Investec Structured Products are requested to make further investments in Structured Products, the relevant fund will be left with a portfolio of Venture Capital Investments managed by Calculus Capital with a view to maximising long term returns. Such returns will then be dependent, both in terms of amount and timing, on the performance of the Venture Capital Investments.
The portfolio of Structured Products will be constructed with different issuers and differing maturity periods to minimise risk and create a diversified portfolio. The maximum exposure to any one issuer will be limited to 15 per cent. of the assets of the Company at the time of investment. Structured Products can and maybe sold before their maturity date if required for the purposes of making Venture Capital Investments and Investec Structured Products have agreed to make a market in the Structured Products, should this be required by the Company.
The intention for the portfolio of Venture Capital Investments is to build a diverse portfolio The Company's policy is to build a diverse portfolio of Venture Capital Investments of primarily established unquoted companies across different industries and investments may be by way of loan stock and/or redeemable fixed rate preference shares as well as ordinary shares to generate income. The amount invested in any one sector and any one company will be no more than 20 per cent. and 10 per cent. respectively of the Venture Capital Investments portfolio. These percentages are measured as at the time of investment. The Board and its Managers Calculus Capital will review the portfolio of investments on a regular basis to assess asset allocation and the need to realise investments to meet the Company's objectives or maintain VCT status.
Where investment opportunities arise in one asset class which conflicts with assets held or opportunities in another asset class, the Board will make the investment/divestment decision. Under its Articles, the Company has the ability to borrow a maximum amount equal to 25 per cent. of the aggregate amount paid on all shares issued by the Company (together with any share premium thereon). The Board will consider borrowing if it isin the Shareholders' intereststo do so. In particular, because the Board intendsto minimise cash balances, the Company may borrow on a short-term to medium-term basis (in particular, against Structured Products) for cashflow purposes and to facilitate the payment of dividends and expenses in the early years.
The Company will not vary the investment objective or the investment policy, to any material extent, without the approval of Shareholders. The Company intends to be a generalist VCT investing in a wide range of sectors.
The Company's principal objectives for investors are to:
It is intended that approximately 75 per cent of the monies raised by the Company will be invested within 60 days in a variety of investments selected to preserve capital value, whilst generating income, which may include:
The balance will be used to meet initial costs and invested in cash or near cash assets (as directed by the Board) and will be available to invest in Venture Capital Investments and to fund ongoing expenses.
The Company's policy is to build a diverse portfolio of Venture Capital Investments of primarily established unquoted companies across different industries and investments may be by way of loan stock and/or fixed rate preference shares as well as ordinary shares to generate income. The amount invested in any one sector and any one company will be no more than 20 per cent. and 10 per cent. respectively of the Venture Capital Investments portfolio. These percentages are measured as at the time of investment. The Board and Calculus Capital will review the portfolio of investments on a regular basis to assess asset allocation and the need to realise investments to meet the Company's objectives or maintain VCT status.
Where investment opportunities arise in one asset class which conflicts with assets held or opportunities in another asset class, the Board will make the investment/divestment decision. Under its Articles, the Company has the ability to borrow a maximum amount equal to 25 per cent. of the aggregate amount paid on all shares issued by the Company (together with any share premium thereon). The Board will consider borrowing if it isin the Shareholders' intereststo do so. In particular, because the Board intendsto minimise cash balances, the Company may borrow on a short-term to medium-term basis for cashflow purposes and to facilitate the payment of dividends and expenses in the early years.
The Company will not vary the investment objective or the investment policy, to any material extent, without the approval of Shareholders. The Company intends to be a generalist VCT investing in a wide range of sectors.
In order to provide for the rights attaching to the D Shares, it is proposed, as part of Resolution 3 to be proposed at the General Meeting, that the Articles, unless already provided for, be amended as set out below.
