Regulatory Filings • Apr 25, 2012
Regulatory Filings
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Top Up Offers For the tax year 2012/2013
Octopus AIM VCT plc Octopus Second AIM VCT plc
25 April 2012
To raise up to £1,900,000 for Octopus AIM VCT and up to £1,600,000 for Octopus Second AIM VCT (up to £3,500,000 in aggregate) by way of issues of New Shares in each of the Companies
This document, which constitutes a financial promotion for the purposes of Section 21 of the FSMA 2000, has been approved, for the purposes of that section only, by Octopus Investments Limited ("Octopus"), which is authorised and regulated by the Financial Services Authority in the United Kingdom, pursuant to the FSMA. In approving this document, Octopus is acting solely for the Companies and no-one else and will not be responsible to anyone other than the Companies for providing the protections afforded to customers of Octopus or for providing financial advice in relation to the subject of this document. This document contains details of the Octopus AIM VCTs' top up offers for the tax year 2012/2013 for New Shares in each of the Companies (each an "Offer" and together the "Offers").
There is no guarantee that a Company's investment objective will be attained. The levels and bases of reliefs from taxation described in this document are those currently available. These may change and their value depends on an investor's individual circumstances. No person, other than Octopus, has been authorised to issue any advertisements or give any information, or make any representations in connection with the Offers, other than those contained in this document, and if issued, given or made, such advertisements, information or representations must not be relied upon as having been authorised by the Companies. This document does not constitute either a prospectus or listing particulars.
Each Company accepts responsibility for the information contained in this document relating to it and the terms of its Offer, but accepts no responsibility for any information contained in this document specifically relating to the other Company or its Offer. The Board of each Company has taken reasonable care to ensure that all applicable facts in this document in respect of its Company are true, fair and not misleading. The attention of prospective investors is drawn to the Risk Factors section of this document.
Applications will be made to the UK Listing Authority for the New Shares issued by each Company to be admitted to the premium segment of Official List and to the London Stock Exchange for the admission of such New Shares to trading on its main market for listed securities. It is expected that admission will become effective and that dealings in the New Shares will commence within ten business days of their allotment. Each Company's existing issued Shares are traded on the London Stock Exchange plc's main market for listed securities.
The Offers are not being made, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or their respective territories or possessions, and documents should not be distributed, forwarded or transmitted in or into such territories. The New Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) and may not be offered, sold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa.
Copies of this document, including the Application Forms, are available from:
Octopus Investments Limited 20 Old Bailey London EC4M 7AN
Tel: 0800 316 2295 www.octopusinvestments.com
A copy of this document will also be available to the public for inspection at the National Storage Mechanism at www.hemscott.com under the reference for each of the Companies.
The closing date of each Offer will be on 31 July 2012, though each Board reserves the right to extend the closing date of its Company's Offer at their discretion. The Offers may close earlier if they are fully subscribed.
| EXPECTED TIMETABLE | 3 |
|---|---|
| RISK FACTORS | 4 |
| LETTER FROM THE CHAIRMEN OF | |
| THE OCTOPUS AIM VCTS | 5 |
| REASONS TO INVEST | 6 |
| THE OFFERS | 7 |
| TAXATION | 8 |
| DEFINITIONS | 10 |
| TERMS AND CONDITIONS OF THE OFFERS | 11 |
| APPLICATION PROCEDURE – | |
| OCTOPUS AIM VCT | 14 |
| APPLICATION FORM – | |
| OCTOPUS AIM VCT | 15 |
| APPLICATION PROCEDURE – | |
| OCTOPUS SECOND AIM VCT | 18 |
| APPLICATION FORM – | |
| OCTOPUS SECOND AIM VCT | 19 |
| LIST OF ADVISERS TO THE COMPANIES | 21 |
| Octopus AIM VCT plc | registered number 03477519 |
|---|---|
| Octopus Second AIM VCT plc | registered number 05528235 |
| Launch date of the Offers | 25 April 2012 |
|---|---|
| Allotments under the Offers | At each Board's discretion |
| Closing date of the Offers | |
| 2012/2013 tax year | 12pm (noon) on 31 July 2012 |
• The Offers will close earlier if fully subscribed. Each Board reserves the right to close its Company's Offer earlier and to accept Applications and issue New Shares at any time. Each Board also reserves the right to extend the closing date of its Company's Offer at their discretion.
