Regulatory Filings • Oct 7, 2016
Regulatory Filings
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OFFER FOR SUBSCRIPTION TO RAISE UP TO £15,000,000 BY THE ISSUE OF E ORDINARY SHARES OF 1 PENCE EACH
SECURITIES NOTE
(REGISTERED NUMBER 6421083)
Offer for subscription to raise up to £15,000,000* by the issue of E Ordinary Shares of 1 pence each in the capital of Triple Point Income VCT plc
If you are in any doubt as to the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or other authorised financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA").
This document constitutes a securities note (the "Securities Note"). Additional information relating to Triple Point Income VCT plc ("the Company") is contained in a registration document (the "Registration Document"). A brief summary conveying the essential characteristics of, and risks associated with, the Company and the new E Ordinary Shares ("E Ordinary Shares") which are being offered for subscription (the "Offer") is contained in a summary note (the "Summary"). The Securities Note, the Registration Document and the Summary together constitute a prospectus dated 7 October 2016 (the "Prospectus") which 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 7 October 2016.
The Company and the Directors, whose names appear on page 13 of this document, accept responsibility for the information contained in the Prospectus. To the best knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in the Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
Persons receiving this document should note that Howard Kennedy Corporate Services LLP, 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 Corporate Services LLP or providing advice in connection with any matters referred to herein.
The Ordinary Shares, the A Ordinary Shares, the C Ordinary Shares and the D Ordinary Shares in issue at the date of this document are listed on the premium segment of the Official List of the UK Listing Authority and traded on the London Stock Exchange's main market for listed securities. An application has been made to the UK Listing Authority for all of the issued and to be issued E Ordinary Shares to be listed on the premium segment of the Official List and an application will be made to the London Stock Exchange for the E Ordinary 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 within ten Business Days of their allotment.
The attention of persons receiving this document who are resident in, or who are citizens of, territories outside the United Kingdom is drawn to the information under the heading "Investors not resident in the UK" in Section B of Part 1. The E Ordinary Shares have not and will not be registered under the United States Securities Act 1933 (as amended) or the United States Investment Company Act 1940 (as amended). The attention of persons receiving this document is also drawn to the risk factors on pages 2 and 3 of this document.
The Offer is conditional upon the Minimum Net Proceeds of £3,000,000 being raised before 12 noon on 31 March 2017.
*If the Offer is over-subscribed, the Offer may be increased at the discretion of the Directors by up to a further £15,000,000.
Copies of this document are available for inspection on the National Storage Mechanism's website http://www.morningstar.co.uk/uk/ NSM following the date of publication and may be obtained free of charge for the duration of the Offer, by collection from:
Howard Kennedy Corporate Services LLP No 1 London Bridge, London, SE1 9BG The Triple Point Group 18 St. Swithin's Lane, London, EC4N 8AD
| 02 |
|---|
| 03 |
| SHARE OFFER BY THE COMPANY: CHAIRMAN'S LETTER | 04 |
|---|---|
| EXPECTED TIMETABLE IN RESPECT OF THE OFFER | 05 |
| OFFER STATISTICS | 05 |
| COSTS AND COMMISSIONS RELATING TO THE OFFER | 06 |
| SECTION A: INFORMATION RELATING TO THE COMPANY | 07 |
| SECTION B: TAX POSITION OF INVESTORS UNDER THE OFFER | 24 |
| SECTION C: TAX POSITION OF THE COMPANY | 26 |
| SECTION D: CURRENT INVESTMENT POLICY | 28 |
ADDITIONAL INFORMATION ON THE COMPANY
PART 3
DEFINITIONS
PART 4
TERMS AND CONDITIONS OF APPLICATION FOR SHARES
36
33
29
PAGE
The Company and the Directors consider the following risks to be material to the E Ordinary Shares and prospective Investors should consider these as well as the other information in the Prospectus before investing. Material risks relating to the Company are set out below and separately in the Registration Document. Also set out below are risks relating to the Company's investments, risks relating to tax reliefs including the Company's status as a VCT, and risks relating to the Investment Manager. Additional risks and uncertainties currently unknown to the Company and the Directors (such as changes in legal, regulatory or tax requirements), or which the Company and the Directors currently believe are immaterial to the E Ordinary Shares, may nevertheless also have a materially adverse effect on the market price of E Ordinary Shares.
free dividends for its Shareholders. In respect of the E Ordinary Share Fund, the Company aims to distribute from income generated by its investments up to 5 pence per E Ordinary Share in the financial year ending 31 March 2020 followed by a regular dividend of up to 5 pence per E Ordinary Share per annum for the remaining life of the E Ordinary Share Fund. The Company's ability to distribute dividends on an annual basis will be determined by the existence of realised profits, legislative requirements, and available cash reserves. There is no certainty as to any level of dividends. The dividend targets may not be achieved, and all dividend payments are subject to the VCT having adequate distributable reserves and cash reserves.
• Triple Point is committed to ensuring a timely exit for investors in line with the Investment Policy which, in the case of the E Ordinary Share Fund, is expected to be over a ten to twelve year timeframe with a possible early partial return of funds to Shareholders if market conditions present a good opportunity to do so. VCT shares are illiquid and consequently there is no guarantee that exits will be facilitated within the target timeframe and they may take much longer than expected.
but not limited to changes in inflation and interest rates. There can be no assurance that appreciation will occur or that losses will not be incurred. The ability of the Company to return funds to Shareholders may be adversely affected by illiquidity in underlying assets. It may be difficult to deal in investments for which there is no recognisable market or to obtain reliable information about their value or the extent of the risks to which such investments are exposed.
Losses may arise from such investments which may be exacerbated by changes in macro-economic conditions.
distribution or payments are made to investors) from capital 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 buy backs.
Company's responsibilities to represent the interests of Shareholders in different share classes. The Investment Manager maintains robust conflict of interest procedures to manage potential conflicts and issues are resolved at the discretion of the independent board of the Company.
• 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 Rules, the Listing Rules and the DGTRs.
Triple Point Income VCT plc 18 St. Swithin's Lane London EC4N 8AD
7 October 2016
I am pleased to introduce the Company's Offer for subscription of new E Ordinary Shares. An investment under the Offer will give individuals exposure to a portfolio of businesses focused on the delivery of infrastructure and industrial support services. Key objectives for the Offer are to provide regular tax free income and a return of capital over a ten to twelve year timeframe with a possible early partial return of funds to Shareholders, if market conditions present a good opportunity to do so.
The Investment Manager, Triple Point Investment Management LLP ("Triple Point"), will target VCT Qualifying Investments in small and medium-sized enterprises ("SMEs") with robust business plans and strong asset bases and which demonstrate a capacity for growth and cash generation.
Since inception the Company has raised over £58m and has a track record in a number of different sectors including; cinema digitisation, crematorium management, hydro electric power, landfill gas and SME lending.
| Total Shareholder return (unaudited) to date across all share classes | ||||||
|---|---|---|---|---|---|---|
| 30 June 2016 | Total dividends to date |
Shareholder Net Asset Value |
Total Shareholder return to date |
Total Shareholder return (including upfront tax relief) |
||
| TP Income 'A' Shares | 56.20p | 41.51p | 97.71p | 127.71p | ||
| TP Income 'O' Shares | 25.56p | 67.92p | 93.48p | 123.48p | ||
| TP Income 'C' Shares (Hydro VCT) |
0.00p | 105.72p | 105.72p | 135.72p | ||
| TP Income 'D' Shares (Hydro VCT 2) |
0.00p | 102.06p | 102.06p | 132.06 |
Following successfully realised investments in solar and anaerobic digestion investee companies the Ordinary Share Fund, as at 30 June 2016, had paid by way of dividends to Shareholders 25.56p per Ordinary Share. This brings the total return to 93.48p per Ordinary Share compared to a weighted average subscription share price of 83.6p per Ordinary Share.
The A Ordinary Share Fund as at 30 June 2016 had paid by way of dividends to Shareholders 56.20p per A Ordinary Share, bringing the total return to 97.71p. This compares to a weighted average subscription share price of 86.4p per A Ordinary Share.
The C Ordinary Share Fund invested £10.4m into the hydro electric power sector and recorded a profit over the financial year ending 31 March 2016 of 5.27p per C Ordinary Share. On 8 July 2016 C Ordinary Share Fund Shareholders received their first dividend of 5p per C Ordinary Share.
The offer for D Ordinary Shares closed on 30 April 2015 with a total of £14.3m being raised and £11.1m invested directly into the hydro electric power sector. Over the financial year ending 31 March 2016 the D Ordinary Share Fund recorded a profit of 2.19p per share and as at 30 June 2016 the unaudited NAV per D Ordinary Share stood at 102.06p.
The Company is seeking to raise £15m, with an over-allotment facility of up to a further £15m, which will be open from 7 October 2016 until 28 April 2017, unless fully subscribed at an earlier date or unless previously extended by the Directors, to a date no later than 2 October 2017.
The minimum investment into the Offer is £5,000 and can be invested in either or each of the 2016/17 and 2017/18 tax years. There is no maximum investment but the maximum investment which qualifies for up to 30% upfront income tax relief, provided Investors hold their E Ordinary Shares for five years, is £200,000. The proceeds of the Offer will constitute the E Ordinary Share Fund which will be kept separate from the Ordinary Share Fund, the A Ordinary Share Fund, the C Ordinary Share Fund and the D Ordinary Share Fund.
In order to qualify as a VCT, the Company must hold at least 70% of its total investments, including the proceeds of the Offer, in Qualifying Investments which comprise shares or securities (including loans with a five year or greater maturity period) issued by unquoted trading companies which exist wholly for the purpose of carrying on one or more qualifying trades. Triple Point and the Company will seek new investments into cash generative businesses with a capacity for growth which can provide a positive return to Investors in accordance with the Company's Investment Policy. For liquidity management purposes, Non-Qualifying Investments may be held as cash and made into investments which may be repurchased, redeemed, or paid out on no more than seven days' notice.
Since 2004 Triple Point has sourced over £600 million of funding for the SME sector and believes that, with continuing limited available funding from banks and private equity institutions and the need for SMEs to diversify their funding sources, Investors can achieve competitive returns from a well-managed portfolio of Qualifying Investments represented by the E Ordinary Share Fund.