"D Share Surplus" means the net assets of the Company attributable to the D Shares (including, for the avoidance of doubt, any income and/or revenue arising from or relating to such assets) less such proportion of the Company's liabilities, including the fees and expenses of liquidation or return of capital (as the case may be), as the Directors or the liquidator (as the case may be) shall reasonably allocate to the assets of the Company attributable to the D Shareholders.
"D Shareholders" means the holders of D Shares from time to time.
"D Shares" means D ordinary shares of 1p each in the capital of the Company.
"Ordinary Shareholders" means the holders of Ordinary Shares from time to time.
Without prejudice to its obligations under the Statutes, the Company shall (i) procure that the Company's records and bank accounts shall be operated so that the assets attributable to the Ordinary Shareholders, C Shareholders and D Shareholders can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company shall procure that separate income and expenditure accounts (or, if applicable, profit and loss accounts) balance sheets and cash flow accounts and such other separate accounts as may, in the opinion of the Board, be desirable to ensure compliance by the Company with the provisions of Section 259 of ITA 2007 as amended, shall be created and maintained in the books of the Company for the assets attributable to the Ordinary Shareholders, C Shareholders and D Shareholders, (ii) allocate to the assets attributable to the Ordinary Shareholders, C Shareholders and D Shareholders such proportion of the expenses and liabilities of the Company incurred or accrued as the Directors fairly consider to be allocable to the Ordinary Shares, C Shares and D Shares and (iii) give appropriate instructions to the Company's investment manager and advisers to manage the Company's assets so that such undertakings can be complied with by the Company.
Subject to paragraph 6 below and subject to any special terms as to voting on which any shares may be issued, on a show of hands, every member present in person or by proxy (or being a corporation, represented by an authorised representative) shall have one vote and on a poll every member who is present in person or by proxy shall have one vote for every share of which he is the holder. The Ordinary Shares, C Shares and D Shares shall rank pari passu as to rights to attend and vote at any general meeting of the Company.
The rights of members to receive dividends are as follows:
(iii) the D Shareholders shall be entitled to receive in that capacity, any dividends paid out of the net income derived from the assets attributable to the D Shares.
At the discretion of the Board, acting in the interests of the Company as a whole, Shareholders of any class (the "Recipient Class") may additionally receive dividends paid from the net income derived from the assets attributable to one or more other share classes (the "Paying Class(es)") (or from the capital of such class(es) including amounts representing cancelled share premium), subject to the requirement that the Recipient Class account to the Paying Class(es) for any amount so distributed no later than four years from the end of the accounting period in which the last allotment of shares of the Recipient Class took place. Until the relevant amount is accounted for, the Paying Class shall have first call on the revenue and capital profits (after expenses) of the Recipient Class.
The Company may in general meeting by ordinary resolution declare dividends in accordance with the respective rights of the members, provided that no dividend shall be payable in excess of the amount recommended by the Directors. The Directors may pay such interim dividends as appear to them to be justified. No dividend or other monies payable in respect of a share shall bear interest as against the Company. There are no fixed dates on which entitlements to dividend arises.
All dividends unclaimed for a period of twelve years after being declared or becoming due for payment shall be forfeited and shall revert to the Company.
The capital and assets of the Company shall on a winding up or on a return of capital be applied as follows:
The Articles provide that the liquidator may, with the sanction of a special resolution and any other sanctions required by the CA 2006, divide amongst the members in specie the whole or any part of the assets of the Company in such manner as he may determine.
The holders of the Ordinary Shares as a class, the holders of C Shares as a class and the holders of D Shares as a class shall be required to approve and, accordingly, without such approval, the special rights attached to the Ordinary Shares, C Shares and D Shares respectively shall be deemed to be varied, inter alia, by:
Whenever the capital of the Company is divided into different classes of shares, the rights attaching to any class may (unless otherwise provided by the terms of that class) be varied or abrogated either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of the class or with the sanction of a special resolution passed at a separate meeting of such holders.
The Company and the Directors, whose names appear in paragraph 3 below, accept responsibility for the information 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.
