Octopus Apollo VCT

Octopus Apollo VCT Prospectus

Offer for subscription by Octopus Apollo VCT plc for the tax years 2021/2022 and 2022/2023 to raise up to £40 million by way of an issue of new shares.

30 September 2021

octopus investments

A brighter way

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or financial adviser authorised pursuant to the Financial Services and Markets Act 2000 (FSMA).

This document, which comprises a prospectus relating to Octopus Apollo VCT plc (the “Company”) dated 30 September 2021, has been prepared in accordance with the prospectus rules made under Part VI of FSMA, and has been approved for publication by the Financial Conduct Authority as a prospectus under the Prospectus Rules on 30 September 2021.

The Company and the Directors, whose names appear on page 24 of this document, accept responsibility for the information contained herein. To the best of the knowledge of the Company and the Directors the information contained in this Prospectus is in accordance with the facts and the Prospectus makes no omission likely to affect its import.

The Prospectus has been approved by the Financial Conduct Authority, as competent authority under Regulation (EU) 2017/1129. The FCA only approves the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval shall not be considered as an endorsement of the Company or the quality of the New Shares that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the New Shares. The Prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of Regulation (EU) 2017/1129.

Persons receiving this document should note that Howard Kennedy, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor for the Company and no-one else and will not, subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder, be responsible to any other person for providing the protections afforded to customers of Howard Kennedy or providing advice in connection with any matters referred to herein.

Octopus Apollo VCT plc
(registered number 05840377)

Prospectus relating to:

offer for subscription by Octopus Apollo VCT plc of New Shares to raise up to a maximum of £40 million, with an over-allotment facility of a further of £35 million, payable in full on application

Sponsor
Howard Kennedy Corporate Services LLP

The ordinary shares of the Company in issue at the date of this document are listed on the premium segment of the Official List of the FCA and traded on the London Stock Exchange’s main market for listed securities. An application has been made to the FCA for all of the New Shares to be listed on the premium segment of the Official List and an additional application will be made to the London Stock Exchange for the New Shares to be admitted to trading on its main market for listed securities. It is expected that such admission will become effective and that trading will commence in respect of the New Shares within 10 business days of their allotment. The New Shares will be issued in registered form and will be freely transferable in both certificated and uncertificated form and will rank pari passu in all respects with the existing Shares. The Offer is conditional on the passing by the Shareholders of Resolutions 1 and 3 at the General Meeting.

The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, New Zealand,

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, New Zealand, Japan or the Republic of South Africa.

Your attention is drawn to the risk factors set out on pages 12 and 13 of this document. Prospective investors should read the whole text of this document and should be aware that an investment in the Company involves a high degree of risk and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. All statements regarding the Company's business, financial position and prospects should be viewed in light of such risk factors.

The contents of this document and the information incorporated herein by reference should not be construed as legal, business or tax advice. Neither the Company nor any of the Directors or representatives or advisers are making any representation to any offense or purchaser or acquirer of the New Shares regarding the legality of an investment in the New Shares by such offense or purchaser or acquirer under the laws applicable to such offense or purchaser or acquirer.

CONTENTS

SUMMARY 5

RISK FACTORS 12

GENERAL 14

EXPECTED TIMETABLE, OFFER STATISTICS AND COSTS 16

LETTER FROM THE CHAIR 17

PART ONE: THE OFFER 21
Introduction to the Offer 21
Terms of the Offer 21
Use of Funds 21
Intermediary Charges 22
Investment Strategy 22
Investment Policy 22
Tax Benefits for Investors 22
Dividend Policy and Dividend Reinvestment Scheme 23
Buyback Policy 23
The Board 24
The Octopus Apollo Team 24
Management Remuneration 27
Performance History 28
Example Investments 29
Apollo in Numbers 31
Conflicts of Interest 31

PART TWO: TAX BENEFITS AND CONSIDERATIONS FOR INVESTORS 33

PART THREE: FINANCIAL INFORMATION RELATING TO THE COMPANY 37

PART FOUR: INVESTMENT PORTFOLIO OF THE COMPANY 39

PART FIVE: ADDITIONAL INFORMATION RELATING TO THE COMPANY 40

DEFINITIONS 61

TERMS AND CONDITIONS 64

ANNEX I: TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT SCHEME OF OCTOPUS APOLLO VCT PLC 71

LIST OF ADVISERS TO THE COMPANY 76

SUMMARY

Introduction and Warnings

Name and ISIN of Securities		Ordinary Shares of 10 pence each (ISIN: GB00B17B3479) ("Shares").
Identity and Contact Details of Issuer		Octopus Apollo VCT plc (the "Company") was incorporated and registered in England and Wales on 7 June 2006 with registered number 05840377 and its registered address is 6^{th} Floor 33 Holborn, London EC1N 2HT (LEI: 213800Y3XEIQ18DP3O53). The Company can be contacted at www.octopusinvestments.com or by telephone on 0800 316 2295.
Competent Authority approving the Prospectus		The Financial Conduct Authority, 12 Endeavour Square, London EC20 1JN, telephone 020 7066 1000.
Date of Approval of the Prospectus		30 September 2021.
Warnings		(a) This summary should be read as an introduction to the Prospectus.
(b) Any decision to invest in the securities should be based on a consideration of the Prospectus as a whole by the investor.
(c) An investor could lose all or part of their invested capital.
(d) Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only where this summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the New Shares.

Key Information on the Issuer

Who is the Issuer of the Securities?
	Domicile and legal form	The Company is domiciled in England and was incorporated and registered in England and Wales on 7 June 2006 as a public company limited by shares under the Companies Act 1985 with registered number 05840377 (LEI: 213800Y3XEIQ18DP3O53). The principal legislation under which the Company operates is the Companies Act 2006 and the regulations made thereunder.
	Principal Activities	The Company’s investment portfolio comprises predominantly UK unquoted companies across various sectors including software, engineering, telecommunications, distribution and manufacturing.
	Major Shareholders	The Company is not aware of any person or persons who have, or who following the Offer will or could have, directly or indirectly voting rights representing 3% or more of the issued share capital of the Company or who can, or could following the Offer, directly or indirectly exercise control over the Company. There are no different voting rights for any Shareholder.

| | Directors | The Directors of the Company (all of whom are non-executive) are:
Murray Steele
Chris Powles
Alex Hambro
Claire Finn | | |
| --- | --- | --- | --- | --- |
| | Statutory Auditors | The statutory auditor of the Company is BDO LLP, 55 Baker Street, London, W1U 7EU | | |
| What is the key financial information regarding the issuer? | | Half Year Ended 31 July 2020 (unaudited) | Half Year Ended 31 July 2021 (unaudited) | Year Ended 31 January 2021 (audited) |
| | Net assets (£'000) | 141,330 | 225,544 | 168,237 |
| | Issued Shares | 306,367,852 | 442,236,991 | 342,057,670 |
| | Net asset value per Share (p) | 46.1 | 51.0 | 49.2 |
| | Net profit/loss before taxation (£'000) | 1,891 | 12,790 | 19,767 |
| | Total income before operating expenses (£'000) | 4,895 | 19,865 | 28,873 |
| | Performance fee (accrued/paid) (£'000) | 367 | 3,449 | 4,926 |
| | Investment management fee (accrued/paid) (£'000) | 1,253 | 2,288 | 2,612 |
| | Any other material fees paid to service providers (£'000) | - | - | - |
| | Revenue return after expenses and taxation (£'000) | -117 | -637 | -158 |
| | NAV plus cumulative dividends paid (p) | 120.2 | 128.7 | 125.6 |
| | Dividend paid per Share during the period (p) | - | 1.3 | 2.3 |

| | Total Expenses
(£'000) | -3,004 | -7,075 | -9,106 |
| --- | --- | --- | --- | --- |
| | As a percentage of
average
Shareholders' funds | 2.2% | 3.6% | 6.1% |
| | Earnings per Share
(p) | 0.6 | 3.2 | 6.4 |
| | | | | |
| What are the key risks that
are specific to the issuer? | Set out below is a summary of the most material risk factors specific to the issuer

• The value of a venture capital trust depends on the performance of the
underlying assets. 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
Company invests, 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.

• The Company's investments may be difficult, and take time, to realise. There
may also be constraints imposed on the realisation of investments in order to
maintain the tax status of the Company. These factors may affect the
performance of the Company and the returns for investors.

• The COVID-19 pandemic is likely to continue have a significant impact on the UK
and global economy, affecting workers and businesses of all sizes. Despite the UK
Government's fiscal measures and additional tax and other benefits to support
small businesses, the Company's portfolio businesses may be adversely impacted
by the pandemic, as too the returns for investors.

• Investment in unquoted companies, which comprise most of the Company's
portfolio of companies, by its nature, involves a higher degree of risk than
investment in companies listed on the Official List.

• Whilst it is the intention of the Board that the Company will continue to be
managed so as to qualify as a VCT, there can be no guarantee that such status
will be maintained. Failure to continue to meet the qualifying requirements
could result in the Shareholders losing the tax reliefs available for VCT shares,
resulting in adverse tax consequences. | | | |

Key Information on the Securities

| What are the main
features of the securities? | | |
| --- | --- | --- |
| | Type, class
and ISIN of
securities | The Company will issue new ordinary shares of 10 pence each (“New Shares”) under the
Offer. The ISIN of the New Shares is GB00B17B3479. |
| | Currency, par
value and | The currency of the New Shares is Sterling. The New Shares are ordinary shares of 10 pence
each and pursuant to the Offer, the Company will issue up to £40 million of New Shares |

	number to be issued	with an over-allotment facility for up to a further £35 million of New Shares.
	Rights attaching to the securities	As Regards Income:
The holders of the Shares as a class shall be entitled to receive such dividends as the Directors resolve to pay.

As Regards Capital:
On a return of capital on a winding up or any other return of capital (other than on a purchase by the Company of its shares) the surplus capital and assets shall be divided amongst the holders of Shares pro rata according to the nominal capital paid up on their respective holdings of Shares.

As Regards Voting and General Meetings:
Subject to disenfranchisement in the event of non-compliance with a statutory notice requiring disclosure as to beneficial ownership, each holder of Shares present in person or by proxy shall on a poll have one vote for each Share of which he or she is the holder.

As Regards Redemption:
The Shares are not redeemable. |
| | Seniority of securities | The New Shares that are the subject of the Offer will rank equally with the existing Shares in the event of an insolvency of the issuer. |
| | Restrictions on the free transferability of the securities | There are no restrictions on the free transferability of the New Shares. |
| | Dividend policy | Generally, a VCT must distribute by way of dividend such amount as to ensure that it retains not more than 15% of its income from shares and securities. The intention of the Board is to continue targeting payment of an annual 5% dividend yield based on the prevailing NAV per Share. |
| Where will the securities be traded? | | An application has been made to the FCA for the Shares issued pursuant to the Offer to be admitted to the premium segment of the Official List and a further application will be made to the London Stock Exchange for the Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected that each such admission will become effective, and that dealings in the New Shares will commence, within 10 business days of their allotment. |
| What are the key risks that are specific to the securities? | | Set out below is a summary of the most material risk factors specific to the securities
• There is no certainty that the market price of Shares will fully reflect their underlying NAV or that any dividends will be paid, nor should Shareholders rely upon any share buyback policy to offer any certainty of selling their Shares at prices that reflect the underlying NAV.
• Although the existing Shares have been (and it is anticipated that the New Shares will be) admitted to the premium segment of the Official List and are (or will be) traded on the London Stock Exchange’s market for listed securities, the secondary market for VCT shares is generally illiquid and Shareholders may find it difficult to realise their investment.
• If a Shareholder disposes of his or her Shares within five years of issue, he or she will be subject to clawback by HMRC of any income tax reliefs originally claimed. |

Key Information on the Offer of Securities to the Public and/or Admission to Trading on a Regulated Market

| Under which conditions and timetable can I invest in this security? | Details of the Offer and Admission to Trading
Up to £40 million of New Shares are being made available at the Offer Price under the Offer, with an over-allotment facility for up to a further £35 million of New Shares. The New Shares are payable by an Applicant in full upon application. The Offer will close on 29 September 2022 or earlier if fully subscribed. The Board reserves the right to close the Offer earlier and to accept Applications and issue New Shares at any time following the receipt of valid applications. An application will be made to the London Stock Exchange for the New Shares to be admitted to trading on its main market for listed securities. It is expected that such admission will become effective and that trading will commence in respect of the New Shares within 10 business days of their allotment.

Pricing of the Offer
The Offer Price will be determined by the following formula:
- the most recently announced NAV per Share of the Company, divided by 0.945 Applicants whose valid applications are received prior to 29 October 2021 will benefit from the costs of the Offer being reduced by 2%. Applicants will receive this reduction in the form of additional New Shares, which will be paid for by Octopus. Octopus may at its discretion further reduce the costs of the Offer or extend the above deadline.
Applicants whose valid applications are received on or after 29 October 2021 and prior to 10 December 2021 will benefit from the costs of the Offer being reduced by 1%. Applicants will receive this reduction in the form of additional New Shares, which will be paid for by Octopus. Octopus may at its discretion further reduce the costs of the Offer or extend the above deadline.
The Company announces its NAV on at least a six monthly basis. Where the share price for the Company has been declared ex-dividend on the London Stock Exchange, the NAV used for determining the Offer Price for the Company will be ex-dividend. In respect of the Offer, the NAV per New 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 application funds, these will be returned to applicants without interest, except where the amount is less than the Offer Price of one New Share in which case it will be donated to charity.
The Offer will be closed on full subscription, i.e. once the full £40 million and the over-allotment facility of £35 million have been raised. The Board reserves the right to close the Offer earlier and to accept applications and issue New Shares at any time prior to the close of the Offer. New Shares issued will rank pari passu with the existing Shares from the date of issue.
The Offer is conditional upon the passing of Resolutions 1 and 3 at the General Meeting.

Costs of the Offer
The initial costs of the Offer are capped at 7.5% of gross proceeds of the Offer.

Expenses Charged to Investors
In consideration for promoting the Offer, the Company will pay an initial charge of 3.0% of |
| --- | --- |

the gross sums invested in the Offer to Octopus. This is payable in the same way on all subscriptions to the Offer. From this sum Octopus will discharge all costs in respect of the Offer. In addition, there are then four options, which are determined by the circumstances of each investor and their explicit instructions, in respect of which payments can be made to advisers and other intermediaries. These are as follows:

1) A direct investment

Investors who have not invested their money through a financial intermediary/adviser and have invested directly into the Company.

In consideration for promoting the Offer, if an application is made directly (not through an intermediary) then the Company will pay Octopus an additional initial charge of 2.5% of the investment amount and an additional annual ongoing charge of 0.5% of the investment amount's latest NAV for up to nine years, provided the investor continues to hold the Shares.

2) An advised investment where advice is received for an upfront fee with an ongoing adviser charge

Investors who have invested in the Offer through a financial intermediary/adviser and have received upfront advice and will receive ongoing advice.

The Company can facilitate a payment on behalf of an investor to an intermediary/adviser (an 'initial adviser charge') of up to 2.5% of the investment amount. If the investor has agreed with his/her intermediary/adviser to pay a lower initial adviser charge, the balance (up to a maximum of 2.5%) will be used for the issue and allotment of New Shares for the investor, issued at the most recently announced NAV per Share, divided by 0.945 as described above.

The Company can also facilitate annual payments to an intermediary/adviser ('ongoing adviser charges') in respect of ongoing advisory services provided by the intermediary/adviser to the investor of up to 0.5% per annum of the investment amount's latest NAV for up to nine years, whilst the investor continues to hold the Shares. If the investor chooses to pay their adviser less than 0.5% annually, the remaining amount will be used for the issue and allotment of additional Shares for the investor, at the most recently announced NAV per Share. Any residual amount less than the cost of a Share will be donated to charity approved by the Board.

If the investor terminates his relationship with the intermediary/adviser then the Company will not make any further payments of ongoing adviser charges to that intermediary/adviser. The Company will facilitate ongoing adviser charges to a new adviser if an investor changes their adviser and requests the ongoing adviser charge to be paid to their new adviser.

3) An advised investment where advice is received for an upfront fee with no ongoing adviser charge

Investors who have invested in the Offer through a financial intermediary/adviser and have received upfront advice, including investors who are investing through intermediaries/advisers using financial platforms.

Where an investor agreed an upfront fee only, the Company can facilitate a payment of an initial adviser charge of up to 4.5% of the investment amount. If the investor chooses to pay their intermediary/adviser less than the maximum initial adviser charge, the remaining amount will be used for the issue and allotment of additional Shares for the investor, issued at the most recently announced NAV per Share, divided by 0.945 as described above. In these circumstances the Company will not facilitate ongoing annual payments.

| | In both cases (2) or (3), should the investor choose to pay the adviser more than 2.5% or 4.5% respectively, the excess amount will have to be settled by the investor directly with the adviser.

4) A Non-advised investment using an intermediary
Investors who have invested their money through a financial intermediary and have not received advice.

An initial commission of 2.5% of the investment will be paid by the Company to the intermediary. An annual ongoing charge of 0.5% of the investment amount’s latest NAV will be paid by the Company to the intermediary. Such commission will be available for up to nine years provided that the intermediary continues to act for the investor and the investor continues to be the beneficial owner of the Shares.

These charges may, according to the proportion of Advised Investors where advice is received for an upfront fee only, create some limited reduction of the NAV per Share immediately subsequent to subscriptions in the Offer being made. This effect will be mitigated, and is ultimately expected to be more than compensated, for continuing investors, by the expected benefits derived from a larger pool of investable funds and the financial benefit in subsequent periods of the absence of ongoing adviser charges in respect of such investments

Dilution
The existing issued Shares in the Company will represent 76.1% of the enlarged ordinary share capital of the Company immediately following the Offer, assuming that the Offer is fully subscribed, including the over-allotment facility, at an Offer Price of 54.0p, and on that basis Shareholders who do not subscribe under the Offer will, therefore, be diluted by 23.9%. |
| --- | --- |
| Why is this prospectus being produced? | The Company’s success to date has highlighted that the model used by Octopus is one that can lead to returns in line with the Company’s mandate. The Board believes that the Company’s portfolio is well positioned to continue this trend, delivering regular income to those investors able to take a long-term view to investing in well-run, VCT qualifying companies predominantly in the UK. The funds raised under the Offer will be invested in accordance with the Company’s investment policy. Some of the funds raised will be used to invest into new portfolio companies and some will be used to further support the Company’s existing portfolio.

The net proceeds of the Offer, assuming a £75 million subscription (with the over-allotment facility fully utilised) and the maximum initial charge, will be £69.375 million.

The Offer is not subject to an underwriting agreement.

No conflict of interest is material to the Offer. |

RISK FACTORS

Prospective investors should consider carefully the following risk factors in addition to the other information presented in this document. 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 its operations. The risks and uncertainties described below are the only known material risks the Company or the Shareholders will face. Further risks, unknown by the Company, may exist. Any decision to invest under the Offer should be based on consideration of this document as a whole.

Risk factors relating to the Company

The value of a venture capital trust depends on the performance of the underlying assets. 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 Company invests, 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. This may adversely affect the performance of the Company.

The Company's investments may be difficult, and take time, to realise. There may also be constraints imposed on the realisation of investments in order to maintain the VCT tax status of the Company, which may adversely affect the performance of the Company and the returns to investors.