• Dealings are expected to commence in New Shares within ten business days of allotments and share and tax certificates will be dispatched within 14 business days of allotments.
| Costs of each Offer | 5.5% |
|---|---|
| Intermediary commissions – upfront | 2.5% upfront |
• The costs of each Offer are capped at 5.5% (including intermediary commissions). Octopus has agreed to indemnify each Company against its Offer costs in excess of this amount. Octopus will be responsible for the payment of trail commission.
It can take a number of years for the underlying value or quality of the businesses of smaller companies, such as those in which the Companies invest, to be fully reflected in their market values and their market values are often also materially affected by general market sentiment, which can be negative for prolonged periods.
Investment in AIM-traded, PLUS market-traded and unquoted companies, by its nature, involves a higher degree of risk than investment in companies listed on the Official List. In particular, small companies often have limited product lines, markets or financial resources and may be dependent for their management on a small number of key individuals and may be more susceptible to political, exchange rate, taxation and other regulatory changes. In addition, the market for securities in smaller companies is usually less liquid than that for securities in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such securities.
You will recall that in February you received a very similar document to this one, offering the opportunity to make an investment into Octopus AIM VCT and/or Octopus Second AIM VCT through the Octopus AIM Top Up Offers in respect of the previous tax year. The Offers that opened on 6 February 2012 and closed on 5 April 2012 raised £2.0 million for Octopus AIM VCT and £1.3 million for Octopus Second AIM VCT. Now that we are in the 2012/2013 tax year, we have decided to extend the Offers to raise the balance of the funds which we were seeking.
It is intended to raise a combined total of £3.5 million through two top up Offers (up to £1.9 million for Octopus AIM VCT and up to £1.6 million for Octopus Second AIM VCT). The investment manager believes that the need for additional capital will increase in the next year or so, not least as banks continue to limit their lending exposure to smaller companies, presenting yet further investment opportunities. Both new and existing investors can apply for New Shares which will rank equally with the existing shares in the relevant VCT from their dates of issue, and the benefits are the same irrespective of previous investment.
The Offers are designed to provide qualifying investors with up to 30% upfront income tax relief, access to mature and diversified portfolios of smaller UK companies and immediate eligibility for an established dividend flow. Existing Shareholders in each VCT will be able to add to their current holding only, if they wish, or spread their new investment across both VCTs. New investors will gain access to established portfolios and have the choice of investing in both, or either, VCT in any proportion.
Each Board believes that there are a number of compelling reasons for investors to consider their Company's Offer, details of which follow this letter.
Investors can choose to subscribe to one or both Top Up Offers. However, as we're only looking to raise a combined total of up to £3.5 million through these Offers it is likely that they will reach capacity before the closing date (31 July 2012, unless extended). As such, each VCT will allocate New Shares on a first come, first served basis.
The Application Forms begin on page 14. If you have any questions please contact Octopus on 0800 316 2298 or speak to your financial adviser.
We very much look forward to welcoming applications from new investors and existing Shareholders.
Yours sincerely
Michael Reeve Keith Richard Mullins
Octopus AIM VCT plc Octopus Second AIM VCT plc
When the Alternative Investment Market (AIM) launched in 1995, its ten constituents had a total market value of £82.2 million. By December 2011 it had grown to contain 1,143 companies with a combined market value of £62.2 billion. AIM continues to be an attractive source of financing for innovative, high-quality and growing companies. Many look to list on AIM because it is a wellregulated market with a committed and knowledgeable investor base that helps to foster growth and allows these companies to realise their true potential.
Despite the current economic uncertainty faced by companies large and small, many of those that are on AIM have continued to grow and make significant progress. Despite this relative success, Octopus believes their fortunes are yet to be reflected fully in their share prices. So, if you're looking to invest in an undervalued, but well-established, segment of the UK stock market AIM looks very attractive.
The investment manager believes that a number of companies will need additional capital in the next year or so, not least as banks continue to limit their lending exposure to smaller companies. They also believe that there will be a steady flow of new issues onto the market this year, many of which will qualify for VCT investment and meet their own investment criteria.
Alongside the potential for significant returns from growing smaller companies, the Octopus AIM VCTs are designed for investors who are seeking following tax benefits:
The Octopus AIM VCTs are managed by the Octopus Small Cap team, one of the most experienced teams in the UK small cap sector today. Led by Richard Power, the team works exclusively on small cap mandates, and currently manages more than £250 million on behalf of thousands of investors. Awarded 'VCT Provider of the Year' by Professional Adviser each year since 2006, Octopus currently manages 17 VCTs – more than any other UK fund manager.
"Company results in 2011 reinforced the view that it is possible for small companies to grow profits and dividends, and for good results to produce positive movements in share prices. The fact that upgrades to forecasts have left many of these shares still looking cheap is encouraging for future net asset value growth."