The E Ordinary Share Fund intends to pay regular tax-free dividends, aiming to pay a dividend of up to 5 pence per E Ordinary Share in the financial year ending 31 March 2020 followed by a regular dividend of up to 5 pence per E Ordinary Share per annum for the remaining life of the E Ordinary Share Fund. The Company's ability to distribute dividends on an annual basis will be determined by the availability of distributable reserves, by legislative requirements and cash. The dividend targets may not be achieved and there is no certainty that any dividends will be paid.
You will find the Application Forms on the Company's website: http://www.triplepoint.co.uk. The Company recommends that potential Shareholders consult their financial advisers before making an investment in the Offer. In this connection, please note the risks outlined on pages 2 and 3 of this document.
I look forward to welcoming you as a Shareholder.
Yours Sincerely,
David Frank Chairman
| Expected Timetable in respect of the Offer | ||||
|---|---|---|---|---|
| Offer opens | 7 October 2016 | |||
| Deadline for receipt of applications and cleared funds for final allotment in 2016/17 tax year |
12 noon on Friday 31 March 2017 | |||
| Deadline for receipt of applications and cleared funds for final allotment in 2017/18 tax year |
12 noon on Thursday 27 April 2017 | |||
| First allotment | on or before 5 April 2017 | |||
| Offer closes | 28 April 2017 |
Admission and dealings expected to commence within ten Business Days of any allotment.
The deadline for receipt of applications is subject to the Offer not being fully subscribed by an earlier date. The final closing date of the Offer, and the deadline for receipt of applications for the final allotment in the 2017/18 tax year, may be extended by the Directors at their absolute discretion to a date no later than 2 October 2017. The Directors reserve the right to allot and issue E Ordinary Shares at any time whilst the Offer remains open. Definitive share and tax certificates will be despatched and CREST accounts credited as soon as practicable following allotment of E Ordinary Shares. The Offer is not underwritten.
| Offer Statistics | |
|---|---|
| Offer Price per E Ordinary Share | As determined by the E Ordinary Share Price Calculation* |
| Maximum costs of the Offer** | £1,500,000 |
| Maximum Net Proceeds of the Offer** | £28,500,000 |
| Minimum Net Proceeds of the Offer | £3,000,000 |
| Maximum number of E Ordinary Shares in issue following the Offer*** | 28,500,042 |
| Minimum number of E Ordinary Shares in issue following the Offer**** | 3,000,004 |
Authorised introducers: up to 3% of the gross amount invested by professional and execution-only clients may be paid to authorised introducers plus up to 0.5% of the NAV of the E Ordinary Share Fund paid annually in arrear for up to 10 years provided that the intermediary continues to act for the Investor and the Investor continues to act for the beneficial holder of the E Ordinary Shares.
* The E Ordinary Share Price Calculation is described on page 22
** Assuming a full subscription of £30,000,000, including the over allotment facility, and that the issue costs per E Ordinary Share are 5%.
*** Assuming a full subscription of £30,000,000, including the over allotment facility, a NAV per E Ordinary Share of 100 pence for the purpose of the E Ordinary Share Price Calculation, and that the average issue costs per E Ordinary Share are 5%. On the above assumptions, but assuming a NAV per E Ordinary Share of 90 pence for the purpose of the E Ordinary Share Price Calculation, the maximum number of E Ordinary Shares in issue following the Offer would be 31,666,613 E Ordinary Shares.
**** Assuming the Minimum Net Proceeds are received for allotment of E Ordinary Shares, a NAV per E Ordinary Share of 100 pence for the purpose of the E Ordinary Share Price Calculation and that the average issue costs per E Ordinary Share are 5%.
The Offer will not proceed unless valid subscriptions amount to not less than the Minimum Net Proceeds by 12 noon on 31 March 2017.
| Costs and details of the Offer | ||||
|---|---|---|---|---|
| Retail Clients | ||||
| Triple Point's fee* | 2.0% | |||
| Adviser charges | As agreed between an authorised financial adviser and the Investor. Triple Point can facilitate initial adviser charges which will reduce the amount subscribed under the Offer. On-going adviser charges cannot be facilitated. For further details see pages 22 and 23. |
|||
| Professional Clients and Execution-Only Clients | ||||
| Triple Point's fee* | 2.0% | |||
| Initial commission payable to authorised introducers* | Up to 3.0% | |||
| Trail commission payable to authorised introducers** | Up to 0.5% per annum, payable for up to 10 years |
* Of the aggregate value of accepted applications for E Ordinary Shares.
** Of each relevant Investor's holding in the E Ordinary Share Fund and provided the authorised introducer continues to act for the Investor and the Investor continues to be the beneficial owner of the E Ordinary Shares.
| Information on Triple Point Income VCT plc | ||||
|---|---|---|---|---|
| Directors (all non-executive) | David Frank (Chairman) Michael Stanes Simon Acland |
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| all of: Registered Office | 18 St. Swithin's Lane London EC4N 8AD |
|||
| Sponsor | Howard Kennedy Corporate Services LLP No. 1 London Bridge London SE1 9BG |
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| Solicitors | Howard Kennedy LLP No. 1 London Bridge London SE1 9BG |
|||
| Investment Manager, Administrator and Company Secretary |
Triple Point Investment Management LLP 18 St. Swithin's Lane London EC4N 8AD |
|||
| VCT Tax Adviser | Philip Hare & Associates LLP 4-6 Staple Inn Holborn London WC1V 7QH |
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| Auditors | Grant Thornton UK LLP 3140 Rowan Place John Smith Drive Oxford Business Park South Oxford OX4 2WB |
|||
| Registrars | Neville Registrars Limited Neville House 18 Laurel Lane Halesowen West Midlands B63 3DA |
|||
| Receiving Agent | Triple Point Administration LLP 18 St. Swithin's Lane London EC4N 8AD |
Key objectives for the Offer are to provide regular tax free income and a return of capital over a ten to twelve year timeframe with a possible early partial return of funds to Shareholders, if market conditions present a good opportunity to do so. The Offer enables Investors to take advantage of the substantial tax reliefs available to, and for investments in, VCTs, including up to 30% income tax relief on amounts invested.
The intention of the Offer is to raise capital for the E Ordinary Share Fund to enable it to acquire (and subsequently maintain) a portfolio of Qualifying Investments, where the focus will be on cash flow generative businesses with a capacity for growth and which can provide a positive return to Investors in accordance with the Company's Investment Policy. The Company will have the ability to invest the E Ordinary Share Fund in a variety of sectors but will target businesses focused on the delivery of infrastructure and industrial support services.
In a low interest rate environment it is important that the E Ordinary Share Fund is invested early in order to generate positive returns promptly. In order to achieve this, the E Ordinary Share Fund assets will be invested as quickly as possible into Qualifying Investments which meet the Company's Investment Policy and, for liquidity management purposes, into Non-Qualifying Investments which may be repurchased, redeemed, or paid out on no more than seven days' notice.
The Company will seek opportunities to return capital to holders of E Ordinary Shares from May 2027, or earlier, if market conditions present a good opportunity to do so.
The Company is seeking to raise up to £15,000,000 under the Offer. If the Offer is over-subscribed, the Offer may be increased at the discretion of the Directors by up to a further £15,000,000 in which event the Offer as set out in this Prospectus will be an offer for subscription of up to £30,000,000. The proceeds of the Offer will be applied in accordance with the Company's Investment Policy as set out on pages 10 and 11. The Offer is conditional upon the passing of Resolutions 1, 2, 4 and 5 to be proposed at the General Meeting, the Minimum Net Proceeds being raised before 12 noon on 31 March 2017 and HMRC confirming that the E Ordinary Shares to be issued under the Offer are eligible shares for VCT income tax relief purposes.
Launching an offer for E Ordinary Shares as opposed to an offer by a new VCT has the benefit of cost savings. Over the lifetime of the Company there should be a saving for the E Ordinary Share Fund in the fixed operating costs of the VCT as these are shared with the Ordinary Share Fund, the A Ordinary Share Fund, the C Ordinary Share Fund and the D Ordinary Share Fund.
The Offer will remain open until a date no later than 28 April 2017 unless fully subscribed at an earlier date or unless previously extended by the Directors, to a date no later than 2 October 2017. An application will be made for all of the E Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities.
The tax rules governing VCT investments make the Company tax efficient for those with UK income tax liabilities. Taxpayers should benefit from a reduction of up to £3,000 in their tax bill for every £10,000 invested, provided the E Ordinary Shares are held for a period of at least five years and so long as the Company maintains its VCTqualifying status.
Dividend income from the Company will be tax free and there will be no capital gains tax on a disposal of E Ordinary Shares.
| Maximum effect of initial tax relief (illustrative) | ||||
|---|---|---|---|---|
| No VCT tax relief | VCT tax relief | |||
| Initial investment | £200,000 | £200,000 | ||
| 30% income tax relief | Nil | (£60,000) | ||
| Effective current cost of the investment |
£200,000 | £140,000 |
This is a brief summary only and such tax benefits are subject to an Investor's individual circumstances. Investors are encouraged to seek their own independent tax advice. Further general information on the tax reliefs available for investing in a VCT is given in Section B of this Securities Note.
In light of the Offer and recent changes in VCT legislation, the Company is proposing to amend its Investment Policy and provide a clear explanation of the Company's investment objectives, its target asset allocation and the types of Qualifying Investments and Non-Qualifying Investments that the Company will make and the criteria against which investment targets will be assessed.
The Company does not believe that the changes outlined will affect the diversity of the Company's portfolio and how the Company is managed on a day to day basis.
Subject to the approval of Shareholders at the General Meeting, the Company's proposed Investment Policy is set out below. The Company's current Investment Policy is set out in full in Section D.
The Company's main focus is to generate returns from a portfolio of investments in companies based in the UK in order to make regular tax-free dividends.