2.1 As at 25 October 2015 (this being the latest practicable date prior to the publication of this document), the issued share capital of the Company was as follows:
| Number of | Nominal | |
|---|---|---|
| Shares | Value (£) | |
| Ordinary Shares (1p each) | 4,738,463 | 47,384.63 |
| C Shares (1p each) | 1,931,095 | 19,310.95 |
2.2 As at 25 October 2015 (this being the latest practicable date prior to the publication of this document), no share or loan capital of the Company was under option or had been agreed conditionally or unconditionally, to be put under option, nor did the Company hold any shares in treasury.
3.1 The name and business addresses of the Directors, all of whom are non-executive, are as follows:
Michael O'Higgins (Chairman) Kate Cornish-Bowden Arthur John Glencross Steven Guy Meeks
all of Beaufort House, 51 New North Road, Exeter EX4 4EP (the registered office and principal place of business of the Company).
3.2 As at 25 October 2015 (this being the latest practicable date prior to the publication of this document), the interests of the Directors and their immediate families in the issue share capital of the Company were as follows:
| Ordinary | % of Ordinary | % of C Share | ||
|---|---|---|---|---|
| Director | Shares held | C Shares held | share capital | capital |
| Michael O'Higgins (Chairman) | 205,500 | – | 4.34 | – |
| Kate Cornish-Bowden | – | 10,000 | – | 0.52 |
| John Glencross | 25,000 | – | 0.53 | – |
| Steven Meeks | 20,550 | – | 0.43 | – |
3.3 The Directors were appointed under letters of appointment dated 22 February 2010 (save for Kate Cornish-Bowden who was appointed under a letter of appointment dated 10 February 2011). The appointments may be terminated on three months' notice. No arrangements have been entered into by the Company entitling the Directors to compensation for loss of office, nor have any amounts been set aside to provide pension, retirement or similar benefits. The total annual remuneration receivable by Michael O'Higgins as Chairman is £20,000 (plus applicable employers' National Insurance Contributions). The total annual remuneration receivable by Kate Cornish-Bowden and Steve Meeks is £15,000 each (plus applicable employers' National Insurance Contributions). John Glencross does not receive any remuneration from the Company in respect of his appointment. Aggregate Directors' emoluments for the period ended 28 February 2015 were £50,000 and aggregate Director's emoluments for the current financial year is expected to be £50,000 (plus applicable employers' National Insurance Contributions).
Save as set out below, as at 25 October 2015 (this being the latest practicable date prior to publication of this document), the Company is not aware of any person who has an interest in the Company's capital and voting rights which is notifiable under UK law (under which, pursuant to CA 2006 and the Listing Rules and the Disclosure & Transparency Rules of the FCA, a holding of 3% or more of the voting rights of each class of Share must be notified to the Company).
| Ordinary | % of Ordinary |
|---|---|
| Shares held | share capital |
| Michael O'Higgins 205,500 |
4.34 |
5.1 The following transaction has occurred since 31 August 2015, being the date to which the Company's latest half yearly report was prepared:
| Valuation at | Profit/(loss) | Realised | |||
|---|---|---|---|---|---|
| Cost | 28/02/15 | Proceeds | vs. cost | gain/(loss) | |
| DISPOSALS | £'000 | £'000 | £'000 | £'000 | £'000 |
| C Share Pool | |||||
| Horizon Discovery Group plc | |||||
| ordinary shares | 50 –––––– |
123 –––––– |
91 –––––– |
41 –––––– |
(32) –––––– |
| 50 | 123 | 91 | 41 | (32) | |
| –––––– | –––––– | –––––– | –––––– | –––––– |
There have been no additions to the portfolio of the Company since 31 August 2015.
5.2 There has been no significant change in the financial or trading position of the Company which has occurred since 31 August 2015, being the end of the last financial period for which either audited financial information or interim financial information has been published.
A summary of the material contracts reasonably required by shareholders in order to make a properly informed assessment of the Proposals is set out below.