Richard Power, Head of the Octopus Quoted Small Cap Investment team
Octopus AIM VCT plc is seeking to raise up to £1.9 million under its Offer, before expenses, and Octopus Second AIM VCT plc is seeking to raise up to £1.6 million under its Offer, before expenses, which in each case is the maximum permitted under the Prospectus Rules without the need to issue a prospectus and avoids the associated costs. Each Company will not issue more than 10% of its issued share capital, this being up to 2,591,070 Octopus AIM VCT plc New Shares and up to 2,567,372 Octopus Second AIM VCT plc New Shares when taking into account other Shares issued and listed by the relevant Company in the prior 12 months.
Each Offer is a separate Offer. If you wish to invest a proportion of your investment in both Companies you will need to fill in two Application forms.
New Shares in each Company will be issued at Offer Prices determined by the following formula:
Where the Share price for a Company has been declared ex-dividend on the London Stock Exchange, the NAV used for pricing under that Company's Offer will be ex-dividend. In respect of each Offer, the NAV per Share will be rounded up to one decimal place and the number of New Shares to be issued will be rounded down to the nearest whole number (fractions of New Shares will not be allotted). Where there is a surplus of funds from Application amounts, these will be returned to Applicants (save where the amount is less than £1 per Company).
If you have subscribed to invest under an Offer which is fully subscribed, you may indicate on the Application Form to have any amount not accepted automatically applied as an Application for the other Offer (if the other Offer is not already fully subscribed).
Each Offer will be closed on the earlier of full subscription or when the relevant Company has reached the maximum number of New Shares that can be allotted as set out above. Each Board reserves the right to extend the closing date of its Company's Offer at their discretion. Each Board reserves the right to close its Company's Offer earlier and to accept Applications and issue New Shares at any time. Shares issued in a Company will rank equally with the existing Shares of that Company from the date of issue.
An Application can only be made for investment in the 2012/2013 tax year.
The below is an illustration of the Application allocation and pricing formula for an aggregate investment of £10,000 under the Offers, £5,000 into each Offer (using the most recently published NAVs):
| Company | Unaudited NAV as at 9 April 2012 (p) |
Offer Price (p) | Allocation of Application (£) |
Number of New Shares to be allotted |
|---|---|---|---|---|
| Octopus AIM VCT plc | 89.4 | 94.7 | £5,000 | 5,279 |
| Octopus Second AIM VCT plc | 68.2 | 72.2 | £5,000 | 6,925 |
Each Offer Price may vary between allotments by a Company based on the movement in the NAV of its Shares.
The full terms and conditions applicable to the each Offer is set out on pages 11 to 13.
Octopus continues to see an opportunity to make new investments at attractive valuations. The funds raised will be used to make investments in accordance with the relevant Company's investment policy and the payment for normal running costs. This may include additional investments into existing portfolio companies where Octopus sees that it could lead to a potential increase in NAV.
Octopus will receive its normal promoter's fee in respect of each Offer of an amount equal to 5.5% of the amounts raised by each Company. Octopus will, out of this fee, meet all the costs of the relevant Offer (including any up front intermediary commission). Octopus will be responsible for any costs relating to an Offer in excess of this amount. The net proceeds of each Offer (assuming full subscription) will, therefore, be up to £1,795,500 for Octopus AIM VCT plc and up to £1,512,000 for Octopus Second AIM VCT plc.
Introductory commission will be paid to authorised independent financial intermediaries in respect of successful Applications by their clients. These commissions will typically be 2.5% on the amount invested in each Company. The intermediaries may then receive trail commission of 0.5% of the amount invested in each Company which is payable by Octopus for up to nine years from the relevant date of allotments.
Intermediaries may agree to waive all or part of their up front commission in favour of such amount being used to purchase additional New Shares at the same Offer Price as the original subscription. No further fees or commissions will apply to any additional New Shares.
The following paragraphs apply to the Companies and to persons holding Shares as an investment who are the absolute beneficial owners of such Shares and are resident in the UK. They may not apply to certain classes of persons, such as dealers in securities. The following information is based on current UK law and practice, is subject to changes therein, is given by way of general summary and does not constitute legal or tax advice.
If you are in any doubt about your position, or if you may be subject to tax in a jurisdiction other than the UK, you should consult your financial adviser.
The tax reliefs set out below are available to individuals aged 18 or over who receive new Ordinary Shares under an Offer.
An investor, who acquires in the 2012/2013 tax year, VCT shares having a value of up to the annual limit (£200,000 from 6 April 2004) will be entitled to income tax relief at 30 per cent. of the amount invested (subject to such shares being held for five years).