The Company's investee companies may be adversely impacted by the continuing effect of the COVID-19 pandemic, the UK Government's restrictions in response to the pandemic and the resulting disruption caused to consumer demand. Whilst the UK Government has provided financial support and implemented fiscal and other measures to support small businesses, the UK Government may vary significantly the restrictions it has imposed on business activities, the financial support it is currently providing to businesses and the other fiscal measures it has taken. The exact effect of these on the Company's investee companies is, therefore, difficult to predict. In addition, the general disruption caused by the virus may make it more difficult to value the Company's investments in investee companies on an on-going basis.

Investment in 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. Investment returns will, therefore, be uncertain and involve a higher degree of risk than investment in a company listed on the Official List.

Whilst it is the intention of the Board that the Company will continue to be managed so as to qualify as a VCT, there can be no guarantee that such status will be maintained. Failure to continue to meet the qualifying requirements could result in the Shareholders losing the tax reliefs available for VCT shares, resulting in adverse tax consequences including, if the holding has not been held for the relevant holding period, a requirement to repay the tax reliefs obtained. Furthermore, should the Company lose its VCT status, dividends and gains arising on the disposal of shares in the Company would become subject to tax and the Company would also lose its exemption from corporation tax on capital gains.

The Finance Act 2018 introduced a new "risk-to-capital" condition for Qualifying Investments, designed to focus investments towards earlier stage, growing businesses, and away from investments which could be regarded as lower risk. The Company may not make any prohibited non-qualifying investments, including those which breach the "risk-to-capital" condition, and the potential penalty for contravention of these rules can include loss of VCT status with a resultant clawback of VCT tax reliefs from investors. These changes may mean that there are fewer opportunities for investment and that the Company may not be able to provide further investment funds for companies already in their portfolios. Whilst HMRC have stated that VCT status will not be withdrawn where an investment is ultimately found to be non-qualifying if, after taking reasonable steps including seeking advice, a VCT considers that an investment is qualifying, violation of any of these conditions could result in the loss of VCT status by the Company or HMRC requiring rectification of the breach, which may mean the VCT is forced to dispose of the investment at a loss.

The Articles state that at the annual general meeting to be held in 2022, and at 5 year intervals, thereafter, an ordinary resolution will be proposed to the effect that the Company shall continue. If that resolution is not passed the Board will, within four months of such meeting, convene a general meeting at which a special resolution for the re-organisation or reconstruction of the Company will be proposed and if that resolution is not passed a special resolution will be proposed requiring the Company to be wound up voluntarily. This could result in Shareholders losing the tax reliefs available for VCT shares.

The Company will only pay dividends on Shares to the extent that it has distributable reserves and cash available for that purpose. A reduction in income from the Company's investments may adversely affect the dividends payable to Shareholders. Such a reduction could arise, for example, from lower dividends or lower rates of interest paid on the Company's investments, or lower bank interest rates than are currently available.

VCT status will be withdrawn if a dividend is paid (or other forms of distribution or payments are made to investors) from share capital or reserves arising from the issue of shares within three years of the end of the accounting period in which shares were issued to investors. This may reduce the amount of distributable reserves available to the Company to fund dividends and share buybacks.

The Offer is conditional on the approval by Shareholders of Resolutions 1 and 3 to be proposed at the General Meeting. If these Resolutions are not approved, the Offer will be withdrawn and the expected benefits of the Offer will not be realised and the Company will be responsible for the costs of the Offer.

Risk factors relating to the Shares

There is no certainty that the market price of Shares will fully reflect their underlying NAV or that any dividends will be paid, nor should Shareholders rely upon any Share buyback policy to offer any certainty of selling their Shares at prices that reflect the underlying NAV and there may be periods during a year where the Company will be prohibited from buying back Shares.

Although the existing Shares have been (and it is anticipated that the New Shares will be) admitted to the Official List and are (or will be) traded on the London Stock Exchange's market for listed securities, the secondary market for VCT shares is generally illiquid. Therefore, there may not be a liquid market (which may be partly attributable to the fact that initial tax reliefs are not available for VCT shares generally bought in the secondary market and because VCT shares usually trade at a discount to NAV) and Shareholders may find it difficult to realise their investment. An investment in the Company should, therefore, be considered as a long-term investment.

If a Shareholder disposes of his or her Shares within five years of issue, he or she will be subject to clawback by HMRC of any income tax reliefs originally claimed.

Tax relief on subscriptions for shares in a VCT is restricted where, within six months (before or after) that subscription, the investor had disposed of shares in the same VCT or a VCT which at the time of the subscription is known to be merging with the VCT. Existing Shareholders should be aware that the sale of existing Shares within these periods could, therefore, put their income tax relief relating to the New Shares at risk.

GENERAL

Forward-Looking Statements

Investors should not place undue reliance on forward-looking statements. This Prospectus includes statements that are (or may be deemed to be) "forward looking statements", which can be identified by the use of forward-looking terminology including the various terms "believes", "continues", "expects", "intends", "aims", "may", "will", "would", "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward looking statements involve risk and uncertainty because they relate to future events and circumstances. Save in relation to statements concerning working capital adequacy, forward-looking statements contained in this Prospectus, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. These statements will be updated as and when required by the Prospectus Regulation Rules, the Listing Rules and the Disclosure Guidance & Transparency Rules.

Governing Law

Unless otherwise stated, statements made in this Prospectus are based on the law and practice currently in force in England and Wales.

Non-Mainstream Pooled Investment Status and UK MiFID Laws

As the Company is a closed-ended investment company, the New Shares will be "excluded securities" under the FCA's rules on non-mainstream pooled investments. Accordingly, the promotion of the New Shares is not subject to the FCA's restriction on the promotion of non-mainstream pooled investments. The Company intends to conduct its affairs so that the New Shares can be recommended by financial advisers to retail investors in accordance with the rules on the distribution of financial instruments under the UK MiFID Laws. The Directors consider that the New Shares should be considered "non-complex" for the purposes of the UK MiFID Laws.

Websites

Without limitation, neither the contents of the Company's or the Manager's website (or any other website referred to in this Prospectus) nor the content of any website accessible from hyperlinks on the Company's or the Manager's website (or any other website referred to in this Prospectus) is incorporated into, or forms part of this Prospectus.

Withdrawal

The Company may update the information provided in this Prospectus by means of a supplement if a significant new factor that may affect the evaluation by prospective investors occurs after the publication of this Prospectus or if this Prospectus contains any material mistake or substantial inaccuracy. Any such supplement will be subject to approval by the FCA and will be made public in accordance with the Prospectus Regulation Rules. In the event that the Company is required to publish a supplement prospectus prior to Admission, applicants who have applied for New Shares under the Offer shall have the right to withdraw their applications for New Shares made prior to the publication of the supplement prospectus. Such withdrawal must be made within the time limits and in the manner set out in any such supplement prospectus (which shall be at least two clear business days following the publication of the relevant supplement prospectus). If the Application is not withdrawn within the stipulated period, any offer to apply for New Shares under the Offer will remain valid and binding. Applicants

who have applied for New Shares via an intermediary should contact the relevant intermediary for details of how to withdraw an Application.

EXPECTED TIMETABLE, OFFER STATISTICS AND COSTS

Launch date of the Offer	30 September 2021
First allotment under the Offer	On or before 5 April 2022
Deadline for receipt of applications for final allotment in 2021/22 tax year	12.00 noon on 5 April 2022
Deadline for receipt of applications for final allotment in 2022/23 tax year	12.00 noon on 29 September 2022
Closing date of the Offer	29 September 2022

The Offer will close earlier if fully subscribed. The Board reserves the right to close the Offer earlier and to accept Applications and issue New Shares at any time following the receipt of valid applications.
The results of the Offer will be announced to the London Stock Exchange through a Regulatory Information Service provider authorised by the Financial Conduct Authority.
Dealing is expected to commence in the New Shares within 10 business days of allotments and share and tax certificates are expected to be despatched within 14 business days of allotments.
The dates set out in the expected timetable above may be adjusted by the Company, in which event details of the new dates will be notified through a Regulatory Information Service.

Offer Statistics

Initial Costs of Offer	Up to 7.5% of gross proceeds of Offer
Initial adviser charge or intermediary commission	Up to 4.5% of gross proceeds of Offer
Ongoing adviser charge or annual ongoing charge	Up to 0.5% per annum of the latest announced NAV of gross sums invested in the Offer for up to 9 years

The initial costs of the Offer are capped at $7.5\%$ . Octopus has agreed to indemnify the Company against the initial costs of the Offer in excess of this amount.

LETTER FROM THE CHAIR

Octopus Apollo VCT plc
6th Floor
33 Holborn
London
EC1N 2HT

30 September 2021

Dear Investor,

I am pleased to announce Octopus Apollo VCT's latest fundraise. With net assets of £225 million as at 31 July 2021 spread across around 40 companies, Octopus Apollo VCT plc is one of the largest VCTs in the UK³, bringing a number of benefits to both our Shareholders and the smaller companies we back. The Company aims to provide investors with a dividend yield of 5% based on the prevailing NAV per Share through returns from its current portfolio of UK smaller companies and by making new investments in companies with high growth potential. In the 12 months to 31 July 2021, we deployed over £22 million into the investment portfolio and paid out over £13.2 million in dividends.

Accessing Smaller Companies through a VCT

For investors that are comfortable with the risk-reward profile of investments in unquoted smaller companies, a VCT can provide an attractive way to access these companies. The Company has a diversified portfolio of around 40 companies which means that the performance of a single investment does not drive the performance of the entire portfolio.

In addition to the above, the Government recognises the risk associated with this type of investment and has created a number of tax incentives to encourage investment from UK taxpayers. These tax benefits, on investments of up to £200,000 per year, if the investment is held for 5 years, include upfront income tax relief of 30% on the value of the investment, and tax-free dividends and capital gains. These benefits always remain subject to the VCT retaining its VCT qualifying status. Further details can be found in Part Two of the Prospectus.

Investment Approach

In 2020 there were estimated to be 6 million small and medium enterprises ('SMEs') in the UK² and, without targeted incentives for investors, many of the potential high growth businesses would struggle to access the capital that enables them to expand. As one of the more established investors in this area with over 15 years of experience in investing in such companies, Apollo has a relatively large pool of potential investment opportunities that might fit its investment mandate. The Company's investment manager, Octopus Investments Limited, can, therefore, be highly selective in choosing which companies to support. The investment team invest through a combination of equity and unsecured debt, weighted more heavily towards equity, giving Shareholders access to a different risk-return profile compared to a pure all-equity investment. The team considers over 300 investments a year and expects to only invest in around 10 investments per year, typically investing between £2 million and £10 million initially. It is against this backdrop that we are delighted to offer you an opportunity to subscribe for new Shares in Apollo.

Portfolio and Performance

The Company's investment strategy involves identifying smaller companies, typically operating with a business-to-business ("B2B") focus, that have already successfully commercialised with an established product offering and client base, and who are looking to expand and grow to the next level. The Manager targets companies with

recurring revenues, which are typically technology or technology-enabled companies. This in combination with the equity and unsecured debt investment, leads to a more resilient and less volatile return profile.

In the year to 31 July 2021 the Company had an annual return of 18.4% and an annual dividend yield of 7.8% (although it should be noted that due to COVID-19 there was a timing difference which resulted in three dividends being paid in the year. This is not expected to be repeated). The portfolio performed very well, driven by strong performance in the technology portfolio and demonstrable resilience against the effects of Covid pandemic. The Company also had a number of successful exits, both of the B2B software deals as well as continuing to exit a number of older legacy assets, including virtually all of its legacy holdings in energy generation.

Five Year Performance

Year to 31 July	2017	2018	2019	2020	2021
Total Return^{1}	2.9%	-0.6%	2.7%	3.1%	18.4%
Dividend Yield^{2}	28.0%^{4}	22.3%^{4}	6.3%	3.2%^{5}	7.8%^{5}
Total Value^{3}	117.9p	117.5p	118.8p	120.2p	128.7p

The performance information above shows the annual total return, annual dividend yield and total value for the last five years to 31 July 2021.

The annual total return is calculated from the movement in NAV over the year to 31 July plus dividends paid over the year. That figure is divided by the NAV at the start of that year to get the annual total return.
The annual dividend yield is calculated by dividing the dividends paid per annum by the NAV at the start of the period. For this calculation the record date for each dividend is used, which is the cut-off date by which Shareholders must be on the shareholder register to receive the dividend. Note that depending when a record dates falls, some annual dividend calculations include three regular dividends for the year and others include only one.
Total value is calculated as the sum of the NAV per Share in pence and cumulative dividends per Share in pence since inception of the Company and this is shown above for the last five years to 31 July.
A special dividend of 16.5p per Share was paid in December 2016 and 10.7p per Share in November 2017.
Note only one dividend was paid in the year to 31 July 2020; and three dividends in the following 12 month period. This was due to timings differences caused by COVID and is not expected to be repeated.

The NAV is the combined value of the assets owned by the Company after deducting the value of its liabilities (such as debts and financial obligations). Performance shown is net of all fees and costs. Past performance is not a reliable indicator of future results and may not be repeated.

The intention of the Board is to continue targeting the payment of an annual 5% dividend yield based on the prevailing NAV per Share, as has been the case since September 2012.

Portfolio Activity

The Company deployed over £22.5 million in the year to 31 July 2021 into four new investments and seven follow-on investments. Since our interim period end on 31 July 2021 the Company has made two new investment and one follow on, totalling over £16 million of further investment. Apollo's investment in Turtl in early September, an enterprise software as a service provider which enables companies to produce high quality, brand-consistent and personalised marketing collateral quickly at scale, epitomises the Company's business to business technology strategy, which will continue to be the main focus of the investment team going forward.

The pipeline of B2B software deals continues to be exciting, with a further two deals in advanced stages as at the date of this document.

Exits

In the year to 31 July 2021 there were exits of 20 portfolio companies, generating total proceeds to the Company of over £37 million, including the sale of SimplyCook to Nestlé and HAS Technology to Access Group. Since 31 July 2021, there has been one partial exit.

As a result of these exits, the Board has declared a special dividend of 3.1p per Share and an interim dividend of 1.3p per Share to be paid on 14 January 2022 to those Shareholders on the Company's register at 31 December 2021.

COVID-19 Update

While the long-term effects of COVID-19 remain difficult to predict, in light of the recent performance the Board and the Manager remain optimistic about the current portfolio and the potential investment opportunities in the market. The portfolio's performance has been resilient during the recent period of uncertainty.

The technology-orientated nature of the investment portfolio and the characteristics of many of the businesses that the Company invests into, which often benefit from recurring revenues, means they are well-positioned to be more resilient from the direct impact of the pandemic (i.e. social distancing will have had a reduced impact on their business models). In addition, the portfolio has limited exposure to heavily-affected sectors such as hospitality, leisure, and consumer spending.

As such, COVID-19 will not have a direct impact on the investment policy of the Company. Apollo will continue to analyse potential investments (new and follow-on) with the same level of rigour and discipline ensuring that the companies continue to meet our criteria prior to making an investment. The Company will continue to back businesses that it believes in and that can grow in their markets.

Octopus Apollo Team

Through increased deployment of the Company's funds into target companies in recent years, Octopus' investment team have demonstrated their ability to find suitable businesses for the Company's investment strategy, with attractive positions in their markets and a strong commercial track record. The investment team typically adopt a defensive approach to structuring their investments, aiming to deliver less volatile returns across the portfolio than would normally be the case when investing in smaller businesses.

The investment team typically looks for investment opportunities where the following apply:

A business that has been operating for around four to ten years that has proven there is a market for its product or service.
Annual revenues of between £2-8 million, ideally recurring. This makes future revenues more predictable.
A growing and diversified customer base, with a clear trajectory toward profitability.
A clearly defined business model and a competitive edge. This may, for example, involve proprietary technology, industry-leading innovation or operating in a niche market.
A business whose customers are other businesses. These companies are usually able to retain their customers well.
A strong management team with extensive industry experience.

The investment team has a proactive approach towards seeking new opportunities through desk-based research and through contacts in the SME investing and advisory community. They typically see over 300 potential

investment opportunities per annum which they evaluate to see if they suit the Company's investment mandate. The investment team uses a rigorous screening and due diligence process, including commissioning independent technical experts to supplement the research undertaken by the team. Investments also require the approvals of various investment committees within Octopus.

The Offer

The Company is seeking to raise £40 million under the Offer, with an over-allotment facility of a further £35 million, subject to demand. The Offer is intended for investors looking for the potential to generate tax-free capital growth from a portfolio of around 40 investments focused on smaller, UK-based companies with high growth potential.

The Offer is conditional upon the passing by the Shareholders of Resolutions 1 and 3 at the General Meeting.

I would like to thank all of our existing Shareholders for their continuing support of the Company and the UK's small businesses. I confirm that I shall be investing in this fundraise as I have done in all previous ones.

Yours faithfully

Murray Steele

Chair

Octopus Apollo VCT plc

$^{1}$ AIC statistics page – Apollo is one of the 10 largest VCTs as at 28 September 2021
$^{2}$ Department of Business, Energy & Industrial Strategy, Business Population Estimates 2020, Table 5

PART ONE: THE OFFER

Introduction to the Offer
Terms of the Offer
Use of Funds
Intermediary Charges
Investment Strategy
Investment Policy
Tax Benefits for Investors
Dividend Policy and Dividend Reinvestment Scheme
Buyback Policy
The Board
The Octopus Apollo Team
Management Remuneration
Performance History
Example Investments
Apollo in Numbers
Conflicts of Interest

Introduction to the Offer

VCTs were introduced by the UK Government in 1995 to encourage individuals to invest in UK smaller companies. According to the Association of Investment Companies (AIC), £685 million was invested in VCTs in the 2020/2021 tax year, the fourth highest amount since VCTs' inception and an 11% increase on the previous year.

An investment under the Offer will provide individuals with exposure to a diversified portfolio of unquoted smaller companies with the aim of generating returns over the medium to long-term. The net proceeds of the Offer will be invested in accordance with the Company's investment policy, as set out below.

The Company is seeking to raise £40 million under the Offer, with a £35 million over-allotment facility subject to demand. Both new and existing investors can apply for New Shares, which will rank equally with the existing Shares. As such, all investors are accessing a well-established existing investment portfolio. The Offer Price will be based on the most recently published NAV of a Share at the date of allotment. Multiple applications are permitted.

The minimum investment is £5,000. There is no maximum investment. However, potential investors should be aware that tax relief is only available on a maximum investment of £200,000 in each tax year. A married couple, can each invest up to £200,000 in any one tax year with both individuals benefiting from the tax reliefs.

The Offer is conditional upon the passing by Shareholders of Resolutions 1 and 3 at the General Meeting.

Terms of the Offer

The full terms and conditions applicable to the Offer are set out on pages 64 to 70.

Use of Funds

The aggregate net proceeds of the Offer, assuming a £75 million subscription and the maximum initial charge, will be £69.375 million.

The funds raised under the Offer will be invested in accordance with the Company's investment policy. Some of the funds raised will be used to invest into new portfolio companies and some will be used to further support the Company's existing portfolio.

Intermediary Charges

Details are set out in the Terms and Conditions of the Offer on pages 64 to 70.

Investment Strategy

The Company's investment strategy involves identifying smaller companies, typically operating with a business-to-business focus, that have already successfully commercialised with an established product offering and client base, and who are looking to expand and grow to the next level. The Manager targets companies with recurring revenues, which are typically technology or technology-enabled companies. This in combination with the equity and unsecured debt investment, leads to a more resilient and less volatile return profile.

Investment Policy

The Company's Investment Policy is as follows.

The Company's investment policy is designed to enable the Company to comply with the VCT qualifying conditions. It invests predominantly in unquoted smaller companies and expects that this will continue to make up the significant majority of the portfolio. It will also retain holdings in cash or near cash investments to provide a reserve of liquidity which will maximise the Company's flexibility as to the timing of investment acquisitions and disposals, dividend payments and share buybacks.