The key objectives of the Company are to:
The Company will not vary these objectives to any material extent without the approval of the Shareholders. The Company's investment policy has
been designed to satisfy the legislative requirements of the VCT scheme and to provide regular tax-free dividends to investors. The Company's investment policy is directed towards new investments into cash flow generative businesses with the capacity for growth and which can provide a positive return to investors. The investments will be made with the intention of growing and developing the revenues and profitability of the target businesses to enable them to be considered for traditional forms of bank finance and other funding. This, in turn, should enable the Company to benefit from gains from a favourable sale of the business to a third party or from a refinance or capital restructuring of the business.
In respect of Qualifying Investments the Company will seek:
The majority of the Company's net assets are or will be invested in unquoted companies. The remaining assets are or will be deployed for liquidity management purposes into Non-Qualifying Investments including cash and other highly liquid investments (which may be repurchased, redeemed, or paid out on no more than seven days' notice). Qualifying Investments will typically range between £500,000 and £5,000,000 and encompass businesses with strong asset bases, and good prospects. No single investment by the Company will represent more than 15 per cent of the aggregate NAV of the Company at the time the investment is made.
Although investments will be sought in a diverse range of sectors, the Company's portfolio will comprise companies with certain characteristics; for example clear commercial and financial objectives, strong customer relationships and, where possible, tangible assets with value. The Company will focus on identifying cash generative businesses with a capacity for growth and which can provide a positive return to investors.
The criteria against which investment targets would be assessed will include the following:
(b) managed risk of capital losses;
(c) the quality of the company's cash flows;
As the value of investments increase, the Company's investment manager will monitor opportunities for the Company to realise capital gains to enable it to make tax-free distributions to shareholders.
Non-Qualifying Investments will be made for the purpose of liquidity management. These investments will include the following:
(a) Short term deposits of money, shares or units in alternative investment funds (which have the meaning given by regulation 3 of the Alternative
Investment Fund Managers Regulations 2013) or in undertakings for the collective investment in transferable securities (which have the meaning given by Section 363A(4) of the Taxation (International and Other Provisions) Act 2010), which may be repurchased, redeemed, or paid out on no more than seven days' notice; and
(b) Ordinary shares or securities in a company which are acquired on a regulated market (defined in Section S274(4) ITA 2007).
The Company has no present intention of utilising direct borrowing as a strategy for improving or enhancing returns. To the extent that borrowing is required, the Directors will restrict the borrowings of the Company and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) to ensure that the aggregate amount of money borrowed by the group, being the Company and any subsidiary undertakings for the time being, (excluding intra-group borrowings), shall not without the previous sanction of an ordinary resolution of the Company exceed 30% of its NAV at the time of any borrowing.
All unquoted investments will be valued in accordance with BVCA or similar guidelines under which investments are not normally re-valued above cost within twelve months of acquisition unless third party funding has occurred. A brief summary of the BVCA guidelines as it applies to the Company's investments is as follows:
Whilst the Company does not anticipate making any quoted investments, any such investments, if made, will be valued at prevailing bid prices.
The Company may invest alongside other funds or entities managed or advised by the Investment Manager which would help the Company to broaden its range of investments or the scale of opportunities than if it were investing on its own. It is possible that conflicts may arise in these circumstances between different funds or between the Company and the Investment Manager. The Investment Manager maintains robust conflict of interest procedures to manage potential conflicts and issues are resolved at the discretion of the independent board of the Company.
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 Directors aim to maximise tax free distributions to Shareholders of income or realised gains. It is envisaged that the Company will distribute most of its net income each year by way of dividend, subject to liquidity.
For the E Ordinary Share Fund, the Company intends to distribute up to 5 pence per E Ordinary Share in the financial year ending 31 March 2020 followed by a regular dividend of up to 5 pence per E Ordinary Share per annum for the remaining life of the E Ordinary Share Fund. Such dividends are expected to be funded from income generated by its investments. The Company's ability to pay dividends is subject to the existence of
realised profits, legislative requirements, and the available cash reserves of the Company.
Investors who wish to have dividends paid directly into a bank account, rather than by cheque to their registered address, should complete the dividend mandate form which it is expected will be sent to an Investor within 30 days of an allotment. Further dividend mandate forms can be obtained upon request from the registered office of the Company.
The Company aims, but is not committed, to offer liquidity to Shareholders through on-going buy-backs, subject to the availability of distributable reserves, at a target discount of 10% to NAV.
It is intended that investments would be realised to enable distributions in addition to the regular annual dividends to be made to holders of E Ordinary Shares between ten and twelve years following investment with a possible early partial return of funds to Shareholders if market conditions present such an opportunity. It is expected that distributions to holders of E Ordinary Shares will be made in the form of tax-free dividends.
The Board consists of three highly experienced Directors, all of whom are non-executive and independent of the Investment Manager.
The Board is responsible for the overall control and management of the Company with responsibility for its affairs, including determining its Investment Policy. Primary responsibility for the execution of the Company's Investment Policy lies with Triple Point, with the Board overseeing its activities.
The Board will meet at least four times a year. Additionally, special meetings will take place or other arrangements will be made when Board decisions are required in advance of regular meetings.
Simon Acland has over 20 years' experience in venture capital, primarily at Quester, where he became Managing Director. When Quester was sold in 2007 it had £200m under management and was one of the leading UK venture capital and VCT investment managers. Simon was a director of over 20 companies in Quester's portfolio, many of which achieved successful exits through flotation or trade sales. Simon was appointed a Director of the Company on 12 March 2009.
David Frank was a partner in Slaughter and May for 22 years before retiring from the firm in 2008. As well as being the firm's first Practice Partner from 2001 to 2008, his practice involved acting for several venture capital houses, including 3i and Schroder Ventures. He was also involved in several flotations in the venture capital sector, including 3i, Baronsmead and SVG Capital. Since retiring from legal practice, he has established a portfolio of voluntary roles, ranging from a governorship of a school to the chairmanship of a community foundation. He has been a director and chairman of the Company since 11 November 2010.
Michael Stanes joined Warburg Investment Management (which became Mercury Asset Management) where he ran equity portfolios in London and Tokyo. He then moved to the US where he founded a business on behalf of Merrill Lynch offering equity portfolio management to high net worth individuals. In 2002 he joined Goldman Sachs Asset Management in London running global equity portfolios for a range of institutional and individual clients and in 2010, following a brief period as CEO of a new fund management partnership, joined Heartwood Investment Management, a London-based firm providing investment management and wealth structuring services for high net worth individuals and charities, as Investment Director. Michael was appointed a Director of the Company on 21 November 2012.
Triple Point's Investment Management Team has collectively achieved a strong track record of investing in both Qualifying Investments and Non-Qualifying Investments since the launch of the first Triple Point VCT in 2004.
Since 2004 Triple Point has helped launch the VCT share offers listed in the tables below. The (unaudited) "Table A1 – Multi-sector share offers" below illustrates the latest published performance of these seven multi-sector funds. The (unaudited) "Table A2 – Energy sector share offers" below illustrates the latest published performance of three funds focussed on investment into hydro-electric power opportunities and one fund focussed on investment into combined heat and power opportunities. The (unaudited) "Table A3 – Hybrid share offers" below illustrates the performance of offers which followed an investment strategy with hedge fund or similar exposure.
Triple Point's product range includes VCTs, investments which qualify under the Enterprise Investment Scheme ("EIS"), investments which qualify for Business Relief ("BR") and debt securities through its Advancr platform. Across its product range, Triple Point has developed a track record in funding small and medium sized enterprises, typically identifying and arranging investment in companies which are asset backed with regular, good quality cash flows, and the capacity for growth.
| Table A1 – Multi-sector share offers | |||||||
|---|---|---|---|---|---|---|---|
| VCT | Offer closed (year) |
Net cost of investment per share (including initial tax relief) |
Total cash distributions per share as at latest published results |
Net asset value per share as at latest published results |
Total Shareholder return (cash distributions plus net asset value per share) |
Minimum VCT holding period expires |
|
| Triple Point VCT plc ordinary shares |
2005 | 60p | 97.43p (fully exited by 31 August 2008) |
0.00p | 97.43p | 2008 | |
| Triple Point VCT plc C ordinary shares |
2006 | 60p | 94.01p (fully exited by 30 April 2010) |
0.00p | 94.01p | 2009 | |
| TP5 VCT plc ordinary shares |
2009 | 70p | 91.70p (entered voluntary members liquidation on 15 October 2015) |
4.56p | 96.26p | 2014 | |
| TP10 VCT plc ordinary shares |
2010 | 70p | 84.83p (entered voluntary members liquidation on 07 January 2016) |
21.75p | 106.58p | 2015 | |
| Triple Point VCT 2011 plc ordinary shares |
2011 | 70p | 79.75p (30 June 2016) | 35.11p (30 June 2016) |
114.86p (30 June 2016) |
2016 | |
| Triple Point Income VCT plc A ordinary shares (previously "TP12 (I) VCT plc") |
2012 | 70p | 56.2p (30 June 2016) | 41.51p (30 June 2016) |
97.71p (30 June 2016) |
2017 | |
| Triple Point Income VCT plc ordinary shares (enhanced share buy-back and previously "Triple Point Income VCT plc B ordinary shares") |
2013 | 58.55p (based on weighted average share price of 83.64p less tax relief) |
25.56p (30 June 2016) | 67.92p (30 June 2016) |
93.48p (30 June 2016) |
2018 |
| Table A2 – Energy sector focused share offers | ||||||
|---|---|---|---|---|---|---|
| VCT | Offer closed (year) |
Net cost of investment per share (including initial tax relief) |
Total cash distributions per share as at latest published results |
Net asset value per share as at latest published results |
Total Shareholder return (cash distributions plus net asset value per share) |
Minimum VCT holding period expires |
| Triple Point Income VCT plc C ordinary shares (hydro-electric power) |
2014 | 70p | 0.00p | 105.72p (30 June 2016) |
105.72p (30 June 2016) |
2019 |
| Triple Point Income VCT plc D ordinary shares (hydro-electric power) |
2015 | 70p | 0.00p | 102.06p (30 June 2016) |
102.06p (30 June 2016) |
2020 |
| Triple Point VCT 2011 plc A ordinary shares (hydro-electric power) |
2015 | 70p | 0.00p | 101.13p (31 May 2016) |
101.13p (31 May 2016) |
2020 |
| Triple Point VCT 2011 plc B ordinary shares (combined heat and power) |
2016 | 70p | 0.00p | 99.64p (31 May 2016) |
99.64p (31 May 2016) |
2021 |
| Table A3 – Hybrid share offers | ||||||
|---|---|---|---|---|---|---|
| VCT | Offer closed (year) |
Net cost of investment per share (including initial tax relief) |
Total cash distributions per share as at latest published results |
Net asset value per share as at latest published results |
Total Shareholder return (cash distributions plus net asset value per share) |
Minimum VCT holding period expires |
| TP70 VCT plc ordinary shares |
2007 | 70p | 74.70p (fully exited by 21 December 2015) |
0.00p | 74.70p | 2012 |
| Triple Point Income VCT plc ordinary shares (previously "TP70 2008 I VCT plc") |
2008 | 70p | Dividends of 5.82p (prior to merger with Triple Point Income VCT plc) and tender offer of 80.90p (by 30 November 2013) |
0.00p | 86.72p (30 November 2013) |
2013 |
| Triple Point Income VCT plc ordinary shares (previously "TP70 2008 II VCT plc") |
2008 | 70p | Dividends of 5.87p (prior to merger with Triple Point Income VCT plc) and tender offer of 80.90p (by 30 November 2013) |
0.00p | 86.77p (30 November 2013) |
2013 |
| TP5 VCT plc B ordinary shares (previously "TP70 2009 VCT plc") |
2009 | 70p | 95.47p (entered voluntary members liquidation on 15 October 2015) |
6.99p | 102.46p | 2014 |
| TP70 2010 VCT plc ordinary shares |
2010 | 70p | 86.52 (entered voluntary members liquidation on 07 January 2016) |
10.68p | 97.2p | 2015 |
The Triple Point Investment Management Team has many years' experience of investing in small companies. This has enabled the investment team to establish and maintain an extensive network of experienced advisers and agents to ensure that new deal flow is regularly being vetted. In addition, Triple Point continues to identify or receive approaches for attractive investment opportunities across a number of sectors.
