Aberdeen Growth Opportunities VCT 2 PLC - The Tax Shelter Report

Aberdeen Growth
Opportunities VCT 2 PLC
Mini-Prospectus
Sponsored by

A copy of this prospectus relating to Aberdeen Growth Opportunities VCT 2 PLC, prepared in accordance
with the listing rules made under section 74 of the Financial Services and Markets Act 2000, has been
delivered to the Registrar of Companies in accordance with section 83 of that Act.
The Directors of Aberdeen Growth Opportunities VCT 2 PLC, whose names appear under the heading
“Directors, Manager and Advisers” on page 4, accept responsibility for the information contained in this
document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to
ensure that such is the case) the information contained in this document is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Persons receiving this document should note that Charles Stanley is acting for Aberdeen Growth
Opportunities VCT 2 PLC and no-one else and will not be responsible to any other person for providing the
protections afforded to customers of Charles Stanley or providing advice in connection with the Offer.
Charles Stanley is authorised and regulated by the Financial Services Authority.
Application has been made to the UK Listing Authority for all of the Ordinary Shares in the Company (issued
and to be issued pursuant to the Offer) to be admitted to the Official List of the UK Listing Authority and to
the London Stock Exchange for those shares to be admitted to trading on its market for listed securities. It is
expected that such admissions will become effective, and that dealings in the Ordinary Shares will commence,
on 10 January 2005.
ABERDEEN GROWTH OPPORTUNITIES VCT 2 PLC
Incorporated in Scotland under the Companies Act 1985 with registered number SC272568
OFFER FOR SUBSCRIPTION
SPONSORED BY
CHARLES STANLEY & CO. LIMITED
of up to 40,000,000 Ordinary Shares of 10p each in the capital of the Company
at an issue price of 100p per share payable in full on subscription
MANAGER
ABERDEEN ASSET MANAGERS LIMITED
Information regarding the Offer is set out on pages 18 and 19 of this document. Completed Application
Forms, accompanied by a cheque or banker’s draft for the appropriate amount, should be sent by post or
delivered by hand to Capita IRG Plc, Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU so as to arrive (in relation to applications for the 2004/2005 tax year) no later
than 12 noon on 4 April 2005. Application Forms and cheques in relation to the 2005/2006 tax year must be
received by 12 noon on 30 May 2005.
Your attention is drawn to pages 8 and 9 of this document, which set out the risk factors associated with an
investment in the Company. Potential investors should consult their stockbroker, bank manager, solicitor,
accountant or other independent professional adviser authorised under the Financial Services and Markets
Act 2000 before investing in the Company.

Expected Timetable
Offer for Subscription opens Tuesday, 5 October 2004
First issue date (in relation to 2004/2005 tax year) Monday, 10 January 2005
Admission to listing and commencement of dealings
in the Ordinary Shares Monday, 10 January 2005
Final date for receipt of applications (in relation to 2004/2005 tax year)* Monday, 4 April 2005
Final issue date (in relation to 2004/2005 tax year)* Tuesday, 5 April 2005
First issue date (in relation to 2005/2006 tax year)* Wednesday, 6 April 2005
Final date for receipt of applications (in relation to 2005/2006 tax year)*Monday, 30 May 2005
Final issue date (in relation to 2005/2006 tax year)* Tuesday, 31 May 2005
* In the event that applications under the offer reach the maximum of 40,000,000 Ordinary Shares prior to this date, the Offer will close
and no further applications will be accepted.
Offer Statistics
Offer Price per Ordinary Share (Note 1)
100p
Number of Ordinary Shares in issue following the Offer Close (Note 2) 40,000,000
Minimum aggregate subscription for the Offer to proceed £2,000,000
Estimated net proceeds (Note 3) £38,000,000
Initial net asset value per Ordinary Share immediately following the Offer Close
95p
Note 1: The minimum subscription per individual application is £3,000.
Note 2: Assuming the Offer is fully subscribed.
Note 3: These figures are based on the estimated expenses of the Offer as described in paragraph 9(e) of Part III of this document.
2

CONTENTS
Page No.
Expected Timetable and Offer Statistics 2
Directors, Manager and Advisers 4
Key Information 5
Definitions 6
Risk Factors 8
Part I Aberdeen Growth Opportunities VCT 2 PLC 10
Introduction 10
Investment Opportunity and Prospects 10
Investment Policy 10
Investment Criteria 11
Investment Process 11
Manager 12
– Investment Management Expertise 12
– Performance Track Record 13
– Substantial Deal Flow 13
Managing Risk in Unquoted Investments 13
Funds Awaiting Investment in Qualifying VCT Investments 14
Valuation of Investments 14
Co-investment Relationships 14
Dividend Policy 15
Dividend Reinvestment 15
Borrowings 15
Directors 15
Management and Administration Fees 16
Accounts 17
Life of the Company 17
Share Buy-Back Facility 17
The Offer Details 18
Commission Payable to Authorised Financial Intermediaries 19
Applications and Dealings 19
Taxation 19
Part II Venture Capital Trusts: Their Structure and Taxation 20
Part III General Information 24
Part IV Terms and Conditions of Application for the Offer 42
Part V Terms and Conditions of the Dividend Reinvestment Scheme 46
Notes on how to complete the Application Form 49
Application Form 51
3

DIRECTORS, MANAGER AND ADVISERS
Directors
Manager
Secretary
Registered Office of the Company
Sponsor
Solicitors to the Company
Auditors
Custodian and Principal Bankers
Registrar
Receiving Agent
Ian Donald Cormack (Chairman)
Martin James Gilbert
Malcolm David Graham-Wood
Andrew Christopher Lapping
Steven Scott
all of
123 St. Vincent Street
Glasgow G2 5EA
Aberdeen Asset Managers Limited
10 Queen’s Terrace
Aberdeen AB10 1YG
Aberdeen Asset Management PLC
10 Queen’s Terrace
Aberdeen AB10 1YG
123 St. Vincent Street
Glasgow G2 5EA
Charles Stanley & Co. Limited
25 Luke Street
London EC2A 4AR
Dickson Minto W.S.
16 Charlotte Square
Edinburgh EH2 4DF
Ernst & Young LLP
George House
50 George Square
Glasgow G2 1RR
JP Morgan Chase Bank
125 London Wall
London EC2Y 5AJ
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Capita IRG Plc
Corporate Actions
PO Box 166
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
4

KEY INFORMATION
The following information is derived from, and should be read in conjunction with, the full text of
this document. Your attention is also drawn to the risk factors described on pages 8 and 9 of this
document.
The Company’s objective is to achieve long term capital appreciation principally through
investment in smaller unquoted UK companies with strong growth potential.
The Directors believe that the launch of Aberdeen Growth Opportunities VCT 2 will provide
Shareholders with an attractive opportunity to establish a long term holding in a portfolio of
smaller unquoted UK companies.
The Company will be managed by AMJPE, the private equity division of Aberdeen Asset
Managers, which will have responsibility for the management of the Company’s portfolio of
smaller unquoted UK companies.
AMJPE has an established track record of investing in smaller unquoted UK companies, with
aggregate private equity funds under management of £363 million.
The Company’s senior fund manager, Bill Nixon, has achieved an annual compound IRR on
realised unquoted investments of 61.0 per cent. and on realised and unrealised investments of
53.3 per cent. for the period from 1 April 1991 to 31 May 2004 (please refer to the
Performance Track Record section on page 13 for full details of the basis of the calculation of
these figures).
Venture capital trusts offer substantial tax advantages to UK resident individuals, aged 18
and over, on investments of up to £200,000 in any tax year. The launch of the Company will
straddle two tax years, allowing a qualifying investor to subscribe for up to a total of
£400,000. The following significant tax reliefs should be available on such investments:
income tax relief of 40 per cent. on the amount subscribed in those tax years, provided
the shares are held for at least three years; and
no income tax on dividends and no capital gains tax on capital gains.
The effective cost of making an investment of £10,000 in either of these tax years would be
only £6,000, if the conditions for such tax relief are satisfied.
Prior to investing in qualifying VCT investments, it is intended that monies will be invested
principally in UK gilts, triple A rated UK corporate bonds and Aberdeen Group managed UK
bond funds. The Company will also have the flexibility to invest in money market
instruments and cash deposits, as and when it is considered appropriate.
Aberdeen Asset Managers’ management fee in relation to the Company will be 2.0 per cent.
per annum (plus VAT) in the period to 31 December 2006 and thereafter 2.5 per cent. per
annum (plus VAT) of the total assets less adjusted current liabilities of the Company.
During the initial investment period of the Company, the Directors expect that dividends, if
any, will be paid from income from the Company’s portfolio of cash, UK gilts and UK
corporate bonds.
An investment in a venture capital trust carries a higher risk than many other forms of investment.
Your attention is drawn to the risk factors set out on pages 8 and 9 of this document. Prospective
investors should regard an investment in the Company as a long term investment, particularly as
regards the Company’s investment objective and policy and the three year period for which
Shareholders must hold their Ordinary Shares to retain their initial income tax relief. An investment
in the Company is only suitable for investors who are capable of evaluating the risks and merits of
such investment and who have sufficient resources to bear any loss which might result from such
investment.
5

DEFINITIONS
The following definitions are used in this document, except where the context requires otherwise:
“Aberdeen Asset Managers”
or “Manager”
“Aberdeen Group”
“the Act”
“Admission”
“AIM”
“AMJPE”
“AMJPE Funds”
“Application Form”
“Articles”
“Charles Stanley”
“Company” or
“Aberdeen Growth
Opportunities VCT 2”
“CREST”
“Directors” or “Board”
“IRR”
“Listing Rules”
“London Stock Exchange”
“Management Agreement”
Aberdeen Asset Managers Limited
Aberdeen Asset Management PLC and its subsidiaries
the Companies Act 1985, as amended
the first admission of Ordinary Shares issued pursuant to the
Offer for Subscription to the Official List and to trading on the
London Stock Exchange’s market for listed securities
the Alternative Investment Market of the London Stock
Exchange
Aberdeen Murray Johnstone Private Equity, the private equity
division of the Aberdeen Group
the private equity funds managed by AMJPE
the application form in respect of the Offer in the form attached
to this document
the Articles of Association of the Company
Charles Stanley & Co. Limited
Aberdeen Growth Opportunities VCT 2 PLC
the relevant system for the paperless settlement of trades and the
holding of uncertificated securities operated by CRESTCo
Limited
the directors of the Company
that rate of discount which equates the present value of the cash
outflows associated with investments made with the sum of the
present value of the cash inflows accruing from such investments
and the present value of the unrealised portfolio valuation
(calculated at 31 May 2004), calculated on the assumption that
cashflows are made on the last day of the financial year in which
they appear
the Listing Rules of the UK Listing Authority
London Stock Exchange plc
the agreement between the Company and the Manager which is
summarised in paragraph 6(b) of Part III of this document
6

“net asset value”
“Offer Close”
“Offer for Subscription” or
“Offer”
“Offer Price”
“Official List”
“Ordinary Share” or “Share”
“Shareholder”
“smaller unquoted UK
companies”
“UK Listing Authority”
“VCT” or “venture capital
trust”
total assets less liabilities (valuing assets and providing for
liabilities in accordance with the normal accounting policies of
the Company)
the date the Offer is closed or, if later, the date of the final issue of
Ordinary Shares under the Offer.
the Offer for Subscription of up to 40 million Ordinary Shares
described in this document
100p per Ordinary Share
the Official List of the UK Listing Authority
an ordinary share of 10p in the capital of the Company
a holder of Ordinary Shares
unquoted UK companies with gross assets of less than
£15 million (including AIM traded companies)
the Financial Services Authority, acting in its capacity as the
competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000
a venture capital trust as defined by section 842AA of the Income
and Corporation Taxes Act 1988, as amended
7