Unquoted investments are structured using various investment instruments, including ordinary and preference shares, loan stocks and convertible securities, to achieve an appropriate balance of income and capital growth, having regard to the VCT legislation. The portfolio is diversified by investing in a broad range of industry sectors. The normal investment period into portfolio companies is expected to be typically between the range of three to seven years. Any uninvested funds are typically held in cash, money market funds, Open Ended Investment Companies (OEICs) and similar investment vehicles.

Although the Directors cannot be sure of the overall impact of the Coronavirus pandemic on the investment portfolio and performance over the medium term, the Directors spread the risk of the portfolio by investing in a diversified range of portfolio companies using a variety of securities. Concentration risk is mitigated by ensuring that, at the point of investment, no more than 15% of Apollo by value will be in any one investment, complying with the HMRC rules.

The value of individual investments is expected to increase over time as a result of trading progress and a continuous assessment is made of investments' suitability for sale. This is a two-fold assessment, to ensure that the Company optimises the time for the sale and for comfort on the liquidity of unquoted investments if ever cash is required. The Company's VCT qualifying investments are held with a view to long-term capital growth as well as income generation and will often have limited marketability. As a result it is possible that individual holdings may grow in value to the point where they represent a significantly higher proportion of total assets prior to a realisation opportunity being available.

Investments are made using shareholders' funds and it is not currently intended that the Company will take on any long-term borrowings.

Tax Benefits for Investors

VCTs are Government-led investment vehicles designed to incentivise investors for supporting smaller, higher-risk companies. Qualifying investors are entitled to claim a number of tax incentives on investments up to £200,000 each tax year (as more fully set out in Part Two of this document). These include:

Income tax relief – investors can claim 30% upfront income tax relief on the amount invested, provided Shares are held for at least five years. For example, with an investment of £10,000, £3,000 can be taken off their income tax bill although the amount of income tax relief they can claim cannot exceed the amount of income tax due.
Tax-free dividends and capital gains - meaning that any growth in the portfolio value or any dividends paid to them are not subject to tax.

Dividend Policy and Dividend Reinvestment Scheme

VCTs are only able to make dividend payments from distributable reserves. These distributions are not subject to any further tax to Qualifying Subscribers. In order to qualify as a VCT, the Company may not retain more than 15% of the income it receives from shares and securities.

The amount of these dividends depends, amongst other things, on the level of income and capital returns generated by the Qualifying Investments, the performance of the non-Qualifying Investments and the amount raised by the Offer. In the medium to long-term the size of dividends paid to Shareholders will depend largely on the level of profits realised from the disposal of investments.

The Company is targeting to deliver a regular annual dividend and to retain its historic 5% dividend yield based on the prevailing NAV per Share. The Company has adopted a Dividend Reinvestment Scheme ("DRIS") under which Shareholders are given the opportunity to reinvest future dividend payments by way of subscription for new Shares. Subject to a Shareholder's personal circumstances, Shares subscribed for under the DRIS should obtain the usual VCT tax advantages as set out above. The terms and conditions of the DRIS are set out in Annex I to this document.

Investors under the Offer may elect to participate in the DRIS by completing the dividend reinvestment section of the Application Form, and should be aware that it will apply to their entire holding of New Shares and any existing Shares. Participation in the DRIS by a Shareholder can be cancelled at any time with written authority from the Shareholder or by calling Octopus on 0800 316 2295.

Buyback Policy

The Board also intends to continue to consider repurchasing Shares of up to 14.99% of its share capital in any year for the purposes of the general buyback policy. The Board believes that it is in the best interests of the Company and the Shareholders to make occasional market purchases of its Shares, to allow any Shareholders who need to sell their Shares to do so and to reduce any discount to NAV in the prevailing market Share price. The Board will agree the discount to NAV at which Shares will be bought back and regularly reviews the buyback policy. The Board's current policy is to buy back shares at a 5% discount to NAV. The discount to NAV is also inclusive of the broker fee charged by Panmure Gordon (the Company's corporate broker) for facilitating the sale.

Any future repurchases will be made in accordance with guidelines established by the Board from time to time and will be subject to having the appropriate authorities from Shareholders and sufficient funds available for this purpose. All buybacks are subject to the discretion of the Board. There may, however, be periods during a year where the Company will be prohibited from buying back Shares and which may include the periods of up to four months after its financial year end and up to three months after its half year end. Share buybacks will also be subject to the Listing Rules and any applicable law at the relevant time. Therefore, communicated dates may change at short notice for a number of reasons including these. Shares bought back in the market will ordinarily be cancelled.

The Board

The Board comprises four directors who are independent of Octopus. The Directors operate in a non-executive capacity and are responsible for overseeing the investment strategy of the Company. The Board has wide experience of investment in both smaller growing companies and larger quoted companies.

Murray Steele (Chair)

Murray was appointed as Director and chair of the Company on completion of the Merger on 27 September 2012. Murray has had a broad range of experience as a director of a number of companies. At present he is chair of Surface Generation Limited, a hi-tech engineering company and Kudos Inc., a Delaware based media platform company and a non-executive director of AUGA Group of Lithuania, listed on the Vilnius Stock Exchange and Europe's largest sustainable organic food producer. Murray has Bachelor's and Master's degrees in mechanical engineering from the University of Glasgow, an MBA from Cranfield School of Management and holds an accounting qualification. Murray was formerly a director of Octopus Apollo VCT 4 plc which was placed into members voluntary liquidation on 28 September 2012 following the Merger and was dissolved on 15 April 2014.

Christopher Powles (Chair of the Audit Committee)

Chris was appointed as a Director upon completion of the Merger on 27 September 2012. Chris has extensive experience in the UK smaller companies sector. He was the principal founder of Pi Capital, a private client fund management company that specialised in investing in smaller unquoted companies. Prior to selling his stake in Pi Capital in 2002 he led the investment of more than £25 million into 14 companies. Subsequently, he was the finance director of an AIM-traded company, as well as a non-executive director of both listed and private companies. Currently, he is involved in renewable energy, being a director of a company in that sector and consulting to another that is engaged in a very major central Africa project. Chris is a chartered accountant, having qualified at what is now part of PricewaterhouseCoopers LLP, and has a BA Hons degree from University of Oxford. Chris was formerly a director of Octopus Apollo VCT 4 plc which was placed into members voluntary liquidation on 28 September 2012 following the Merger and was dissolved on 15 April 2014.

Alex Hambro

Alex became a Director on 19 December 2016. He had previously been chair of Octopus Eclipse VCT plc since 1 February 2014 having been appointed as a director of that company on 1 November 2012. He was also a non-executive director of Octopus Eclipse VCT 4 plc and Gresham House Renewable Energy VCT 2 plc (formerly Hazel Renewable Energy VCT2 plc). Alex has spent the last 27 years in the venture capital and private equity sector, much of this time at Hambros plc and associated organisations. Alex is chair of Judges Scientific Plc, OTAQ plc and Falanx Group Ltd and a non-executive director of and investor in a small portfolio of companies.

Claire Finn

Claire became a Director on 21 September 2021. Claire is an experienced practitioner with over 20 years' experience in the Asset Management and Investment Management industry. After four years as a Product Manager at Henderson Global Investors, Claire joined Blackrock in 2005 where she fulfilled a number of senior roles in distribution, concluding with her promotion to Managing Director, Head of DC, Unit-Linked and Platforms. She serves as an Independent Non-Executive on the Board of Sparrows Capital Limited, Artemis Fund Managers Limited and the Law Debenture Corporation plc. She is also a Governor of St Joseph's Catholic Primary School. Claire holds a BA Hons in Modern Languages from the University of Leeds and an MSc in Finance from the University of London, Birkbeck College.

The Octopus Apollo Team

Octopus Investments Limited was launched in 2000 by three founders who wanted to create an investment company that put its customers first. As at 30 June 2021 it had more than 750 employees and over £10 billion in

assets under management (Source: Octopus investments Limited, 30 June 2021). It has tens of thousands of clients and has built market-leading positions in tax-efficient investment, smaller company financing, renewable energy and healthcare. Octopus launched its first VCT in 2002 and is now the UK's largest VCT manager, managing over £1.7 billion of VCT money on behalf of over 35,000 investors (Source: Octopus Investments Limited, 30 June 2021).

Octopus Investments Funds under management

1 Funds Under Management includes funds under advisory mandates, funds monitored and the Octopus Cash service (Source: Octopus Investments Limited, 30 June 2021)

The Octopus Apollo Team consists of 12 investment professionals who have over 70 years combined experience across equity and debt investments. All members of the investment team are responsible for origination, execution and portfolio management and are frequently appointed as non-executive directors and sit on the boards of the companies they work with. This allows them to play a prominent role in each company's ongoing development, and ensures that the team can closely monitor the company's progress while offering continued support to the business.

The Company's investment team comprises:

Richard Court, Head of Octopus Apollo Team and Apollo VCT Fund Manager

Richard joined Octopus in 2017 and heads the Octopus Apollo Team. He is the fund manager for the Octopus Apollo VCT and is the Chair of the Apollo Investment Committee. He also sits on a number of portfolio company boards. He has debt and equity investment experience across a wide range of sectors and business sizes. Richard has been an investor in UK and international SMEs since 2006. Before joining Octopus, he spent 2 years with TPG's direct lending fund and 5 years at RJD Partners, a UK-focused Private Equity fund. He also worked at Dresdner Kleinwort in the Debt Principal Finance group. He qualified as a Chartered Accountant with PricewaterhouseCoopers and holds a first-class degree in Banking and Finance from the University of Birmingham.

Paul Davidson, Investment Director

Paul joined Octopus in 2017. He has responsibility for originating and making new investments, monitoring portfolio companies and supporting fundraisings. He represents Octopus as a non-executive on several boards including Healthcare & Services Technology and Ubisecure. Prior to joining Octopus, Paul spent almost seven years at RBS, latterly as a Director within the Leveraged Finance team undertaking origination and execution of

private equity management buyouts. His experience also includes transacting public-to-private takeovers, acquisition finance, and cross border mergers. Paul has a First-Class BA (Hons) degree in Economics & Finance from the University of Manchester, holds an MSc in Banking & International Finance from Cass Business School, and is a qualified Chartered Financial Analyst.

Edward Keelan, Investment Director

Edward joined Octopus in 2008. He has responsibility for originating and making new investments, monitoring portfolio companies and supporting fundraisings. He represents Octopus as non-executive on a number of boards including Countrywide Healthcare Supplies and Anglo European Steel. During his investment career at Octopus, Edward has worked within a number of sectors including Energy, Sport and UK SMEs. Prior to joining Octopus, Edward spent almost four years at KorteQ, a new business consultancy spun out of Rolls-Royce Aerospace where he started his career as a Commercial Officer. Edward holds the Post Graduate Diploma in Financial Strategy from University of Oxford, Said Business School and completed an Executive MBA at the same institution. He graduated from Hertford Business School, University of Hertfordshire with a first-class honours degree.

Uthish Ranjan, Investment Manager

Uthish joined Octopus in 2018 and is responsible for originating and transacting new investments, monitoring portfolio companies and supporting fundraisings. Before joining Octopus, Uthish worked in the Financial Sponsors (private equity advisory) team at Barclays Investment Bank. Whilst at Barclays, he advised on and executed M&A and leveraged finance transactions across a wide range of sectors including business services, healthcare, retail, real estate and TMT. He has also previously worked as a private equity and growth capital investor focusing on the Middle East and Southeast Asia. Uthish graduated with a degree in Electrical and Electronic Engineering from Imperial College London.

Richard Bolton, Investment Manager

Richard joined Octopus in 2018. He has responsibility for originating and making new investments, monitoring portfolio companies and supporting fundraisings. Prior to joining Octopus, Richard spent two years at Northleaf Capital Partners, a global private markets investor, and three years at KPMG in the Corporate Finance team. He is a qualified chartered accountant and holds a degree in Management from the University of Manchester.

Adam Said, Investment Associate

Adam joined Octopus in 2015. He has responsibility for originating and making new investments, monitoring portfolio companies and supporting fundraisings. Prior to joining Octopus, Adam was an Associate for Coutts & Co Private Bank, and previously worked for Bureau Van Dijk in a B2B Enterprise Sales role. Adam has a BA in Accounting and Finance from Curtin University in Western Australia. Adam passed the IMC in 2017 and is currently working towards his CFA Charter as a level 3 candidate.

Oliver Jupp, Investment Associate

Oliver joined Octopus in February 2020. He has responsibility for originating and making new investments, monitoring portfolio companies and supporting fundraisings. Prior to joining Octopus, Oliver spent four years at Strategy&, PwC's Strategy Consulting division, undertaking Commercial Due Diligence and Strategic Advisory projects for Private Equity and Corporate clients, across a range of sectors but with a focus on Tech and Techn- enabled companies. Oliver has a BSc Economics and Mathematics degree from the University of Exeter, and is currently working towards his CFA Charter as a Level 2 candidate.

Jebran Rasheed, Investment Associate

Jebran joined Octopus in February 2020. He has responsibility for originating and making new investments, monitoring portfolio companies and supporting fundraisings. Prior to joining Octopus, Jebran spent 4 years at KPMG in their TMT M&A team advising on sell-side and buy-side transactions across the mid-cap space with a focus on Software and SaaS companies. Jebran is a qualified Chartered Accountant and has a BSc Economics from the University of Manchester.

Saranyah Douse, Investment Associate

Saranyah joined Octopus in April 2020. She has responsibility for originating and making new investments, monitoring portfolio companies and supporting fundraisings. Prior to joining Octopus, Saranyah spent two years at Bridgepoint, a European mid-market private equity house, and five years at EY in the transaction diligence team. Saranyah is a qualified Chartered Accountant and holds an Economics degree from the University of Cambridge.

Constanza Diaz, Investment Associate

Constanza joined Octopus in 2021, with a focus on companies that are initiating their scaleup phase in their growth. Constanza is an industrial engineer by background and worked as a management consultant both in Chile and in the Netherlands, across a wide range of sectors, such as retail, manufacturing, and financial services. She was part of the team that implemented Open Banking at ING Bank and then moved to London to pursue an MBA at London Business School, completing stints in investment banking at Lazard and Arma Partners, and in private equity at Lloyds Apollo. Prior to joining Octopus, she was a Strategy Manager at Vertiv, a global leader in providing solutions for data centres. She was also selected as one of the fellows at IncludedVC – a fellowship that aims to (literally) change the face of venture capital by increasing diversity in the sector.

Luisa-Alix Orsini, Investment Associate

Luisa focuses on investments in companies at the scaleup phase in their growth. Prior to joining Octopus Ventures in 2021, Luisa spent over three years in Investment Banking at Stifel Europe as part of their Tech Corporate Finance team, advising private and listed European mid-market technology companies on M&A and capital raises. Luisa holds a BSc in Economics from SOAS, University of London and an MSc in Economics and Management from the London School of Economics.

Chloe Allan, Investment Associate

Chloe sits in the Apollo team and focuses on sourcing companies at the scale up stage of their growth. Prior to Octopus Venture, Chloe has been a long standing member of the Octopus Group having worked for 7 years on the fundraising sector of the business. Chloe graduated from The University of Manchester with a LLB Law Degree.

The Company's investment team is overseen by the Octopus Apollo Investment Committee, which provides a further layer of independent challenge and insight to the team's strategy and investment decisions. The Committee is formed of senior investment professionals that are independent of the Company's investment team.

Management Remuneration

Full details of the Manager's remuneration are set out at paragraph 8.5 of Part Five.

Performance History

Apollo targets capital growth from a portfolio of proven UK businesses. However, like most VCTs, it aims to return this investment performance back to Shareholders in the form of tax-free dividends. It targets a dividend yield of 5% per year based on the prevailing NAV per Share as well as offering investors the potential for special dividends, although these are not guaranteed. Since its launch in 2006, it has announced total cumulative dividends of 82.1p per Share to investors.

Five Year Performance

Year to 31 July	2017	2018	2019	2020	2021
Total Return^{1}	2.9%	-0.6%	2.7%	3.1%	18.4%
Dividend Yield^{2}	28.0%^{4}	22.3%^{4}	6.3%	3.2%^{5}	7.8%^{5}
Total Value^{3}	117.9p	117.5p	118.8p	120.2p	128.7p

The performance information above shows the annual total return, annual dividend yield and total value for the last five years to 31 July 2021.

The annual total return is calculated from the movement in NAV over the year to 31 July plus dividends paid over the year. That figure is divided by the NAV at the start of that year to get the annual total return.
The annual dividend yield is calculated by dividing the dividends paid per annum by the NAV at the start of the period. For this calculation the record date for each dividend is used, which is the cut-off date by which Shareholders must be on the shareholder register to receive the dividend. Note that depending on when a record dates falls, some annual dividend calculations include three regular dividends for the year and others include only one.
Total value is calculated as the sum of the NAV per Share in pence and cumulative dividends per Share in pence since inception of the Company and this is shown above for the last five years to 31 July.
A special dividend of 16.5p per Share was paid in December 2016 and 10.7p per Share in November 2017.
Note only one dividend was paid in the year to 31 July 2020; three dividends were paid in the following 12 month period. This timings difference is not expected to be repeated.

The NAV is the combined value of the assets owned by the Company after deducting the value of its liabilities (such as debts and financial obligations). Performance shown is net of all fees and costs. Investors should always bear in mind that VCTs put their capital at risk, and investors may not get back the full amount they invest.

In addition the Board has declared a special dividend of 3.1p per Share and an interim dividend of 1.3p per Share to be paid on 14 January 2022 to those Shareholders on the Company's register at 31 December 2021.

Performance since inception

Example Investments

The Safeguarding Company

What The Safeguarding Company does

The Safeguarding Company provides safeguarding software to schools and organisations in the UK and internationally. One of the big challenges that caregivers face is sharing information that might help keep children and vulnerable adults safe. Organisations such as police, schools, social services and hospitals all use different systems, which means a lot of caregivers' time is spent filling out manual paperwork to keep other organisations up to date. This process means information is easily lost or out of date, which can impact quality of care for those at-risk.

The Safeguarding Company helps solve this problem

Their software MyConcern allows staff to easily record, report and manage their wellbeing concerns. This reduces the risk of information loss and enables caregivers to spend more time caring for those that need them most.

Why Apollo likes it

There is a strong alignment of values between The Safeguarding Company and Octopus. Their products play an integral part in keeping people safe on a daily basis, ultimately improving the lives of some of the most vulnerable in society.

Apollo also likes that the management team know their sector inside out. The co-founders are ex senior Police Officers with over 70 years' combined experience in child and vulnerable adult safeguarding. This gives the company a deep understanding of the challenges of safeguarding across multiple institutions. Under the direction of a highly experienced Chief Technology Officer, the company has also built an impressive digital proposition which means that caregivers have the knowledge required to keep people safer.

What Apollo's fund managers say

Richard Court, Fund Manager, Octopus Apollo VCT

"We invested in The Safeguarding Company due to its impressive mission-led management team, strong recurring revenue base and low customer churn. It was clear that the company had strong growth potential, both in the UK market and in new geographies. A major driver for us was having the opportunity to join the team in accelerating and extending protection to many more individuals and organisations."

First investment date: August 2019

How much has Apollo invested to date: £3.7 million

Turtl

What Turtl does

Turtl is a software-as-a-service (SaaS) company which large businesses use to produce high quality, personalised and consistent marketing materials at scale. One of the major challenges large companies face is making sure their marketing materials represent their brand across multiple departments. Turtl helps solve this by enabling its clients to easily create master documents, which can then be personalised and distributed easily. This means that materials can be produced in a consistent way across departments such as marketing, sales and recruitment.