Triple Point is also well positioned to help small and medium sized businesses overcome the obstacle of limited available funding from traditional lenders such as banks and simultaneously deliver competitive returns to investors. In the UK's current uncertain economic climate the Directors believe that there are significant opportunities for investment in well-managed businesses that are struggling to source funding for growth.
It may be possible for the E Ordinary Share Fund to acquire existing Qualifying Investments from other share classes, depending on when funds are raised under the Offer and to the extent permitted by the VCT Rules. The acquisition of such investments would potentially provide cash which can be used to fund a future exit of holders of other share classes of the Company.
Triple Point is an experienced manager of investments in infrastructure and industrial support services and has to date arranged funding into SMEs operating in a diverse range of sectors. These include: cinema digitisation, renewable energy, combined heat and power, landfill gas and telecommunications.
Set out below is one example of a recent investment into, and examples of recent exits from, such companies.
Glasshouse Generation Limited. £5m was invested into a combined heat and power facility situated on the Isle of Wight in May 2015. The funds were used to construct and subsequently own and operate an 11MW combined heat and power plant that sells electricity to Engie (previously known as GDF Suez) and heat to the UK's largest tomato grower. The plant has a minimum 20 year life and is be powered by two 5.5MW Rolls Royce combustion engines.
Bridge Power Limited. £2.75m invested from a combination of Triple Point VCTs. The funds were invested into and an exit was subsequently secured from Bridge Power Limited, which operated and generated income from a large number of residential solar photovoltaic systems. The valuation of Bridge Power Limited was increased in March 2015 following the successful sale to an institutional buyer of the trade and assets of the company together with several similar companies in receipt of Triple Point managed funds. The combined sale led to several Triple Point VCT's reporting increased NAVs – in the case of the Ordinary Share Fund, an uplift of 4.36 pence per share and in the case of the A Ordinary Share Fund an uplift of 10.15 pence per share.
DLN Digital Limited ('DLN') is one of various companies within the UK cinema digitisation sector, its business is to install and maintain digital equipment in Odeon cinemas at selected sites across the UK. DLN earns digital access fees via an integrator company, in turn paid by six major studios. Two Triple Point managed VCT share classes have subsequently exited DLN Digital in January 2016,
within five years of their initial date of investment, for multiples of over 1.24x their original investment. Looking forward TP Income investors in the O Share Fund will seek to exit holding in another two digital deployment companies in 2018 to return funds to investors within five years of the VCT raising its funds.
Highland Hydro Services Limited ("HHS") was established to pursue planning applications for hydro electric power sites in the UK. HHS received success fees in relation to each completed hydro electric power project. Two Triple Point managed VCT share classes both invested £813,250 into HHS and in September 2016 exited within five years of the initial investment date returning £1.15m. This represented a return on the original investment amount of 42%.
In line with its experience and track record, Triple Point is committed to help facilitate a timely exit for E Ordinary Share Fund Investors between ten and twelve years following investment. Triple Point will also consider and propose to the Board a possible early partial return of funds to Shareholders if market conditions present a good opportunity to do so.
Subject to Resolution 4 being passed at the General Meeting the Directors shall put an ordinary resolution to the holders of E Ordinary Shares at the annual general meeting held in 2029 and, if passed, the Directors shall draw up proposals for the reorganisation or reconstruction of the Company in respect of the E Ordinary Shares for submission to the members of the Company at a general meeting to be convened by the Directors as soon as reasonably practicable without prejudice to the VCT status of the Company.
The Investment Management Team includes individuals with significant experience in private equity, stock market investment, infrastructure finance, public sector financing, and business management.
A summary of the relevant experience for each of the senior members of the Investment Management Team is shown to the right.
Kleinwort, and corporate finance advice at Ernst & Young
VCTs were established in 1995 as tax efficient investment vehicles intended to invest in portfolios of smaller unlisted UK based companies. The income tax relief available to Investors of new shares in a VCT is 30% and the personal annual investment limit is £200,000.
For the current tax year VCTs offer a combination of tax free returns and a 30% up front income tax relief subject to a minimum five year holding period.
Depending upon the Investor's personal circumstances, subscribers for E Ordinary Shares under the Offer will be entitled to income tax relief of up to 30% provided that the E Ordinary Shares are held for at least five years. This benefit is available on aggregate investments in VCTs of up to £200,000 in any one tax year but the tax relief is limited to the amount which reduces the Investor's income tax liability to nil.
In addition, qualifying subscribers will be entitled to receive the following benefits:
Income tax relief may be claimed by the Investor by obtaining, from HMRC, an adjustment to their tax coding under the PAYE system or through the Investor's annual tax return. Investors who make income tax payments by instalments may reduce their instalment payments to take account of the relief due.
The above is only a summary of the law concerning the tax position of individual Investors in the Company. Further information on the tax position of Investors under the Offer is set out in Section B of Part 1.
Before investing in the Company, potential Investors should seek advice from an appropriate professional adviser as to the consequences of so doing.
The Company has obtained approval as a VCT from HMRC. The Directors intend to manage the Company's affairs in order that it, and there are internal controls in place to ensure that the Company does so, complies with the legislation applicable to VCTs. In this regard Philip Hare & Associates LLP have been appointed to advise on VCT tax matters generally and, in particular, on the Company's VCT status. The Company must continue to satisfy the requirements to qualify as a VCT or lose such status.
The Company will pay to Triple Point a single fee equal to the aggregate of (i) up to 2.0% of the aggregate value of accepted applications for E Ordinary Shares and (ii) the initial commission, if any, paid to Execution-Only Brokers and (iii) the initial commission, if any, paid to those advising professional investors in respect of subscriptions under the Offer. Triple Point has agreed to indemnify the Company against the costs of the Offer, excluding VAT, exceeding 5% of the funds it raises. The costs of the Offer will be borne solely by the E Ordinary Share Fund. From this sum, Triple Point will discharge all external costs, and its own costs, in respect of the Offer. The payment of initial charges agreed between an authorised financial adviser and the Investor can be facilitated by Triple Point, which will reduce the amount subscribed under the Offer.
Triple Point has been appointed as the Company's investment manager and administrator under the IMA. Triple Point has agreed to indemnify the Company in respect of any annual costs (but excluding any exceptional and extraordinary costs) in excess of 3.5% of the Company's NAV (excluding VAT).
The IMA in its current form provides for the following:
• in respect of the fund representing the Ordinary Shares issued prior to the ESBB, Triple Point will receive investment
management fees (exclusive of VAT) equal to 1.5% per annum of that fund's NAV up to 30 April 2013 and thereafter 1% of any amounts returned to holders of Ordinary Shares issued prior to the ESBB; and
• in respect of the fund representing the Ordinary Shares issued pursuant to the ESBB, Triple Point will receive investment management fees (exclusive of VAT) equal to 1.5% per annum of that fund's NAV up to 30 April 2018 and thereafter 1% of any amounts returned to holders of Ordinary Shares issued pursuant to the ESBB.
• Triple Point will receive investment management fees (exclusive of VAT) equal to 1.5% per annum of the A Ordinary Share Fund's NAV up to 30 April 2017 and thereafter 1% of any amounts returned to holders of A Ordinary Shares.
The IMA will continue for at least five years following the admission of the D Ordinary Shares to the Official List and, thereafter, will terminate on 12 months' notice by either party subject to earlier termination in certain circumstances.
The IMA will be varied, subject to the Offer becoming effective and subject to the approval of Shareholders at the General Meeting, to provide for the following:
of (i) 100 pence per E Ordinary Share and (ii) the total of all distributions per E Ordinary Share made to holders of E Ordinary Shares prior to that distribution), Triple Point will be entitled to receive a sum equal to 20% of the excess over the hurdle; and
• Triple Point will receive the capital raising fee set out above in the paragraph headed "Capital raising costs".
It is proposed that Triple Point's appointment under the IMA will continue for at least five years following the Admission and, thereafter, will terminate on 12 months' notice by either party subject to earlier termination in certain circumstances.
Annual Directors' fees payable to the Board will not exceed £100,000 (excluding any VAT or national insurance contributions).