RISK FACTORS
Prospective investors should be aware that the value of Shares in the Company and the income from
them can fluctuate. In addition, it is unlikely that the market price of the Shares will fully reflect their
underlying net asset value.
As well as the general risk factors outlined above, investing in a venture capital trust and in smaller
unquoted UK companies carries some particular risks as set out below.
Investments in smaller unquoted UK companies are substantially riskier than investments in
larger companies or in companies listed on the Official List. An investment in the Company is
only suitable for investors who are capable of evaluating the risks and merits of such
investment and who have sufficient resources to bear any loss which might result from such
investment.
To comply with VCT legislation the qualifying investments in which the Company must
invest at least 70 per cent. of its capital within three years must have gross assets of not more
than £15 million each prior to investment. Such companies generally have a higher risk
profile than larger companies.
The levels and bases of relief from taxation may change. The tax reliefs referred to in Key
Information and on pages 20 to 23 in Part II are those currently available and their values
depend on the individual circumstances of investors.
It is the intention of the Directors that the Company will be managed at all times so as to
qualify as a venture capital trust. However, due to the nature of the requirements of the
legislation concerning maintenance of venture capital trust status, there is no guarantee that
such status will be maintained.
A failure to meet the qualifying requirements for a venture capital trust could result in some or
all of the following: the loss of tax reliefs previously obtained in relation to corporation tax on
capital gains made by the venture capital trust itself, a requirement to repay the income tax
relief on subscription by investors for Ordinary Shares in the venture capital trust and income
tax becoming payable on subsequent payments of dividends by a venture capital trust. A
disposal of shares in a company which has lost venture capital trust status may be liable to tax
on capital gains, although any part of a gain attributable to a period for which the venture
capital trust was approved will be exempt. Investors should refer to the detailed description
of the consequences of loss of venture capital trust status set out in paragraph 4 of Part II of
this document.
As the gains resulting from investments in venture capital trusts are exempt from tax on
capital gains, any realised losses on a disposal of Shares cannot be offset against any
chargeable realised gains.
There is not likely to be a liquid market in the Company’s Shares and it may prove difficult to
realise the Shares. Prospective investors should be aware that the sale of Shares in the
Company within three years of their issue will result in the income tax relief on subscription
being repayable.
New regulations have come into force which may restrict the ability of the Board to use the
special reserve referred to on page 18 of Part I of this document to purchase Shares up to the
third anniversary of the Offer Close.
The Company’s ability to obtain maximum value from its investments (for example through
liquidation or takeover) may be limited by the requirements imposed in order to maintain the
tax status of the Company (such as the obligation to have 70 per cent. by value of its
investments in qualifying holdings).
Changes in legislation concerning VCTs in general, and qualifying investments and
qualifying trades in particular, may restrict or adversely affect the ability of the Company to
meet its objectives and/or may reduce the level of returns which would otherwise have been
achievable.
The Company’s investments will be largely in companies whose shares are not publicly
traded or for which there is not a liquid market and may, therefore, be difficult to realise.
8

There is no guarantee that the Company’s objectives will be met or that suitable investment
opportunities will be identified. In particular, there could be a downturn in the economy
thereby reducing opportunities.
The past performance of investments made by funds managed by the Aberdeen Group should
not be regarded as an indication of the future performance of investments to be made by the
Company. The past performance of the AMJPE Funds and Aberdeen Group funds is not a
guide to the future performance of the Company.
The performance figures on page 13 relate to Bill Nixon as an individual and not to any
company within or any division of the Aberdeen Group. There is no guarantee that Bill Nixon
or any of the other investment or portfolio management executives of AMJPE will remain as
employees of Aberdeen Asset Managers. The departure of Bill Nixon may have an adverse
effect on the performance of the Company.
Under the terms of the Management Agreement, the Company has appointed the Manager
for an initial four year term beginning on the date of Admission. In the event that the
Company seeks to terminate the Management Agreement prior to the expiry of such initial
term, it is likely the Company would be liable to compensate the Manager in respect of any
unexpired period of that initial term. Following expiry of the initial term, the Company may
terminate the Management Agreement on one year’s notice.
9

PART I
Aberdeen Growth Opportunities VCT 2 PLC
Introduction
The Company’s objective is to achieve long term capital appreciation through investment
principally in smaller unquoted UK companies with strong growth potential.
The Company is being launched by way of an Offer for Subscription at an Offer Price of 100p per
Share. The timing of the launch of the Company will allow investors to take full advantage of the
tax reliefs available for both the 2004/2005 and 2005/2006 tax years. Application has been made
to the UK Listing Authority for the Ordinary Shares to be admitted to the Official List and to the
London Stock Exchange for admission to trading on its market for listed securities.
Investment Opportunity and Prospects
The Directors believe that the number of unquoted investment opportunities in the UK available to
the Manager make it appropriate to offer investors the opportunity to subscribe for shares in a new
venture capital trust, Aberdeen Growth Opportunities VCT 2 PLC.
The Company intends to invest in companies with strong growth potential across a wide spectrum
of stages of development. It will invest principally in smaller unquoted UK companies (including
AIM traded companies) which are established and are already generating revenues.
The Directors believe that the Company provides an attractive opportunity to establish a long term
holding in a portfolio of smaller unquoted UK companies across a broad range of sectors for the
following reasons.
Growth: The Company will aim to invest in companies with strong growth potential, backing
management teams with the determination to drive their companies forward.
Entry Price: It is possible to invest in many smaller unquoted UK companies on more
attractive terms than larger listed companies. The Company will provide access to this
attractive investment opportunity.
Returns: The Company will aim to invest in companies where a clear exit strategy can be
identified which should provide enhanced returns to investors.
Co-investment: The Company intends to co-invest with the AMJPE Funds giving it access to
transactions of a size outside the range of a single VCT.
Prospects: The Directors believe that the current UK economic climate is conducive to private
equity investment. It is generally expected that UK interest rates will remain relatively stable
and that the UK economy will experience moderate but steady economic growth over the
short and medium term. The Directors believe, in the light of the Company’s investment
policy, that the prospects for the Company for its current financial year and into the medium
term are therefore favourable.
Investment Policy
The principal investment policy of the Company is to ensure that the majority of its funds are
invested in shares and securities of smaller unquoted UK companies which constitute qualifying
investments in order to fulfil, within the relevant time limits, the minimum requirements for
achieving and maintaining VCT status. The Company may invest in companies traded on AIM.
However, it is not intended that the Company will invest more than 25 per cent. of its gross assets in
AIM traded companies. The Company will generally invest in established companies but shall also
be permitted to invest up to 25 per cent. of its gross assets in companies that are at an early stage of
development but show high growth potential with an identifiable short term revenue stream.
10

It is intended that the Company will invest in smaller unquoted UK companies across a broad range
of sectors to ensure that Aberdeen Growth Opportunities VCT 2 achieves sectoral diversification.
The Company will not invest in hostile public to private transactions.
The Directors, together with Aberdeen Asset Managers, intend to seek to control the risk normally
associated with investments in smaller unquoted UK companies by:
investing in a minimum of thirty companies (assuming full subscription under the Offer);
diversifying risk through co-investment with the AMJPE Funds in larger-sized transactions;
investing across a range of sectors in the UK;
actively monitoring the progress of investee companies; and
seeking to appoint a non-executive director to the board of each private investee company,
from the investment management team of AMJPE or from its pool of experienced
independent directors.
Investment Criteria
AMJPE has identified the following criteria as key to making successful investments and will seek to
apply them to each potential investment:
an entrepreneurial management team;
the potential to achieve high growth;
products or services which address a defined market;
a credible marketing strategy capable of achieving planned growth;
products or services that are already generating revenues, although investment may be
considered where products are at an early stage of development but with an identifiable
revenue stream and where there is both a defined route to market and third party industry
validation;
where appropriate, intellectual property rights relating to the products which are, or are
capable of being, protected; and
the prospect of significant returns from the initial investment.
Investment Process
In making new investments the Manager applies a rigorous investment process. An initial desktop
review is undertaken to filter potential transactions. This is followed by on-site discussions between
executive management and members of the AMJPE team who carry out an analysis of the business,
sector, pricing and, most importantly, senior management. Regardless of the industry sector, the
capability of the management team is always one of the most important factors when investing in
private companies. A lengthy period is spent evaluating the senior management team’s ability to
run the business, including obtaining detailed references.
Once a financial model incorporating predicted returns has been prepared, initial approval is
required from AMJPE’s investment committee. If initial approval is obtained, an accountancy firm
carries out financial due diligence. Finally, a submission is prepared collating all key aspects of the
transaction for final consideration by the investment committee of AMJPE.
AIM introductions are normally made via the sponsoring broker, after which the investment
manager will meet with key members of the management team on at least one occasion. An
evaluation of the business model, customer and supplier relationships, competitive advantage and
ultimate value are taken into account before making a decision on whether or not to invest. For
smaller unquoted UK companies, stock selection is a crucial factor, and although portfolios are
constructed to provide a balanced sector exposure, the decisions are made on the merits of each
individual company.
11

After each AIM traded investment is made, stock prices are monitored on a daily basis and the
company management meet with the investment manager at AMJPE on a regular basis.
Manager
To maximise the potential for success, the Directors believe that the manager of a venture capital
trust should be able to satisfy the following criteria:
investment management expertise;
performance track record; and
substantial deal flow.
Investment Management Expertise
(a) Aberdeen Group
The Company will be managed by AMJPE, the private equity division of Aberdeen Asset
Managers. Aberdeen Asset Managers is a subsidiary of Aberdeen Asset Management PLC. The
Aberdeen Group, as at 31 July 2004, managed over £20.6 billion of assets for a wide range of
clients. Aberdeen Asset Management PLC is listed on both the London and Singapore stock
exchanges with a market capitalisation, as at 30 September 2004, of over £200 million. Aberdeen
Asset Managers is authorised and regulated by the Financial Services Authority.
(b) AMJPE
AMJPE, which will have responsibility for all of the Company’s investments, is the private equity
division of the Aberdeen Group. AMJPE had aggregate private equity funds under management of
£363 million as at 31 August 2004. AMJPE is currently responsible for the investment
management of six venture capital trusts including Aberdeen Growth VCT I PLC and Aberdeen
Growth Opportunities VCT PLC. These VCTs invest in unquoted companies at various stages of
their development and AIM traded companies in the United Kingdom. AMJPE also manages a
private equity investment trust, Aberdeen Development Capital PLC, three limited partnerships
and a number of segregated portfolios. The private equity team has substantial experience of
unquoted investment and possesses a diversity of business skills, contacts and proven investment
judgement. The private equity team has many years experience in providing equity funding to
unquoted companies. Aberdeen Asset Managers invests in AIM traded companies through a
number of its funds, with a total of approximately £33 million invested in such companies.
The Aberdeen Group believes that the ability of the Company to focus on smaller unquoted UK
companies has been enhanced by the appointment of Bill Nixon as the senior fund manager of the
Company. He has a successful track record of investing in unquoted companies.
Bill Nixon, 41, is head of the private equity team in Glasgow and a member of the executive
management committee and the investment committee of AMJPE. He is a qualified Scottish banker
and obtained an MBA from Strathclyde University in 1996. He joined Clydesdale Bank PLC in
1980 and held a number of roles, including within the Corporate Banking and Commercial Credit
divisions. Between 1991 and 1999 he was an Investment Manager for Clydesdale Bank Equity
Limited (“CBE”), the private equity business of National Australia Group (UK) Limited. In 1996
he was appointed a director of CBE and in 1998 became head of that business. He managed the sale
of CBE to Aberdeen Development Capital PLC in 1999 and joined the Aberdeen Group as director
in charge of the private equity team in Glasgow. He has led more than 40 private equity transactions
since 1991 and numerous AIM investments. He is a non-executive director of a number of private
companies.
Judith MacKenzie will have responsibility for the day to day management of the Company jointly
with Bill Nixon.
12

Judith MacKenzie, 31, is an investment manager with AMJPE. She was formerly an extel rated
analyst, specialising in small company technology, media and telecom sectors with Brewin Dolphin
Bell Lawrie, where she spent four years. She was responsible for the fundraising and analyst role on
a number of AIM listings. Prior to that she spent two years as a Small Company and FTSE
Electronics and Engineering analyst with Albert E Sharp in Glasgow. She joined AMJPE in 2001
and has led a number of private equity transactions and AIM investments for funds managed by
AMJPE. She is a Fellow of the Securities Institute, a non-executive director of Citel Technologies
Limited and a Scottish Executive appointee to the Scottish Industrial Development Advisory Board.
Performance Track Record
Set out below is Bill Nixon’s performance track record in unquoted investments made during the
period from 1 April 1991 to 31 May 2004*†.
Realised and
Realised Return
Unrealised Return
61.0% annual compound IRR 53.3% annual compound IRR
Source: Aberdeen Asset Managers
* The annual compound IRRs set out above have been calculated before the deduction of management and performance fees.
Unrealised investments are valued in accordance with the valuation policies described in this document.
† Bill Nixon’s performance track record includes all investments in CBE from 1 April 1991 where the initial investment was made by Bill
Nixon, or by a team which included him, and where he participated in the management and disposal of the investment. Bill Nixon’s
track record also includes all investments made by Aberdeen Growth Opportunities VCT PLC and any other investments in the
AMJPE Funds where the team headed by Bill Nixon made the initial investment and has been responsible for the management of such
investment thereafter.
The past performance shown above should not be regarded as an indication of the future
performance of investments to be made by the Company. The performance figures given for Bill
Nixon should not be interpreted as an attempt to predict the likely levels of returns of the Company.
Substantial Deal Flow
AMJPE has an extensive network of relationships with brokers, corporate finance houses, other
venture capitalists, accountants and lawyers throughout the UK. In addition, a proportion of deal
flow is derived from the AMJPE team’s relationships with individuals acting as non-executive
directors in investee companies.
In the last 12 months, a substantial number of introductions were made to AMJPE, by companies
spread across the UK. There is a strong cross-sector deal flow in acquisition finance, MBOs, and
development capital stage deals. AMJPE has productive relationships with a number of London
stock-broking houses, which have resulted in approximately 30 AIM introductions in the last 12
months.
In addition, AMJPE has access to a wide range of introductions from Development Agencies,
including access to the Scottish Co-Investment Fund, UK universities and specific technology
related bodies.
Managing Risk in Unquoted Investments
The risks involved in investing in smaller unquoted UK companies are generally reduced by
investing through the medium of a fund such as a venture capital trust. The Company aims to
manage risk by investing in around thirty different businesses across a broad range of sectors in the
UK.
Furthermore, the ability of the Company to co-invest with other private equity funds managed by
the Aberdeen Group in transactions requiring funding in excess of £1 million facilitates access to
larger deals and, therefore, allows a broader spread of risk than would be the case if it was to invest
individually only in smaller transactions.
13