Another customer difficulty Turtl addresses is that traditional forms of printed marketing materials (such as brochures or magazines) don't work very well online. Turtl's product turns marketing materials into online interactive experiences through animation, sound and design. This leads to higher performing marketing and more insight into what is and isn't working for a company.

Why Apollo likes it

Apollo thinks it's an exciting time to be investing in marketing software. The COVID-19 pandemic has created a need for companies to improve the way they engage digitally with their customers and stakeholders. Not only is their approach to marketing technology innovative, but their data focus also means they can empower their clients to make smarter, faster business decisions. Apollo is also excited about the trajectory that Turtl has already shown. They already serve 182 companies and count well known firms such as Mazda, The Economist and mental health charity Mind as clients.

What our fund managers say

Edward Keelan, Investment Director, Octopus Ventures

"We're delighted to be partnering with Turtl. Its platform is helping ambitious companies scale their marketing quickly and efficiently. They offer a better way for customers to manage and digitise marketing materials, which is setting a gold standard for digital marketing within the industry. The management team have an impressive track record, with deep industry experience and the expertise to develop the product that large companies really need."

First investment date: August 2021

How much has Apollo invested to date: £10.0 million

Natterbox

Natterbox helps growing businesses handle more calls from customers through cloud telephony software.

Sova

Sova provides companies with end-to-end candidate assessment and talent management through a software platform.

Fuse Universal

Fuse Universal provides an integrated learning platform for businesses to connect with employees in real-time.

Zapnito

Zapnito enables companies to create expert networks to promote thought leadership through an online community platform.

Veeqo

Veeqo helps online retailers sell and ship their products. Its inventory management software is tailored to the needs of the e-commerce retail sector.

Perfect Ward

Perfect Ward helps front-line health and care staff improve patient care through a smart quality inspection app

Ubisecure

Ubisecure provides customer identity and access management software to financial institutions, the public sector and consumer market.

TRI

TRI is a provider of risk-based monitoring software and services for clinical trials to contract research organisations in the life sciences sector.

Countrywide Healthcare

Countrywide Healthcare supplies healthcare and cleaning products, as well as furniture and bedding, to some of the biggest names in the UK's growing care home sector.

One Team Logic

One Team Logic offers safeguarding software to those who are responsible for the protection of children, young people and adults at risk.

City Pantry

City Pantry brings food from exciting local caterers and restaurants direct to offices, including the likes of Google, Amazon and PayPal. (Record exit to Just Eat in July 2019).

Apollo in Numbers

1 Octopus Investments, 31 July 2021
2 Octopus Investments, comparison of 2020 calendar year vs. 2019

Conflicts of interest

Octopus has built strong relationships with many of the companies in which the Company invests, and sometimes uses different sources of funding to invest in the same companies. This can present 'conflicts of interest', as explained below. With these relationships, there is a chance that the interests of one group of investors will be at odds, or present a conflict, with the interests of another group or with the interests of

Octopus. Conflicts of interest are sometimes unavoidable. In the first instance, Octopus will look to prevent them but if it cannot it will take action to manage, or mitigate, any effects.

The Company often places an Octopus employee on the board of the companies it invests in, either as an observer or a director. This means the Company is able to closely monitor the investment it has made on behalf of the Company's investors. It does, however, mean that as company directors, those employees have obligations to all shareholders (and sometimes creditors) of the company, and not just the Company's investors or lenders.

Octopus may receive fees from the companies that the Company invests in (for example, when making or selling an investment in a company, as well as for appointing a representative to the board of directors). The costs of all deals that do not proceed to completion are typically borne by either the company seeking funding or by Octopus, not by Apollo.

The Company's investment team may sometimes invest in other Octopus managed funds.

Octopus has a number of controls in place to manage conflicts of interest on behalf of investors where it can't be avoided:

The investment committee makes sure investment decisions are in the best interests of investors, including how potential conflicts of interest are managed when they cannot be avoided as well as being responsible for the allocation policy under which it is determined how the investment is divided between different Octopus funds.
In cases where there are a large number of conflicts of interest or they are particularly significant, proposals are reviewed by Octopus' conflicts committee, which is responsible for ensuring conflicts are handled appropriately, and whose members are independent of the Octopus Apollo Team and Apollo.
As the Company is a publicly listed company, the Board is required to act independently and represent Shareholders' best interests at all times, and is ultimately responsible for ensuring the investment objectives and policy of Apollo are carried out.

PART TWO: TAX BENEFITS AND CONSIDERATIONS FOR INVESTORS

General

The following paragraphs apply to the Company and to individuals holding Shares as an investment who are the absolute beneficial owners of such Shares, and who are resident in the UK. They may not apply to certain classes of individuals, 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 Shares and where the New Shares acquired are within the investor's annual £200,000 limit. The reliefs are not available for investments in excess of £200,000 per tax year.

The Company has obtained approval as a VCT under Chapter 3 of Part 6 ITA 2007.

The Board considers that the Company has conducted its affairs and will continue to do so to enable it to qualify as a VCT.

Tax Position of Investors under the Offer

The tax reliefs set out below are those currently available to individuals aged 18 or over who subscribe for New Shares and will be dependent on personal circumstance. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year do not exceed £200,000. Qualifying investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.

Tax Benefits for VCT investors

1. Income Tax

1.1 Initial Income Tax relief

An investor can acquire New Shares of up to a maximum of £200,000 under the Offer in each of 2021/22 and 2022/23 tax years. The relief is subject to an amount which reduces the investor's income tax liability for the tax year to nil. Each application creates an entitlement to income tax relief of 30% of the amount invested. To retain that relief the New Shares have to be held for 5 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 to only £7,000, by a qualifying investor subscribing for VCT shares:

	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

1.2 Dividend relief

Dividends paid on ordinary shares in a VCT are free of income tax. VCT status will be withdrawn if a dividend is paid (or other forms of distribution or payments are made to investors) from the capital received by the VCT from that issue within three years of the end of the accounting period in which shares were issued to investors. Dividends paid from realised profits may be made without loss of VCT status. It is important to note that there may be a cost to re-issue a dividend payment and so it is important for investors to keep their address and bank details up to date

1.3 Withdrawal of relief

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 is not available for dividends paid in an accounting period during which the VCT loses its approval.

2. Capital Gains Tax

2.1 Relief from capital gains tax on the disposal of VCT shares

Disposing of a VCT share at a profit does not create a chargeable gain for the purposes of UK Capital Gains Tax. Similarly, disposing at a loss does not create an allowable loss for UK Capital Gains Tax.

3. Withdrawal of approval

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 during or after which VCT status has been lost. 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.

4. Other tax considerations

4.1 Obtaining initial tax reliefs

The Company will provide each investor with a tax certificate which the investor may use to claim income tax relief. To do this, an investor must either obtain a tax coding adjustment from HMRC under the PAYE system, or wait until the end of the tax year and use their self assessment tax return to claim relief. Depending on their own circumstances, an investment in a VCT may enable self-employed investors to apply to reduce their payments on account. It is important to note that there may be a cost to replace tax certificates.

4.2 Shareholders not resident in the UK

Shareholders not resident in the UK should seek their own professional advice as to the consequences of making and holding an investment in the Company, as they may be subject to tax in other jurisdictions as well as in the UK.

5. Tax Position of the Company

A VCT has to satisfy a number of tests to qualify as a venture capital trust. A summary of these tests is set out below.

5.1 Qualification as a VCT

5.1.1 To qualify as a venture capital trust, a company must be approved as such by HMRC. To maintain approval, the conditions summarised below must continue to be satisfied throughout the life of the VCT:

(i) the VCT's income must have been derived wholly or mainly from shares and securities (in the case of securities issued by a company, meaning loans with a five-year or greater maturity period);

(ii) no holding in a company (other than a VCT or a company which would, if its shares were listed, qualify as a VCT) by the VCT may represent more than 15%, by value, of the VCT's total investments at the time of investment;

(iii) the VCT must not have retained more than 15% of the income derived from shares or securities in any accounting period;

(iv) the VCT must not be a close company. Its ordinary share capital must be listed on the main list of the London Stock Exchange or a regulated European market by no later than the beginning of the accounting period following that in which the application for approval is made;

(v) at least 80%, by value, of its investments must be represented by shares or securities comprising Qualifying Investments. Funds raised by a further share issue are disregarded in judging whether this condition has been met for accounting periods ending no later than three years after the new issue;

(vi) for share issues on or after 1 February 2019, at least 30% of the funds from those share issues must be invested in qualifying holdings by the anniversary of the end of the accounting period in which those shares were issued;

(vii) for funds included in the requirement at (v) above, excluding investments made before 6 April 2018 from funds raised before 6 April 2011, at least 70%, by value, of the VCT's Qualifying Investments must be in "eligible shares", that is ordinary shares which carry no preferential rights to assets on a winding up and no rights to be redeemed although they may have certain preferential rights to dividends so long as those rights are non cumulative and are not subject to discretion;

(viii) the VCT must not make an investment in a company which causes that company to receive more than £5 million of State Aid investment in the 12 months ending on the date of the investment (£10 million for a Knowledge Intensive Company);

(ix) the VCT must not return capital to shareholders before the third anniversary of the end of the accounting period during which the subscription for shares occurs;

(x) no investment can be made by the VCT into a company which causes that company to receive more than £12 million (£20 million for Knowledge Intensive Companies) of State Aid investment (including from VCTs) over the company's lifetime. A subsequent acquisition by the company of another company that has previously received Risk Finance State Aid can cause the lifetime limit to be exceeded;

(xi) no investment can be made by the Company in a company whose first commercial sale was more than 7 years prior to date of investment, except where previous Risk Finance State Aid was received by the company within 7 years (10 years for a Knowledge Intensive Company) or where the company is entering a new product market or a new geographic market and a turnover test is satisfied;

(xii) no funds received from an investment into a company can be used to acquire shares in another company nor another existing business or trade; and

(xiii) the VCT must not make a non-Qualifying Investment other than those specified in section 274 ITA 2007.

"Qualifying investments" comprise shares or securities (including loans with a five year or greater maturity period but excluding guaranteed loans and securities) issued by unquoted trading companies which exist wholly or mainly for the purpose of carrying on one or more qualifying trades. The trade must be carried on by, or be intended to be carried on by, the investee company or a qualifying subsidiary at the time of the issue of the shares or securities to the VCT (and by such company or by any other subsidiary in which the investee company has not less than a 90% interest at all times thereafter). A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter. The definition of a qualifying trade excludes dealing in property, shares, securities, commodities or futures. It also excludes banking, insurance, receiving royalties or licence fees in certain circumstances, leasing, the provision of legal and accounting services, farming and market gardening, forestry and timber production, property development, shipbuilding, coal and steel production, operating or managing hotels or guest houses, generation of electricity, power or heat, production of fuel, nursing and residential care homes. The funds raised by the investment must be used for the purposes of the qualifying trade within certain time limits.

A qualifying investment can also be made in a company which is a parent company of a trading group where the activities of the group, taken as a whole, consist of carrying on one or more qualifying trades. Investee companies must have a permanent establishment in the UK. The investee company cannot receive more than £5 million (£10 million for a Knowledge Intensive Company) from VCTs or other State Aid investment sources during the 12 month period which ends on the date of the VCT's investment. The investee company's gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter. The investee company must have fewer than 250 employees or 500 employees in the case of a Knowledge Intensive Company. Neither the VCT nor any other company may control the investee company. At least 10% of the VCT's total investment in the investee company must be in eligible shares, as described above. The company cannot receive more than £12 million (£20 million if the company is deemed to be a Knowledge Intensive Company) of State Aid investment (including from VCTs) over the company's lifetime. The company's first commercial sale must be no more than 7 years (10 years for a Knowledge Intensive Company) prior to the date of the VCT's investment, except where previous Risk Finance State Aid was received by the company within 7 years or where a turnover test is satisfied and the Company is using the funds to enter a new product market or a new geographic market. Funds received from an investment by a VCT cannot be used to acquire shares in another company nor another existing business or trade.

Companies whose shares are traded on AIM are treated as unquoted companies for the purposes of calculating qualifying investments. Shares in an unquoted company which subsequently becomes listed may still be regarded as a qualifying investment for a further five years following listing, provided all other conditions are met.

5.1.2 The risk-to-capital condition introduced in Finance Act 2018 requires that a Qualifying Company has long term growth plans and that the investment made by the VCT is at risk.

5.2 Taxation of a VCT

VCTs are exempt from corporation tax on chargeable gains. There is no restriction on the distribution of realised capital gains by a VCT, subject to the requirements of company law. VCTs will be subject to corporation tax on their income (excluding dividends received from UK companies) after deduction of attributable expenses.

PART THREE: FINANCIAL INFORMATION RELATING TO THE COMPANY

Audited financial information relating to the Company is published in the annual report for the year ended 31 January 2021 and unaudited financial information in the half-yearly reports for the six month periods ended 31 July 2020 and 31 July 2021. The annual report, which was audited by BDO LLP of 55 Baker Street, London, W1U 7EU, was without qualification and contained no statements under section 498(2) or (3) of the CA 2006. The annual report and the half-yearly reports were prepared in accordance with Financial Reporting Standard 102. The annual report contains a description of the Company's financial condition, changes in financial condition and results of operation for that financial year and the pages of the annual report and half-yearly reports referred to below are being incorporated by reference and can be accessed at the following website:

www.octopusinvestments.com

Where the above annual report and half-yearly reports make reference to other documents, such other documents, together with those pages of the annual report and half-yearly reports that are not referred to below, are not relevant to investors and are not incorporated into and do not form part of this document.

Such information includes the following:

| Description | 31 July 2020
Half Year Report | 31 July 2021
Half Year Report | 31 January 2021
Annual Report |
| --- | --- | --- | --- |
| Balance Sheet | Page 10 | Page 12 | Page 43 |
| Income Statement (or equivalent) | Page 9 | Page 11 | Page 42 |
| Statement showing all changes in equity (or equivalent note) | Pages 11-12 | Pages 13-14 | Page 44 |
| Cash Flow Statement | Page 13 | Page 15 | Page 45 |
| Accounting Policies and Notes | Pages 14-16 | Pages 16-18 | Pages 46-60 |
| Auditor’s Report | n/a | n/a | Pages 36-41 |

Such information also includes operating/financial reviews as follows:

	31 July 2020	31 July 2021	31 January 2021
Description	Half Year Report	Half Year Report	Annual Report
Performance Summary	Page 1	Page 1	Page 1
Results and Dividends	Page 1	Page 1	Page 1
Investment Policy	n/a	Page n/a	Page 4
Outlook	Page 5	Page 5	Page 5
Manager's Review	Pages 3-5	Pages 3-5	Pages 4-6
Portfolio Summary	Pages 6-7	Pages 6-9	Pages 6-11
Business Review	n/a	n/a	Pages 12-18
Valuation Policy	n/a	n/a	Page 6

As at 31 July 2021, the date of the latest unaudited NAV per Share, the unaudited NAV per Share was 51.0p.

PART FOUR: INVESTMENT PORTFOLIO OF THE COMPANY

The Company

The investment portfolio of the Company as at the date of this document is as follows (the valuations being the unaudited valuations as at 31 July 2021 and representing 61.21% of the NAV of the Company as at 31 July 2021):

Investee Company	Sector	Investment Cost as at 31 July 2021 (£'000)	Movement in Fair Value to 31 July 2021 (£'000)	Fair Value as at 31 July 2021 (£'000)	Debt or Equity?
Natterbox (N2JB Limited)	Technology	15,490	8,762	24,252	Debt & Equity
Ubisecure Holdings Limited	Technology	5,575	5,833	11,408	Debt & Equity
Veeqo Limited	Technology	4,350	5,859	10,210	Debt & Equity
Anglo European Group Limited	Manufacturing/Engi neering	5,000	3,167	8,167	Debt & Equity
Perfect Ward Limited	Technology	4,000	3,423	7,423	Debt & Equity
One Team Logic Limited	Technology	3,700	3,714	7,414	Debt & Equity
Countrywide Healthcare Services Limited	Technology	2,675	4,603	7,278	Debt & Equity
Hasgrove Limited	Media & Marketing Services	322	6,496	6,818	Equity
Sova Assesment Limited	Technology	3,000	3,701	6,701	Debt & Equity
Ryte GmbH	Technology	4,547	1,427	5,974	Equity
Other*		39,273	3,160	42,433	Debt & Equity
Total		87,932	50,146	138,078

*Comprises 27 other investments: Acquire Your Business Limited, Artesian Solutions Limited, Augean plc, Behaviometrics AB, British Country Inns plc, Cello Group plc, CurrencyFair Limited, Dyscova Limited, Ecrebo Limited, EKF Diagnostics Holdings plc, Ergomed plc, Eve Sleep plc, Hasgrove Limited, Luther Pendragon Limited, Nektan plc, Origami Energy Limited, Oxifree Group Holding Limited, Renalytix plc, Rotolight Group Limited, Secret Escapes Limited, Segura Systems Limited, Superior Heat Limited, Trafi Limited, Trellus Health plc, Triumph Holdings Limited, Vertu Motors plc, Verici DX Limited and Zapnito Limited.

All the portfolio companies are incorporated in the UK save for Nektan plc (Gibraltar), Behaviometrics AB (Sweden) and Ryte GmbH (Germany).

Since 31 July 2021 to the date of this document there has been £10 million of new investment into Turtl, £3 million into APLY-ID and £3 million into a follow-on investment into Fuse, and one partial disposal with proceeds of £0.3 million.

PART FIVE: ADDITIONAL INFORMATION RELATING TO THE COMPANY

1 INCORPORATION

1.1 The Company was incorporated and registered in England and Wales on 7 June 2006 under the CA 1985 with registered number 05840377 as a public company limited by shares.

1.2 On 14 July 2006, the Registrar of Companies issued the Company with a certificate under Section 117 of the CA 1985 entitling it to commence business.

1.3 Octopus was incorporated and registered in England and Wales on 8 March 2000 under the CA 1985 with registered number 03942880 as a private company limited by shares. The address and telephone number of Octopus' registered office is at 6th Floor, 33 Holborn, London EC1N 2HT and its telephone number is 0800 316 2295. The principal legislation under which Octopus operates is the CA 2006 and regulations made thereunder. Octopus is authorised and regulated by the Financial Conduct Authority.

2 REGISTERED OFFICE AND PRINCIPAL LEGISLATION

2.1 The registered office of the Company is at 6th Floor, 33 Holborn, London EC1N 2HT, its telephone number is 0800 316 2295 and its website address is: octopusinvestments.com. The information on the website does not form part of the Prospectus unless that information is incorporated by reference into the Prospectus.

2.2 The Company is authorised and regulated by the FCA as a self managed alternative investment fund.

2.3 The principal legislation under which the Company operates and which governs its shares is the CA 2006 and regulations made thereunder.

3 SHARE AND LOAN CAPITAL

3.1 On the incorporation of the Company, two ordinary shares were issued nil paid to the subscribers to the memorandum of the Company, SDG Registrars Limited and SDG Secretaries Limited.

3.2 By ordinary and special resolutions passed by the Company on 9 July 2021, the Directors were authorised in accordance with Section 551 of the CA 2006 to allot up to a maximum of 42,407,884 Shares (representing approximately 10% of the issued Shares as at 13 May 2021), for a period expiring at the later of the conclusion of the Company's next annual general meeting and 30 September 2022 (unless previously renewed, varied or revoked by the Company in general meeting) and disapplied the pre-emption provisions of Section 561 of the CA 2006 in respect of any such allotment, for a period expiring at the earlier of the conclusion of the Company's next annual general meeting and 30 September 2022 (unless previously renewed, varied or revoked by the Company in general meeting).