Pursuant to a letter to the Company dated 23 June 2015, Investec Structured Products' engagement as manager of the C Shares Fund will determine no later than 14 March 2017.
terminated on 12 months' notice expiring on or after that date. This appointment may also be terminated (inter alia) in circumstances of material breach by either party. Pursuant to this agreement the terms of the Ordinary Share Fund agreement set out at paragraph 6.3 above will apply, mutatis mutandis, to the C Shares Fund (pursuant to which, for the avoidance of doubt, Calculus Capital's entitlement to receive an annual management fee of 1 per cent. of the net assets of the Company is in respect of investment management services provided across both the Ordinary Shares Fund and the C Shares Fund).
provided in each case that C Shareholders have received or been offered a C Shares Fund interim return of at least 70p per C Share on or before 14 March 2017 and at a least a further 45p per C Share having been received or offered for payment on or before 14 March 2019. In addition, performance incentive fees in respect of the C Shares Fund will only be payable in respect of dividends and distributions paid or offered on or before 14 March 2019. The terms of this agreement will otherwise be materially the same as those for the arrangements for the Ordinary Shares Fund and as is more particularly described in paragraph 6.5 above.
6.7 A sponsor's agreement dated 24 August 2015 between the Company (1) and SPARK Advisory Partners Limited (2) whereby SPARK Advisory Partners Limited agreed to act as sponsor. The agreement contained warranties given by the Company and the Directors to SPARK. The Company will pay a fee to SPARK of £30,000 for sponsor services relating to the Offer.
The following contracts will be entered into,subject, inter alia, to the approval by Shareholders of the resolutions numbered 5, 6 and 10 at the General Meeting and confirmation at the Class Meetings.
Calculus Capital was established in 1999 and is authorised and regulated by the FCA. A pioneer in tax efficient investing, Calculus Capital created the UK's first approved Enterprise Investment Scheme fund. Calculus Capital is a multi-award winning alternative investment manager with extensive experience of investing across a multitude of sectors, including hosted software, life sciences, leisure and hospitality, manufacturing, energy and transportation.
The Structured Products are managed by the team at Investec Structured Products, a team within Investec Bank plc, which is part of the Investec group of companies. The Investec group is an international specialist banking organisation that provides a diverse range of financial products and services to a niche client base in three principal markets, the UK, South Africa and Australia, as well as certain other countries.
8.1 The Company was incorporated and registered in England and Wales under CA 2006 as a public company with limited liability on 1 February 2010 with registered number 07142153. The principal legislation under which the Company operates is CA 2006 (and regulations made thereunder). The legal and commercial name of the Company is Calculus VCT plc (following a change of name from Investec Structured Products Calculus VCT plc on 22 October 2015). The Company is domiciled in England.
Calculus Capital Limited has consented to the issue of this Circular with the inclusion of references to their name appearing in the form and context in which they appear.
Investec Structured Products has consented to the issue of this Circular with the inclusion of references to their name appearing in the form and context in which they appear.
SPARK Advisory Partners Limited has consented to the issue of this Circular with the inclusion of references to their name appearing in the form and context in which they appear.
RW Blears LLP has consented to the issue of this Circular with the inclusion of references to their name appearing in the form and context in which they appear.