Small to medium sized unquoted companies often benefit from management assistance as well as
capital investment. The Directors believe that AMJPE has the expertise to provide commercial and
corporate finance support to investee companies. The investment management team continually
tracks the performance of investee companies, advising on strategy and managing the realisation
process. In addition, a non-executive director will normally be appointed to the board of each
private investee company. Such a director will be drawn from the AMJPE team or from its pool of
experienced independent directors.
Your attention is drawn to pages 8 and 9 of this document for full disclosure of risk factors relating
to the Company.
Funds Awaiting Investment in Qualifying VCT Investments
Prior to investment in qualifying holdings, it is intended that monies will be invested principally in
UK gilts, triple A rated UK corporate bonds and Aberdeen Group managed UK bond funds. The
Company will also have the flexibility to invest in money market instruments and cash deposits, as
and when it is considered appropriate. In calculating the management fee payable to the Manager
by the Company under the Management Agreement, the management fees payable on the
Company’s assets held in Aberdeen managed entities will be deducted. Therefore, the aggregate
management fees payable to the Manager will not exceed the fee otherwise payable to the Manager
under the Management Agreement.
Valuation of Investments
The Directors’ policy in valuing unquoted investments (excluding investments traded on AIM) will
be to carry them at cost except in the following circumstances:
where a company’s sustained underperformance against plan indicates a diminution in value
of the investment, a provision against the cost of the investment will be made;
where a company is well established and profitable, the shares may be valued by applying a
suitable price to earnings ratio to the company’s earnings. The ratio will be based on a
comparable listed company or sector but discounted to reflect the lack of marketability of
unquoted investments;
where a value is indicated by a material arms-length transaction by a third party in the shares
of the company, that value will be applied; and
unquoted investments will not normally be revalued upwards for a period of at least 12
months from the date of the acquisition.
Quoted investments and AIM traded investments will usually be valued at the middle market price.
The Directors and the Manager believe that the above policies are consistent with the Guidelines for
the Valuation and Disclosure of Venture Capital Portfolios issued by the British Venture Capital
Association.
Co-investment Relationships
The Company intends to co-invest alongside the AMJPE Funds managed by the Aberdeen Group
whenever appropriate. The decision as to which funds co-invest will be taken on a case by case basis
and the suitability of the assets to a particular fund will be taken into account. Any co-investment
will be made at the same time and on the same terms and will be fairly allocated by the Manager
between the respective funds. The allocation policy will take into account whether the Company or
any of the AMJPE Funds has insufficient available funds and whether the Company or the AMJPE
Funds would have:
over exposure to any investment sector;
a requirement for follow-on finance which the relevant fund would be unable to finance for
any reason.
14

Where there is any proposed variation from this co-investment policy, the chairmen of the relevant
funds will be consulted and their consent obtained prior to investment, as part of the investment
approval process.
Dividend Policy
During the initial investment period of the Company, the Directors expect that dividends, if any,
will be paid from income from the Company’s portfolio of cash, UK gilts and UK corporate bonds.
Once the Company’s portfolio is more fully invested in smaller unquoted UK companies and as
capital profits are realised, the Directors intend to adopt a policy of distributing a substantial
proportion of cash returns from the portfolio, including realised capital gains. After the initial
investment period, the Directors aim to pursue a progressive dividend policy at a rate they believe
will be sustainable, taking into account the level of cash returns from realisations in the portfolio,
prevailing market conditions and re-investment opportunities. Investors should be aware that the
timing and amount of realised profits cannot be predicted and accordingly it may be some time
before dividends, if any, are paid by the Company after the initial investment period.
Venture capital trusts can distribute realised capital profits from the sale of underlying investments
and income by way of dividends, which are free of income tax, to qualifying investors. As stated
above, the Directors intend to take advantage of this ability if and when it is considered
appropriate.
In order to qualify as a venture capital trust under the provisions of the relevant legislation, the
Company may not retain, in respect of any accounting period, more than 15 per cent. of the income
it derives from shares and securities.
Dividend Reinvestment
The Directors intend to offer Shareholders the opportunity to reinvest their dividends by
subscribing for new Ordinary Shares in the Company. Shareholders who wish to reinvest their
dividends by subscribing for new Ordinary Shares in the Company should tick the relevant box on
the Application Form and refer to the Terms and Conditions of the Dividend Reinvestment Scheme
set out in Part V of this document.
The substantial tax reliefs detailed in Part II of this document should be available to qualifying
investors reinvesting their dividends in these new Ordinary Shares. Such reliefs will not be available
in any tax year where a Shareholder has already subscribed for venture capital trust shares equal to
or in excess of the relevant limit. In the event of the Company being wound up within three years of
Shares being issued (pursuant to dividend reinvestment or otherwise) then Shareholders may be
required to repay their initial income tax relief.
Shareholders are advised to take independent professional advice before committing to dividend
reinvestment.
Borrowings
The Directors do not intend that the Company will borrow during the first three years following
Admission, except for the use of short-term bridging facilities. Thereafter, borrowing facilities will
be used if the Directors consider that these will lead to an enhanced rate of growth in the net assets
of the Company. It is not anticipated that the Company will borrow an amount in excess of 15 per
cent. of its aggregate capital and reserves.
15

Directors
The Board of the Company comprises five Directors all of whom are non-executive and four of
whom will be independent of the Aberdeen Group. Biographies of the Directors are summarised
below.
Ian Cormack, (Chairman) 56, has an MA in Politics, Philosophy and Economics from Oxford
University. He spent 30 years at Citigroup (formerly Citibank), occupying many senior positions in
the bank including Country Head (CCO) for Citicorp in the UK, Chairman of Citibank
International and most recently occupying the position of Co-head of Global Financial Institutions.
Following his career at Citigroup, he spent two years at AIG Inc where he was Chief Executive of
insurance, financial services and asset management businesses in Europe. He is currently a Partner
at Cormack Tansey Partners, a consulting practice, and holds a number of directorships.
Martin Gilbert, 49, qualified as a chartered accountant in 1982 and thereafter pursued a career in
investment management. He was one of the founding directors, and is now chief executive, of
Aberdeen Asset Management PLC. He is chairman of FirstGroup PLC and a director of Aberdeen
Development Capital PLC, Aberdeen Growth VCT I PLC and Aberdeen Growth Opportunities
VCT PLC.
Andrew Lapping, 41, worked for PricewaterhouseCoopers for twelve years, specialising in
corporate finance and tax planning. He established a private equity company, The Hamilton
Portfolio Limited, with John Boyle in May 1999. He has managed a number of private equity and
AIM investments. He is a fellow of The Chartered Institute of Taxation and is a non-executive
director of a number of private companies.
Malcolm Graham-Wood, 47, began his career with Wood Mackenzie in 1979. He has spent the
past 25 years working in the City as an analyst and as a salesman and was head of the UK equity
department at Williams de Broe.
Steven Scott, 39, is a qualified chartered accountant. He worked in the Bank of Scotland Structured
Finance Group before becoming a director of Royal Bank Development Capital, the private equity
division of The Royal Bank of Scotland plc. In 1999, he founded Penta Capital, an independent UK
private equity manager with over £147 million under management. Penta Capital manages two
debut funds, a mid-market fund and an early stage technology fund.
Management and Administration Fees
The Board of the Company will be responsible for determining the Company’s investment policy
and will have overall responsibility for the Company’s activities. The Company has entered into the
Management Agreement with Aberdeen Asset Managers, under which Aberdeen Asset Managers
will be responsible for managing the Company’s portfolio of assets on a discretionary basis, subject
to overall supervision by the Directors.
The Management Agreement will be for an initial period of four years. It may be terminated by
either party giving to the other not less than twelve months’ prior notice in writing, such notice
expiring on or any time after the end of the initial period. The Management Agreement will be
terminable in certain other circumstances (detailed in paragraph 6(b) of Part III of this document) in
which compensation may be due to the Manager.
Aberdeen Asset Managers will receive from the Company a management fee of 2.0 per cent. per
annum (plus VAT) in the period ending 31 December 2006 and thereafter 2.5 per cent. per annum
(plus VAT) of the total assets less adjusted current liabilities of the Company. Current liabilities will
exclude monies borrowed to finance the investment objectives of the Company. The annual
management fee will be calculated and payable quarterly in arrears.
In addition, the Manager will be entitled to receive a performance fee equal to 20 per cent. of the
amount by which the increase in the adjusted net asset value since Admission exceeds the hurdle
amount. For the purposes of the performance fee, the adjusted net asset value is the net asset value
of the Company at the relevant date plus any distributions made to shareholders in the period since
Admission and the hurdle amount is an amount equal to simple interest at a rate of 6.0 per cent.
16

per annum on the paid up share capital of the Company from time to time (ignoring any reduction
in capital). The first payment of the performance fee will only be made after the end of the
Company’s fifth accounting period and will be based on the cumulative performance over the
period from Admission to 31 December 2009. Thereafter, the performance fee will be payable
annually and in certain other circumstances, including on final realisation of the Company’s
investments in a winding up, with any cumulative shortfalls below the hurdle amount having to be
made up in later years before any performance fee is payable.
The Manager may receive fees from monies invested in other Aberdeen Group products while such
money is awaiting investment in VCT qualifying investments. However the aggregate management
fees payable by the Company in respect of the Company’s assets will not exceed the fee payable to
the Manager under the Management Agreement. Further information on the Management
Agreement can be found in paragraph 6(b) of Part III of this document.
In addition, the Manager will provide administrative services to the Company (including the
provision of Aberdeen Asset Management PLC as secretary of the Company) and in respect of these
services will receive an annual fee of £60,000 (plus VAT), adjusted annually in line with the UK
Consumer Prices Index, which will be payable monthly in advance with effect from Admission.
The management fee will be chargeable 20 per cent. against revenue and 80 per cent. against capital
reserves. The administrative fee will be chargeable against revenue.
Assuming the Offer is fully subscribed at £40 million on 10 January 2005, the expected first issue
date under the Offer, it is expected that the total management and administration expenses of the
Company, inclusive of any irrecoverable VAT, but not including the costs of the Offer, will be not
more than 3.0 per cent. of the value of the Company’s assets, on an annualised basis, in the period to
31 December 2005.
Separately, in line with common practice in the private equity industry, Aberdeen Asset Managers
retains the right to charge arrangement fees, for example, when Aberdeen Asset Managers acts as
the leading or sole institutional investor, and monitoring fees, where appropriate, from companies
in which the Company invests. Aberdeen Asset Managers will be responsible for external costs,
such as legal and accounting fees incurred on transactions that do not proceed to completion.
Aberdeen Asset Managers will receive a payment of 5 per cent. of the total subscription proceeds of
the Offer, from which it will pay all the costs of the Offer including the commission payments
referred to on page 19. In the event that such costs exceed 5 per cent, Aberdeen Asset Managers will
pay such costs itself.
Accounts
The Company’s annual report and accounts will be made up to 31 December each year and will
normally be sent to Shareholders in April. Shareholders will also receive unaudited interim reports.
The first report expected to be sent to the Shareholders of the Company will be the interim report in
respect of the period ending 30 June 2005.
Life of the Company
It is not intended that the Company should have a limited life, but it is considered desirable that
Shareholders should have the opportunity to review the future of the Company at appropriate
intervals. Accordingly, the Articles contain provisions requiring the Directors to propose an
ordinary resolution to approve the continuation of the Company, in its then form, for
consideration by Shareholders at the Company’s Annual General Meeting in 2014 and thereafter at
five yearly intervals.
Share Buy-Back Facility
The Directors are aware that the Ordinary Shares are likely to trade at a discount to their net asset
value per share at some point. In addition, it is likely that there will not be a liquid market in the
Ordinary Shares. The Directors consider that the Company should have the ability to purchase its
Ordinary Shares in the market with the aim of reducing any discount and increasing the net asset
value per share of the remaining Ordinary Shares.
17