3.3 The following Resolutions will be proposed at the General Meeting:

that, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot Shares and to grant rights to subscribe for or to convert any security into Shares up to an aggregate nominal amount of £20 million (representing approximately 45.2% of the Shares in issue as at 29 September 2021), provided that the authority conferred by this Resolution 1 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) but so that this authority shall allow the Company to make, before the expiry of this authority, offers or agreements which would or might require Shares to be allotted or rights to be granted after such expiry;
that, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with Section 551 of the Act to exercise all the powers

of the Company to allot and issue Shares in connection with the Company's dividend reinvestment scheme up to an aggregate nominal amount of £4.4 million (representing approximately 9.9% of the Shares in issue as at 29 September 2021), provided that the authority conferred by this Resolution 2 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) but so that this authority shall allow the Company to make, before the expiry of this authority, offers or agreements which would or might require Shares to be allotted or rights to be granted after such expiry;

that, in addition to existing authorities, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant to the authority given pursuant to Resolution 1 or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to such allotment, provided that the power provided by this Resolution 3 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) and provided further that this power shall be limited to:

(a) the allotment and issue of Shares up to an aggregate nominal value of £20 million pursuant to offer(s) for subscription; and
(b) the allotment and issue of Shares up to an aggregate nominal value representing 20% of the issued Share capital, from time to time,

where the proceeds may in whole or part be used to purchase Shares in the Company;

that, in addition to existing authorities, the directors of the Company be and hereby are empowered pursuant to Sections 570 and 573 of the Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant to the authority given pursuant to Resolution 2 or by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to such allotment, provided that the power provided by this Resolution 4 shall expire on the date falling 18 months from the date of the passing of this Resolution (unless renewed, varied or revoked by the Company in general meeting) and provided further that this power shall be limited to the allotment and issue of shares in connection with the Company's dividend reinvestment scheme.

3.4 At the date of this document the issued fully paid share capital of the Company is:

Class of shares	Nominal value	Issued (fully paid)
		£	no
Ordinary Shares	£0.10	44,223,699	442,236,991

3.5 The issued fully paid share capital of the Company immediately after the Offer has closed (assuming (i) the Offer is fully subscribed, including full utilisation of the over-allotment facility and (ii) that the Offer Price is either 54.0p or 40.0p) will be as follows:

Class of shares	Nominal value	Issued (fully paid) (Offer Price = 54.0p)		Issued (fully paid) (Offer Price = 40.0p)
		£	Number	£	Number
Ordinary Shares	£0.10	58,112,587.9	581,125,879	62,973,699.1	629,736,991
		0		0

3.6 Other than the issue of New Shares under the Offer and the Shares to be issued under its Dividend Reinvestment Scheme, the Company has no present intention to issue any Shares.

3.7 The Company does not have in issue any securities not representing share capital.

3.8 The provisions of Section 561(1) of CA 2006 (to the extent not disapplied subject to Sections 570 or 571 of the CA 2006) confer on shareholders certain rights of pre-emption in respect of the allotment of equity securities (as defined in Section 560(1) of the CA 2006) which are, or are to be, paid up in cash and will apply to the Company, except to the extent disapplied by the Company in general meeting. Subject to certain limited exceptions, unless the approval of the Shareholders in a general meeting is obtained, the Company must normally offer shares to be issued for cash to holders on a pro rata basis.

3.9 The New Shares will be in registered form. No temporary documents of title will be issued and prior to the issue of definitive certificates, transfers will be certified against the register. It is expected that definitive share certificates for the New Shares not to be held through CREST will be posted to allottees as soon as practicable following allotment of the relevant shares. It is important to note that there may be a cost to replace the share certificate. New Shares to be held through CREST will be credited to CREST accounts on Admission. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and otherwise than by a written instrument. The Articles of the Company permit the holding of shares in CREST.

3.10 The ISIN and SEDOL Codes of the Shares are GB00B17B3479 and B17B347 respectively.

4 DIRECTORS' INTERESTS

4.1 As at the date of this document the Directors and their immediate families have the following interests in the issued share capital of the Company:

Director	Number of Shares	% of Issued Share Capital

Murray Steele	152,830	less than 0.1%
Christopher Powles	25,029	less than 0.1%
Alex Hambro	60,358	less than 0.1%
Claire Finn	-	-

4.2 Assuming that the Offer is fully subscribed, including full utilisation of the over-allotment facility, at an Offer Price of 54.0p, the interests of the Directors and their immediate families in the issued share capital of the Company immediately following the Offer will be:

Director	Number of Shares	% of Issued Share Capital

Murray Steele	171,348	less than 0.1%
Christopher Powles	34,288	less than 0.1%
Alex Hambro	88,135	less than 0.1%
Claire Finn	-	-

4.3 At the date of this document, the Company is not aware of any person who has or will hold (after the Offer has closed) directly or indirectly, voting rights representing 3% or more of the issued share capital of the Company to which voting rights are attached or who could, directly or indirectly, jointly or severally, exercise control over the Company.

4.4 The persons, including the Directors, referred to in paragraph 4.1 above, do not have voting rights in respect of the share capital of the Company (issued or to be issued) which differ from any other Shareholder.

4.5 The Company and the Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.

4.6 No Director has any interest in any transactions which are or were unusual in their nature or conditions or which are or were significant to the business of the Company and which were effected by the Company in the current or immediately preceding financial year or which were effected during an earlier financial year and which remain in any respect outstanding or unperformed.

4.7 In addition to their directorships of the Company, the Directors currently hold, and have during the five years preceding the date of this document held, the following directorships, partnerships or been a member of the senior management:

Name	Position	Name of company/partnership	Position still held (Y/N)
Murray Steele	Director	Surface Generation Limited	Y
	Director	WMB Steele (2009) & Co. Limited	Y
	Director	AUGA Group AB	Y
	Director	Kudos, Inc.	Y
	Director	JWPS Trustees Limited	N
	Director	JWSEMPP Trustees Limited	N
	Director	James Walker Trustees Limited	N
	Director	James Walker Group Limited	N
	Director	London Internet Exchange Limited	N
	Director	Healthy Board Services Ltd	Y
	Director	CBG Holdings Limited (Dissolved)*	N
Christopher Powles	Director	Susenco Management Limited	Y
	Director	Flights Mill Community Hydro Power Limited	Y
	Trustee	Mount Elgon Foundation	Y
	Director	Bicester Energy Company Limited (Dissolved)	N

Director	OTAQ plc	Y
Director	Oberon Investments Group plc	Y
Director	Oberon Securities Limited	Y
Director	Independent Wealth Planners UK Limited	Y
Director	IWP Holdings Ltd	Y
Director	Time Partners Holdings Limited	Y
Director	Welbeck Ventures Limited	Y
Director	Izon Science Limited New Zealand (Closed)	N
Member	Welbeck Capital Partners LLP	Y
Member	HF Partnership LLP	Y
Director	Izon Science Limited	N
Director	Crescent Capital III GP Limited	Y
Director	Bapco Closures Reasearch Limited	N
Director	Bapco Closures Holdings Limited	N
Director	Whitley Asset Management Limited	Y
Director	Crescent Capital II GP Limited	Y
Director	Judges Scientific Plc	Y
Director	Halkin Development Limited	Y
Director	Crescent Capital NI Limited	Y
Director	First Strategic Insight Ltd	Y
Director	Falanx Group Ltd	Y
Director	Hazel Targa VCT plc (Dissolved)	N
Director	Bacit (UK) Limited (Dissolved)*	N
Director	Benchmark Holdings Plc	N
Director	Octopus Eclipse VCT plc (Dissolved)*	N

Director	Sparrows Capital Limited	Y
Director	The Law Debenture Corporation plc	Y
Director	Artemis Fund Managers Limited	Y
Director	St Joseph’s Catholic Primary School	Y
Director	Blackrock Life Limited	N

In voluntary liquidation prior to being dissolved

The business address of all the Directors is 6th Floor, 33 Holborn, London EC1N 2HT.

4.8 Save as set out above, none of the Directors has at any time within the last five years:

4.8.1 had any convictions (whether spent or unspent) in relation to offences involving fraud or dishonesty;

4.8.2 been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated recognised professional bodies) or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;

4.8.3 been a director or senior manager of a company which has been put into receivership, compulsory liquidation, administration, company voluntary arrangement or any composition or arrangement with its creditors generally or any class of its creditors; or

4.8.4 been the subject of any bankruptcy or been subject to an individual voluntary arrangement or a bankruptcy restrictions order.

4.9 There are no arrangements or understandings with major shareholders, customers, suppliers or others, subject to which any Director was selected as a member of the administrative, management or supervisory bodies or member of senior management.

4.10 There are no outstanding loans or guarantees provided by the Company for the benefit of any of the Directors nor are there any loans or any guarantees provided by any of the Directors for the Company.

4.11 The Directors and, save as set out under the heading "Conflicts of Interest" in Part One, Octopus, do not have any conflicts of interest between any duties carried out on behalf of the Company and their private interests or other duties.

5 DIRECTORS' LETTERS OF APPOINTMENT

Murray Steele and Christopher Powles were appointed as Directors on 28 September 2012 and Alex Hambro was appointed as a Director on 19 December 2016 and Claire Finn was appointed as a Director on 21 September 2021. The Directors' appointments are terminable on three months' notice and no arrangements have been entered into by the Company entitling the Directors to compensation for loss of office nor have amounts been set aside to provide pension, retirement or similar benefits for them. Murray Steele, as chair of the Company, is entitled to annual remuneration of £30,000, and Chris Powles, as chair of the Audit Committee, is entitled to annual remuneration of £25,000, while the annual remuneration receivable by Alex Hambro and Claire Finn is £22,500. None of the Directors has a service

contract with the Company and no such contract is proposed. In respect of the year ended 31 January 2021, Murray Steele received £30,000, Christopher Powles received £25,000 and Alex Hambro each received £22,500. James Otter, who ceased to be a director of Apollo on 31 July 2021, received £22,500.

6 THE COMPANY AND ITS SUBSIDIARIES

The Company does not have any subsidiaries.

7 OFFER AGREEMENT

Pursuant to an agreement dated 30 September 2021, between the Company (1), the Directors (2), Octopus (3) and Howard Kennedy (4) Howard Kennedy agreed to act as sponsor to the Company in respect of the Offer and Octopus agreed to use reasonable endeavours to procure subscribers for New Shares under the Offer. Under the agreement Octopus is paid an initial fee of up to 5.5% of the funds received under the Offer and an ongoing fee of 0.5% per annum of the NAV of the investment amounts received from investors under the Offer who have invested directly into the Company and not through a financial intermediary for up to nine years and has agreed to discharge all external costs of advice and the Company's and their own costs in respect of the Offer. Under this agreement certain warranties have been given by the Company, the Directors and Octopus to the other parties. The Company has also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity are in usual form for a contract of this type. The agreement can be terminated if any material statement in the Prospectus is untrue, any material omission from the Prospectus arises or any material breach of warranty occurs.

8 MATERIAL CONTRACTS

The following are the only contracts (not being contracts entered into in the ordinary course of business) which have been entered into by the Company in the two years immediately preceding the date of this document or which are expected to be entered into prior to Admission and which are, or may be, material or which have been entered into at any time by the Company and which contain any provision under which the Company has any obligation or entitlement which is, or may be, material to the Company as at the date of this document:

8.1 The Offer Agreement, details of which are set out in paragraph 7 above.

8.2 An offer agreement dated 25 September 2020 (the "2020 Offer Agreement"), between the Company (1), the Directors (2), Octopus (3) and Howard Kennedy (4), pursuant to which Howard Kennedy agreed to act as sponsor to the Company in respect of the offer for subscription that was launched on 25 September 2020 (the "2020 Offer") and Octopus agreed to use reasonable endeavours to procure subscribers for Shares under the 2020 Offer. Under the 2020 Offer Agreement, Octopus was paid an initial fee of up to 5.5% of the funds received under the 2020 Offer and an ongoing fee of 0.5% per annum of the NAV of the investment amounts received from investors under the 2020 Offer who invested directly into the Company and not through a financial intermediary, for up to nine years and agreed to discharge all external costs of advice and the Company's and their own costs in respect of the 2020 Offer. Under this agreement certain warranties were given by the Company, the Directors and Octopus to the other parties. The Company also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in usual form for a contract of this type

8.3 An offer agreement dated 10 May 2019 (the "2019 Offer Agreement"), between the Company (1), the Directors (2), Octopus (3) and Howard Kennedy (4), pursuant to which Howard Kennedy agreed to act as

sponsor to the Company in respect of the offer for subscription that was launched on 10 May 2019 (the "2019 Offer") and Octopus agreed to use reasonable endeavours to procure subscribers for Shares under the 2019 Offer. Under the 2019 Offer Agreement, Octopus was paid an initial fee of up to 5.5% of the funds received under the 2019 Offer and an ongoing fee of 0.5% per annum of the NAV of the investment amounts received from investors under the 2019 Offer who invested directly into the Company and not through a financial intermediary, for up to nine years and agreed to discharge all external costs of advice and the Company's and their own costs in respect of the 2019 Offer. Under this agreement certain warranties were given by the Company, the Directors and Octopus to the other parties. The Company also agreed to indemnify Howard Kennedy in respect of its role as sponsor. The warranties and indemnity were in usual form for a contract of this type.

8.4 The letters of appointment of the Directors, details of which are set out in paragraph 5 above.

8.5 An investment management agreement dated 27 July 2006, as varied by deeds of variation dated 16 August 2012, 28 April 2014, 24 October 2014, 2 November 2015 and 11 July 2019 and as varied and restated on 21 September 2021 (the "IMA") between the Company (1) and Octopus (2), pursuant to which Octopus provides discretionary investment management and administration services to the Company. The appointment of Octopus is terminable by either party on not less than 12 months' notice in writing and may also be terminated in circumstances of material breach by either of these parties. Octopus receives an annual management fee of an amount equal to 2% of the net assets of the Company, calculated on a daily basis using the Company's latest published NAV per Share multiplied by the number of Shares and payable quarterly in arrears, together with any applicable VAT thereon. Octopus also receives an annual administration and accounting fee of an amount equal to 0.3% of the net assets of the Company, calculated on a daily basis using the Company's latest published NAV per Share multiplied by the number of Shares and payable quarterly (plus VAT) and an annual company secretarial fee of £20,000 per annum payable annually or quarterly. Pursuant to the IMA Octopus shall arrange for, in a manner satisfactory to each Board, the custody of the Company assets (the identity of any custodian being agreed by the Board in advance), settlement of transactions and the banking of cash derived from transactions, interest and dividends or other moneys received or collected for the benefit of the Company and charges and expenses.

Pursuant to the IMA, Octopus is entitled to an annual performance related incentive fee in each accounting period, subject to the total return being 100p at the end of the relevant period. The amount of the fee will be equal to 20% of the amount by which the total return as at the end of the relevant period exceeds the total return as at 31 January 2012 plus cumulative Bank of England base rate or, if greater, the highest total return as at the end of the accounting period commencing on 1 February 2012 or any subsequent accounting period.

The normal annual expenses of the Company under the IMA are capped each year at an amount agreed between the Company and Octopus. For the current year the normal annual expenses are capped at an amount equal to 3.3% of the Company's net assets, this being the amount set on launch of the Company. Any excess over this amount will be borne by Octopus. Normal annual expenses means the annual expenses of the Company incurred in its ordinary course of business and includes the annual investment management, administration, and secretarial fees, directors' remuneration, normal fees payable to the Company's registrars, stockbroker, auditors, solicitors and VCT status advisers. It does not include any exceptional items, bad debt expenses related to investments, annual trail commission or irrecoverable VAT thereon.

Octopus has the right to charge transaction, directors, monitoring, consultancy, corporate finance, introductory and syndication fees, commissions and refunds of commissions in respect of the

management of the Company's investment portfolio. Such fees do not typically exceed 1.5% of the total amount invested by all Octopus managed funds (including the Company) per annum, assuming an investment of £5 million and a holding period of five years. The costs of all deals that do not proceed to completion will be borne by Octopus. The agreement includes indemnities given by the Company to Octopus which are usual for this type of agreement.

9 RELATED PARTY TRANSACTIONS

Save for the fees paid to the Directors as detailed in paragraph 5 above, the fees paid under the investment management agreement detailed in paragraph 8.5 above and the promoter fee payable in respect of the Offer Agreement, there were no other related party transactions or fees paid by the Company during the period from 31 July 2021 to the date of this document.

10. WORKING CAPITAL

The Company is of the opinion that the working capital available to the Company is sufficient for the Company's present requirements, that is, for at least the period of twelve months from the date of this document.

11. CAPITALISATION AND INDEBTEDNESS

11.1 The capitalisation of the Company as at 31 July 2021 was as follows:

Shareholders' Equity	£000's
Called up Equity Share Capital	44,224
Legal reserves	90,150
Other reserves	91,170
Total	225,544

There has been no material change to the capitalisation since 31 July 2021.

11.2 Since inception the Company has incurred no indebtedness. The Company has power to borrow under the Articles, details of which are set out in the paragraph entitled "Borrowing Powers" in paragraph 14.1.12 below.

12. AUDIT, REMUNERATION AND NOMINATION COMMITTEES

Audit Committee

12.1 The audit committee of the Company comprises the Board, is chaired by Christopher Powles and meets twice a year and on an ad hoc basis as necessary. The committee has direct access to BDO LLP, 55 Baker Street, London, W1U 7EU, the Company's external auditor. The duties of the audit committee are, inter alia:

12.1.1 to review and approve the half yearly and annual results of the Company and the statutory accounts before submission to the Board;

12.1.2 to review and approve the external auditor's terms of engagement and remuneration; and

12.1.3 to review the appropriateness of the Company's accounting policies, to consider matters of corporate governance as may generally be applicable to the Company and to make recommendations to the Board in connection therewith as appropriate.

Nomination and Remuneration Committees

12.1.4 The Company has neither a nomination committee nor a remuneration committee. Any matters relating to the composition of the Board and remuneration of the Directors are considered by the full Board and any Director is excluded from meetings in which they are conflicted.

13. LITIGATION

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the 12 month period ending on the date of this document which may have, or have had in the recent past, significant effects on the Company's financial position or profitability.

14. ARTICLES OF THE COMPANY

14.1 The articles of association of the Company (the "Articles"), contain, inter alia, the following provisions.

14.1.1 Voting Rights

Subject to any disenfranchisement as provided in paragraph 14.1.4 below the Shares shall carry the right to receive notice of or to attend or vote at any general meeting of the Company and on a show of hands every holder of Shares present in person (or being a corporation, present by authorised representative) shall have one vote and, on a poll, every holder of Shares who is present in person or by proxy shall have one vote for every Share of which he is the holder. The Shares shall rank pari passu as to rights to attend and vote at any general meeting of the Company.

14.1.2 Transfer of Shares

The Shares are in registered form and will be freely transferable free of all liens. All transfers of Shares must be effected by a transfer in writing in any usual form or any other form approved by the Directors. The instrument of transfer of a Share shall be executed by or on behalf of the transferor and, in the case of a partly paid Share, by or on behalf of the transferee. The Directors may refuse to register any transfer of a partly paid Share, provided that such refusal does not prevent dealings taking place on an open and proper basis and may also refuse to register any instrument of transfer unless:

(i) it is duly stamped (if so required), is lodged with the Company's registrars or at such other place as the Directors may appoint and is accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

(ii) it is in respect of only one class of share; and

(iii) the transferees do not exceed four in number.