The investment management and performance fees for the Ordinary Share Fund, the A Ordinary Share Fund, the C Ordinary Share Fund and the D Ordinary Share Fund, as set out above, are unchanged.
Assuming £30,000,000 is raised under the Offer and that the costs of the Offer are 5%, the Directors estimate that the Annual Running Costs after the Offer will be approximately 0.23% of the Company's NAV (excluding VAT) as opposed to 0.33% of the Company's NAV (excluding VAT) prior to the Offer. Such running costs of the Company will include the management and administration fees described above as well as fees for Directors, the auditors, taxation advisers, registrar, other direct costs incurred in the management/running of the VCT and the costs of communicating with Shareholders.
Triple Point may retain arrangement fees paid by companies into which the Company invests of up to 3% of the sum invested which it receives in connection with investments made into unquoted companies. Whilst such charges are not payable by the Company, the effect will be to reduce the net assets of the companies in which the Company invests. The Triple Point Group may also benefit from the receipt of business administration fees charged against such companies, the level of which, in the case of a particular company, may be related to that company's performance.
The Directors believe that communication with Shareholders is important. A copy of the Company's annual report and financial statements (expected to be published each June) and a copy of the Company's unaudited interim financial report (expected to be published each November) will be made available on the Company's website at www.triplepoint.co.uk and sent to those Shareholders who have requested a hard copy. The Company's annual report and financial statements, made up to 31 March in each year, and interim financial reports, made up to 30 September in each year, will each detail the NAV per Share. Information on the NAV per Share will also be included in interim management statements expected to be made up to 30 June and 31 December in each year and published on the above website.
The Directors do not anticipate any circumstances arising under which valuations may be suspended.
All qualifying Shareholders will be provided with certificates enabling them to claim income tax relief on their investment in E Ordinary Shares.
The UK Corporate Governance Code published by the Financial Reporting Council in September 2014 (the "Code") applies to the Company. The Directors acknowledge the section headed "Comply or Explain" in the preamble to the Code which acknowledges that some provisions may have less relevance for investment companies and, in particular, consider some areas inappropriate to the size and nature of the business of the Company. Accordingly, the provisions of the Code are complied with save that (i) new Directors do not receive a full, formal and tailored induction on joining the Board (such matters are addressed on an individual basis as they arise), (ii) a formal performance evaluation of the Board, its committees, the Directors and the chairman has not been undertaken, (iii) the Company does not have a senior independent Director, (iv) the Company does not conduct a formal review as to whether there is a need for an internal audit function as the Directors do not consider that an internal audit would be an appropriate control for a venture capital trust, (v) as all the Directors are non-executive it is not considered appropriate to appoint a nomination or remuneration committee and (vi) the Company's audit committee comprises the three non-executive directors, all of whom are considered independent. The Board regularly reviews the independence of its Directors.
The Company is registered with the FCA as a small registered UK alternative investment fund manager. Triple Point Investment Management LLP (FRN: 456597) and Triple Point Administration LLP are both authorised and regulated by the FCA.
The E Ordinary Shares are offered at a price to be determined in accordance with the E Ordinary Share Price Calculation payable in full upon application.
Up to £15,000,000 is being raised by the issue of E Ordinary Shares under the Offer. If the Offer is over-subscribed, the Offer may be increased at the discretion of the Directors by use of the over allotment facility of up to a further £15,000,000 by issue of E Ordinary Shares, in which event the Offer will be an offer for subscription of up to £30,000,000 by issue of E Ordinary Shares. The Offer is conditional upon the Minimum Net Proceeds being raised prior to 12 noon on 31 March 2017. If this is not raised the Offer will lapse and all application monies will be returned (without interest) by returning applicants' cheques or by crossed cheque in favour of applicants through the post at the risk of the person entitled thereto. In the event that applications are received in excess of the maximum subscription under the Offer, the Directors and the Sponsor reserve the right to use their absolute discretion in the allocation of successful applications. Such discretion will give priority to the earliest applicants. The results of the Offer will be announced to the London Stock Exchange through a Regulatory Information Service provider authorised by the FCA. Applicants are encouraged to submit their Application Form early in order to be confident that their application will be successful.
The minimum investment under the Offer is £5,000. There is no maximum investment but the maximum investment on which tax reliefs are currently available is £200,000 in VCTs in any tax year. An Investor and their spouse or civil partner can each invest up to £200,000 in any one tax year. Further information with regard to taxation matters can be found in Section B of Part 1 of this document. Multiple applications are permitted. Please see the "Terms and Conditions of Application for Shares under the Offer" in Part 4 of this document for further details.
The ISIN and SEDOL codes of the E Ordinary Shares are GB00BD89H869 and BD89H86 respectively.
The price per E Ordinary Share will be determined by the Investment Manager and agreed by the Board in accordance with the formula below, which is designed to maintain fairness for all Investors under the Offer by ensuring that the value of each Investor's holding of E Ordinary Shares reflects the amount of initial commission, if any, payable to the Investor's authorised financial adviser/ authorised introducer and to Triple Point (initial adviser charges, if any, can be facilitated by Triple Point and will reduce the amount subscribed under the Offer):
Price per E Ordinary Share = (A) / {100 – ([(B) + (C)] x 100)} (in units of £ per E Ordinary Share)
The price per E Ordinary Share (calculated in accordance with the formula above) will be rounded to the nearest 0.001 pence.
The number of E Ordinary Shares to be allotted is then determined, as follows: Number of E Ordinary Shares to be allotted = amount subscribed under the Offer/ price per E Ordinary Share.
The number of E Ordinary Shares to be allotted will be rounded down to the nearest whole Share.
A professional client investor, having been advised by an authorised introducer, subscribes £100,000 under the Offer and his application is accepted. The NAV, (A), is 100 pence per E Ordinary Share at this time. The amount payable to Triple Point, (B), is 2% of the application value. A commission payment, (C), of 3% of the subscription amount is agreed to be paid to the authorised introducer.
Therefore, the price per E Ordinary Share is: 100 / {100 – ([2% + 3%] x 100)} = £1.05263 per E Ordinary Share (rounded to 5 decimal places)
For £100,000 subscribed, this will result in an allocation of: £100,000 / £1.05263 per E Ordinary Share = 95,000 E Ordinary Shares.
The Company will pay the initial charge to Triple Point and the commission to the adviser.
Commission is generally not permitted to be paid by the Company to intermediaries who provide a personal recommendation to retail clients on investments in VCTs after 30 December 2012. Instead, an adviser charge will usually be agreed between the intermediary and Investor for the advice and related services. This charge should be paid directly by the Investor to the authorised financial adviser. Triple Point can facilitate initial adviser
charges from, and will therefore reduce, the amount subscribed under the Offer. Investors should receive income tax relief on the subscription amount.
Commission may be paid by the Company where there is an executiononly transaction and no advice has been provided by the intermediary to the Investor or a commission of up to 3% where the intermediary has demonstrated to Triple Point that the Investor is a professional client of the intermediary. Commission is payable by Triple Point out of its initial charge. Those intermediaries who are permitted to receive commission from the Company will usually receive an initial commission of up to 3% of the amount invested by their clients under the Offer. Additionally, provided that the intermediary continues to act for the Investor and the Investor continues to be the beneficial owner of the E Ordinary Shares, and subject to applicable laws and regulations, the intermediary will usually be paid an annual trail commission of up to 0.5% of each relevant Investor's holding in the E Ordinary Share Fund, which will be paid out of the investment management fees payable to Triple Point in respect of the E Ordinary Share Fund for no more than 10 years from the date of investment.
An application has been made to the UK Listing Authority and will be made to the London Stock Exchange for the E Ordinary Shares subscribed for under the Offer to be listed on the premium segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities respectively. The E Ordinary Shares will be issued in registered form and will be freely transferable in
both certificated and un-certificated form and will rank pari-passu in all respects. E Ordinary Shares in respect of applications received for the 2016/17 Offer will be issued and allotted on or before 5 April 2017 and it is expected that E Ordinary Shares in respect of applications received for the 2017/18 Offer will be issued and allotted on or before 28 April 2017, with Admission commencing within ten Business Days following such allotment. Details of allotments and the subscription price for E Ordinary Shares will be announced through a Regulatory Information Service by no later than the Business Day following the allotment. Share certificates and certificates to enable a claim for income tax relief to be made in respect of the E Ordinary Shares will be posted to Shareholders within 30 Business Days of allotment of the E Ordinary Shares. No temporary documents of title will be issued. The Offer is not underwritten.
The following is only a summary of the law concerning the tax position of individual investors in VCTs. Potential Investors who are in any doubt about the taxation consequences of investing in a VCT are recommended to consult a professional adviser.
The tax reliefs set out below are available to individuals aged 18 or over who subscribe for E Ordinary Shares. 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 does not exceed £200,000. Investors who intend to invest more than £200,000 in VCTs in any one tax year should seek professional advice.
Income tax relief at the rate of 30% will be available on subscriptions for E Ordinary Shares up to a maximum of £200,000 in any tax year. This relief is limited to the amount which reduces the Investor's income tax liability to nil.
The potential effect of this relief for an Investor subscribing £100,000 for E Ordinary Shares is shown below:
| No VCT tax relief | VCT tax relief | |
|---|---|---|
| Initial investment | £100,000 | £100,000 |
| 30% income tax relief | Nil | (£30,000) |
| Effective current cost of the investment |
£100,000 | £70,000 |
To obtain relief an Investor may subscribe for E Ordinary Shares either on his own behalf or the E Ordinary Shares may be subscribed for by a nominee of an Investor. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.
Income tax relief will not be available to an Investor in E Ordinary Shares if, within six months of subscription, whether before or after the subscription, the Investor has disposed of any Shares in the Company.
An Investor who acquires in any tax year VCT shares having a value of up to £200,000 will not be liable to income tax on dividends paid by the VCT on those shares.
The Finance Act 2014 amended the VCT Rules in respect of VCT shares issued on or after 6 April 2014. VCT status will be withdrawn if, in respect of shares issued on or after 6 April 2014, a dividend is paid (or other forms of distribution or payments are made to investors) from capital within three years of the end of the accounting period in which shares were issued to investors.