The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this section. The table shows how the initial income tax relief available can reduce the effective cost of an investment of £10,000 in a VCT by a qualifying investor subscribing for VCT shares to only £7,000:
| Effective cost |
Tax relief | |
|---|---|---|
| Investor unable to claim any tax reliefs |
£10,000 | Nil |
| VCT investor able to claim full 30% income tax relief |
£7,000 | £3,000 |
An investor, who acquires in the 2012/2013 tax year, VCT shares having a value of up to the annual limit (£200,000) will not be liable to income tax on dividends paid on those shares.
An individual purchaser of existing VCT shares in the market will be entitled to claim dividend relief (as described in paragraph 1.2 above).
Relief from income tax on a subscription for VCT shares will be withdrawn if the VCT shares are disposed of (other than between spouses) within five years of issue or if the VCT loses its approval within this period. Dividend relief ceases to be available once the investor ceases to own the VCT shares in respect of which it has been given.
Exemption from capital gains tax on the disposal of VCT shares A disposal by a shareholder of VCT shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the annual limit (£200,000 from 6 April 2004) for any tax year.
If a company, which has been granted approval as a VCT, subsequently fails to comply with the conditions for approval as a VCT, approval may be withdrawn or treated as never having been given. In these circumstances, reliefs from income tax on the initial investment are repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares.
In addition, relief ceases to be available on any dividend paid in respect of profits or gains in an accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt, but gains thereafter will be taxable.
Octopus will provide to each investor under an Offer a certificate from each relevant company which the investor may use to claim income tax relief, either by obtaining from HM Revenue & Customs an adjustment to their tax coding under the PAYE system or by waiting until the end of the tax year and using their tax return to claim relief.
Shareholders not resident in the UK should seek their own professional advice as to the consequences of making and holding an investment in a VCT as they may be subject to tax in other jurisdictions as well as in the UK.
The Companies each have to satisfy a number of tests to qualify as a venture capital trust. A summary of these tests is set out below.
To qualify as a venture capital trust, a company must be approved as such by HMRC. To obtain such approval it must:
The term 'eligible shares' means shares which do not carry any rights to be redeemed or a preferential right to assets on a winding-up or dividends (in respect of the latter, where the right to the dividend is cumulative or, where the amount or dates of payment of the dividend may be varied by the company, a shareholder or any other person).
A qualifying investment consists of shares or securities first issued to the venture capital trust (and held by it ever since) by a company satisfying the conditions set out in Chapters 3 and 4 of Part 6 of the Taxes Act and for which not more than £1 million was subscribed in any one tax year (nor more than £1 million in any period of six months straddling two tax years).
The conditions are detailed, but include that the company must be a qualifying company, have gross assets not exceeding £15 million immediately before and £16 million immediately after the investment, apply the money raised for the purposes of a qualifying trade within certain time periods and not be controlled by another company. In certain circumstances, an investment in a company by a venture capital trust can be split into a part which is a qualifying holding and a part which is a non-qualifying holding.
For funds raised after 5 April 2006, the gross assets test was amended to £7 million immediately before and £8 million immediately after investment. In addition, for funds raised after 5 April 2007, to be qualifying holdings, investments must be in companies which have fewer than 50 full-time (equivalent) employees and do not obtain more than £2 million of investment from venture capital trusts (where funds were raised after 5 April 2007) and individuals claiming relief under the enterprise investment scheme in any rolling 12 month period.
A qualifying company must be unquoted, which for venture capital trust purposes includes companies whose shares are traded on PLUS and AIM, and must carry on a qualifying trade. For this purpose certain activities, such as dealing in land or shares or providing financial services, are excluded. The qualifying trade must either be carried on by, or be intended to be carried on by, the qualifying company or by a qualifying subsidiary at the time of the issue of shares or securities to the venture capital trust (and at all times thereafter).
The company must have a permanent establishment in the UK, but need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the venture capital trust and continue it thereafter.
A qualifying company may have no subsidiaries other than qualifying subsidiaries, which must, in most cases, be at least 51% owned.
The 2012 Finance Bill published in March 2012 contains an additional condition to qualify as a VCT, this being that the VCT has not and will not make an investment in a company which breaches the annual permitted investment limit (currently £2 million). This condition will apply from the date the 2012 Finance Bill receives royal assent (expected to be in July 2012). The annual investment limit from this date will also include all state-aided risk capital investments.