14.1.3 Dividends

The Company may in general meeting by ordinary resolution declare dividends to be paid to

members in accordance with the Articles, provided that no dividend shall be payable in excess of the amount recommended by the Directors. The Directors may pay such half-year 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 entitlement to a 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 Shares shall entitle their holders to receive such dividends as the Directors may resolve to pay out of the net assets attributable to the Shares and from income received and accrued which is attributable to the Shares.

The Directors may, with the prior sanction of an ordinary resolution of the Company, offer Shareholders the right to elect to receive in respect of all or part of their holding of Shares, additional Shares credited as fully paid instead of cash in respect of all or part of such dividend or dividends and (subject as hereinafter provided) upon such terms and conditions and in such manner as may be specified in such ordinary resolution. The ordinary resolution shall confer the said power on the Directors in respect of all or part of a particular dividend or in respect of all or any dividends (or any part of such dividends) declared or paid within a specified period but such period may not end later than the date of the annual general meeting next following the date of the general meeting at which such ordinary resolution is passed.

14.1.4 Disclosure of Interest in Shares

If any Shareholder or other person appearing to be interested in Shares is in default in supplying within 14 days after the date of service of a notice requiring such member or other person to supply to the Company in writing all or any such information as is referred to in Section 793 of the CA 2006, the Directors may, for such period as the default shall continue, impose restrictions upon the relevant Shares.

The restrictions available are the suspension of voting or other rights conferred by membership in relation to meetings of the Company in respect of the relevant Shares and additionally in the case of a Shareholder representing at least 0.25% by nominal value of any class of Shares of the Company then in issue, the withholding of payment of any dividends on, and the restriction of transfer of, the relevant Shares

14.1.5 Distribution of Assets on Liquidation

On a winding-up any surplus assets will be divided amongst the holders of each class of shares in the Company according to the respective numbers of shares held by them and in accordance with the provisions of the CA 2006, subject to the rights of any shares which may be issued with special rights or privileges.

The Articles provide that the liquidator may, with the sanction of a special resolution and any other sanction 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.

14.1.6 Changes in Share Capital

(i) Without prejudice to any rights attaching to any existing shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or in the absence of such determination, as the Directors may determine. Subject to the CA 2006, the Company may issue shares, which are, or at the option of the Company or the holder are, liable to be redeemed.

(ii) The Company may by ordinary resolution increase its share capital, consolidate and divide all or any of its share capital into shares of larger amount, sub-divide its shares or any of them into shares of smaller amounts, or cancel or reduce the nominal value of any shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount so cancelled or the amount of the reduction.

(iii) Subject to the CA 2006, the Company may by special resolution reduce its share capital, any capital redemption reserve and any share premium account, and may also, subject to the Act, purchase its own shares.

(iv) The Company may by ordinary resolution convert any fully paid up shares into stock of the same class as the shares which shall be so converted, and reconvert such stock into fully paid up shares of the same class and of any denomination.

14.1.7 Variation of Rights

Whenever the capital of the Company is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of issue of that class) be varied or abrogated either with the consent in writing of the holders of not less than three-fourths of the nominal amount of the issued shares of the class or with the sanction of a resolution passed at a separate meeting of such holders.

14.1.8 Directors

Unless and until otherwise determined by an ordinary resolution of the Company, the number of Directors shall not be fewer than two nor more than ten. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors be fewer than the prescribed minimum the remaining Director or Directors shall forthwith appoint an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment.

Any Director may in writing under his hand appoint (a) any other Director, or (b) any other person who is approved by the Board as hereinafter provided, to be his alternate. A Director may at any time revoke the appointment of an alternate appointed by him. Every person acting as an alternate Director of the Company shall be an officer of the Company, and shall alone be responsible to the Company for his own acts and defaults, and he shall not be deemed to be the agent of or for the Director appointing him.

Subject to the provisions of the Statutes (as defined in the Company's articles of association), the Directors may from time to time appoint one or more of their body to be managing director or joint managing directors of the Company or to hold such other executive office in relation to the management of the business of the Company as they may decide.

A Director may continue to be or become a director or other officer, servant or member of any company promoted by the Company or in which they may be interested as a vendor, shareholder, or otherwise, and no such Director shall be accountable for any remuneration or other benefits derived as Director or other officer, servant or member of such company.

The Directors may from time to time appoint a chair of the Company (who need not be a Director of the Company) and may determine his duties and remuneration and the period for which he is to hold office.

The Directors may from time to time provide for the management and transaction of the affairs of the Company in any specified locality, whether at home or abroad, in such manner as they think fit.

14.1.9 Directors' Interests

14.1.9.1 A Director who is in any way, directly or indirectly, interested in a transaction or arrangement with the Company shall, at a meeting of the Directors, declare, in accordance with the CA 2006, the nature of his interest.

14.1.9.2. Provided that he has declared his interest in accordance with paragraph 14.1.9.1, a Director may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested and may be a director or other officer or otherwise interested in any body corporate promoted by the Company or in which the Company is otherwise interested. No Director so interested shall be accountable to the Company, by reason of his being a Director, for any benefit that he derives from such office or interest or any such transaction or arrangement.

14.1.9.3 A Director shall not vote nor be counted in the quorum at a meeting of the Directors in respect of a matter in which he has any material interest otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through the Company, unless his interest arises only because the case falls within one or more of the following paragraphs:

(a) the giving to him of any guarantee, security or indemnity in respect of money lent or an obligation incurred by him at the request of or for the benefit of the Company or any of its subsidiary undertakings;

(b) the giving to a third party of any guarantee, security or indemnity in respect of a debt or an obligation of the Company or any of its subsidiary undertakings for which he has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(c) any proposal concerning the subscription by him of shares, debentures or other securities of the Company or any of its subsidiary undertakings or by virtue of his participating in the underwriting or sub-underwriting of an offer of such shares, debentures or other securities;

(d) any proposal concerning any other company in which he is interested, directly or indirectly, whether as an officer or shareholder or otherwise, provided that he and any persons connected with him do not to his knowledge hold an interest in shares representing 1% or more of any class of the equity share capital of such company or of the voting rights available to members of the relevant company;

(e) any proposal relating to an arrangement for the benefit of the employees of the Company or any subsidiary undertaking which does not award to any Director as such any privilege or advantage not generally awarded to the employees to whom such arrangement relates; and

(f) any arrangement for purchasing or maintaining for any officer or auditor of the Company or any of its subsidiaries insurance against any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, breach of duty or breach of trust for which he may be guilty in relation to the Company or any of its subsidiaries of which he is a Director, officer or auditor.

14.1.9.4 When proposals are under consideration concerning the appointment of two or more Directors to offices or employment with the Company or any company in which the Company is interested the proposals may be divided and considered in relation to each Director separately and (if not otherwise precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

14.1.10 Remuneration of Directors

14.1.10.1 The ordinary remuneration of the Directors shall be such amount as the Directors shall from time to time determine (provided that unless otherwise approved by the Company in general meeting the aggregate ordinary remuneration of such Directors, including fees, shall not exceed £100,000 per year) to be divided among them in such proportion and manner as the Directors may determine.

14.1.10.2 Any Director who, by request of the Directors, performs special services for any purposes of the Company may be paid such reasonable extra remuneration as the Directors may determine.

14.1.10.3 The emoluments and benefits of any executive Director for his services as such shall be determined by the Directors and may be of any description, including membership of any pension or life assurance scheme for employees or their dependants or, apart from membership of any such scheme, the payment of a pension or other benefits to him or his dependants on or after retirement or death.

14.1.11 Retirement of Directors

At the annual general meeting of the Company next following the appointment of a Director he shall retire from office. A Director shall also retire from office at or before the third annual general meeting following the annual general meeting at which he last retired and was re-elected. A retiring Director shall be eligible for re-election. A Director shall be capable of being appointed or re-appointed despite having attained any particular age and shall not be required to retire by reason of his having attained any particular age, subject to the provisions of the CA 2006.

14.1.12 Borrowing Powers

Subject as provided below, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital.

The Company's articles permit borrowings of amounts up to 50% of the aggregate of (i) the amount paid up (or credited as paid up) on the allotted or issued share capital of the Company and (ii) the amount standing to the credit of the reserves, whether or not distributable, after adding or deducting any balance standing to the credit or debit of the profit and loss account, as adjusted in accordance with the Company's articles of association.

14.1.13 Distribution of Realised Capital Profits

At any time when the Company has given notice in the prescribed form (which has not been revoked) to the Registrar of Companies of its intention to carry on business as an investment company ("a Relevant Period") the distribution of the Company's capital profits shall be prohibited. The Board shall establish a reserve to be called the capital reserve. During a Relevant Period, all surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, payment or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Board to be in the nature of accretion to capital shall be credited to the capital reserve. Subject to the CA 2006, the Board may determine whether any amount received by the Company is to be dealt with as income or capital or partly one way and partly the other. During a Relevant Period, any loss realised on the realisation or payment or other dealing with investments, or other capital losses, and, subject to the CA 2006, any expenses, loss or liability (or provision therefore) which the Board considers to relate to a capital item or which the Board otherwise considers appropriate to be debited to the capital reserve shall be carried to the debit of the capital reserve. During a Relevant Period, all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes for which sums standing to any revenue reserve are applicable except and provided that during a Relevant Period no part of the capital reserve or any other money in the nature of accretion to capital shall be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution or applied in paying dividends on any shares in the Company. In periods other than a Relevant Period, any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution or applied in paying dividends on any shares in the Company.

The Company has not given notice in the prescribed form to the Registrar of Companies of its intention to carry on business as an investment company.

14.1.14 Duration of Company

(i) The Directors shall procure that at the fifteenth annual general meeting of the Company (and thereafter at five yearly intervals) an ordinary resolution will be proposed to the effect that the Company shall continue in being. If such resolution is not passed the board shall within four months of that meeting convene a general meeting to propose either or both of the following:

(a) a special resolution for the reorganisation or reconstruction of the Company; or
(b) a special resolution to wind up the Company voluntarily.

(ii) On any voluntary winding-up of the Company, the liquidator may, with the sanction of a special resolution and any other sanctions required by law, divide amongst the members in specie the whole or any part of the assets of the Company in such manner as he may determine.

14.1.15 General Meetings

The Directors may, whenever they think fit, convene a general meeting of the Company. A meeting may take place, if necessary, at more than one location and by electronic means. If within fifteen minutes (or such longer time not exceeding one hour as the chair of the meeting may decide to wait) from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved and, in any other case, shall stand adjourned to such day (being not less than ten clear days) and at such time and place as the Board may determine. If at any such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the meeting, a member present in person or by proxy and entitled to vote shall be a quorum. The Articles allow meetings of the Company to take place, if necessary, by electronic means and at more than one location.

The chair may, with the consent of the meeting (and shall, if so directed by the meeting) adjourn any meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

14.2 CREST

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument. The Company's articles of association are consistent with CREST membership and allow for the holding and transfer of shares in uncertificated form subject to the Uncertificated Securities Regulations 2001. The New Shares have been made eligible for settlement in CREST.

SPECIFIC DISCLOSURES IN RESPECT OF CLOSED ENDED FUNDS

15.1 Octopus intends to use the proceeds of the Offer in accordance with the Company's objective of spreading investment risk and in accordance with the Company's Investment Policy. This Investment Policy is in line with the VCT Rules and the Company will not deviate from them in any material respect without Shareholder approval. Further, in accordance with the VCT Rules, the Company will invest in ordinary shares, in some cases in a small number of preference shares where applicable, and always in accordance with such rules.

15.2 The Company is authorised and regulated by the FCA as a self managed alternative investment fund. VCTs need to meet a number of conditions set out in tax legislation in order for the VCT tax reliefs to apply, and comply with the rules and regulations of the FCA.

15.3 The Company is regulated by the VCT Rules in respect of the investments it makes as described in Part Two of this document. The Company has appointed PricewaterhouseCoopers of 1 Embankment Place, London WC2N 6RH ("PwC") as its VCT status adviser. PwC will report to the Company as a part of its annual reporting obligations. In respect of any breach of the VCT Rules, the Company, together with PwC, will report directly and immediately to HMRC to rectify the breach and announce the same immediately to the Shareholders through a Regulatory Information Service provider.

15.4 The Company will not invest more than 15% of its gross assets in any single company, in accordance with the VCT Rules, nor will the Company control the companies in which it invests in such a way as to render them subsidiary undertakings.

15.5 The Company will not conduct any trading activity which is significant in the context of its group (if any) as a whole. No more than 10%, in aggregate, of the value of the total assets of the Company at the time an investment is made may be invested in other listed closed-ended investment funds, except where those funds themselves have published investment policies which permit them to invest no more than 15% of their total assets in other listed closed-ended investment funds.

15.6 The Board must be able to demonstrate that it will act independently of Octopus. A majority of the Board (including the chair) must not be directors, employees, partners, officers, or professional advisers of or to, Octopus or any company in Octopus's group or any other investment entity which they manage.

15.7 The Company will not invest directly in physical commodities.

15.8 The Company will not invest in any property collective investment undertaking.

15.9 Other than as provided for under its Investment Policy, the Company will not invest in any derivatives, financial instruments, money market instruments or currencies other than for the purposes of efficient portfolio management (i.e. solely for the purpose of reducing, transferring or eliminating investment risk in the underlying investments of the collective investment undertaking, including any technique or instrument used to provide protection against exchange and credit risks). No material changes may be made to the Company's investment policy described above without the prior approval of Shareholders by the passing of an ordinary resolution.

15.10 Octopus is responsible for the determination and calculation of the NAV of the Company on at least a six monthly basis.

15.11 The value of the Company's investments will be determined on a fair value basis. In the case of quoted securities, fair value is established by reference to the closing bid price on the relevant date or the last traded price, depending on convention of the exchange on which the investment is quoted. In the case of unquoted investments, fair value is established by using measures of value such as the price of recent transactions, earnings multiple and net assets. This is consistent with International Private Equity and Venture Capital valuation guidelines. The NAV of the Company will be communicated to Shareholders through a Regulatory Information Service at the same frequency as the determinations.

15.12 The calculation of the NAV of the Company's investments will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained. Details of any suspension will be communicated to Shareholders through a Regulatory Information Service provider.

16. CORPORATE GOVERNANCE

The Association of Investment Companies Code of Corporate Governance (the "Code") published in 2019, which addresses the principles and provisions set out in the UK Corporate Governance Code published by the Financial Reporting Council in July 2018, applies to the Company. The Directors note that the Code acknowledges that it does not set out a rigid set of rules and that some provisions may have less relevance for investment companies and, in particular, consider some areas inappropriate due to the size and nature of the business of the Company. Accordingly, the provisions of the Code are complied with save that (i) the Company does not have a chief executive officer or a senior independent director (the Board does not consider this necessary for the size of the Company), (ii) the Company conducts on an annual basis a formal review as to whether there is a need for an internal audit function, however the Directors do not consider that an internal audit would be an appropriate control for a VCT (iii) the Company does not have a remuneration committee as it does not have any executive officers and as such the Board as a whole deals with any matters of this nature, (iv) as the Company has no major shareholders, the Shareholders are not given the opportunity to meet or engage with any non-executive Directors at a specific meeting other than the annual general meeting and (v) in view of their non-executive nature and the requirement under the Articles that all Directors are subject to election by Shareholders at the first annual general meeting after their appointment and that at every annual general meeting a third of those Directors who are subject to retirement by rotation shall retire from office, the Board considers that it is not appropriate for the Directors to be appointed for a fixed term, nor for them to be re-elected annually.

17. TAKEOVERS AND MERGERS

17.1 Mandatory takeover bids

The City Code on Takeovers and Mergers (the "Takeover Code") applies to all takeover and merger transactions in relation to the Company, and operates principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover, and that shareholders of the same class are afforded equivalent treatment. The Takeover Code provides an orderly framework within which takeovers are conducted and the Panel on Takeovers and Mergers (the "Panel") has now been placed on a statutory footing. The Takeovers Directive was implemented in the UK in May 2006 and since 6 April 2007 has effect through the CA 2006.

The Takeover Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. General Principle One states that all holders of securities of an offeree company of the same class must be afforded equivalent treatment and if a person acquires control of a company the other holders of securities must be protected. This is reinforced by Rule 9 of the Takeover Code which requires a person, together with persons acting in concert with him, who acquires shares carrying voting rights which amount to 30% or more of the voting rights to make a general offer. "Voting rights" for these purposes means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting. A general offer will also be required where a person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights, acquires additional shares which increase his percentage of the voting rights. Unless the Panel consents, the offer must be made to all other shareholders, be in cash (or have a cash alternative) and cannot be conditional on anything other than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50% of the voting rights.

There are not in existence any current mandatory takeover bids in relation to the Company.

17.2 Squeeze out

Section 979 of the CA 2006 provides that if, within certain time limits, an offer is made for the share capital of the Company, the offeror is entitled to acquire compulsorily any remaining shares if it has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90% in value of the shares to which the offer relates and in a case where the shares to which the offer relates are voting shares, not less than 90% of the voting rights carried by those shares. The offeror would effect the compulsory acquisition by sending a notice to outstanding shareholders telling them that it will compulsorily acquire their shares and then, six weeks from the date of the notice, pay the consideration for the shares to the relevant Company to hold on trust for the outstanding shareholders. The consideration offered to shareholders whose shares are compulsorily acquired under the CA 2006 must, in general, be the same as the consideration available under the takeover offer.

17.3 Sell out

Section 983 of the CA 2006 permits a minority shareholder to require an offeror to acquire its shares if the offeror has acquired or contracted to acquire shares in a company which amount to not less than 90%, in value of all the voting shares in the company and carrying not less than 90% of the voting rights. Certain time limits apply to this entitlement. If a shareholder exercises its rights under these provisions, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

18. NOTIFICATIONS OF SHAREHOLDINGS

The provisions of disclosure guidance and transparency rule 5 ("DGTR 5") will apply to the Company and its Shareholders. DGTR 5 sets out the notification requirements for Shareholders and the Company where the voting rights of a Shareholder exceed, reach or fall below the threshold of 3% and each 1% thereafter up to 100%. DGTR 5 provides that disclosure by a Shareholder to the Company must be made within two trading days of the event giving rise to the notification requirement and the Company must release details to a regulatory information service as soon as possible following receipt of a notification and by no later than the end of the trading day following such receipt.

19. GENERAL

19.1 The estimated costs and expenses relating to the Offer, assuming full subscription, including full utilisation of the over-allotment facility, all investors being Advised Investors, and all choosing to pay their advisers a 2.5% upfront fee, payable by the Company is estimated to amount to approximately £4.125 million in aggregate. On the above assumptions, the aggregate total net proceeds of the Offer, after all fees, is expected to be approximately £70.875 million.

19.2 BDO LLP of 55 Baker Street, London, W1U 7EU has been the auditor of the Company since June 2018 and gave an unqualified audit report on the statutory accounts of the Company for the financial year referred to in Part Three within the meaning of Section 495 of the CA 2006. This report did not contain any statements under Section 237(2) or (3) of the CA 2006. The statutory accounts set out in Part Three have been delivered to the Registrar of Companies in England and Wales pursuant to Section 242 of the CA 2006.

19.3 The Company shall take all reasonable steps to ensure that its auditor is independent of it and will obtain written confirmation from its auditor that it complies with guidelines on independence issued by its national accountancy and auditing bodies.