An individual purchaser of existing VCT shares in the market will be entitled to claim dividend relief but not relief from income tax on investment.
Relief from income tax on a subscription for VCT shares will be withdrawn if the VCT shares are disposed of (other than between spouses and civil partners) within five years of issue or if the VCT loses its approval within this period.
Relief from capital gains tax on the disposal of shares.
A disposal by an Investor of E Ordinary Shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax provided that the VCT maintains its approval. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.
Purchasers in the market.
An individual purchaser of E Ordinary Shares in the market will be entitled to claim relief from capital gains tax on disposal.
The Company will provide to each Investor a certificate which the Investor may use to claim income tax relief, either by obtaining from HMRC an adjustment to their tax coding under the PAYE system or by waiting until the end of the tax year and using their tax return to claim relief.
Investors not resident in the UK should seek professional advice as to the consequences of making an investment in a VCT as they may be subject to tax in other jurisdictions as well as in the UK.
No taxation will be withheld at source on any income arising from the E Ordinary Shares and the Company assumes no responsibility for such withholding.
If a company which has been granted approval as a VCT subsequently fails to comply with the conditions for approval, approval as a VCT may be withdrawn or treated as never having been given. In these circumstances, relief from income tax on the initial investment is 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 any accounting period ending when VCT status has been lost. Any gains realised on 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.
Should an Investor die having made an investment in E Ordinary Shares, the transfer of the E Ordinary Shares on his or her death is not treated as a disposal of shares for the purposes of the VCT legislation and so there will be no claw-back of the income tax relief obtained on the subscription for those E Ordinary Shares. The value of the E Ordinary Shares will however be included in the estate of the deceased for inheritance tax purposes.
The beneficiary of the E Ordinary Shares inherited from a deceased Investor will continue to be entitled to receive tax-free dividends but will not be eligible for initial income tax relief as this is only available in respect of applications for new shares.
The transfer of E Ordinary Shares between spouses and civil partners is not treated as a disposal of shares for the purposes of the VCT legislation and the new owner will be eligible to receive tax-free dividends.
VCTs have to satisfy a number of tests to continue to qualify as VCTs and new qualifying conditions became effective from 18 November 2015. How these conditions apply to the Company is summarised below. The following information is based on current UK law and practice, is subject to changes therein, is given by way of general summary only and does not constitute legal or tax advice.
To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:
Company) prior to the date of investment, except where previous State Aid risk finance was received by the company within 7 years or where a turnover test is satisfied;
A VCT cannot be approved as such, unless the relevant tests are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made.
The actions proposed to be taken in the case of a breach by the Company of these investment restrictions will be announced through a Regulatory Information Service.
Funds raised by a further share issue are disregarded in judging whether condition (b) has been met for accounting periods ending no later than three years after the new issue.
Qualifying Investments comprise shares or securities (including loans with a five year or greater maturity period) issued by unquoted trading companies which exist wholly for the purpose of carrying on one or more qualifying trades and are limited to investments of £5,000,000 per tax year per company. These unquoted trading companies must not be controlled by the VCT or any other company, or a company and persons connected with such company, and its gross assets must not exceed £15,000,000 immediately prior to the investment or £16,000,000 immediately thereafter. Each unquoted trading company must not receive more than £5,000,000 from State Aid sources, including from VCTs and EIS investments, in any twelve month period. Each company cannot receive more than £12,000,000 (£20,000,000 if the company is deemed to be a Knowledge Intensive Company) of State Aid investment (including from VCTs) over the company's lifetime. Each 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 State Aid risk finance was received by the company within 7 years or where a turnover test is satisfied. Funds received from an investment by a VCT cannot be used to acquire another existing business or trade. It must have fewer than 250 full time (or full
time equivalent) employees at the time of investment (or 500 employees in the case of a Knowledge Intensive Company).
Not less than 10% of each investment must be by way of eligible shares (see (c) above).
Companies whose securities are traded on AIM are treated as unquoted companies for the purposes of determining qualifying holdings. Shares in an unquoted company which subsequently becomes quoted may still be regarded as a qualifying holding for a further five years following quotation.
The Company is resident for tax purposes in the UK. The Company intends to continue to comply with and continue to satisfy the conditions for approval as a VCT laid down in Section 274 of ITA 2007.
Under current legislation, the Company will be exempt from UK taxation on capital gains realised while it is approved as a VCT.
The income of the Company will be derived wholly or mainly from shares or other securities. Dividends received from other UK resident companies will constitute franked investment income and will not be subject to tax in the hands of the Company.
Approval of a VCT may be withdrawn by HMRC if the various tests set out above are not satisfied. Withdrawal of approval generally has effect from when notice is given to the VCT but, in relation to capital gains tax of the VCT only, can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.
The Company's current Investment Policy is is set out below, which, subject to the approval of the Shareholders at the General Meeting, will be replaced by the proposed Investment Policy on page 10 and 11.
At least 70% of the Company's net assets are or will be invested in unquoted companies. The remaining assets are or will be exposed either to (i) cash or cash-based similar liquid investments or (ii) investments originated in line with the Company's VCT Qualifying Investment policy.
To comply with VCT rules, the Company will seek to acquire (and subsequently maintain) a portfolio of VCT qualifying company investments equivalent to a minimum of 70% of the value of its investments over a period not exceeding three years. These VCTqualifying investments will typically be in investments ranging between £500,000 and £5,000,000 and will encompass businesses with cash generative ability, arising from a niche position or the market in which they operate. No single investment by the Company will represent more than 15% of the aggregate value of all the investments of the Company at the time any investment is made or added to. It is possible that investments may be made in more than one company in the same sector.
In seeking to achieve its objectives, the Company will invest on the basis of the following conservative principles:
The Company will pursue investments in a range of sectors and where the type of business being targeted meets its investment criteria. The objective is to build a diversified portfolio of young unquoted companies which are cash generative and therefore capable of producing predictable income for the Company prior to realisation or exit.
28 | Triple Point Income VCT plc
Although investments will be sought in a range of sectors, the Company's portfolio will comprise companies with certain characteristics; for example clear commercial and financial objectives, strong customer relationships and, where possible, tangible assets with value. The Company will focus on identifying businesses typically with predictable revenues from a highquality customer base. Businesses with assets providing valuable security may also be considered. The objective is to reduce the risk of capital value volatility by selecting businesses with stable valuation characteristics and to provide Investors with an attractive income stream.
The criteria against which investment targets would be assessed will include the following:
The Non-Qualifying Investments will consist of cash, cash-based similar liquid investments and investments of a similar profile to the Qualifying Investments and with an expected realisation date which meets the cash requirements of the VCT.
The Company has no present intention of utilising direct borrowing as a strategy for improving or enhancing returns. To the extent that borrowing is required, the Directors will restrict the borrowings of the Company and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) to ensure that the aggregate amount of money borrowed by the group, being the Company and any subsidiary undertakings for the time being, (excluding intra-group borrowings), shall not without the previous sanction of an ordinary resolution of the Company exceed 30% of its NAV at the time of any borrowing.
1.1 The Company was incorporated and registered in England and Wales on 7 November 2007 under the Companies Act 1985 with registered number 6421083 as a public company limited by shares.
1.2 On 7 December 2007, the Registrar of Companies issued the Company with a certificate under Section 117 of the CA 1985 entitling it to commence business.
1.3 Triple Point was incorporated in England and Wales on 28 July 2006 as a limited liability partnership with registered number OC321250.
2.1 The registered office of the Company is at 18 St. Swithin's Lane, London EC4N 8AD and its telephone number is +44 (0) 20 7201 8989. The principal legislation under which the Company operates and which governs its shares is the CA 2006 and regulations made thereunder.
2.2 The registered office of Triple Point is at 18 St. Swithin's Lane, London EC4N 8AD and its telephone number is +44 (0) 20 7201 8989. The principal legislation under which Triple Point operates is the Limited Liability Partnerships Act 2000 and regulations made thereunder.
The following ordinary and special resolutions will be proposed at the General Meeting:
1 That, the Directors be and hereby are authorised in accordance with Section 551 of the CA 2006 to exercise all of the powers of the Company to allot E ordinary shares of 1 pence each in the capital of the Company ("E Shares") up to an aggregate nominal value of £350,000 in connection with the Offer, representing 67.6 per cent of the issued share capital of the Company
as at 6 October 2016, being the latest practical date prior to publication of this document, provided that the authority conferred by this Resolution shall expire at the conclusion of the Company's next annual general meeting or on the expiry of fifteen months following the passing of this Resolution, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).
2 That, the IMA Deed of Variation, details of which are set out on pages 7 and 8 of the circular issued to the Company's Shareholders dated 7October 2016 (the "Circular"), be approved.
3 That, the proposed change to the Company's Investment Policy, details of which are set out on page 11 and Part III of the Circular, be approved.
4 That, the articles of association produced to the meeting, and for the purposes of identification initialled by the Chairman, be adopted as the articles of association of the Company.
5 That, the Directors be and hereby are empowered pursuant to Section 570(1) of CA 2006 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 CA 2006) for cash pursuant to the authority given in accordance with Section 551 of CA 2006 by the Resolution 1 as if Section 561(1) of CA 2006 did not apply to such allotments, provided that the power provided by this Resolution shall expire at the conclusion of the Company's next annual general meeting or on the expiry of fifteen months following the passing of this Resolution, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).
6 That, the Company be and is hereby authorised to make one or more market purchases (within the meaning of Section 693(4) of the CA 2006) of Ordinary Shares, A Shares, C Shares, D Shares and E Shares provided that:
i the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 10% of the issued Ordinary Shares as at the date of this Resolution;
ii the maximum aggregate number of A Shares authorised to be purchased is an amount equal to 10% of the issued A Shares as at the date of this Resolution;
iii the maximum aggregate number of C Shares authorised to be purchased is an amount equal to 10% of the issued C Shares as at the date of this Resolution;
iv the maximum aggregate number of D Shares authorised to be purchased is an amount equal to 10% of the issued D Shares as at the date of this Resolution;
v the maximum aggregate number of E Shares authorised to be purchased is an amount equal to 10% of the issued E Shares immediately following the closing of the Offer;
vi the minimum price which may be paid for an Ordinary Share, an A Share, a C Share, a D Share and an E Share is their nominal value;
vii the maximum price which may be paid for an Ordinary Share, an A Share, a C Share, a D Share and an E Share is an amount, exclusive of expenses, equal to 105 per cent. of the average of the middle market prices shown in the quotations for a share in the Daily Official List of the London Stock Exchange for the five Business Days immediately preceding the day on which that Ordinary Share, A Share, C Share, D Share and E Share (as applicable) is purchased; and
viii unless renewed, the authority hereby conferred shall expire either at the conclusion of the annual general meeting of the Company following the passing of this Resolution or on the expiry of 15 months from the passing of this Resolution, whichever is the latest to occur, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares, A Shares, C Shares, D Shares and E Shares which will or may be completed or executed wholly or partly after such expiry.