The Act provides that a public company may purchase its own shares only out of distributable
profits or out of the proceeds of a fresh issue of shares made for the purpose of the purchase. A
special resolution has been passed at an extraordinary general meeting of the Company authorising
the cancellation of the share premium account of the Company following the issue of Ordinary
Shares under the Offer. The Company intends to apply to the Court to cancel its share premium
account (created on the issue of Ordinary Shares) and to establish a new special reserve, which may
be treated as distributable profits for all purposes, out of which purchases of Ordinary Shares can
be made. New regulations have come into force which may restrict the ability of the Board to use the
special reserve to purchase Shares up to the third anniversary of the Offer Close.
A special resolution has been passed at an extraordinary general meeting of the Company
authorising the Company to make purchases of up to 14.99 per cent. of the Ordinary Shares in issue
following the Offer Close.
Purchases of Ordinary Shares will be made within guidelines established from time to time by the
Board. The timing of any purchases will be decided by the Board. Under the Listing Rules of the UK
Listing Authority, the price paid for the Ordinary Shares must currently be not more than 5 per
cent. above the average of the market values of the Ordinary Shares for the five business days prior
to the Ordinary Shares being purchased. The power to purchase Ordinary Shares will be exercised
only if in the opinion of the Directors a repurchase would be in the best interest of Shareholders as a
whole. Any Ordinary Shares purchased will be cancelled or will be held in treasury and may be
reissued at not less than the net asset value of an Ordinary Share at the time of the issue.
The Offer Details
The Ordinary Shares are being offered by means of an Offer for Subscription at 100p per Share
payable in full on subscription. The minimum subscription level to be reached before the Offer
proceeds is £2 million (before expenses). The Offer is limited to a maximum subscription of £40
million and is not underwritten. The Offer is being sponsored by Charles Stanley.
If the Offer is oversubscribed, the Directors will consider making further offers of Ordinary Shares
to the public following the Offer Close, and such offers are likely to be on substantially the same
terms and conditions as are applicable to the Offer and such further offers of Ordinary Shares
together with the Offer being limited to Ordinary Shares with a total value of £44 million.
The Offer for Subscription will close on 4 April 2005 in relation to applications for the 2004/2005
tax year and 30 May 2005 in relation to applications for the 2005/2006 tax year. The Directors
reserve the right to extend the Offer for Subscription where they believe this to be in the best
interests of the Company but in no circumstances shall the Offer be extended beyond 30 June 2005.
Early applications will be favoured as, subject to the Directors’ discretion in the event that the Offer
is oversubscribed, Shares will be allotted on a “first come, first served” basis. Thus the Offer for
Subscription may be closed prior to 4 April 2005 or 30 May 2005 respectively if fully subscribed.
Cheques may be post-dated but not later than three business days before the relevant closing date.
The minimum subscription per individual application is £3,000.
The Company intends that the Ordinary Shares be admitted to the CREST system on Admission.
The total expenses of the Offer payable by the Company will be fixed by the Manager at 5 per cent.
of the proceeds of the Offer, so that the initial net asset value of the Company will be 95p per
Ordinary Share.
Investors may elect for Shares to be issued in either or both of the 2004/2005 or 2005/2006 tax
years. A qualifying investor can therefore invest up to a total of £400,000 (£200,000 in 2004/2005
and £200,000 in 2005/2006).
Shares will be issued on 10 January 2005 and 5 April 2005 in relation to the 2004/2005 tax year and
after 6 April 2005 in relation to the 2005/2006 tax year. The Directors may, in their absolute
discretion, issue Shares on other dates.
If the minimum subscription level of £2 million is not reached, application monies which have been
received will be returned without interest by post at the risk of the applicant.
18

Following the Offer Close, the Directors have the ability to issue further new shares up to 25 per
cent. of the issued share capital immediately following the Offer Close and may do so, in their
absolute discretion, without the restriction of pre-emption rights. Such authority will last until the
AGM of the Company in 2006. No new Ordinary Shares will be issued for cash at less than the net
asset value per Share at the time of issue.
Commission Payable to Authorised Financial Intermediaries
A commission of 3 per cent. of the issue price will be payable by the Manager to authorised financial
intermediaries based on the cash amount of valid applications accepted by the Company and
received on or before 31 December 2004. A commission of 2.5 per cent. of the issue price will be
payable by the Manager to authorised financial intermediaries based on the cash amount of valid
applications accepted by the Company and received after 31 December 2004.
A commission re-investment scheme will be available for subscriptions introduced through
authorised financial intermediaries.
A further commission will be paid by the Manager to authorised financial intermediaries whose
clients’ total accepted applications exceed £500,000. This commission will be payable in three
amounts of 0.5 per cent. of the net asset value per Share in respect of valid applications, accepted by
the Company, attributable to each relevant authorised financial intermediary. Such amounts will
be payable as at 31 December in 2005, 2006 and 2007, based on the net asset value per Share at that
date (reduced in respect of any investors who have, in the interim, disposed of their Shares).
Applications and Dealings
If you wish to apply for Ordinary Shares under the Offer, you should read carefully the Terms and
Conditions of Application set out in Part IV of this document and either you or your authorised
intermediary should complete the Application Form in accordance with the instructions provided.
Application Forms are attached at the end of this document.
An Application Form accompanied by a cheque or banker’s draft made payable to “Capita IRG Plc
A/C Aberdeen Opportunities” for the appropriate amount, should either be sent by post or
delivered by hand to Capita IRG Plc, Corporate Actions, PO Box 166, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU so as to be received, in relation to applications for the 2004/2005
tax year, not later than 12 noon on 4 April 2005. Cheques in relation to the 2005/2006 tax year
must be received by 12 noon on 30 May 2005. If you post your Application Form, you are
recommended to use first class post and allow at least two days for delivery.
Applications must be for a minimum of 3,000 Ordinary Shares and in multiples of 100 Ordinary
Shares thereafter. Dealings are first expected to commence in the Ordinary Shares on 10 January
2005. It is expected that share certificates in respect of the initial issue of Shares will be posted by
24 January 2005. It is intended that share certificates in respect of subsequent issues will be posted
within two weeks of the relevant issue date.
Taxation
It is intended that the affairs of the Company will be conducted in such a manner so as to satisfy the
conditions for approval as a venture capital trust set out in section 842AA of the Income and
Corporation Taxes Act 1988 and the Company has received provisional approval from the Inland
Revenue effective from Admission. The Company will be exempt from any UK corporation tax on
chargeable gains in respect of disposals made during any accounting period for which approval is
granted. Please refer to Part II for further details of the structure and taxation of VCTs.
Any potential investor in doubt as to the tax reliefs associated with venture capital trusts or the
taxation consequences of the acquisition, disposal or holding of Ordinary Shares should consult an
independent professional taxation advisor.
Please refer to Parts III and IV of this document for further information on the Company and the
Offer for Subscription.
19

PART II
Venture Capital Trusts: Their Structure and Taxation
1. Venture Capital Trusts
A venture capital trust provides individual investors with a tax efficient way to invest in a portfolio
of smaller unquoted UK companies which otherwise might be difficult to invest in directly. Shares
of a venture capital trust are traded on the London Stock Exchange, and may provide investors with
potentially greater liquidity than they could obtain by investing directly in such companies. Venture
capital trusts are best suited to individuals who are able to take advantage of some or all of the tax
reliefs available.
Tax reliefs are available during the period while provisional approval for the venture capital trust
matures into full approval, provided that full approval is ultimately obtained.
To obtain full approval, the following conditions have to be satisfied throughout the accounting
period in which the application for provisional approval is made or, if this is not the case, by the
beginning of the Company’s next accounting period:
(i)
(ii)
(iii)
(iv)
the venture capital trust’s income must have been derived wholly or mainly from shares or
securities;
no holding in a company (other than other venture capital trusts or companies which would
be venture capital trusts other than by reason of (iii) below) represents more than 15 per cent.
by value of the venture capital trust’s investments;
the ordinary shares are listed on the Official List of the UK Listing Authority; and
the venture capital trust has not retained more than 15 per cent. of its income derived from
shares or securities.
The following conditions also have to be satisfied by no later than the beginning of the accounting
period which commences no more than three years after provisional approval is given or, if earlier,
takes effect:
(1) at least 70 per cent. by value of the venture capital trust’s investments is represented by newly
issued shares or securities comprised in “qualifying holdings”; and
(2) at least 30 per cent. by value of the venture capital trust’s qualifying holdings is represented by
holdings of ordinary shares.
In relation to money raised by further issues of shares following the launch of the venture capital
trust, the conditions referred to in (1) and (2) above also have to be satisfied by no later than the start
of the venture capital trust’s first accounting period which ends more than three years after the
further issue is made.
Qualifying holdings comprise shares or securities (including loans with a five year or greater
maturity period) issued by unquoted trading companies, or parent companies of trading groups
which exist wholly for the purpose of carrying on one or more qualifying trades, wholly or mainly
in the UK, and are limited to investments of £1 million per annum per investee company. The
investee company’s gross assets must not exceed £15 million immediately prior to the investment
and £16 million immediately thereafter. The investee company must not be controlled by the
venture capital trust or any other company. Any loans to investee companies must not have a
guaranteed return, and investments must include at least a 10 per cent. ordinary share content.
A qualifying trade is a trade which is not and does not include a substantial element of:
(i)
(ii)
(iii)
dealing in land, commodities, futures, shares or other financial instruments;
dealing in goods other than in the course of an ordinary trade of wholesale or retail
distribution;
banking, insurance or other financial activities;
20

(iv)
(v)
(vi)
(vii)
leasing or receiving royalties or licence fees, with certain exceptions;
providing legal or accountancy services;
property development;
farming or market gardening;
(viii) holding, managing or occupying woodlands or any other forestry activities or timber
production;
(ix)
(x)
(xi)
operating or managing hotels or comparable establishments or managing property used as a
hotel or comparable establishment;
operating or managing nursing homes or residential care homes, or managing property used
as a nursing home or residential care home; and
providing ancillary services to any of the above carried out by a related party.
Companies whose securities are dealt on AIM count as unquoted trading companies for the
purposes of calculating qualifying holdings. Shares in an unquoted company which subsequently
becomes quoted may still be regarded as part of a qualifying holding for a further five years
following becoming quoted.
Venture capital trusts are exempt from corporation tax on capital gains arising within the venture
capital trust. A venture capital trust is also permitted to make distributions of all of its net profits,
including realised capital gains. Venture capital trusts are liable for corporation tax on income in
the usual way.
2. Tax reliefs for individual investors resident in the UK
This section highlights the tax reliefs available to individual investors and the methods for claiming
such tax reliefs.
Investors must be individuals aged 18 or over to qualify for the tax reliefs below. Tax reliefs will
only be given to the extent that an individual’s total investments in venture capital trusts in any tax
year do not exceed the qualifying limit, which is currently £200,000.
Relief from income tax
An investor subscribing for new ordinary shares in a venture capital trust will be entitled to claim
income tax relief of up to 40 per cent. on amounts subscribed (up to a maximum of £200,000). This
relief must be repaid should the shares be sold or otherwise disposed of within three years. Relief is
limited to the amount which reduces the investor’s income tax liability to nil in respect of an amount
equal to the amount invested. Relief of up to 40 per cent. applies to tax years 2004/2005 and
2005/2006 only. Thereafter relief may be restricted to 20 per cent.
An investor who subscribes for or acquires up to a maximum of £200,000 of ordinary shares in a
venture capital trust in any given tax year will not be liable to UK income tax on dividends paid by
the venture capital trust provided that he has made no other investment in a venture capital trust or
venture capital trusts which in aggregate with the investment in the Company exceeds such limit.
As the investment portfolio matures and capital gains are realised which are exempt from
corporation tax, dividends may be paid out of such gains. Such dividends are also tax free to
investors.
Relief from capital gains tax
A disposal by an investor of ordinary shares (whether acquired by subscription for new shares or
subsequent acquisition) in a venture capital trust will give rise to neither a chargeable gain nor an
allowable loss for the purposes of UK capital gains tax. This relief is limited to disposals of ordinary
shares acquired within the limit of £200,000 for any tax year.
On the death of an investor, or a spouse who has acquired shares in a venture capital trust within
marriage, no capital gains tax or income tax will become payable by either the investor, his or her
spouse or anyone inheriting the shares.
21