19.4 Howard Kennedy's office address is at 1 London Bridge, London SE1 9BG. Howard Kennedy is regulated by the Financial Conduct Authority and is acting in the capacity as Sponsor to the Company.

19.5 Howard Kennedy has given and has not withdrawn its written consent to the issue of this document with the inclusion of its name and references to it in the form and context in which they appear.

19.6 The statements attributed to Octopus in this document have been included in the form and context in which they appear with the consent and authorisation of Octopus. In accordance with Prospectus Regulation Rule 5.3.2R(2)(f), Octopus accepts responsibility for those statements and to the best of its knowledge the information contained in those parts of the Prospectus is in accordance with the facts and those parts of the Prospectus make no omission likely to affect their import.

19.7 There are no patents or other intellectual property rights, licences, industrial, commercial or financial contracts or new manufacturing processes which are material to the Company's business or profitability.

19.8 The Company does not assume responsibility for the withholding of tax at source.

19.9 There has been no significant change in the financial position of the Company since 31 July 2021, the date to which the latest unaudited financial information has been published, to the date of this document.

19.10 Save in respect of the impact that the COVID-19 pandemic may have on the Company's portfolio businesses, there have been no significant factors, whether governmental, economic, fiscal, monetary or political, including unusual or infrequent events or new developments nor any known trends, uncertainties, demands, commitments or events that are reasonably likely to have an effect on the Company's prospects or which have materially affected the Company's income from operations so far as the Company and the Directors are aware.

19.11 Shareholders will be informed, by means of the half-year and/or annual report or through a Regulatory Information Service announcement if the investment restrictions which apply to the Company as a VCT detailed in this document are breached.

19.12 The Company's capital resources are restricted insofar as they may be used only in putting into effect the Company's investment policy, as set out in this document. There are no firm commitments in respect of any of the Company's principal future investments. As at 31 July 2021, the Company had £68,407,000 of uninvested cash which has been retained for working capital and follow-on or new investments.

19.13 All Shareholders have the same voting rights in respect of the share capital of the Company. The Company is not aware of any person who, directly or indirectly, exercises or could exercise control over the Company, nor of any arrangements, the operation of which, may at a subsequent date result in a change of control of the Company.

19.14 The Company has no employees.

19.15 The typical investor for whom the Company is designed is a UK taxpayer over 18 years of age with an investment range of between £5,000 and £200,000 who, having regard to the risk factors set out at pages 12 and 13, considers the Investment Policy to be attractive. This may include retail and sophisticated investors and high net worth individuals who already have a portfolio of non-VCT investments.

19.16 The Company does not have any major shareholders with different voting rights.

19.17 An application has been made for the admission of the New Shares to be listed on the Official List and an application will be made for the New Shares to be admitted to trading on the London Stock Exchange's market for listed securities. The New Shares will be in registered form. If, following issue, recipients of New Shares wish to hold their New Shares in uncertificated form they should contact the Company's registrar.

19.18 All third party information in this Prospectus has been identified as such by reference to its source and in each instance has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by the relevant party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

19.19 The existing issued Shares in the Company will represent 76.1% of the ordinary share capital of the Company immediately following completion of the Offer, assuming the Offer is fully subscribed, including full utilisation of the over-allotment facility, at an Offer Price of 54.0p and, on that basis, Shareholders who do not receive New Shares will, therefore, be diluted by 23.9%.

19.20 The Company and the Directors consent to the use of the Prospectus, and accept responsibility for the content of the Prospectus, with respect to subsequent resale or final placement of securities by financial intermediaries, from the date of the Prospectus until the close of the Offer. The Offer will close on or before 29 September 2022. There are no conditions attaching to this consent. Financial intermediaries may use the Prospectus only in the UK.

19.21 In the event of an offer being made by a financial intermediary, the financial intermediary will provide information to investors on the terms and conditions of the offer at the time that the offer is made. Any financial intermediary using the Prospectus has to state on its website that it uses the Prospectus in accordance with the consent set out in paragraph 19.20 above and the conditions attached thereto.

DOCUMENTS AVAILABLE FOR INSPECTION

The Company's memorandum and Articles and the Prospectus are available for inspection at the registered office of the Company at 6th Floor, 33 Holborn, London EC1N 2HT, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document until closing of the Offer and may also be inspected at the Company's website address at www.octopusinvestments.com.

30 September 2021

DEFINITIONS

The following definitions apply throughout this document, unless otherwise expressed or the context otherwise requires:

"Admission"	the admission of New Shares to trading on the London Stock Exchange's main market for listed securities
"Advised Investors"	investors under the Offer who receive advice from their financial intermediaries
"Applicant"	a person applying for New Shares under the Offer
"Application"	an application for New Shares under the Offer
"Application Form"	the application form relating to the Offer which can be found on the Company's website
"Articles"	the articles of association of the Company
"Board" or "Directors"	the board of directors of the Company
"CA 1985"	Companies Act 1985
"CA 2006"	Companies Act 2006
"Company" or "Apollo"	Octopus Apollo VCT plc
"Dividend Reinvestment Scheme" or "DRIS"	the Company's dividend reinvestment scheme, details of which are set out in Part One
"EU MiFID II"	Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID") and Regulation (EU) No 600/2014 of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 ("MiFIR"), and together with MiFID, "MiFID II"
"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 10 November 2021 (or any adjournment thereof)
"HMRC"	HM Revenue and Customs
"Howard Kennedy"	Howard Kennedy Corporate Services LLP
"IRR"	the aggregate annual compound internal rate of return
"Investment Policy"	the Company's investment policy from time to time
"ITA 2007"	Income Tax Act 2007, as amended
"Knowledge Intensive Company"	a company satisfying the conditions in Section 331(A) of Part 6 ITA 2007.
"Listing Rules"	the listing rules of the FCA

"London Stock Exchange"	London Stock Exchange plc
"Merger"	the merger of Octopus Apollo VCT 1 plc, Octopus Apollo VCT 2 plc and Octopus Apollo VCT 4 plc with the Company that completed on 27 September 2012
"Money Laundering Regulations"	The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
"NAV"	net asset value
"New Shares"	Shares being offered under the Offer (and each a "New Share")
"Octopus", the "Manager" or the "Receiving Agents"	Octopus Investments Limited
"Octopus Apollo Team"	those persons set out on pages 25 to 27
"OEICs"	open-ended investment companies
"Offer"	the offer for subscription by the Company for New Shares in respect of the tax years 2021/22 and 2022/23 contained in this document
"Offer Agreement"	the offer agreement dated 30 September 2021 between the Company, the Directors, the Manager and Howard Kennedy, details of which are set out in Part Five
"Offer Price"	the price per Offer Share, as set out in Part One
"Official List"	the official list maintained by the FCA
"Prospectus"	this document
"Prospectus Rules"	the prospectus rules made in accordance with the EU Prospectus Directive 2003/71/EC
"Qualifying Company"	a company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007
"Qualifying Investments"	shares in, or securities of, a Qualifying Company held by a VCT which meets the requirements described in chapter 4 of Part 6 ITA 2007
"Qualifying Subscriber"	an individual who subscribes for New Shares and is aged 18 or over and satisfies the conditions of eligibility for tax relief available to investors in a VCT
"Regulatory Information Service"	a regulatory information service that is on the list of regulatory information services maintained by the FCA
"Resolutions"	the resolutions to be proposed at the General Meeting (and each a "Resolution")
"Risk Finance State Aid"	State aid received by a company as defined in Section 280B (4) of ITA
"Shareholders"	holders of Shares (and each a "Shareholder")

“Shares”	ordinary shares of 10p each in the capital of the Company (and each a “Share”)
“TCGA 1992”	Taxation of Chargeable Gains Act 1992
“Terms and Conditions”	the terms and conditions of Application, contained in this document on pages 64 to 70
“UK MiFID Laws”	(1) the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701), The Data Reporting Services Regulations 2017 (SI 2017/699) and the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2017 (SI 2017/488), and any other implementing measure which operated to transpose EU MiFID II in to UK law before 31 January 2020 (as amended and supplemented from time to time including by: (1) Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; (2) The Financial Regulators’ Powers (Technical Standards etc.) and Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2019 (SI 2019/576); (3) The Financial Services (Miscellaneous) (Amendment) (EU Exit) Regulations 2019); and (4) The Financial Services (Electronic Money, Payment Services and Miscellaneous Amendments) (EU Exit) Regulations 2019; and (ii) the UK version of Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by: (a) Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; (b) The Financial Regulators’ Powers (Technical Standards etc.) and Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2019 (SI 2019/576); (c) The Financial Services (Miscellaneous) (Amendment) (EU Exit) Regulations 2019; and (d) The Financial Services (Electronic Money, Payment Services and Miscellaneous Amendments) (EU Exit) Regulations 2019
“UK PRIIPs Laws”	the UK version of the EU Packaged Retail Investment and Insurance Products Regulations which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Packaged Retail and Insurance-based Investment Products (Amendment)(EU Exit) Regulations 2019 (February 2019) and the Cross-Border Distribution of Funds, Proxy Advisors, Prospectus and Gibraltar (Amendment) (EU Exit) Regulations 2019
“venture capital trust” or “VCT”	a company which is, for the time being, approved as a venture capital trust under Section 259 of the ITA 2007
“VCT Rules”	Part 6 ITA 2007 and every other statute (including any orders, regulations or other subordinate legislation made under them) for the time being in force concerning VCTs

TERMS AND CONDITIONS

The following terms and conditions apply to the Offer. The section headed "Application Procedure" as set out below also forms part of these terms and conditions of Application.

The maximum amount to be raised by the Company is £75 million. The Offer is conditional upon the passing by Shareholders of Resolutions 1 and 3 at the General Meeting. The Offer will close earlier if fully subscribed. The Board reserves the right to close the Offer earlier and to accept Applications and issue New Shares at any time following the receipt of valid Applications. The minimum investment is £5,000.
The contract created with the Company by the acceptance of an Application (or any proportion of it) under the Offer will be conditional on acceptance being given by the Receiving Agents and admission of the New Shares allotted in the Company subject to the Offer to the Official List (save as otherwise resolved by the Board).
The right is reserved by the Company to present all cheques and banker's drafts for payment on receipt and to retain share certificates and Application monies pending clearance of successful Applicants' cheques and bankers' drafts. The Company may treat Applications as valid and binding even if not made in all respects in accordance with the prescribed instructions and the Company may, at its discretion, accept an Application in respect of which payment is not received by the Company. If any Application is not accepted in full or if any contract created by acceptance does not become unconditional, the Application monies or, as the case may be, the balance thereof (save where the amount is less than the Offer Price of one New Share will be donated to charity) will be returned (without interest) by returning each relevant Applicant's cheque or banker's draft or by crossed cheque in favour of the Applicant, through the post at the risk of the person(s) entitled thereto. In the meantime, Application monies will be retained by the Receiving Agents in a separate account.
By completing and delivering an Application Form, you:

I. irrevocably offer to subscribe for New Shares in the Company under the Offer in the monetary amount specified in your Application Form (or such lesser amount for which your Application is accepted), which shall be used to purchase the New Shares at the Offer Price on the terms of and subject to this document and subject to the memorandum and articles of association of the Company.);

II. agree that your Application may not be revoked and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to, or (in the case of delivery by hand) on receipt by, the Receiving Agents of your Application Form;

III. agree and warrant that your cheque or banker's draft may be presented for payment on receipt and will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive certificates in respect of the New Shares allotted to you until you make payment in cleared funds for such New Shares and such payment is accepted by the Company in its absolute discretion (which acceptance shall be on the basis that you indemnify it and the Receiving Agents against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the Company of such late payment, the Company may (without prejudice to their other rights) rescind the agreement to subscribe such New Shares and may issue such New Shares to some other person, in which case you will not be entitled to any payment in respect of such New Shares, other than the refund to you, at your risk, of the proceeds (if any) of the cheque or banker's draft accompanying your Application, without interest;

IV. agree that if, following the issue of all or any New Shares applied for pursuant to the Offer, your remittance is not honoured on first presentation, the New Shares may, forthwith upon payment by Octopus (or such other person as it may nominate) of the Offer Price of those New Shares to the Company, be transferred to Octopus or such other person as Octopus may direct at the relevant Offer Price per New Share and any director of the Company is hereby irrevocably appointed and instructed to

complete and execute all or any form(s) of transfer and/or any other documents in relation to the transfer of those New Shares to Octopus or such other person as Octopus may direct and to do all such other acts and things as may be necessary or expedient, for the purpose of or in connection with, transferring title to those New Shares to Octopus, or such other person, in which case you will not be entitled to those New Shares or any payment in respect of such New Shares.

V. agree that, in respect of those New Shares for which your Application is received and is not rejected, your Application may be accepted at the election of the Company either by notification to the London Stock Exchange of the basis of allocation and allotment, or by notification of acceptance thereof to the Receiving Agents;

VI. agree that any monies refundable to you by the Company may be retained by the Receiving Agents pending clearance of your remittance and any verification of identity which is, or which the Company or the Receiving Agents may consider to be, required for the purposes of the Money Laundering Regulations and that such monies will not bear interest;

VII. authorise the Receiving Agents to send share certificates and tax certificates in respect of the number of New Shares for which your Application is accepted and/or a crossed cheque for any monies returnable, by post, without interest, to your address set out in the Application Form and to procure that your name is placed on the register of members of the Company in respect of such New Shares. There may be a cost to replace share certificates and tax certificates;

VIII. 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 the 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;

IX. confirm that, in making such Application, you are not relying on any information or representation in relation to the 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);

X. irrevocably authorise the Receiving Agents to do all things necessary to effect registration of any New Shares subscribed by or issued to you into your name and authorise any representative of the Receiving Agents to execute any document required therefore;

XI. agree that, having had the opportunity to read this document, you shall be deemed to have had notice of all information and statements concerning the Company and the Offer contained therein;

XII. confirm that you have reviewed the restrictions contained in paragraph 6 below and warrant that you are not a "US Person" as defined in the United States Securities Act of 1933 ("Securities Act") (as amended), nor a resident of Canada and that you are not applying for any Shares with a view to their offer, sale or delivery to or for the benefit of any US Person or a resident of Canada;

XIII. declare that you are an individual aged 18 or over;

XIV. agree that all documents and cheques sent by post to, by or on behalf of either the Company or the Receiving Agents, will be sent at the risk of the person entitled thereto;

XV. agree, on request by the Company or Octopus, to disclose promptly in writing to Octopus, any information which Octopus may reasonably request in connection with your Application including, without limitation, satisfactory evidence of identity to ensure compliance with the Money Laundering Regulations and authorise the Company or Octopus to disclose any information relating to your Application as the Company or Octopus consider appropriate;

XVI. agree that Octopus will not treat you as its customer by virtue of your Application being accepted or owe you any duties or responsibilities concerning the price of the New Shares subject to the Offer or the suitability for you of an investment in New Shares subject to the Offer or be responsible to you for providing the protections afforded to its customers;

XVII. where applicable, authorise the Company to make on your behalf any claim to relief from income tax in respect of any dividends paid by the Company;

XVIII. declare that the Application Form has been completed to the best of your knowledge;

XIX. undertake that you will notify the Company if you are not or cease to be either a VCT qualifying subscriber or beneficially entitled to the New Shares;

XX. declare that a loan has not been made to you or any associate, which would not have been made or would not have been made on the same terms, but for you offering to subscribe for, or acquiring, New Shares under the 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

XXI. agree that information provided on the Application Form may be provided to the registrars and Receiving Agents to process shareholdings details and send notifications to you. Information on Octopus' privacy policy can be found out: https://octopusinvestments.com/privacy-notice/ and Shareholders who have any questions or queries on the policy should contact Octopus' data protection officer at: [email protected]; and

XXII. undertake that you will notify Computershare Investor Services plc (the "Registrar"), the Companies' registrar, of any changes to your address or bank details. The Registrar currently charges for replacement share certificates or dividend payments, for more information please call Computershare on 0370 703 6327 (Octopus Apollo)

No person receiving a copy of this document, covering correspondence or an Application Form in any territory other than the UK, may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form could lawfully be used without contravention of any regulations or other legal requirements. It is the responsibility of any person outside the UK wishing to make an Application to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid by such territory.
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 or sold in the United States of America, its territories or possessions or other areas subject to its jurisdiction (the "USA"). In addition, the New Shares have not been and will not be registered under the United States Investment Company Act of 1940, as amended. Octopus will not be registered under the United States Investment Advisers Act of 1940, as amended. No Application will be accepted if it bears an address in the USA.
The basis of allocation will be determined by the Company (after consultation with Octopus) in its absolute discretion. The right is reserved by the Board to reject in whole or in part and scale down and/or ballot any Application or any part thereof including, without limitation, Applications in respect of which any verification of identity which the Company or Octopus consider may be required for the purposes of the Money Laundering Regulations has not been satisfactorily supplied. Dealings prior to the issue of certificates for New Shares will be at the risk of Applicants. A person so dealing must recognise the risk that an Application may not have been accepted to the extent anticipated or at all.
Money Laundering Regulations

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 the sterling equivalent of €15,000 (approximately £[13,000] as at the date of this document) or who invest using third party cheques. 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 independent financial adviser.

If within a reasonable period of time following a request for verification of identity, and in any case by no later than 3.00 pm 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 Company to undertake proceedings to recover any loss suffered by it 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.

Costs of the Offer

For all investors, the Offer Price per New Share will be determined by a formula reflecting the NAV per Share adjusted for an allowance for the majority of the costs of the Offer. The formula is: the most recently announced NAV per Share, divided by 0.945.

Applicants whose valid applications are received prior to 29 October 2021 will benefit from the costs of the Offer being reduced by 2%. Applicants will receive this reduction in the form of additional New Shares, which will be paid for by Octopus. Octopus may at its discretion further reduce the costs of the Offer or extend the above deadline.

Applicants whose valid applications are received on or after 29 October 2021 and prior to 10 December 2021 will benefit from the costs of the Offer being reduced by 1%. Applicants will receive this reduction in the form of additional New Shares, which will be paid for by Octopus. Octopus may at its discretion further reduce the costs of the Offer or extend the above deadline.

The Company announces its NAV on at least a six monthly basis. Where the share price for the Company has been declared ex-dividend on the London Stock Exchange, the NAV used for determining the Offer Price for the Company will be ex-dividend. In respect of the Offer, the NAV per New 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 application funds, these will be returned to applicants without interest, except where the amount is less than the Offer Price of one New Share in which case it will be donated to charity.

In consideration for promoting the Offer, the Company will pay an initial charge of 3% of the gross sums invested in the Offer to Octopus. This is payable in the same way on all subscriptions to the Offer. From this sum Octopus will discharge all external costs of advice and the Company's and their own costs in respect of the Offer. In addition, there are then four categories of options, which are determined by the

circumstances of each investor and their explicit instructions, in respect of which payments can be made to advisers and other intermediaries. These are as follows:

1) A direct investment

Investors who have not invested their money through a financial intermediary/adviser and have invested directly into the Company.

In consideration for promoting the Offer, if an application is made directly (not through an intermediary) then the Company will pay Octopus an additional initial charge of 2.5% of the investment amount and an additional annual ongoing charge of 0.5% of the investment amount’s latest NAV for up to nine years, provided the investor continues to hold the Shares.

2) An advised investment where advice is received for an upfront fee with an ongoing adviser charge

Investors who have invested in the Offer through a financial intermediary/adviser and have received upfront advice and will receive ongoing advice.