The 2012 Finance Bill also provides for the removal of (in most cases) the annual £1 million investment per VCT limit, excludes certain trades from which feed-in tariffs are derived from being qualifying trades and introduces a disqualifying purpose test designed to exclude companies set up for the purpose of accessing the tax reliefs. It is proposed that these changes should take effect for investments made after 5 April 2012. The 2012 Finance Bill further provides that funds raised after 5 April 2012 be restricted from being used by investee companies for the purposes of share acquisitions.
In addition, the 2012 Finance Bill also includes provisions which, subject to EU State Aid approval being received, will increase the gross assets test to £15 million immediately before and £16 million immediately after the investment and the employee test to 250 full-time (equivalent) for investments made after 5 April 2012. It is also proposed, subject to EU State Aid approval being received, to increase the annual investment limit to £5 million (though this is not currently provided for in the 2012 Finance Bill). Such revised limits may, however, be lower than these once these have been agreed with the EU and implemented by the Government.
The following definitions apply throughout this document, unless otherwise expressed or the context otherwise requires:
| otherwise expressed or the context otherwise requires: | AIM VCT Offer" | Second AIM VCT for New Shares | ||
|---|---|---|---|---|
| "Applicant" | the person applying for New Shares using the Application Form |
"Offer Price" | contained in this document the price per New Share in the relevant |
|
| "Application" | an application for New Shares in each | Company as set out on page 7 | ||
| Company pursuant to its offer | "Offers" | the Octopus AIM VCT Offer and the | ||
| "Application Form" | an application form for either Offer attached to the end of this document |
Octopus Second AIM Offer, as the context permits (and each an "Offer") |
||
| "Boards" | the board of Directors of the Companies, as the context permits |
"Official List" | the official list maintained by the UK Listing Authority |
|
| (and each a "Board") | "Prospectus Rules" | the prospectus rules made in | ||
| "Companies" or the "Octopus AIM VCTs" |
Octopus AIM VCT plc and Octopus Second AIM VCT plc, as the context |
accordance with the EU Prospectus Directive 2003/71/EC |
||
| permits (and each a "Company") | "Shareholders" | holders of Shares | ||
| "Directors" | the directors of the Companies, as the context permits (and each a "Director") |
"Shares" | ordinary shares of 1p each in the capital of each of Octopus AIM VCT and/or ordinary shares of 0.01p each |
|
| "FSMA" | the Financial Services and Markets Act 2000, as amended |
in the capital of Octopus Second AIM VCT, as the context permits (and each a "Share") |
||
| "HMRC" | HM Revenue and Customs | "Taxes Act" | the Income Tax Act 2007, as amended | |
| "London Stock Exchange" | London Stock Exchange plc | "Terms and Conditions" | the terms and conditions of the Offers, | |
| "NAV" | net asset value | contained in this document on pages 11 to 13, which should be read in full |
||
| "New Shares" | Shares being offered by each Company pursuant to its respective Offer (and each a "New Share") |
"VCT Value" | the value of an investment calculated in accordance with Section 278 of the Taxes Act |
|
| "Octopus" or the "Receiving Agents" |
Octopus Investments Limited | "Venture Capital Trust" | a company which is, for the time being, | |
| "Octopus AIM VCT Offer" | the offer for subscription by Octopus AIM VCT for New Shares contained in this document |
or "VCTs" | approved as a venture capital trust under Section 259 of the Taxes Act |
"Octopus Second the offer for subscription by Octopus
The following Terms and Conditions apply to each of the Offers. The sections headed Application Procedures on page 14 and page 18 form part of these Terms and Conditions.:
receipt by, the Receiving Agents of your Application Form;
4.7 agree that all Applications, acceptances of Applications and contracts resulting therefrom shall be governed in accordance with English law, and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of a Company or Octopus to bring any action, suit or proceeding arising out of, or in connection with any such Applications, acceptances of Applications and contracts in any other manner permitted by law or any court of competent jurisdiction;
4.8 confirm that, in making such Application, you are not relying on any information or representation in relation to a Company other than the information contained in this document and accordingly you agree that no person responsible solely or jointly for this document, the cover correspondence or any part thereof or involved in the preparation thereof shall have any liability for such information or representation (save for fraudulent misrepresentation or wilful deceit);
4.19 declare that a loan has not been made to you or any associate, which would not have been made or not have been made on the same terms, but for you offering to subscribe for, or acquiring, New Shares under each Offer and that such New Shares are being acquired for bona fide commercial purposes and not as part of a scheme or arrangement the main purpose of which is the avoidance of tax; and
4.20 agree that information provided on the Application Form may be provided to the registrars and Receiving Agents to process shareholding details and send notifications to you.