3. Obtaining tax reliefs
Claims for income tax relief on amounts subscribed for new ordinary shares
Each investor is issued with a certificate which is used to claim income tax relief, either immediately
by obtaining an adjustment to his tax coding from the Inland Revenue or by waiting until the end of
the tax year and using his tax return to claim relief.
4. Loss or clawback of tax reliefs
Loss of exemption from corporation tax on chargeable gains
If approval as a venture capital trust is lost, the venture capital trust will be liable to pay corporation
tax on chargeable gains.
Loss of approval generally takes effect on the date when notice is given to the venture capital trust
by the Inland Revenue. If the venture capital trust never obtains full approval as a venture capital
trust, it will be treated as if it was never entitled to the exemption.
Withdrawal or clawback of investors’ tax reliefs
This can occur either as a result of the venture capital trust losing, or never obtaining, full approval
as a venture capital trust or as a result of actions taken by the investors themselves.
Income tax relief on subscription for new ordinary shares
If approval as a venture capital trust is lost within three years from the time when an investor
acquired the new ordinary shares by subscription, the income tax relief will be clawed back by an
assessment to income tax for the year of assessment in respect of which the relief was given. If the
venture capital trust never obtains full approval, the relief is clawed back, irrespective of how long
the investor has held the shares.
If the investor disposes of the new ordinary shares within three years from the date on which the
shares are issued, the income tax relief is clawed back by an assessment to income tax.
Relief from income tax on dividends
If the venture capital trust loses approval, then new Ordinary Shares acquired by an investor after
loss of approval are not capable of generating tax free dividends. Any dividend paid in respect of
profits or gains arising to the venture capital trust in any accounting period ending at a time when it
was not a venture capital trust will likewise not be exempt from income tax. If the venture capital
trust never obtains full approval, the dividends will be liable to tax in the hands of the investors.
Loss of capital gains tax exemption on disposal of new ordinary shares
If the venture capital trust loses approval, then any investor disposing of shares subsequently will be
treated as making a chargeable gain or an allowable loss (as the case may be). However, he will be
deemed to have disposed of the shares at market value immediately before withdrawal of approval
at a time when it was a venture capital trust, so any gain up to that point will not be taxable and only
gains arising after the date approval is lost will be taxable. Any investor acquiring shares in the
venture capital trust after it has lost approval will likewise make a chargeable gain or an allowable
loss on a subsequent disposal. If the venture capital trust never obtains full approval in relation to
money raised from any issue of shares, disposals of shares will always give rise to a chargeable gain
or an allowable loss (as the case may be).
5. Investors who are not resident in the UK or who may cease to be resident in the UK
Such investors should seek their own independent professional advice as to the consequences of
making an investment in a venture capital trust.
This is a summary of the law concerning the tax position of individual investors in venture capital
trusts only. Any potential investor in doubt as to the taxation consequences of investment in a
venture capital trust should consult an independent professional adviser, who should be authorised
under the Financial Services and Markets Act 2000.
22

An investment in a venture capital trust carries a higher risk than many other forms of investment.
Your attention is drawn to the risk factors set out on pages 8 and 9 of this document. Prospective
investors should regard an investment in the Company as a long term investment, particularly given
the Company’s investment objective and policy and the three year period for which Shareholders
must hold their Ordinary Shares to retain their initial income tax relief. An investment in the
Company is only suitable for investors who are capable of evaluating the risks and merits of such
investment and who have sufficient resources to bear any loss which might result from such
investment.
23

PART III
General Information
1. Incorporation
(a) Aberdeen Growth Opportunities VCT 2 PLC was incorporated and registered in Scotland
under the Act as a public limited company on 26 August 2004 under its current name with the
registered number SC272568.
(b)
(c)
On 1 September 2004, the Company gave notice to the Registrar of Companies of its
intention to carry on business as an investment company under section 266 of the Act.
On 2 September 2004, the Registrar of Companies issued the Company with a certificate
under section 117 of the Act entitling it to commence business.
2. Share capital
(a) The authorised share capital of the Company on incorporation was £6,000,000, divided into
59,500,000 Ordinary Shares of 10p each and 500,000 redeemable preference shares of 10p
each. On incorporation, two Ordinary Shares were issued fully paid to the subscribers to the
Memorandum of Association. On 1 September 2004 the two subscriber Ordinary Shares
were transferred to Aberdeen Asset Managers and Aberdeen Asset Management PLC
respectively. On the same day, immediately following the extraordinary general meeting of
the Company referred to in paragraph 2(b) below, 500,000 redeemable preference shares of
10p each were issued, fully paid to Aberdeen Asset Managers.
(b)
At extraordinary general meetings of the Company held on 1 September and 10 September
2004, it was resolved:
(i)
(ii)
that the Directors be generally and unconditionally authorised, in accordance with
section 80 of the Act, to allot shares in the Company up to a maximum nominal amount
of £5,999,999.80, this authority to expire at the first to occur of the conclusion of the
Company’s first Annual General Meeting and 30 June 2006 (unless previously revoked,
varied or extended by the Company in general meeting) but so that such authority
allows the Company to make offers or agreements before the expiry thereof which
would or might require relevant securities to be allotted after the expiry of such
authority;
that the Directors be generally empowered pursuant to section 95 of the Act to allot
equity securities (as defined in section 94 of the Act) for cash pursuant to the authority
referred to in sub-paragraph (i) above as if section 89(1) of the Act did not apply to the
allotment and to sell or transfer relevant shares (within the meaning of section 94 of the
Act) if, immediately before the sale or transfer, such shares are held by the Company as
treasury shares (as defined in section 162A of the Act) (“treasury shares”) for cash as if
section 89(1) of the Act did not apply to any such sale or transfer provided that this
power:
(A)
(B)
expires on the first to occur of the conclusion of the Company’s first Annual
General Meeting and 30 June 2006 (unless previously revoked, varied or
extended by the Company in general meeting), but the Company may make an
offer or agreement which would or might require equity securities to be allotted
or treasury shares sold or transferred after expiry of this power and the Directors
may allot equity securities or sell or transfer treasury shares in pursuance of that
offer or agreement as if this power had not expired; and
shall be limited to the allotment of equity securities and the sale or transfer of
treasury shares:
(1) pursuant to the Offer;
24

(c)
(2) in connection with a pro rata issue, sale or transfer in favour of the holders
of Ordinary Shares where the equity securities respectively attributed to the
interests of all the holders of Ordinary Shares in the Company are
proportionate (as nearly as may be) to the respective numbers of Ordinary
Shares held by them, but subject to such exclusions or other arrangements
as the Directors deem necessary or expedient in relation to fractional
entitlements or any legal or practical problems under the laws of any
territory of the requirements of a regulatory body or stock exchange;
(3) up to, in aggregate, a nominal value not exceeding ten per cent. of the
nominal value of the issued Ordinary Share capital of the Company
immediately following the Offer Close, in connection with a scheme for
dividend reinvestment, in favour of the holders of relevant shares; and
(4) (otherwise than pursuant to paragraphs (i), (ii) and (iii) above) up to a
nominal value not exceeding 25 per cent. of the nominal value of the issued
Ordinary Share capital of the Company immediately following the Offer
Close;
(iii) that, conditional upon the issue of Ordinary Shares by the Company pursuant to the
Offer and the payment up in full thereof and subject to the sanction of the Court of
Session, the amount standing to the credit of the share premium account of the
Company following implementation of the Offer (being the amount standing to the
credit of the share premium account of the Company immediately following the Offer
Close less that part of the amount applied in writing off the Company’s preliminary
expenses and the expenses of, and the commission paid in connection with, the Offer)
be cancelled and the credit arising in the Company’s books of account thereby be
applied in crediting a distributable reserve to be established in the Company’s books of
account which shall be able to be applied in any manner in which the Company’s profits
available for distribution (as determined in accordance with section 263(3) of the Act)
are able to be applied;
(iv) that the Company be and is hereby authorised in accordance with section 166 of the Act
to make market purchases (within the meaning of section 163 of the said Act) of the
Ordinary Shares provided that:
(1) the maximum number of Ordinary Shares hereby authorised to be purchased
shall be 14.99 per cent. of the issued Ordinary Share capital of the Company
immediately following the Offer Close; and
(2) the minimum price which may be paid for an Ordinary Share shall be 10p; and
(3) the maximum price, exclusive of expenses, which may be paid for an Ordinary
Share shall be an amount equal to 105 per cent. of the average of the middle
market quotations of the Ordinary Shares for the 5 business days immediately
preceding the date of purchase; and
(4) unless previously varied, revoked or renewed, the authority hereby conferred
shall expire either at the conclusion of the first Annual General Meeting of the
Company or 30 June 2006, whichever is the first to occur, save that the Company
may, prior to such expiry, enter into a contract to purchase Ordinary Shares
which will or may be completed or executed wholly or partly after such expiry;
(v) that the articles of association tabled at the meeting be adopted in substitution for the
existing articles of association of the Company.
On 1 September 2004 Aberdeen Asset Managers was allotted 500,000 redeemable
preference shares of 10p each in the Company, fully paid up, so as to enable the Company to
obtain a certificate under section 117 of the Act. The redeemable preference shares will be
redeemed by the Company at the par value per share out of the proceeds of the Offer and the
unissued share capital thereby created will automatically be redesignated as Ordinary Shares
pursuant to the Articles of Association of the Company.
25

(d)
(e)
(f)
(g)
(h)
(i)
Following the Offer and the redemption of the redeemable preference shares referred to
above, the authorised share capital of the Company will be £6,000,000 divided into
60,000,000 Ordinary Shares. Assuming the Offer is fully subscribed, there will remain,
authorised but unissued, £2,000,000 of share capital divided into 20,000,000 Ordinary
Shares.
Save as mentioned in sub-paragraph 2(b)(ii) above, the provisions of section 89 of the Act
(which, to the extent not disapplied pursuant to section 95 of the Act, confer on Shareholders
rights of pre-emption in respect of the allotment of equity securities which are, or are to be,
paid up in cash) apply to the authorised but unissued share capital of the Company.
Save as disclosed in this paragraph 2 or paragraph 6 below, no share or loan capital of the
Company has been issued for cash or for a consideration other than cash, no such share or
loan capital is proposed to be issued, no commission, discount, brokerages or other special
terms have been granted by the Company in connection with the issue or sale of any share or
loan capital and no share or loan capital of the Company is under option or is agreed
conditionally or unconditionally to be put under option.
Subject to any special rights or restrictions attaching to any shares or any class of shares issued
by the Company in the future, and to the rights and restrictions attaching to the redeemable
preference shares (which the Company intends to redeem as soon as practicable out of the
proceeds of the Offer), the holders of fully paid Ordinary Shares of the Company are entitled,
pari passu amongst themselves but in proportion to the number of Ordinary Shares held by
them, to share in the whole of the profits of the Company paid out as dividend and in the
whole of any surplus in the event of the liquidation of the Company.
The Ordinary Shares will be in registered form. Temporary documents of title will not be
issued. Share certificates in respect of the initial issue of Ordinary Shares are expected to be
posted by 24 January 2005. It is intended that share certificates in respect of subsequent issues
will be posted within two weeks of the relevant issue date.
No new Ordinary Shares will be issued for cash unless they can be issued at not less than the
net asset value per Share at the time of issue.
3. Memorandum and Articles of Association
The Memorandum of Association of the Company provides that the Company’s principal objects
are to carry on the business of a venture capital trust in all its branches. The objects of the Company
are set out in full in clause IV of its memorandum of association which is available for inspection at
the address set out in paragraph 10. The Articles contain provisions to the following effect.
(a) Variation of rights
All or any of the rights attached to any class may, subject to the provisions of the Act (as amended)
and every other statute for the time being in force concerning companies in so far as it applies to the
Company (“the Statutes”), be varied either with the consent in writing of the holders of three
quarters in nominal value of the issued shares of that class or with the sanction of an extraordinary
resolution passed at a separate general meeting of the holders of the shares of that class (but not
otherwise). At every such separate general meeting the necessary quorum shall be at least two
persons holding or representing by proxy at least one third in nominal value of the issued shares of
the class, in respect of Ordinary Shares, and shall be one person holding or representing by proxy
not less than one-third in nominal value of the issued shares of that class in respect of redeemable
preference shares (but so that at any adjourned meeting any holder of shares of the class present in
person or by proxy shall be a quorum).
(b) Alteration of share capital
The Company may from time to time, by ordinary resolution:
(i)
increase its share capital by such sum to be divided into shares of such amounts as the
resolution shall prescribe;
26