Copies of the following documents will be available for inspection at the offices of RW Blears LLP, 125 Old Broad Street, London EC2N 1AR on normal business days and during normal business hours from the date of this document until the date of the General Meeting, and also at the registered office of the Company:
| Directors | Michael O'Higgins (Chairman) Kate Cornish-Bowden Arthur John Glencross Steven Guy Meeks |
|---|---|
| Registered Office | Beaufort House 51 New North Road Exeter EX4 4EP |
| Telephone: 01392 477500 | |
| Company Registration Number | 07142153 |
| Venture Capital Investments Manager |
Calculus Capital Limited 104 Park Street London W1K 6NF |
| Telephone: 020 7493 4090 Website: www.calculuscapital.com |
|
| Structured Products Investment Manager |
Investec Structured Products 2 Gresham Street London EC2V 7QP |
| Telephone: 020 7597 4000 Website: www.investecstructuredproducts.com |
|
| Fund Administrator and Company Secretary |
Capita Sinclair Henderson Limited Beaufort House 51 New North Road Exeter EX4 4EP |
| Registrars | Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU |
| Telephone: 0371 664 0324 If you need any more help please call us on 0371 664 0324. Calls are charged at the standard geographic rate and will vary by provider. Callsfromoutside theUnited Kingdomare charged atthe applicable international rate. Our lines are open 9 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. You can also contact us by email – [email protected] or by fax – 020 8639 2300. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice. |
|
| Auditors | Grant Thornton UK LLP 30 Finsbury Square London EC2P 2YU |
| Solicitors | RW Blears LLP 125 Old Broad Street London EC2N 1AR |
| Sponsor | SPARK Advisory Partners Limited 5 St John's Lane London EC1M 4BH |
Notice is hereby given that a general meeting of Calculus VCT plc (the "Company") will be held at 12 noon on 24 November 2015 at the offices of Calculus Capital, 104 Park Street, London W1K 6NF for the purposes of considering and, if thought fit, passing the following resolutions, of which resolutions 1, 4, 5, 6, 9 and 10 will be proposed as ordinary resolutions and resolutions 2, 3, 7 and 8 will be proposed as special resolutions.
All capitalised terms used in this notice of meeting shall bear the meanings given to them in the circular to shareholders dated 26 October 2015 (the "Circular").
THAT, conditionally upon the passing of Resolutions 2, 3, 4, 5 and 6 below, the Directors be generally and unconditionally authorised pursuant to section 551 of the CA 2006 to allot D Shares having the rights and being subject to the restrictions set out in the articles of association of the Company as proposed to be amended pursuant to Resolution 3 below and to grant rights to subscribe for or to convert any security into D Shares in the Company up to an aggregate nominal amount of £150,000 provided that this authority shall expire on the fifth anniversary of the date of the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require D Shares to be allotted or rights to subscribe for or to convert securities into D Shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or to convert securities into D Shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
This resolution is additional to and does not revoke or replace existing and unexercised authorities previously granted to the Directors to allot Shares or grant rights to subscribe for or convert securities into Shares.
THAT, conditionally upon the passing of Resolutions 1, 3, 4, 5 and 6, the Directors be and hereby are given the general power to allot equity securities (as defined by section 560 of the CA 2006) for cash pursuant to the authority conferred by Resolution 1 as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall:
(v) the allotment of D Shares with an aggregate nominal value of up to 14.99% of the issued D Share capital of the Company immediately following the close of the Offer where the proceeds of the allotment are to be used in whole or in part to purchase the Company's D Shares in the market; and
(vi) the allotment of equity securities from time to time with an aggregate nominal value of up to 5% of the issued D Share capital of the Company immediately following close of the Offer,
This resolution is additional to and does not revoke or replace existing and unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the CA 2006 did not apply.
THAT, conditionally upon the passing of Resolutions 1, 2, 4, 5 and 6, the articles of association of the Company be amended as set out in Part 6 of the Circular accompanying this Notice.
THAT, conditionally upon the passing of Resolutions 1, 2, 3, 5 and 6, the investment objective and policy of the Company be amended as set out in Part 5 of the Circular accompanying this Notice.
THAT, conditionally upon the passing of Resolutions 1, 2, 3, 4 and 6, the proposed appointment of Calculus Capital Limited as the investment manager under the D Shares Investment Management Agreement and the Performance Incentive Agreement, in relation to the capital to be raised by the Offer on the terms described in the Circular accompanying this notice be and are hereby approved.