Investors should be aware of the following requirements in respect of the above law.
Under the Money Laundering Regulations, Octopus is required to check the identity of clients who invest over £10,000. Octopus may therefore undertake an electronic search for the purposes of verifying your identity. To do so Octopus may check the details you supply against your particulars on any database (public or other) to which Octopus has access.
Octopus may also use your details in the future to assist other companies for verification purposes. A record of this search will be retained. If Octopus cannot verify your identity it may ask for a recent, original utility bill and an original HMRC Tax Notification or a copy of your passport certified by a bank, solicitor or accountant from you or a Client Verification Certificate from your IFA.
If within a reasonable period of time following a request for verification of identity, and in any case by no later than 3.00pm on the relevant date of allotment, Octopus has not received evidence satisfactory to it as aforesaid, Octopus, at its absolute discretion, may reject any such Application in which event the remittance submitted in respect of that Application will be returned to the Applicant (without prejudice to the rights of the Companies to undertake proceedings to recover any loss suffered by them as a result of the failure to produce satisfactory evidence of identity).
Your cheque or bankers' draft must be drawn in sterling on an account at a branch (which must be in the United Kingdom, the Channel Islands or the Isle of Man) of a bank which is either a member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited, a member of the Scottish Clearing Banks Committee or the Belfast Clearing Committee or which has arranged for its cheques or bankers' drafts to be cleared through facilities provided for by members of any of those companies or associations and must bear the appropriate sorting code in the top right hand corner. The right is reserved to reject any Application Form in respect of which the cheque or bankers' draft has not been cleared on first presentation.
Introductory commission will be paid to authorised independent financial intermediaries in respect of successful Applications by their clients. These commissions will typically be 2.5% on the amount invested in each Company. The intermediaries may then receive trail commission of 0.5% of the amount invested in each Company which is payable by Octopus Investments for up to nine years from the relevant date of allotments.
Intermediaries may agree to waive all or part of their up front commission in favour of such amount being used to purchase additional New Shares at the same Offer Price as the original subscription. No further fees or commissions will apply to any additional New Shares.
Please insert your full name, permanent address, daytime telephone number, date of birth, email address and national insurance number in Section 1. Your national insurance number is required to ensure you obtain your income tax relief. Joint Applications are not permitted but spouses and civil partners may apply separately.
Please indicate how you would like us to communicate with you.
Please note that the minimum investment under the Octopus AIM VCT Offer is £3,000. The maximum investment into VCTs in any tax year, on which tax reliefs are available, is £200,000. Attach your cheque or bankers' draft to the Application Form for the total amount of your investment. Alternatively, you can make your investment via bank transfer.
Please make cheques payable to 'Octopus AIM VCT plc - Applications' and crossed 'A/C Payee only'. Cheques must be from a recognised UK Bank account and your payment must relate solely to this Application.
All payments must come from an account in the name of the Applicant.
Bank transfers should be paid to:
'Octopus AIM VCT plc - Applications' Sort code: 40-03-28 Account no: 12684632
Please reference bank transfers with your surname and initials.
Please note that if a husband and wife are completing two Applications we will need to receive two separate payments.
Please note that one Offer may become fully subscribed before the other Offer. If you wish your Application, to the extent not accepted, to be applied as an Application for the other Offer, please indicate this by ticking the check box.
If this form is completed and signed by the investor named in Section 1:
By signing this form on behalf of the individual whose details are shown above, I make a declaration (on behalf of such individual) on the terms of sub-paragraphs i. to iv.
If the Application is from an authorised financial intermediary, please include full name and address, telephone number and details of your firm's authorisation under the Financial Services and Markets Act 2000. The right is reserved to withhold payment of commission if Octopus is not, in its sole discretion, satisfied that the financial intermediary is authorised.
Please complete the mandate instruction if you wish to have dividends paid directly into your bank or building society.
'Octopus AIM VCT plc - Applications' Sort code: 40-03-28 Account no: 12684632
We are unable to accept bank transfers without receipt of a valid Application Form.
All payments must come from an account in the name of the Applicant.
A: Your Application Form (and cheque) should be sent to:
Octopus Investments Limited PO Box 10847 Chelmsford CM99 2BU
A: We will send you confirmation that we have received your application by return of post. You should expect to receive your share certificates and tax certificates within a few weeks following allotment.
Please send the completed Application Form together with your cheque or bankers' draft to Octopus Investments Limited, PO Box 10847, Chelmsford CM99 2BU.
If you have any questions on how to complete the Application Form please contact Octopus Investments on 0800 316 2298.