(ii)
(iii)
(iv)
consolidate or consolidate and then divide all or any of its share capital into shares of a larger
amount than its existing shares;
sub-divide its shares, or any of them, into shares of a smaller amount and by the same
resolution may confer special rights on any of the shares resulting from the sub-division; and
cancel any shares which at the date of the passing of the resolution, have not been taken, or
agreed to be taken by any person and diminish the amount of its capital by the amount of the
shares so cancelled.
Subject to the provisions of the Statutes, the Company may purchase any of its own shares
(including any redeemable shares).
Subject to the provisions of the Statutes, the Company may by special resolution reduce its share
capital or any capital redemption reserve, share premium account or other undistributable reserve
in any manner permitted by the Statutes.
(c) Issue of shares
The provisions of section 89(1) of the Act (which, to the extent not disapplied pursuant to section
95 of the Act, confer on Shareholders rights of pre-emption in respect of the allotment of equity
securities which are, or are to be, paid up in cash) apply to the authorised but unissued share capital
of the Company except to the extent disapplied by the Company in general meeting. Subject to the
provisions of the Statutes and to any rights previously conferred on the holders of any other shares,
any share may be issued with or have attached to it such rights and restrictions as the Company may
by ordinary resolution decide or, if no such resolution has been passed, or so far as the resolution
does not make specific provision, as the Directors may decide.
(d) Transfer of shares
Any member may transfer all or any of his certificated shares by instrument of transfer in any usual
form or in any other form acceptable to the Directors. The instrument of transfer of a certificated
share shall be executed by or on behalf of the transferor and (except in the case of fully paid shares)
by the transferee. Any member may transfer all or any of his uncertificated shares by means of a
relevant system in the manner provided for by the Uncertificated Securities Regulations 2001, as
amended (the “Regulations”) (see paragraph 3(m) below). The registration of transfers, either
generally or in respect of any class of shares, may be suspended by the Directors at any time,
provided that the register of members may not be closed for more than thirty days in any year. The
Directors may, in their absolute discretion and without assigning any reason therefor, refuse to
register a transfer of any share which is not fully paid up. The Directors may decline to recognise
any instrument of transfer of a certificated share unless the instrument of transfer:
(i)
(ii)
(iii)
(iv)
is in respect of only one class of share;
is deposited at the Office or such other place as the Directors may appoint, accompanied by
the certificate for the shares to which it relates (save in the case of a transfer by a person to
whom the Company is not required by law to issue a certificate and to whom a certificate has
not been issued) and such other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer;
is in favour of not more than four transferees; and
the instrument of transfer is duly stamped or adjudged or certified as not chargeable to stamp
duty.
27

The Directors may, subject to the requirements of the Regulations, decline to register a transfer if a
member or any other person appearing to be interested in shares held by him in the Company shall
have been served with a statutory notice and he is in default for the prescribed period from such
service in supplying the information thereby required, provided those shares represent at least 0.25
per cent. in nominal value of the issued shares of any class and subject to the exceptions specified in
the Articles relating to disclosure of interests.
(e) Redeemable preference shares
The redeemable preference shares carry the right to a fixed cumulative preferential dividend at the
rate of 0.1 per cent. net per annum (exclusive of any imputed tax credit available to shareholders)
on their nominal value but confer no right to receive notice of, or to attend or to vote at general
meetings (except when the rights of holders of redeemable preference shares are to be varied or
abrogated) and, on a winding up, confer the right to be paid the nominal amount paid up on such
shares in priority to any amounts of capital payable to the holders of Ordinary Shares. The
redeemable preference shares are redeemable by the Company at any time and are, in any event,
redeemable no later than 30 June 2005. Each redeemable preference share which is redeemed shall
thereafter be redesignated as an Ordinary Share in the authorised but unissued share capital of the
Company without any further resolution or consent.
(f) Votes of members
Subject to any special rights or restrictions as to voting attached to any shares, on a show of hands,
every member who is present in person shall have one vote and on a poll every member who is
present in person or by proxy shall have one vote for each share of which he is the holder. No
member shall, unless the Directors otherwise determine, be entitled in respect of shares held by him
to vote at a general meeting or a meeting of the holders of any class of shares either personally or by
proxy if that member or any other person appearing to be interested in shares held by him in the
Company shall have been served with a notice under section 212 of the Act and is in default for the
prescribed period from such service in supplying the information thereby required and such shares
represent at least 0.25 per cent. in nominal value of the issued shares of any class. A proxy need not
be a member of the Company. An instrument appointing a proxy shall be in writing or by means of
electronic communication and must be left at the place, or sent to the address specified, not less than
48 hours before the time appointed for the holding of the meeting.
(g)
(i)
(ii)
(iii)
Directors
Unless otherwise determined by ordinary resolution of the Company, the Directors shall not
be less than two nor more than ten in number.
The Directors shall not be required to hold any shares in the Company by way of
qualification. A Director who is not a member shall nevertheless be entitled to attend and
speak at any general meeting.
The fees and benefits in kind paid to the Directors shall not in aggregate exceed £150,000 per
annum (or such higher sum as may from time to time be determined by an ordinary
resolution) and shall be divided among the Directors as they may agree or, failing agreement,
equally. The Directors shall also be entitled to be paid all travelling, hotel and other expenses
reasonably and properly incurred by them in connection with the business of the Company,
or in attending and returning from meetings of the Directors or of committees of the Directors
or general meetings of the Company or otherwise in connection with the discharge of their
duties as Directors. Any Director who holds any executive office or who otherwise performs
services which, in the opinion of the Directors, go beyond the scope of the ordinary duties of a
Director, may be paid such extra remuneration by way of salary, commission or otherwise as
the Directors may determine, notwithstanding the aggregate limit on remuneration referred
to in this paragraph. The Directors shall have power to provide benefits, whether by payment
of gratuities or pensions or by insurance or otherwise, to any Director, or his relations
connections or dependants, who has held but no longer holds any executive office or
employment with the Company.
28

(iv)
(v)
(vi)
(vii)
The Directors may from time to time appoint one or more of their body to an executive office
on such terms and for such periods as they may (subject to the provisions of the Statutes)
determine and, without prejudice to the terms of any contract entered into in any particular
case, may at any time revoke any such appointment.
The provisions of section 293 of the Act (which regulate the appointment and continuation in
office as Directors of persons who have attained the age of 70 or more) shall not apply to the
Company.
At the first annual general meeting of the Company, all of the Directors shall retire from
office. At each annual general meeting thereafter, one-third of the Directors who are subject
to retirement by rotation (or, if their number is not three or an integral multiple of three, the
number nearest to, but not greater than, one-third) shall retire from office by rotation. A
Director who is not required to retire by rotation at any annual general meeting which is the
third annual general meeting after the later of:
(a)
(b)
his appointment by the Company in general meeting; and
the last occasion on which he was re-elected as a Director of the Company in general
meeting,
shall nevertheless be required to retire at such annual general meeting. Any Director who
retires in accordance with this paragraph (vi) may, subject to the other provisions of the
Articles, offer himself for re-election.
Subject to the provisions of the Statutes and provided that he has disclosed to the Directors
the nature and extent of this interest, a Director may be a party to, or in any way interested,
whether directly or indirectly, in, any contract, arrangement or transaction to which the
Company is a party or in which the Company is in any way interested, whether directly or
indirectly. Subject to any agreement to the contrary between the Company and the Director, a
Director may be or become a Director or other officer of, or otherwise interested in, any
undertaking promoted by the Company or in which the Company may be interested and shall
not, unless otherwise agreed, be accountable to the Company for any remuneration, profit or
other benefit received by him as a director or officer of, or from his interest in, such other
undertaking.
(viii) A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the
Directors concerning his own appointment, or the settlement or variation of the terms or the
termination of his appointment, to any office or place of profit with the Company but, where
proposals are under consideration concerning the appointment, or other settlement or
variation of the terms or the termination of the appointment, of two or more Directors to
offices or places of profit with the Company or any other company in which the Company is
interested, a separate resolution may be put in relation to each Director and in that case each
of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of
each resolution unless it concerns his own appointment or the settlement or variation of the
terms or the termination of his own appointment.
(ix)
A Director shall not vote at a meeting of the Directors on any resolution concerning any
contract or arrangement or other proposal whatsoever in which he has an interest which
(together with any interest of any person connected with him) is, to his knowledge, a material
interest unless the material interests arises only from one or more of the following:
(a)
(b)
the giving to him of any security, guarantee or indemnity in respect of money lent or
obligations incurred by him or by any other person at the request of, or for the benefit
of, the Company or any of its subsidiary undertakings;
the giving to a third party of any security, guarantee or indemnity in respect of a debt or
obligation of the Company or any of its subsidiary undertakings in which he himself
has assumed responsibility in whole or in part under a guarantee or indemnity or by the
giving of a security;
29

(c)
(d)
(e)
(f)
any contract, arrangement or other proposal concerning an offer of securities of or by
the Company or any of its subsidiary undertakings in which offer he is, or may be,
interested as a holder of securities or as a participant in the underwriting or
sub-underwriting thereof;
any contract, arrangement or other proposal concerning any other company in which
he does not, to his knowledge, hold an interest in shares (as that term is used in Part VI
of the Act) representing one per cent, or more of either any class of the equity share
capital of, or the voting rights in, such company;
any contract for the benefit of any employees of the Company or any of its subsidiary
undertakings which does not award to him any privilege or benefit not awarded to the
employees to whom such arrangement relates; or
any contract for the purchase of insurance which the Company proposes to maintain or
purchase for the benefit of any Directors or for the benefit of persons who include
Directors.
A Director shall not be counted in the quorum present at a meeting in relation to a resolution
on which he is not entitled to vote.
(h) Distribution of realised capital profits
At any time when the Company has given notice in the prescribed form (which has not been
revoked) to the Registrar of Companies of its intention to carry on business as an investment
company (a “Relevant Period”), distribution of the Company’s capital profits (within the meaning
of section 266(2)(c) of the Act) shall be prohibited except to the extent that the requirements for
investment company status under section 266 of the Act do not require a company to prohibit the
distribution of its capital profits in its memorandum or articles of association.
The Board shall establish a reserve to be called the capital reserve. During a Relevant Period, all
surpluses arising from the realisation or revaluation of investments and all other monies realised on
or derived from the realisation, repayment of or other dealing with any capital asset in excess of the
book value thereof and all other monies which are considered by the Board to be in the nature of
accretion to capital shall be credited to the capital reserve. Subject to the Act, the Board may
determine whether any amount received by the Company is to be dealt with as income or capital or
partly one way and partly the other. During a Relevant Period, any loss realised on the realisation or
repayment of or other dealing with any investments or other capital assets and, subject to the Act,
any expenses, loss or liability (or provisions thereof) which the Board considers to relate to a capital
item or which the Board otherwise considers appropriate to be debited to the capital reserve shall be
carried to the debit of the capital reserve.
During a Relevant Period, all sums carried and standing to the credit of the capital reserve may be
applied for any of the purposes to which the sums standing to any revenue reserve are applicable
except and provided that no part of the capital reserve or any other money in the nature of accretion
to capital shall be transferred to the revenue reserve of the Company or be regarded or treated as
profits of the Company available for distribution as dividend or any other distribution (within the
meaning ascribed thereto by section 264(2) of the Act) otherwise than by way of redemption or
purchase of any of the Company’s own Ordinary Shares. In periods other than a Relevant Period,
any amount standing to the credit of the capital reserve may be transferred to the revenue reserve of
the Company or be regarded or treated as profits of the Company available for distribution (as
defined by section 263(2) of the Act) or applied in paying dividends on any shares in the Company.
(i)
(i)
Borrowing powers
Subject as hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money and to mortgage or charge its
undertaking, property, assets and uncalled capital and to issue debentures and other
securities, whether outright or as collateral security for any debt, liability or obligation of the
Company or of any third party.
30