The Company can facilitate a payment on behalf of an investor to an intermediary/adviser (an ‘initial adviser charge’) of up to 2.5% of the investment amount. If the investor has agreed with his/her intermediary/adviser to pay a lower initial adviser charge, the balance (up to a maximum of 2.5%) will be used for the issue and allotment of New Shares for the investor, issued at the most recently announced NAV per Share, divided by 0.945 as set out above.

The Company can also facilitate annual payments to an intermediary/adviser (‘ongoing adviser charges’) in respect of ongoing advisory services provided by the intermediary/adviser to the investor of up to 0.5% per annum of the investment amount’s latest NAV for up to nine years whilst the investor continues to hold the New Shares. If the investor chooses to pay their adviser less than 0.5% annually, the remaining amount will be used for the issue and allotment of additional New Shares for the investor, at the then most recently announced NAV per Share. Any residual amount less than the cost of a New Share will be donated to a charity approved by the Board.

If the investor terminates their relationship with the intermediary/adviser then the Company will not make any further payments of ongoing adviser charges to that intermediary/adviser. The Company will facilitate ongoing adviser charges to a new adviser if an investor changes their adviser and requests the ongoing adviser charge to be paid to their new adviser

3) An advised investment where advice is received for an upfront fee with no ongoing adviser charge

Investors who have invested in the Offer through a financial intermediary/adviser and have received upfront advice including investors who are investing through intermediaries/advisers using financial platforms.

Where an investor agreed to an upfront fee only, the Company can facilitate a payment of an initial adviser charge of up to 4.5% of the investment amount. If the investor chooses to pay their intermediary/adviser less than the maximum initial adviser charge, the remaining amount will be used for the issue and allotment of additional New Shares for the investor, issued at the

most recently announced NAV per Share, divided by 0.945 as described above. In these circumstances the Company will not facilitate ongoing annual payments.

In both cases (2) or (3), should the investor choose to pay the adviser more than 2.5% or 4.5% respectively, the excess amount will have to be settled by the investor directly with the adviser.

4) A non-advised investment using an intermediary

Investors who have invested their money through a financial intermediary and have not received advice.

These charges may, according to the proportion of Advised Investors where advice is received for an upfront fee only, create some limited reduction of the NAV per Share immediately subsequent to subscriptions in the Offer being made. This effect will be mitigated and is ultimately expected to be more than compensated, for continuing investors, by the expected benefits derived from a larger pool of investable funds and the financial benefit in subsequent periods of the absence of ongoing adviser charges in respect of such investments.

The reinvestment arrangements relating to ongoing adviser charges which are described above will only operate for so long as an investor remains the holder of the New Shares. Any purchaser of those Shares will not benefit from the reinvestment arrangements set out above irrespective of the adviser charges which they have agreed with their adviser. This therefore means that any purchaser of New Shares will not benefit from the issue or allotment of any additional New Shares under the arrangements set out above.

Any additional New Shares which are issued under the arrangements which are described above will be issued in full and final satisfaction of any cash sums which would otherwise be due to the investor. The Company does not hereby accept or assume or undertake any liability or obligation of any nature whatsoever to any adviser as regards the payment of any adviser charges (whether such charges are initial adviser charges or ongoing adviser charges). The role of the Company is simply to facilitate such payments to the extent permitted by applicable rules and regulations.

The above payments are subject to any future changes in the applicable rules and regulations.

Example

On the assumption that an investor does not receive any advice in respect of their Application, an illustration of the pricing formula for an aggregate investment of £10,000 under the Offer (using the most recently published unaudited NAV of the Company as at the date of this document) is set out below:

Unaudited NAV as at the date of the Prospectus (p)	Offer Price (p)	Application (£)	Number of New Shares to be allotted
51.0	54.0	£10,000	18,518

The Offer Price may vary between allotments based on the movement in the published NAV of the Shares. The initial costs of the Offer are capped at 7.5% of the gross proceeds of the Offer. Octopus has agreed to indemnify the Company against the costs of the Offer in excess of this amount.

ANNEX I

TERMS AND CONDITIONS OF THE DIVIDEND REINVESTMENT SCHEME (THE "DRIS") OF THE COMPANY

Elections to participate in the DRIS should be addressed to the DRIS Administrator, Computershare Investor Services plc ("DRIS Administrator") in accordance with condition 11 and will only be effective for dividends to be paid 15 days following receipt of the election by the DRIS Administrator.
(a) The Company, acting through the DRIS Administrator, shall have absolute discretion to accept or reject elections. An applicant shall become a member of the DRIS upon acceptance of his or her election by the DRIS Administrator on the Company's behalf ("Participants"). The DRIS Administrator will provide written notification if an election is rejected. Only registered shareholders of the Company ("Shareholders") may join the DRIS.

(b) The Company shall apply dividends to be paid to Participants on ordinary shares of 10p each ("Shares") in the Company in respect of which an election has been made in the allotment of further Shares. The DRIS Administrator shall not have the discretion, and Participants may not instruct the DRIS Administrator, to apply those dividends ("funds") towards any investments other than investment in Shares as set out in this condition 2(b).

(c) Participants who are Shareholders may only participate in the DRIS if all Shares registered in their name are mandated to the DRIS.

(d) By joining the DRIS, Participants instruct the DRIS Administrator that the mandate will apply to the full number of Shares held by them in respect of which the election is made, as entered onto the share register of the Company from time to time.

(e) In relation to new Shares to be allotted in relation to a dividend such Shares will only be allotted to the registered shareholder and not any beneficial holder. Nominee Participants shall not be entitled to instruct the DRIS Administrator to allot Shares to a beneficial holder (and Participants are advised to read condition 15 in respect of the consequences for VCT Tax reliefs).

(a) On or as soon as practicable after a day on which a dividend on the Shares is due to be paid to a Participant or, if such day is not a dealing day on the London Stock Exchange, the dealing day thereafter ("Payment Date"), the Participant's funds held by the Company shall, subject to conditions 9, 10 and 19 overleaf and the Company having the requisite shareholder authorities to allot Shares, be applied on behalf of that Participant to subscribe for the maximum number of whole new Shares which can be allotted with the funds.

(b) The number of Shares to be allotted to a Participant pursuant to condition 3(a) above shall be calculated by dividing the Participant's funds by the greater of (i) the last published net asset value per existing Share or (ii) the mid market price per Share as quoted on the London Stock Exchange at the close of business on the 10th business day preceding the date of issue of such Shares. Shares will not be allotted at less than their nominal value.

(c) Fractional entitlements will not be allotted and any residual cash balance of less than the amount required to subscribe for a further new Ordinary Share, as set out in 3(b) above, will be donated to a registered charity at the discretion of the Company.

(d) The Company shall not be obliged to allot Shares under the DRIS to the extent that the total number of Shares allotted by the Company pursuant to the DRIS in any financial year would exceed 10% of the aggregate number of Shares on the first day of such financial year.

(e) The Company shall immediately after the subscription of Shares in accordance with the condition at 3(a) above take all necessary steps to ensure that those Shares shall be admitted to the Official

List and to trading on the premium segment of the main market of the London Stock Exchange, provided that, at the time of such subscription, the existing Shares in issue are so admitted to the Official List and to trading on the premium segment of the main market of the London Stock Exchange.

The DRIS Administrator shall as soon as practicable after the allotment of Shares in accordance with condition 3 procure (i) that the Participants are entered onto the Share Register of the Company as the registered holders of those Shares (ii) that share certificates (unless such Shares are to be uncertified) and, where applicable, income tax vouchers ("Tax Vouchers") are sent to Participants at their own risk and (iii) that Participants receive a statement detailing:

(a) the total number of Shares held at the record date for which a valid election was made;
(b) the number of Shares allotted;
(c) the price per Share allotted;
(d) the cash equivalent of the Shares allotted; and
(e) the date of allotment of the Shares.

All costs and expenses incurred by the DRIS Administrator in administering the DRIS will be borne by the Company.
Each Participant warrants to the DRIS Administrator that all information set out in the application form on which the election to participate in the DRIS is contained is correct and to the extent any of the information changes he or she will notify the changes to the DRIS Administrator and that during the continuance of his or her participation in the DRIS he or she will comply with the provisions of condition 7 below.
The right to participate in the DRIS will not be available to any person who is a citizen, resident or national of, or who has a registered address in, any jurisdiction outside the UK unless such right could properly be made available to such person. No such person receiving a copy of the DRIS documents may treat them as offering such a right unless an offer could properly be made to such person. It is the responsibility of any Shareholder wishing to participate in the DRIS to be satisfied as to the full observance of the laws of the relevant jurisdiction(s) in connection therewith, including obtaining any governmental or other consents which may be required and observing any other formalities needing to be observed in any such jurisdiction(s).
Participants acknowledge that the DRIS Administrator is not providing a discretionary management service. Neither the DRIS Administrator nor the Company shall be responsible for any loss or damage to Participants as a result of their participation in the DRIS unless due to the negligence or wilful default of the DRIS Administrator or the Company or their respective employees and agents.
Participants may:

(a) at any time by notice to the DRIS Administrator terminate their participation in the DRIS and withdraw any funds held by the Company on their behalf; and
(b) in respect of Shares they hold as nominee and subject to condition 2(e), give notice to the DRIS Administrator that, in respect of a forthcoming Payment Date, their election to receive Shares is only to apply to a specified amount due to the Participant as set out in such notice.

Such notices shall not be effective in respect of the next forthcoming Payment Date unless it is received by the DRIS Administrator at least 15 days prior to such Payment Date. In respect of notices under (a) above, such notice will be deemed to have been served where the Participant ceases to hold any Shares. Upon receipt of notice of termination, all funds held by the Company on the Participant's behalf shall be returned to the Participant as soon as reasonably practical at the address set out in

The Company shall be entitled at its absolute discretion, at any time and from time to time to:

(a) suspend the operation of the DRIS;
(b) terminate the DRIS without notice to the Participants; and/or
(c) resolve to pay dividends to Participants partly by way of cash and partly by way of new Shares pursuant to the DRIS.

Participants who wish to participate in the DRIS in respect of new Shares to be issued pursuant to a prospectus or top-up offer document may tick the relevant box on the applicable application form.

Participants who wish to participate in the DRIS and who already have Shares issued to them held in certificated form, i.e. not in CREST, should complete and sign a Mandate Form and return it no later than 15 days prior to the dividend payment date to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Personalised Mandate Forms can be obtained from Capita Asset Services at the address above or by telephoning +44 (0) 371 664 0324. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Capita Asset Services are open between 9 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales.

Participants who wish to participate in the DRIS and who already have Shares issued to them held in uncertificated form in CREST (and were in uncertificated form as at the relevant record date), can only elect to receive a dividend in the form of new Shares by means of the CREST procedure to effect such an election. No other method of election will be permitted under the DRIS and will be rejected. By doing so, such Shareholders confirm their election to participate in the DRIS and their acceptance of the DRIS terms and conditions. If a Participant is a CREST sponsored member, they should consult their CREST sponsor, who will be able to take appropriate action on their behalf. All elections made through the CREST system should be submitted using the Dividend Election Input Message in accordance with the procedures as stated in the CREST Reference Manual. The Dividend Election Input Message submitted must contain the number of Shares on which the election is being made. If the relevant field is left blank or completed with zero, the election will be rejected. If a Participant enters a number of Shares greater than the holder in CREST on the relevant record date for dividend the system will automatically amend the number down to the record date holding. When inputting the election, a 'single drip' election should be selected (the Corporation Action Number for this can be found on the CREST GUI). Evergreen elections will not be permitted. Participants who wish to receive new Shares instead of cash in respect of future dividends, must complete a Dividend Election Input Message on each occasion otherwise they will receive the dividend in cash. Elections through CREST should be received by CREST no later than 5.00 pm on such date that is at least 15 days before the dividend payment date for the relevant dividend in respect of which you wish to make an election. Once an election is made using the CREST Dividend Election Input Message it cannot be amended. Therefore, if a CREST Shareholder wishes to change their election, the previous election would have to be cancelled.

A written mandate form will remain valid for all dividends paid to the Participant by the Company until such time as the Participant gives notice in writing to Capita Asset Services that he no longer wishes to participate in the DRIS.
The Company shall be entitled to amend the DRIS Terms and Conditions on giving one month's notice in writing to all Participants. If such amendments have arisen as a result of any change in statutory or other regulatory requirements, notice of such amendment will not be given to Participants unless in the Company's opinion the change materially affects the interests of the Participants. Amendments to the DRIS Terms and Conditions which are of a formal, minor or technical nature or made to correct a manifest error and which do not adversely affect the interests of Participants may be effected without notice.

By ticking the relevant election box and completing and delivering the application form, the Participant:

(a) agrees to provide the Company with any information which it may request in connection with such application and to comply with legislation relating to venture capital trusts or other relevant legislation (as the same may be amended from time to time); and

(b) declares that a loan has not been made to the Participant on whose behalf the Shares are held or any associate of either of them, which would not have been made or not have been made on the same terms but for the Participant electing to receive new Shares and that the Shares are being acquired for bona fide investment purposes and not as part of a DRIS or arrangement the main purposes of which is the avoidance of tax.

Elections by individuals for Shares should attract applicable VCT tax reliefs (depending on the particular circumstances of an individual) for the tax year in which the Shares are allotted provided that the issue of Shares under the DRIS is within the investor's annual £200,000 limit. Participants and beneficial owners are responsible for ascertaining their own tax status and liabilities and neither the DRIS Administrator nor the Company accepts any liability in the event that tax reliefs are not obtained. Beneficial owners of shares held through nominees should obtain tax advice in relation to their own particular circumstances. The Tax Voucher can be used to claim any relevant income tax relief either by obtaining from the HM Revenue & Customs an adjustment to the Participant's tax coding under the PAYE system or by waiting until the end of the year and using the Self Assessment Tax Return.
The Company will subject to conditions 9, 10 and 19, issue Shares in respect of the whole of any dividend payable (for the avoidance of doubt irrespective of whether the amount of allotment is greater than any maximum limits imposed from time to time to be able to benefit from any applicable VCT tax reliefs) unless the DRIS Administrator has been notified to the contrary in writing at least 15 days before a Payment Date.
Shareholders electing to receive Shares rather than a cash dividend will be treated as having received a normal dividend. Shareholders qualifying for VCT tax reliefs should not be liable to income tax on shares allotted in respect of dividends from qualifying VCT shares.
For capital gains tax purposes, Shareholders who elect to receive Shares instead of a cash dividend are not treated as having made a capital disposal of their existing Shares. The new Shares will be treated as a separate asset for capital gains purposes.
The Company shall not be obliged to accept any application or issue Shares hereunder if the Directors so decide in their absolute discretion. The Company may do or refrain from doing anything which, in the reasonable opinion of the Directors, is necessary to comply with the law of any jurisdiction or any rules, regulations or requirements of any regulatory authority or other body, which is binding upon the Company or the DRIS Administrator.
The amount of any claim or claims a Participant has against the Company or the DRIS Administrator shall not exceed the value of such Participant's Shares in the DRIS. Nothing in these DRIS Terms and Conditions shall exclude the Company or the DRIS Administrator from any liability caused by fraud, wilful default or negligence. Neither the Company nor the DRIS Administrator will be responsible for:

(a) acting or failing to act in accordance with a court order of which the DRIS Administrator has not been notified (whatever jurisdiction may govern the court order); or

(b) forged or fraudulent instructions and will be entitled to assume that instructions received purporting to be from an Shareholder (or, where relevant, a nominee) are genuine; or

(c) losses, costs, damages or expenses sustained or incurred by an Shareholder (or, where relevant, a nominee) by reason of industrial action or any cause beyond the control of the Company or the

DRIS Administrator, including (without limitation) any failure, interruption or delay in performance of the obligations pursuant to these DRIS Terms and Conditions resulting from the breakdown, failure or malfunction of any telecommunications or computer service or electronic payment system or CREST; or

(d) any indirect or consequential loss.

These DRIS Terms and Conditions are for the benefit of a Participant only and shall not confer any benefits on, or be enforceable by, a third party and the rights and/or benefits a third party may have pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded to the fullest possible extent.
All notices and instructions to be given to the DRIS Administrator shall be in writing and delivered or posted to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
These DRIS Terms and Conditions shall be governed by, and construed in accordance with, English law and each Participant submits to the jurisdiction of the English courts and agrees that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with the DRIS in any other manner permitted by law or in any court of competent jurisdiction.

Shareholders who are in any doubt about their tax position should consult their independent financial adviser.

List of Advisers to the Company

| Investment Manager, Administrator and Receiving Agent | Octopus Investments Limited
6^{th} Floor
33 Holborn
London EC1N 2HT |
| --- | --- |
| Company Secretary | Octopus Company Secretarial Services Limited |
| Auditor | BDO LLP
55 Baker Street
London, W1U 7EU |
| Solicitor | Howard Kennedy LLP
1 London Bridge
London SE1 9BG |
| Sponsor | Howard Kennedy Corporate Services LLP
1 London Bridge
London SE1 9BG |
| Tax adviser | Philip Hare & Associates LLP
Suite C
First Floor
4-6 Staple Inn
London WC1V 7QH |
| Registrar | Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS99 6ZY |
| VCT status monitor | PricewaterhouseCoopers
1 Embankment Place
London WC2N 6RH |

0800 316 2295

[email protected]

octopusinvestments.com

Octopus Investments

33 Holborn

London EC1N 2HT

AI assistant

OCTOPUS APOLLO VCT PLC — Capital/Financing Update 2021

4856_rns_2021-10-08_0830bd9f-5008-4019-905f-d2b103b9354e.pdf

Octopus Apollo VCT Prospectus

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

SUMMARY

Introduction and Warnings

Key Information on the Issuer

Key Information on the Securities

RISK FACTORS

Risk factors relating to the Company

Risk factors relating to the Shares

GENERAL

Forward-Looking Statements

Governing Law

Non-Mainstream Pooled Investment Status and UK MiFID Laws

Websites

Withdrawal

Accessing Smaller Companies through a VCT

Investment Approach

Portfolio and Performance

Five Year Performance

Portfolio Activity

Exits

COVID-19 Update

Octopus Apollo Team

The Offer

Murray Steele

Octopus Apollo VCT plc

PART ONE: THE OFFER

Introduction to the Offer

Terms of the Offer

Use of Funds

Intermediary Charges

Investment Strategy

Investment Policy

Tax Benefits for Investors

Dividend Policy and Dividend Reinvestment Scheme

Buyback Policy

The Board

Murray Steele (Chair)

Christopher Powles (Chair of the Audit Committee)

Alex Hambro

Claire Finn

The Octopus Apollo Team

Octopus Investments Funds under management

Performance History

Five Year Performance

Example Investments

The Safeguarding Company

What The Safeguarding Company does

The Safeguarding Company helps solve this problem

Why Apollo likes it

What Apollo's fund managers say

Turtl

Why Apollo likes it

What our fund managers say

Natterbox

Sova

Fuse Universal

PART TWO: TAX BENEFITS AND CONSIDERATIONS FOR INVESTORS

General

Tax Position of Investors under the Offer

Tax Benefits for VCT investors

1. Income Tax

1.1 Initial Income Tax relief

1.2 Dividend relief

1.3 Withdrawal of relief

2. Capital Gains Tax

2.1 Relief from capital gains tax on the disposal of VCT shares

3. Withdrawal of approval

4. Other tax considerations

4.1 Obtaining initial tax reliefs

4.2 Shareholders not resident in the UK

5. Tax Position of the Company

5.1 Qualification as a VCT

5.2 Taxation of a VCT

The Company

4 DIRECTORS' INTERESTS

5 DIRECTORS' LETTERS OF APPOINTMENT

OCTOPUS APOLLO VCT PLC Capital/Financing Update 2021