Before completing this Application Form you should read the Offers' Document dated '25 April 2012' ('Offers' Document'). The Octopus AIM VCT Offer opens on 25 April 2012 and will close at 12pm (noon) on 31 July 2012, unless the Offer is fully subscribed prior to that date or extended. Definitions used in the Offers Document apply herein.
| Please complete in block capitals |
||
|---|---|---|
| 1 | Your Personal Details | |
| Mr/Mrs/Miss/Other | Address | |
| First Name | ||
| Middle Name(s) | ||
| Surname | Postcode | |
| Date of Birth | Telephone (Day) | |
| National Insurance Number | Telephone (Home) | |
| I am an existing investor with Octopus | ||
| 2 | Investor Services | |
| 1. Would you like to receive information on other Octopus products (please tick all that apply)? Information about other Octopus products Octopus Newsletter No thank you |
2. How would you like to be updated about your investment? or Post |
|
| 3 | Subscription Details | |
| I offer to subscribe the following amount for New Shares in Octopus AIM VCT, under the Terms and Conditions of the Offers as set out in the Offers' Document. The application must be for a minimum of £3,000. Please indicate by ticking the check box opposite if you wish to have your application automatically applied as an Application under the Octopus Second AIM VCT Offer should the Octopus AIM VCT Offer be fully subscribed. |
I enclose a cheque or bankers' draft drawn on a UK clearing bank made payable to 'Octopus AIM VCT plc - Applications'. I have made a bank transfer into 'Octopus AIM VCT plc - Applications'. I would like to automatically apply for New Shares in Octopus Second AIM VCT should the Octopus AIM VCT Offer be fully subscribed. |
|
| Signature | £ Date |
|
| 4 | Adviser Details (For completion by authorised financial intermediaries only) | |
| Company Name | Administrator: | |
| Mr/Mrs/Miss/Other | Mr/Mrs/Miss/Other | |
| First Name | First Name | |
| Surname | Surname | |
| Telephone | Telephone | |
| Please provide details of your bank account so that commission can be paid to you via BACS. | ||
| Account Name | Account Number | |
| Email for Commission Statements | Sort Code | |
| Special Instructions | FSA Number and Company Stamp |
All dividends on Shares held in Octopus AIM VCT may be paid directly into bank and building society accounts. In order to facilitate this, please complete the mandate instruction form below. Dividends paid directly to your account will be paid in cleared funds on the dividend payment dates. Your bank or building society statement will identify details of the dividend as well as the dates and amounts paid.
Please forward until further notice, all dividends that may from time to time become due on any Shares now standing, or which may hereafter stand, in my name on the register of members of Octopus AIM VCT to:
| Name of Bank or Building Society | Account Number | |
|---|---|---|
| Address of Branch | Sort Code Number | |
| Account Name | ||
| Signature | ||
| Date | ||
| Postcode | Applicant's Name |
Octopus AIM VCT cannot accept responsibility if any details provided by you are incorrect.
INTENTIONALLY LEFT BLANK OCTOPUS SECOND AIM VCT APPLICATION FORM OVERLEAF
Please insert your full name, permanent address, daytime telephone number, date of birth, email address and national insurance number in Section 1. Your national insurance number is required to ensure you obtain your income tax relief. Joint Applications are not permitted but spouses and civil partners may apply separately.
Please indicate how you would like us to communicate with you.
Please note that the minimum investment under the Octopus Second AIM VCT Offer is £3,000. The maximum investment into VCTs in any tax year, on which tax reliefs are available, is £200,000. Attach your cheque or bankers' draft to the Application Form for the total amount of your investment. Alternatively, you can make your investment via bank transfer.
Please make cheques payable to 'Octopus Second AIM VCT plc - Applications' and crossed 'A/C Payee only'. Cheques must be from a recognised UK Bank account and your payment must relate solely to this Application.
All payments must come from an account in the name of the Applicant.
Bank transfers should be paid to:
'Octopus Second AIM VCT plc - Applications' Sort code: 40-03-28 Account no: 22684721
Please reference bank transfers with your surname and initials.
Please note that if a husband and wife are completing two Applications we will need to receive two separate payments.
Please note that one Offer may become fully subscribed before the other Offer. If you wish your Application, to the extent not accepted, to be applied as an Application for the other Offer, please indicate this by ticking the check box.
If this form is completed and signed by the investor named in Section 1:
By signing this form on behalf of the individual whose details are shown above, I make a declaration (on behalf of such individual) on the terms of sub-paragraphs i. to iv.