(ii)
(iii)
The Directors shall restrict the borrowings of the Company and exercise all voting and other
rights or powers of control exercisable by the Company in relation to its subsidiaries (if any)
so as to secure (so far, as regards subsidiaries, as by such exercise they can secure) that the
aggregate principal amount at any time owing or deemed to be owing by the Company and/or
any subsidiary or parent company (excluding any amounts owing intra-group) in respect of
monies borrowed without the previous sanction of an ordinary resolution of the Company
shall not exceed an amount equal to the Adjusted Capital and Reserves, (provided that prior
to the publishing of the first audited balance sheet of the Company, such amount shall not, at
any time without the previous sanction of an ordinary resolution of the Company, exceed 90
per cent. of the amount paid on the issued share capital of the Company).
The expression “Adjusted Capital and Reserves” means at any relevant time a sum equal to
the aggregate of:
(A)
(B)
the amount paid up on the issued share capital of the Company; and
the amount standing to the credit of the reserves of the Company (including any share
premium account, capital redemption reserve, special reserve and any credit balance on
the revenue account);
all as shown by the then latest audited balance sheet of the Company but subject to the
deductions and adjustments set out in the Articles.
(j)
(i)
(ii)
(iii)
Dividends
The Company may by ordinary resolution declare dividends but no such dividend shall
exceed the amount recommended by the Directors. If, and so far as, in the opinion of the
Directors the financial position of the Company justifies such payments, the Directors may
pay at intervals settled by them any dividend payable at a fixed rate and may also from time to
time pay interim dividends on shares.
No dividend shall be paid otherwise than out of profits available for distribution under the
provisions of the Statutes. Any sums representing realised capital profits shall be available for
dividend or any other distribution subject to paragraph (h) above.
Any dividend unclaimed after a period of 12 years from the due payment date of such
dividend shall be forfeited and revert to the Company.
(k) Untraced shareholders
The Company shall be entitled to sell, at the best price reasonably obtainable, the certificated shares
of a member or the certificated shares to which a person is entitled by transmission if:
(i)
(ii)
(iii)
during a period of 12 years, at least three dividends have been paid in relation to such shares
and no such dividend has been claimed or been satisfied by the transfer of funds to a
designated bank account;
the Company has not during the relevant period received any communication from the holder
of, or person entitled by transmission to, the shares; and
the Company shall on expiry of such period of 12 years have inserted advertisements in both a
national daily newspaper and in a newspaper circulating in the area in which the last known
address of the member or person entitled by transmission, or the address at which service may
be effected under the Articles, is located giving notice of its intention to sell the said shares and
a period of 3 months has since elapsed and notice has been given by the Company to the UK
Listing Authority of its intention to make such sale.
The Company shall be obliged to account to the former member or person entitled by transmission
for the net proceeds of the sale of such shares but no trust shall be created in respect of the debt and
no interest shall be payable in respect of the same and the Company shall not be required to account
for any money earned on the net proceeds.
31

(l) Duration and winding up
The Directors shall put an ordinary resolution to the shareholders to approve the continuation of
the Company, in its then form, at the annual general meeting of the Company in 2014 and
thereafter at five yearly intervals. If, at any such meeting, such resolution is not passed, the Board
shall, within nine months of such meeting, convene an extraordinary general meeting of the
Company at which a special resolution shall be proposed to the members of the Company for the
winding up of the Company.
In the event of the Company being wound up, then, subject to the Statutes and except as otherwise
provided by the Articles or rights attached to shares, surplus assets available for distribution shall
be distributed to holders of Ordinary Shares in proportion to amounts paid up at the
commencement of the winding up on such shares.
(m) Uncertificated shares
CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a
certificate and transferred otherwise than by a written instrument. The Articles are consistent with
CREST membership and allow for the holding and transfer of Ordinary Shares in uncertificated
form pursuant to the Regulations. The Company anticipates that it will enter the CREST system on
admission of the Ordinary Shares to the UK Listing Authority’s Official List.
4. Directors’ and other interests
(a) Following the Offer (assuming the Offer is fully subscribed), the interests of the Directors (all
of which are beneficial and include those of their spouses) in the issued Ordinary Shares,
which are required to be notified pursuant to section 324 or section 328 of the Act or which
are required pursuant to section 325 of the Act to be entered in the register maintained under
section 325 of the Act, will be as follows:
Name
No. of Ordinary
shares in tax
year 2004/2005
No. of Ordinary
shares in tax
year 2005/2006
Percentage of
total issued
Ordinary Shares
Ian Donald Cormack 100,000 — 0.25
Martin James Gilbert 50,000 — 0.13
Malcolm David Graham-Wood 5,000 5,000 0.03
Andrew Christopher Lapping 25,000 — 0.06
Steven Scott 15,000 — 0.04
Save as disclosed in this paragraph, no Director nor any person connected with any Director
(within the meaning of section 346 of the Act) has any interest (to the extent the same is
known to, or could with reasonable diligence be ascertained by, that Director) in the share or
loan capital of the Company which is required to be entered in the register maintained under
section 325 of the Act.
(b)
(c)
Save as noted in (a) above, no Ordinary Shares are being reserved in the Offer for allocation to
existing Shareholders, Directors or employees of the Company.
There are no service contracts in existence between the Company and any of its Directors nor
are any such contracts proposed. Each of Ian Cormack, Martin Gilbert, Malcolm
Graham-Wood, Andrew Lapping and Steven Scott has entered into a letter of appointment
with the Company dated 1 September 2004. The letters of appointment provide for an initial
period of service expiring at the first Annual General Meeting of the Company, subject to
renewal at that time. The Company has the right to terminate each appointment without
compensation if the relevant Director is required to vacate office in accordance with the
Articles and, subject thereto, the letters of appointment do not contain any contractual
provisions regarding the compensation which would be payable upon early termination by
the Company. The initial fees payable are £15,000 per annum to Ian Cormack, the
Chairman, and £12,000 per annum to each of Martin Gilbert, Malcolm Graham-Wood,
Andrew Lapping and Steven Scott. The fees will be reviewed annually and may be increased
in line with usual market rates.
32

(d)
(e)
(f)
(g)
(h)
(i)
The aggregate emoluments to be paid to the Directors for the period to 31 December 2005 are
estimated to be £85,000.
The Company intends to take out directors’ and officers’ liability insurance for the benefit of
the Directors, renewable on an annual basis.
No loan or guarantee has been granted or provided by the Company to any Director.
None of the Directors has, or has had, any interest in transactions effected by the Company
since its incorporation which are, or were, unusual in their nature or conditions or which are,
or were, significant to the business of the Company except that Martin Gilbert is a director of
Aberdeen Asset Management PLC and a former director of Aberdeen Asset Managers
Limited, a wholly owned subsidiary of Aberdeen Asset Management PLC, and the Company
has entered into the Management Agreement, an administration and secretarial agreement
and a costs commission agreement with Aberdeen Asset Managers. Under the administration
and secretarial agreement, Aberdeen Asset Managers is entitled to, and intends to, delegate
certain secretarial functions to Aberdeen Asset Management PLC. Further details of each of
these agreements are set out in paragraph 6 of this Part III of the document.
The Company is not aware of any person who will be directly or indirectly interested in
3 per cent. or more of the issued capital of the Company (calculated exclusive of treasury
shares of which, at the date of this document, the Company has none) following the Offer.
Details of those companies and partnerships of which the Directors have been directors or
partners at any time since 4 October 1999 are as follows:
Ian Cormack
Present directorships and partnerships
Aspen Insurance Holdings Limited (Bermuda), Aspen Insurance UK Limited, Cormack
Tansey Partners, Entertaining Finance Limited, Klipmart Corp. (New York), Millennium
Associates, A.G. (Switzerland), Mphasis BFL Limited and National Angels Limited.
Past directorships and partnerships
Hologram Insurance Services Limited.
Martin Gilbert
Present directorships and partnerships
Aberdeen Asian Smaller Companies Investment Trust PLC, Aberdeen Asset Management
Asia Limited, Aberdeen Asset Management Holdings Limited, Aberdeen Asset Management
Ireland Limited, Aberdeen Asset Management Limited, Aberdeen Asset Management PLC,
Aberdeen Asset Managers Jersey Limited, Aberdeen Convertible Income Trust PLC,
Aberdeen Development Capital PLC, Aberdeen Emerging Asia Investment Trust Limited,
Aberdeen Emerging Economies Investment Trust PLC (in liquidation), Aberdeen Football
Club plc, Aberdeen Asset Managers Inc, Aberdeen Fund Managers Ireland Limited,
Aberdeen Global Fund, Aberdeen Growth Opportunities VCT PLC, Aberdeen Growth VCT
I PLC, Aberdeen International Fund Managers Limited, Aberdeen Private Wealth
Management Limited, Aberdeen Property Investors International Limited, Aberdeen
Umbrella Cash Fund PLC (in liquidation), ADC Zeroes 2005 PLC, Argosy Asset
Management Luxembourg SA, Balgranach Properties Limited, Bogey One Limited, Chaucer
Holdings plc, Edinburgh Fund Managers Group Limited, First Australia Prime Income
Investment Company Limited, FirstGroup plc, Jersey Phoenix Trust Limited, Lombard
International Assurance SA, Mountwest 480 Limited, Murray Johnstone Holdings Limited,
33

Murray Johnstone International Limited, Murray Johnstone Limited, New Asia (Isle Of
Man) Limited, Phoenix-Aberdeen International Advisors LLC, Pointon York Nominees
Limited, Primary Health Properties plc, Templar Hotels Limited, Tenon Nominees Limited,
The Enhanced Zero Trust plc, The First Australia Prime Income Fund Inc, The First
Commonwealth Fund Inc, The Firstcall Limited, The London Market Fund PLC, The Turkey
Trust Public Limited Company (in liquidation), and Themis Investment Management
Limited.
Past directorships and partnerships
Aberdeen Asset Managers Limited, Aberdeen Capital Management International Limited,
Aberdeen Growth VCT II Limited (dissolved), Aberdeen International Fund PLC, Aberdeen
Investment Services SA, Aberdeen New Thai Investment Trust plc, Aberdeen Private
Investors Limited, Aberdeen Property Investors Limited, Aberdeen Property Investors UK
Limited, Aberdeen Unit Trust Managers Limited, Aberdeen International India
Opportunities Fund (Mauritius) Limited, Abtrust Pointon Pension Fund Managers Limited
(dissolved), APFM Wind-Up Limited (dissolved), Arthur House Management Limited
(dissolved), Asset Value Investors Limited, Broadgate Investment Trust plc, Criterion
Properties PLC, Easyfollow Limited, G Developments Limited, Grampian Country Food
Limited, Grampian Enterprise Limited, Gresham Unit Trust Management Limited,
Healthcare Reform Investment Trust plc (dissolved), Old Mutual Services Company (Isle of
Man) Limited (dissolved), Murray Johnstone Unit Trust Management Limited, Property
Management Employment Services Limited, Property Partners (Two Rivers) Limited,
Property Partners (Whitgift) Limited, Regent Property Partners (Residential) Limited, Regent
Property Partners (Retail Parks) Limited, Regent Retail Parks (St John’s Wolverhampton)
Limited, Scottish Enterprise Grampian, Scottish Medicine Limited, The Taverners Trust plc,
UAM Europe Holdings Limited, UTM Wind-Up Limited, and UTM Wind-Up II Limited.
Malcolm Graham-Wood
Present directorships and partnerships
Guildford Timber Frame Limited, MGW Consulting Limited, Milford Group Limited,
Milford Homes Limited and Milford Property Investments Limited.
Past directorships and partnerships
Camomile Wood Nominees Limited, Teather & Greenwood Limited, Teather & Greenwood
Nominees Limited, Teawood Nominees Limited, Willbro Nominees Limited and Williams
de Broe plc.
Andrew Lapping
Present directorships and partnerships
Appleblossom Property Investors Limited, Barmoor Management Limited, BDL Hemel
Hempstead Limited, B L Developments Limited, Breezeinfo Limited, Business Serve plc,
Colinton Residential Developments Limited, Collingwood Developments Limited (in
administration), Continental Shelf 214 Limited, CV Travel Holdings Limited, Davidson’s
Mains Developments Limited, Davie Street Developments Limited, DMWS 570 Limited,
DMWS 571 Limited, DMWS 588 Limited, DMWS 591 Limited, DMWS 610 Limited,
Downing Guildway Limited, Elliot Street Developments Limited, Exchangelaw (No. 229)
Limited, Gala Unity Limited, Glowing Sunset Limited, Go Travel Direct Limited, Hamilton
Bradford Limited, Hamilton Portfolio 2001 Limited, Hamilton Travel Investments Limited,
HP2 Limited, Inverness Property Development LLP, Kent Road Developments Limited,
Lapping Nominees Limited, Linda Reid Furnishings Limited, Motherwell Football and
Athletic Club Limited, Musselburgh Developments Limited, Northern Edge Limited,
Officestock Limited, Pacific Shelf 1118 Limited, Paper Push Limited, Park Circus
(Secretaries) Limited, Pendleflame Limited, Riverside LLP, Room 2 Public Limited
Company, Rule Associates Limited, Scotflight Holdings Limited, Shore Leave Limited, SOE
Development Limited, Software Radio Technology (UK) Limited, Space 2001 Limited,
34