For the purpose of these resolutions, words and expressions defined in the Circular shall have the same meanings in these resolutions, save where the context requires otherwise.
4.1 The rights and restrictions attaching to the E Shares will be as follows:
Subject to any disenfranchisement as provided in paragraph 4.1.4 below, the E Ordinary 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 ordinary shares present in person (or being a corporation, present by authorised representative) shall have one vote and, on a poll, every holder of E Ordinary Shares who is present in person or by proxy shall have one vote for every E Ordinary Share of which he or she is the holder. The E Ordinary Shares shall rank pari passu as to rights to attend and vote at any general meeting of the Company.
The Articles that are proposed to be adopted at the General Meeting shall provide that the E Ordinary Shares shall carry the right to receive notice of, and to attend, speak and vote at, any general meeting.
The E Ordinary Shares are in registered form and will be freely transferable free of all liens. All transfers of E Ordinary 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 E Ordinary 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 E Ordinary 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:
4.1.2.1 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 E Ordinary 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;
4.1.2.2 it is in respect of only one class of share; and
4.1.2.3 the transferees do not exceed four in number.
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 interim dividends as appear to them to be justified. No dividend or other monies payable in respect of E Ordinary Shares 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 E Ordinary Shares shall entitle their holders to receive such dividends as the Directors may resolve to pay out of the net assets attributable to the E Ordinary Shares and from income received and accrued which is attributable to the E Ordinary 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 E Ordinary 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.
If any Shareholder or other person appearing to be interested in E Ordinary 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 E Ordinary 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 E Ordinary Shares and additionally in the case of a Shareholder representing at least 0.25% by nominal value of E Ordinary Shares then in issue, the withholding of payment of any dividends on, and the restriction of transfer of, the relevant E Ordinary Shares.
On a winding-up any surplus assets, subject to the rights of any shares which may be issued with special rights or privileges, to the extent that there are E Ordinary Shares, an amount equivalent to the aggregate NAV of the E Ordinary Share Fund will be divided amongst the holders of the E Ordinary Shares according to the respective numbers of E Ordinary Shares held by them and in accordance with the provisions of the Act, calculated in accordance with the Company's usual
accounting policies and adjusted for any amounts as the liquidator may consider appropriate so as to be a fair value for the E Ordinary Shares.
The Articles provide that the liquidator may, with the sanction of a special resolution and any other sanction required by the Act, divide amongst the members in specie the whole or any part of the assets of the Company in such manner as he may determine.
The E Ordinary Shares have no conversion rights.
The E Ordinary Shares are not redeemable.
5.1 As at the date of this document the Directors and their immediate families do not have, and on Admission of the E Ordinary Shares the Directors and their immediate families will not have, any interests in the share capital of the Company which are or will be notified to the Company in accordance with Rule 3 of the Disclosure Guidance and Transparency Rules ("DGTR 3") by each Director and there are no interests of a connected person (within the meaning in DGTR 3) of a Director which are or will be required to be disclosed under DGTR3 and the existence of which is known to or could with reasonable diligence be ascertained by that Director.
5.2 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.
5.3 Triple Point is a party to the material contracts set out in paragraphs 11.1 to 11.4 of Part 5 of the Registration Document.
The City Code on Takeovers and Mergers (the "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 Code provides an orderly framework within which takeovers are conducted and the Panel on Takeovers and Mergers 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 Directive applies to takeovers of companies registered in an EU member state and admitted to trading on a regulated market in the EU or EEA.
The 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 Code which requires that 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.
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 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.
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 carry 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.
The Company is of the opinion that the working capital available to the Company is sufficient for its present requirements, that is, for at least the period of twelve months from the date of this document.
8.1 The capitalisation of the Company as at 31 March 2016 was as follows:
| Capitalisation | ||||
|---|---|---|---|---|
| (£'000) | ||||
| Shareholders' equity | ||||
| Share capital | 518 | |||
| Share redemption reserve | 2 | |||
| Share premium | 16,307 | |||
| Special distributable reserve | 27,447 | |||
| Revenue reserve | 527 | |||
| Capital reserve | (1,515) | |||
| Total | 43,286 | |||
| Cash and cash equivalents | 1,032 |
8.2 As at 30 July 2016 the Company had no indebtedness.
8.3 Since 31 March 2016 there has been no material change to the capitalisation of the Company. The Company has power to borrow under the Articles, details of which are set out in the paragraph entitled "Borrowing powers" in paragraph 4.2.13 of Part 5 of the Registration Document.
9.1 Howard Kennedy's office address is at No. 1 London Bridge, London SE1 9BG. Howard Kennedy is regulated by the FCA and is acting in the capacity as Sponsor to the Company.
9.2 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.
9.3 The statements attributed to the Investment Manager in this document have been included in the form and context in which they appear with the consent and authorisation of the Investment Manager. The Investment Manager accepts responsibility for those statements and to the best of the knowledge and belief of the Investment Manager (which has taken all reasonable care to ensure that such is the case) those statements are in accordance with the facts and do not omit anything likely to affect the import of such information.
9.4 The Company does not assume responsibility for the withholding of tax at source.
9.5 The typical investor for whom investment in the Company is designed is an ordinary retail, sophisticated, high net worth or professional individual with sufficient income and capital that his investment in the Company can be tied up for at least 5 years, who is attracted by the income tax relief available for a VCT investment but seeks a venture capital strategy focused on capital stability and early realisations.
9.6 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.
9.7 The issued share capital of the Company as at the date of this document is 19,463,120 Ordinary Shares, 5,131,353 A Ordinary Shares, 13,441,438 C Ordinary Shares and 13,701,636 D Ordinary Shares. Assuming a full subscription of £30,000,000, including the over allotment facility and an allotment of 30,000,000 E Ordinary Shares under the Offer, the existing 51,131,353 Shares would represent 63% of the enlarged issued share capital of the Company.
9.8 As at 30 June 2016, the date to which the most recent unaudited financial information on the Company has been drawn up, the NAV per Ordinary Share, per A Ordinary Share, per C Ordinary Share and per D Ordinary Share was 67.92p, 41.51p, 105.72p and 102.06p respectively.
9.9 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 is expected to close on or before 28 April 2017, unless previously extended by the Directors but may not extend beyond 2 October 2017. There are no conditions attaching to this consent. Financial intermediaries may use the Prospectus only in the UK.
9.10 Information on the terms and conditions of the offer will be given to investors by financial intermediaries at the time that the offer is introduced to investors. Any financial intermediary using the Prospectus must state on its website that it is using the Prospectus in accordance with the consent set out in paragraph 9.9 above.
Copies of the following documents will be available for inspection during normal Business Hours at the registered office of the Company and at the offices of Howard Kennedy, No. 1 London Bridge, London SE1 9BG, whilst the Offer remains open:
10.1 the Articles and the Articles as amended by Resolution 4 at the General Meeting;
10.2 the material contracts referred to in Part 5 of the Registration Document;
10.3 the annual accounts for the periods ending 31 March 2014, 31 March 2015 and 31 March 2016;
10.4 the consents referred to in paragraphs 9.2 and 9.3 above;
10.5 the circular to Shareholders dated 7 October 2016; and
10.6 the Prospectus.