If the Application is from an authorised financial intermediary, please include full name and address, telephone number and details of your firm's authorisation under the Financial Services and Markets Act 2000. The right is reserved to withhold payment of commission if Octopus is not, in its sole discretion, satisfied that the financial intermediary is authorised.
Please complete the mandate instruction if you wish to have dividends paid directly into your bank or building society.
A: Yes – bank transfers should be paid to:
'Octopus Second AIM VCT plc - Applications' Sort code: 40-03-28 Account no: 22684721
We are unable to accept bank transfers without receipt of a valid Application Form.
All payments must come from an account in the name of the Applicant.
A: Your Application Form (and cheque) should be sent to:
Octopus Investments Limited PO Box 10847 Chelmsford CM99 2BU
A: We will send you confirmation that we have received your application by return of post. You should expect to receive your share certificates and tax certificates within a few weeks following allotment.
Please send the completed Application Form together with your cheque or bankers' draft to Octopus Investments Limited, PO Box 10847, Chelmsford CM99 2BU.
If you have any questions on how to complete the Application Form please contact Octopus Investments on 0800 316 2298.
Before completing this Application Form you should read the Offers' Document dated '25 April 2012' ('Offers' Document'). The Octopus Second AIM VCT Offer opens on 25 April 2012 and will close at 12pm (noon) on 31 July 2012, unless the Offer is fully subscribed prior to that date or extended. Definitions used in the Offers Document apply herein.
| Please complete in block capitals |
||
|---|---|---|
| 1 | Your Personal Details | |
| Mr/Mrs/Miss/Other | Address | |
| First Name | ||
| Middle Name(s) | ||
| Surname | Postcode | |
| Date of Birth | Telephone (Day) | |
| National Insurance Number | Telephone (Home) | |
| I am an existing investor with Octopus | ||
| 2 | Investor Services | |
| 1. Would you like to receive information on other Octopus products (please tick all that apply)? Information about other Octopus products Octopus Newsletter No thank you |
2. How would you like to be updated about your investment? or Post |
|
| 3 | Subscription Details | |
| I offer to subscribe the following amount for New Shares in Octopus Second AIM VCT, under the Terms and Conditions of the Offers as set out in the Offers' Document. The application must be for a minimum of £3,000. Please indicate by ticking the check box opposite if you wish to have your application automatically applied as an Application under the Octopus AIM VCT Offer should the Octopus Second AIM VCT Offer be fully subscribed. |
I enclose a cheque or bankers' draft drawn on a UK clearing bank made payable to 'Octopus Second AIM VCT plc – Applications'. I have made a bank transfer into 'Octopus Second AIM VCT plc – Applications'. I would like to automatically apply for New Shares in Octopus AIM VCT should the Octopus Second AIM VCT Offer be fully subscribed. |
|
| Signature | £ Date |
|
| 4 | Adviser Details (For completion by authorised financial intermediaries only) | |
| Company Name | Administrator: | |
| Mr/Mrs/Miss/Other | Mr/Mrs/Miss/Other | |
| First Name | First Name | |
| Surname | Surname | |
| Telephone | Telephone | |
| Please provide details of your bank account so that commission can be paid to you via BACS. | ||
| Account Name | Account Number | |
| Email for Commission Statements | Sort Code | |
| Special Instructions | FSA Number and Company Stamp |
All dividends on Shares held in Octopus Second AIM VCT may be paid directly into bank and building society accounts. In order to facilitate this, please complete the mandate instruction form below. Dividends paid directly to your account will be paid in cleared funds on the dividend payment dates. Your bank or building society statement will identify details of the dividend as well as the dates and amounts paid.
Please forward until further notice, all dividends that may from time to time become due on any Shares now standing, or which may hereafter stand, in my name on the register of members of Octopus Second AIM VCT to:
| Name of Bank or Building Society | Account Number | |
|---|---|---|
| Address of Branch | Sort Code Number | |
| Account Name | ||
| Signature | ||
| Date | ||
| Postcode | Applicant's Name | |
| Octopus Second AIM VCT cannot accept responsibility if any details provided by you are incorrect. |
| Investment Manager and Administrator |
Octopus Investments Limited 20 Old Bailey London EC4M 7AN |
|---|---|
| Company Secretary | Celia Whitten |
| Auditor | PKF (UK) LLP Farringdon Place 20 Farringdon Road London EC1M 3AP |
| Solicitor | SGH Martineau LLP No. 1 Colmore Square Birmingham B4 6AA |
| Tax adviser | PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH |
| Registrars | Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU |
www.octopusinvestments.com
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