THAT, conditionally upon the passing of Resolutions 1, 2, 3, 4 and 5, the proposed appointment of Calculus Capital Limited in its capacity as promoter of the Offer pursuant to the terms of a Promoter Agreement in relation to the capital to be raised by the Offer on the terms described in the Circular accompanying this notice be and are hereby approved.
TO authorise the Company generally and unconditionally to make market purchases (within the meaning of section 693(4) of the CA 2006) of D Shares of one penny each provided that:
(e) the Company may make a contract to purchase D Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of D Shares pursuant to such contract.
THAT in accordance with Section 641 of the CA 2006 the Company be generally authorised to reduce its share premium account by up to 100% of the amount standing to the credit thereof immediately following the close of the Offer provided that any reduction pursuant to this resolution is confirmed by order of the court and that the Company may not make a reduction that has the effect that there would no longer be any member of the Company holding shares other than redeemable shares.
THAT the directors be and are hereby authorised to effect the merger of the Company's Ordinary Shares and/or C Shares into a single class with the D Shares at any time after (but no later than the fifth anniversary of the date on which this resolution is passed) the last of the Structured Products Investments (in the relevant class) is realised or liquidated. The merger(s) shall be effected by comparing the relative net asset values of each merging class by reference to the most recent audited accounts at that time (with such adjustments as the Directors in their absolute discretion consider necessary to fairly reflect the respective values of the merging classes) and redesignating a number ("the Relevant Number") of shares in the class which has the lower net asset value per share ("the Old Class") as deferred shares with the rights described below ("Deferred Shares") such that were the Relevant Number of shares in the Old Class to be disregarded the net asset value per share of the remaining shares in the Old Class ("the Remaining Shares") would equal the net asset value per share in the other class which, prior to that redesignation and disregard, had the higher net asset value per share ("the Continuing Class"). The redesignation of the Relevant Number of shares in the Old Class as Deferred Shares shall take effect on such date as the Directors may determine whereupon the Remaining Shares in the Old Class shall on the same date automatically be redesignated as shares in the Continuing Class having the rights attaching to and ranking pari passu in all respects with all other shares in the Continuing Class. The Deferred Shares shall:
Furthermore, the Company, acting by its Directors, be and hereby is authorised to enter into a contract to purchase all the issued Deferred Shares for an aggregate amount of 1p for immediate cancellation, such contract to remain on display at the Company's registered office and available for inspection by members for not less than 15 days prior to the completion of the repurchase.
THAT Calculus Capital is appointed to provide company secretarial services to the Company as part of its investment management services on the terms set out in the D Shares Investment Management Agreement.
By Order of the Board Registered Office: Capita Sinclair Henderson Limited Beaufort House Company Secretary 51 New North Road
Exeter EX4 4EP
26 October 2015
(Registered in England and Wales with registered number 07142153)
Notice is hereby given that a class meeting of the holders of Ordinary Shares in the capital of Calculus VCT plc (the "Company") will be held at the offices of Calculus Capital Limited, 104 Park Street, London W1K 4NP at 12.15 p.m. on 24 November 2015 for the purpose of considering and, if thought fit, passing the following resolution which will, at each class meeting, be proposed as a special resolution.
The holders of the Ordinary Shares in the capital of the Company hereby sanction, approve and consent to:
By Order of the Board Registered Office: Capita Sinclair Henderson Limited Beaufort House Company Secretary 51 New North Road
Exeter EX4 4EP
26 October 2015
Notice is hereby given that a class meeting of the holders of C Shares in the capital of Calculus VCT plc (the "Company") will be held at the offices of Calculus Capital Limited, 104 Park Street, London W1K 4NP at 12.30 p.m. on 24 November 2015 for the purpose of considering and, if thought fit, passing the following resolution which will, at each class meeting, be proposed as a special resolution.
The holders of the C Shares in the capital of the Company hereby sanction, approve and consent to:
By Order of the Board Registered Office: Capita Sinclair Henderson Limited Beaufort House Company Secretary 51 New North Road
Exeter EX4 4EP
26 October 2015
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