7 October 2016
the offer to subscribe for E Ordinary Shares under the Offer in respect of the 2016/17 tax year as described in this document
the offer to subscribe for E Ordinary Shares under the Offer in respect of the 2017/18 tax year as described in this document
A ordinary shares of 1 pence in the capital of TP Income
the net assets of the Company represented by the A Ordinary Shares
Qualifying Investments comprised within the A Ordinary Share Fund
the admission of the E Ordinary Shares allotted pursuant to the Offer to a premium listing on the Official List and to trading on the London Stock Exchange's main market for listed securities
AIM, the market of that name operated by the London Stock Exchange
average annual costs and expenses incurred by the Company in the ordinary course of its business (including irrecoverable value added tax but not including investment management fees)
the application form relating to trhe Offer which can be found on the Company's website
the articles of association of the Company, as amended from time to time
the board of directors of the Company
any day (other than a Saturday) on which clearing banks are open for normal banking business in sterling
the hours between 09:00 to 18:00 GMT on any Business Day
the British Venture Capital Association
"C Ordinary Shares"
C ordinary shares of 1 pence each in the capital of the Company
"C Ordinary Share Fund"
the net assets of the Company represented by the C Shares
Companies Act 2006 (as amended)
Triple Point Income VCT plc
the circular to Shareholders issued by the Company on 7 October 2016
D ordinary shares of 1 pence each in the capital of the Company
the net assets of the Company represented by the D Shares
the Disclosure Guidance and Transparency Rules made by the FCA under Part VI of FSMA
the Company's enhanced share buyback scheme which completed on 15 May 2013, the terms of which were set out in a circular to Shareholders dated 7 December 2012
the net assets of the Company represented by the E Ordinary Shares
Qualifying Investments comprised within the E Ordinary Share Fund
E ordinary shares of 1 pence each in the capital of the Company
the calculation used to determine the prices at which the E Ordinary Shares will be issued to investors pursuant to the Offer, as set out on page 22
the Enterprise Investment Scheme, satisfying the requirements of Part 5 of ITA 2007
an authorised introducer, authorised by the FCA, which does not provide advice to its client
the Financial Conduct Authority
the Financial Services and Markets Act 2000 (as amended)
the general meeting of the Company convened for 8 November 2016 (or any adjournment thereof)
Her Majesty's Revenue and Customs
"Howard Kennedy" or "Sponsor"
Howard Kennedy Corporate Services LLP
an agreement dated 14 December 2007 (the "IMA"), as amended
by deeds of variation dated 15 October 2012, 20 December 2013 and 28 October 2014 between the Company, Triple Point and TPAL under which Triple Point provides discretionary and advisory investment management services to the Company in respect of its portfolio of investments
the deed of variation to the IMA dated 7 October 2016, as detailed on pages 20 and 21
those members of Triple Point's investment management team whose details are set out on pages 17 and 18 of this document
the Company's investment policy from time to time
"Investor"
a subscriber for E Ordinary Shares under the Offer
"ITA 2007"
Income Tax Act 2007 (as amended)
"Listing Rules"
the listing rules of the UKLA
"London Stock Exchange"
London Stock Exchange plc
"Minimum Net Proceeds"
the minimum net proceeds of the Offer to be raised by the Company in order for the Company to issue E Ordinary Shares under the Offer, being £3,000,000
net asset value
"Non-Qualifying Investments"
the assets of the Company that are not Qualifying Investments
the offer for subscription by the Company as described in the Prospectus
the official list of the UKLA
"Ordinary Share Fund"
the net assets of the Company represented by the Ordinary Shares
Qualifying Investments comprised within the Ordinary Share Fund
ordinary shares of 1 pence each in the capital of the Company
together this document, the Registration Document and the Summary
the prospectus rules of the FCA
a company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007
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
the share registration document that, together with this document and the Summary, constitutes the Prospectus
a regulatory information service that is on the list of regulatory information services maintained by the FCA
the resolutions to be proposed at the General Meeting
State aid received by a company as defined in Section 280B (4) of ITA 2007
a holder of Shares
Ordinary Shares, A Ordinary Shares, C Ordinary Shares, D Ordinary Shares and E Ordinary Shares as the context may require (and each a "Share")
small and medium-sized enterprise
the summary that, together with this document and the Registration Document, constitutes the Prospectus
Triple Point Administration LLP of 18 St Swithin's lane, London, EC4N 8AD
guidelines on state aid to promote risk finance investments 2014/C 19/04
Triple Point Investment Management LLP of 18 St. Swithin's Lane, London, EC4N 8AD
Triple Point, Triple Point LLP and TPAL
the United Kingdom
the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Market Act 2000
private or public companies not quoted on any market or exchange
a company satisfying the requirements of Chapter 3 of Part 6 of ITA 2007 for venture capital trusts
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
1 The contract created by the acceptance of applications for the E Ordinary Shares will be conditional upon the admission of the relevant E Ordinary Shares to the Official List of the UKLA and to trading on the London Stock Exchange.
2 The right is reserved by the Receiving Agent to present all cheques for payment on receipt and to retain surplus application monies pending clearance of successful applicants' cheques. Interest earned on application monies will be used to meet bank charges and other costs. The Company also reserves the right to accept or reject in whole or in part, or to scale down or limit, any application for whatever number of E Ordinary Shares. 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 will be returned (without interest) by returning the relevant applicant's cheque or by crossed cheque in favour of the applicant, through the post at the risk of the person entitled thereto. In the meantime, application monies will be retained by the Company, 18 St. Swithin's Lane, London EC4N 8AD in its Offer bank account. The Offer will not be withdrawn after dealings in the E Ordinary Shares have commenced.
3 By completing and delivering an Application Form, you (as the applicant):
3.1 offer to subscribe to the E Ordinary Share Fund for an amount by issue of E Ordinary Shares (or such lesser amount for which your application is accepted) at a price per E Ordinary Share determined in accordance with the E Ordinary Share Price Calculation and on the terms and subject to this document, including these terms and conditions, and the Articles of Association of the Company;
3.2 agree that in consideration of the Company agreeing that it will not prior to the Offer closing issue or allot any E Ordinary Shares to any person other than by means of the procedures referred to in this document, your application shall 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 Agent of your Application Form;
3.3 warrant that your remittance will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive a share certificate or have your CREST account credited in respect of the amount by issue of E Ordinary Shares applied for unless and until you make payment in cleared funds for such amount by issue of E Ordinary Shares and such payment is accepted by the Company in its absolute discretion (which acceptance may be on the basis that you indemnify it 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 payment, the Company may (without prejudice to other rights) avoid the agreement to allot such E Ordinary Shares and may allot such E Ordinary Shares to some other person, in which case you will not be entitled to any payment in respect of such E Ordinary Shares;
3.4 agree that, in respect of the amount of E Ordinary Shares for which your application has been received and is not rejected, acceptance shall be constituted, at the election of the Company, either (i) by notification to the London Stock Exchange of the basis of allocation (in which case acceptance shall be on that basis) or (ii) by notification of acceptance thereof to TPAL;
3.5 agree that any monies returnable
to you may be retained by the Company pending clearance of your remittance and that such monies will not bear interest;
3.6 authorise the Company to send (a) share certificate(s) or (b) credit your CREST account in respect of the number of E Ordinary Shares for which your application is accepted and/or a crossed cheque for any monies returnable, by post, at the risk of the person entitled thereto, to the address of the person named as an applicant in the Application Form;
3.7 declare that a loan has not been made to you or any associate, which would not have been made or not have been made on the same terms, but for you offering to subscribe for, or acquiring, E Ordinary Shares and that the E Ordinary 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. (Please note that obtaining the reliefs available under the VCT legislation does not of itself constitute tax avoidance);
3.8 agree that all applications, acceptances of applications and contracts resulting therefrom shall be governed by and construed 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 to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
3.9 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 or any part thereof or involved in the preparation thereof shall have any
liability for any such other information or representation;
3.10 authorise the Company, the Registrar or any persons authorised by them, as your agent, to do all things necessary to effect registration of any E Ordinary Shares subscribed by you into your name or into the name of any person in whose favour the entitlement to any such E Ordinary Shares has been transferred and authorise any representatives of the Company or the Receiving Agent to execute any document required therefor and to enter your name on the register of members;
3.11 agree that, having had the opportunity to read this document, you shall be deemed to have had notice of all information and representations concerning the Company contained therein;
3.12 confirm and warrant that you have read and complied with paragraph 4 below;
3.13 confirm that you have received the restrictions contained in paragraph 5 below and warrant as provided therein;
3.14 warrant that you are not under the age of 18; and
3.15 agree that all documents and cheques sent by post to, by, or on behalf of the Company or the Triple Point Group, will be sent at the risk of the person entitled thereto.
4 No person receiving a copy of this document or an Application Form in any territory other than the United Kingdom 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 registration or other legal requirements. It is the responsibility of any person outside the United Kingdom wishing to make an application hereunder 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 in such territory.
5 The E Ordinary Shares have not been and will not be registered under the United States Securities Act 1933 (as amended) and, subject to certain exceptions, the E Ordinary Shares may not be offered, sold, renounced, transferred or delivered, directly or indirectly, in the United States or to any person in the United States. Persons subscribing for E Ordinary Shares shall be deemed, and (unless the Company is satisfied that B Shares can be allotted without breach of United States security laws) shall be required, to represent and warrant to the Company that they are not a person in the United States and that they are not subscribing for such E Ordinary Shares for the account of any such person and will not offer, sell, renounce, transfer or deliver, directly or indirectly, such E Ordinary Shares in the United States or to any such person. As used herein, "United States" means the United States of America (including each of the States and the District of Columbia) its territories or possessions or other areas subject to its jurisdiction. In addition, the Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended. The Triple Point Group will not be registered under the United States Investment Advisers Act of 1940, as amended.
6 This application is addressed to the Company and the Sponsor. The rights and remedies of the Company under these Terms and Conditions of Application are in addition to any rights and remedies which would otherwise be available to it, and the exercise or partial exercise of one will not prevent the exercise of others.
7 Authorised introducers who, acting on behalf of their clients where those clients are either professional client Investors or those instructing the authorised introducer on an execution-only basis, return valid Application Forms bearing their stamp and FCA number will be paid commission on the amount payable in respect of the amount subscribed for each such Application Form at the rates specified in the paragraph headed "Details of the Offer" in Part 1 of this Securities Note. Financial advisers should keep a record of Application Forms submitted bearing their stamp to substantiate any claim for their commission.
8 Save where the context otherwise requires, words and expressions defined in this document have the same meaning when used in the Application Form and any explanatory notes in relation thereto..
The contract created by the Company by accepting Application Forms as set out herein will be conditional on the Offer Agreement referred to in the Prospectus becoming unconditional and not being terminated in accordance with its terms and Resolutions 1, 2, 4 and 5 set out in the notice of General Meeting being passed at the General Meeting. The Offer is also conditional upon the Minimum Net Proceeds being raised before 12 noon on 31 March 2017 and HMRC confirming that the E Ordinary Shares to be issued under the Offer are eligible shares for VCT income tax relief purposes.
Copies of this Prospectus and the Application Forms are available for collection only, free of charge, from the Company's registered office at 18 St. Swithin's Lane, London EC4N 8AD from the date of this Prospectus until the closing of the Offer. A copy of this Prospectus has been submitted to the National Storage Mechanism and is available to the public for viewing online at the following website address: http://www.morningstar. co.uk/uk/NSM.
Triple Point may hold client money, as trustee, under the FCA's Client Asset rules. Where it does so, and the money is held with a third party credit institution, neither Triple Point nor the Company will be liable to the Investor:
Triple Point will ensure skill, care, and diligence are taken when selecting banks for the purpose of holding client money.
For further information please contact
18 St. Swithin's Lane
London EC4N 8AD Adviser and Investor Enquiries
020 7201 8990
Triple Point is the trading name for the Triple Point Group which includes the following companies and associated entities: Triple Point Investment Management LLP registered in England & Wales no. OC321250, authorised and regulated by the Financial Conduct Authority no. 456597, Triple Point Administration LLP registered in England & Wales no. OC391352 and authorised and regulated by the Financial Conduct Authority no. 618187, and TP Nominees Limited registered in England & Wales no.07839571, all of 18 St. Swithin's Lane, London, EC4N 8AD, UK
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