St Mary’s Workshops (Leith) Limited, Tender Taupe Limited, Texstyle World Home
Limited, The Hamilton Portfolio Limited, The Scottish Premier League Limited, Triangle
Aviation Limited, Victorydance Limited, Waterloo Place Developments Limited and
Yorkhill Investments Limited.
Past directorships and partnerships
Alfendo Limited, Axeon Limited, Buzzsoft Limited (in liquidation), Collingham Securities
Limited (dissolved), DMWS 596 Limited (dissolved), DMWSL 395 Limited (dissolved),
Exchangelaw (No. 270) Limited (dissolved), Glasgow FM Limited, Hamilton Elgin Limited,
Hamilton (Newcastle) Limited (dissolved), Hamilton Portfolio (2002) Limited (dissolved),
James Travel Airfares Limited, JTA Holdings Limited, Landslide Move Limited, Leaseimage
Limited, Monstermob Limited, M-Quest Limited, Pacific Shelf 1058 Limited, PCG
Residential Lettings (No. 9) Limited, Scene Selection Limited (dissolved), Sigtronics Limited
(in liquidation), Space Incorporated Limited (dissolved), Stablestar Limited (dissolved), The
Search Engineers Ltd, UK Retail Portfolio 1 Limited and VIS Entertainment Limited.
Steven Scott
Present directorships and partnerships
Euphony Holdings Limited, F&T Group (Holdings) Limited, Junior Golf Plus, Penta Capital
Partners (Holdings) Limited, Penta Fund I SP Limited Partnership, Pentech Fund I SP Limited
Partnership, and Spiritel plc.
Past directorships and partnerships
Big Beat Holdings Limited (in receivership), Expo Communications Limited, McLaren
Limited, Premier Oilfield Services Holdings Limited and Royal Bank Private Equity Limited.
(j)
Except as set out below in paragraph (k), none of the Directors:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
has any unspent convictions in relation to indictable offences;
has been declared bankrupt or has entered into any individual voluntary arrangement;
has been a director with an executive function of any company within a twelve month
period preceding any receivership, compulsory liquidation, creditors’ voluntary
liquidation, administration, company voluntary arrangement or any composition or
arrangement with such company’s creditors generally or any class of creditors of such
company;
has been a partner of any partnership within a twelve month period preceding any
compulsory liquidation, administration or partnership voluntary arrangement of such
partnership;
has held assets which have been the subject of a receivership;
has been a partner of any partnership within a twelve month period preceding any
receivership of the assets of such partnership;
has been publicly criticised by statutory or regulatory authorities (including designated
professional bodies); or
(viii) has been disqualified by a court from acting as a director of any company or from acting
in the management or conduct of the affairs of any company.
(k)
Andrew Lapping is an executive director of Motherwell Football and Athletic Club Limited
(“Motherwell”) which was in administration. Motherwell entered into a company voluntary
arrangement on 17 March 2004 and the administration order over Motherwell was
discharged on 20 April 2004. The amount not recovered by creditors under the company
voluntary arrangement amounted to approximately £7 million.
35

5. United Kingdom taxation
The following information is a summary only of the current tax position relating to the Company.
Investors in any doubt as to the taxation consequences of the acquisition, disposal or holding of
Ordinary Shares should consult a professional adviser.
The following summary is of a general nature only and covers the UK taxation position of
individual Shareholders who are resident in the UK for taxation purposes and who are the absolute
beneficial owners of Ordinary Shares. Potential investors should consult an appropriately qualified
adviser with respect to the tax reliefs available in their personal circumstances.
This summary is based on the law in force in the UK at the date of this document and assumes that
approval of the Company as a VCT is given, unless otherwise stated.
(i)
(ii)
(iii)
(iv)
The Company
The Directors intend to manage the affairs of the Company in such a manner as to satisfy the
conditions for approval as a venture capital trust set out in section 842AA of the Income and
Corporation Taxes Act 1988. The Company has received provisional approval from the
Inland Revenue effective from Admission. The Company will be exempt from UK
corporation tax on chargeable gains in respect of disposals made during any accounting
periods for which approval is granted.
The income of the Company will be derived wholly or mainly from shares or securities. The
Company will be liable to UK corporation tax on its income in the normal way, with
dividends from UK resident companies being exempt from corporation tax.
Shareholders Dividends
Under current law, no tax will be withheld by the Company when it pays a dividend. If the
Company qualifies as a VCT, Shareholders will be exempt from tax on dividends received, to
the extent that the Ordinary Shares fall within the qualifying limit of the Shareholder, which
is currently £200,000. If the Company does not qualify as a VCT, or if it qualifies but the
Ordinary Shares fall outside the qualifying limit of the Shareholder, the Shareholder will
generally be liable to income tax on the aggregate amount of the dividend and a tax credit
which is equal to 1/9th of the dividend. The tax credit will discharge the income tax liability of
lower and basic rate taxpayers. A higher rate taxpayer will be liable to income tax on the sum
of the dividend plus the tax credit (to the extent that, taking that sum as the top slice of his
income, it falls above the threshold for the higher rate of income tax) at the rate of 32.5 per
cent., against which the 10 per cent. tax credit can be offset.
Capital gains tax
If the Company qualifies as a VCT, a disposal by a Shareholder of Ordinary Shares will give
rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax.
This relief is limited to disposals of Ordinary Shares acquired within the qualifying limit of
the Shareholder of £200,000 per tax year.
If the Company does not qualify as a VCT, or if it qualifies but the Shareholder disposes of
Ordinary Shares which fall outside the qualifying limit of the Shareholder for a tax year, any
gain on a disposal of such Ordinary Shares, together with other gains less allowable losses in a
fiscal year, will be subject to tax at the individual’s marginal tax rate to the extent that it
exceeds the annual exempt amount which, for the fiscal year 2004/2005, is £8,200.
Stamp Duty and Stamp Duty Reserve Tax
The Company has been advised that no stamp duty or stamp duty reserve tax will be payable
on the issue of Ordinary Shares pursuant to the Offer. The Company has been advised that a
transfer on sale of Ordinary Shares will be liable to ad valorem stamp duty, normally at the
rate of 0.5 per cent. usually rounded up to the nearest multiple of £5, of the actual
consideration. If an unconditional agreement to transfer Ordinary Shares is not completed by
a duly stamped transfer, stamp duty reserve tax will be payable at the rate of 0.5 per cent. of
the consideration. Liability to pay any stamp duty or stamp duty reserve tax falls on the
purchaser or transferee.
36

6. Material contracts
The following are all of the contracts (not being a contract entered into in the ordinary course of
business) which have been entered into by the Company at the date of this document since its
incorporation and are, or may be, material:
(a) Sponsorship agreement
A sponsorship agreement dated 1 September 2004 between the Company (1), Charles Stanley (2)
and the Manager (3) whereby Charles Stanley has undertaken to act as the sponsor to the Offer.
Under the terms of the sponsorship agreement, Charles Stanley is obliged to make applications to
the UK Listing Authority and London Stock Exchange plc for the admission of the Ordinary Shares
of the Company, issued and to be issued pursuant to the Offer in respect of tax year 2004/2005 and
tax year 2005/2006, to listing on the Official List of the UK Listing Authority and to trading on the
main market for listed securities operated by London Stock Exchange plc. Under the agreement, the
Company gives a number of undertakings to Charles Stanley including, inter alia, to use all
reasonable endeavours to achieve first Admission on or before 10 January 2005, to deliver or
procure delivery of all documents in connection with the applications to listing and trading at the
appropriate times and to bear the expenses of the applications and the reasonable expenses of
Charles Stanley in performing its obligations under the agreement (including its reasonable legal
fees). Under the agreement, the Company and the Manager make certain representations and
warranties to Charles Stanley which are standard for an agreement of this type.
Under the agreement, subject to first Admission becoming effective on or before 10 January 2005,
the Company agrees to pay to Charles Stanley (i) an advisory fee of £25,000 (exclusive of applicable
VAT and expenses) where the Company receives valid applications for up to 10 million Ordinary
Shares and an incremental fee of £1,000 for every further 1 million Ordinary Shares for which valid
applications are accepted up to a maximum of 40 million Ordinary Shares, and (ii) a commission
equal to 0.4 per cent. of the aggregate value (at the Offer Price) of Ordinary Shares allotted pursuant
to the Offer plus an additional commission equal to 0.65 per cent. of the aggregate value (at the
Offer Price) of those Ordinary Shares allotted pursuant to the Offer, where the subscribers were
introduced to the Company by Charles Stanley and identified in advance.
Under the agreement, the Company has agreed to give an unlimited indemnity to Charles Stanley,
its group companies, employees and agents which is standard for an agreement of this type.
Charles Stanley is entitled to terminate the agreement in the event that any of the warranties given
under the agreement are untrue or in the event that either of the Company or the Manager is in
material breach of its obligations under the agreement. Charles Stanley is also entitled to terminate
the agreement if, before Admission, there is an event which in Charles Stanley’s reasonable opinion
is likely to make it inappropriate to proceed with the Offer.
(b) Management Agreement
An investment management agreement dated 1 September 2004 between the Company (1) and the
Manager (2) whereby the Manager is appointed, conditional on Admission, to act as the investment
manager of the Company, to manage the assets of the Company in accordance with the investment
policy of the Company and to implement the borrowing policy from time to time approved by the
Directors. Under the terms of the Management Agreement, subject to the overall supervision of the
Directors, the Manager has complete discretion to buy, sell, retain, exchange or otherwise deal in
investments for the account of the Company. The Manager, in managing the portfolio for the
Company, is obliged to use reasonable skill and care to ensure that the Company operates so as to
satisfy, within any relevant deadline, and thereafter continues to satisfy, the conditions for
approval as a venture capital trust under section 842AA of the Income and Corporation Taxes Act
1988.
The Manager is entitled, pursuant to the Management Agreement, to receive a fee from the
Company at the annual rate of 2.0 per cent. (in respect of the period to 31 December 2006) and 2.5
per cent. (in respect of the periods after 31 December 2006) of the Adjusted Gross Assets of the
Company, payable quarterly in arrears. For the purposes of calculating the investment
37

management fee, Adjusted Gross Assets means the consolidated gross assets of the Company and
any subsidiaries, including any monies borrowed from time to time to facilitate directly the
acquisition of investments, less all other current liabilities (not including contingent liabilities).
The Manager is also entitled to the payment of a Performance Fee based on the increase in the
Adjusted Net Asset Value of the Company achieved by the Manager above a Hurdle Rate based on
the amount of paid up share capital of the Company from time to time. The Company is obliged to
pay a Performance Fee to the Manager in respect of each accounting period (with the first payment
being in respect of the period from Admission to the end of the Company’s fifth accounting period)
and upon termination of the Management Agreement or the winding up of the Company. For the
purposes of the calculation of the Performance Fee, the Adjusted Net Asset Value is, at the relevant
date, the net asset value of the Company as at that date plus the value of any distributions to
Shareholders made by the Company prior to, or to be made on, that date. The Hurdle Amount
means an amount equal to the aggregate amount paid to the Company by way of subscription for
shares in the Company (nominal and premium) other than in respect of the 500,000 redeemable
preference shares issued immediately following incorporation, timeweighted where appropriate,
increased at a rate of 6.0 per cent. per annum. The Performance Fee payable in respect of each
period is an amount equal to twenty per cent. of the amount by which the increase in the Adjusted
Net Asset Value since Admission exceeds the Hurdle Amount, less an amount equal to the
aggregate of all previous Performance Fees paid. Any shortfall must be made up in later years before
any subsequent Performance Fee is paid.
Under the terms of the Management Agreement, the Manager has agreed to act in good faith and
with the reasonable skill and diligence expected of a competent and experienced investment
Manager and to act in the best interests of the Company. The Management Agreement contains an
unlimited indemnity in favour of the Manager, and any person to whom the Manager has delegated
any of its duties under the agreement, which is standard for an agreement of this type.
The Management Agreement may be terminated by the Company giving to the Manager not less
than 12 months’ written notice, such notice not to expire before the fourth anniversary of the date
of Admission. The Company is also entitled to terminate the agreement with less notice upon
making a payment in lieu of notice and paying any accrued Performance Fee. The Manager may
terminate the agreement by giving to the Company not less than 12 months’ written notice, such
notice not to expire before the fourth anniversary of the date of Admission. The Company may
terminate the agreement without notice, but subject to payment of any accrued Performance Fee
which would otherwise be payable, in the event that the Manager undergoes an event of insolvency,
commits a material and unremedied breach of the agreement, ceases to be a subsidiary of Aberdeen
Asset Management PLC (or Aberdeen Asset Management PLC is the subject of a change of control,
other than a takeover offer recommended by a majority of its executive directors) or Bill Nixon (or
such other person as the Company has consented to being designated a “Key Manager”) ceases to
be involved in the day to day management of the Company’s investments and is not replaced to the
reasonable satisfaction of the Company within three months. The Manager can terminate the
agreement without notice in the event that the Company undergoes an event of insolvency or
commits a material and unremedied breach of the Agreement.
(c) Administration agreement
An administration and secretarial agreement dated 30 August and 1 September 2004 between the
Company (1) and the Manager (2) whereby the Manager is appointed, conditional upon
Admission, to act as administrator and secretary of the Company. Pursuant to the administration
and secretarial agreement, the Manager is entitled to receive an annual fee of £60,000, increased on
an annual basis in line with the Consumer Prices Index. The Manager is also entitled to
reimbursement of fees and expenses disbursed by the Manager on behalf of the Company in
providing administration and secretarial services to the Company. The administration and
secretarial agreement contains an unlimited indemnity in favour of the Manager against claims by
third parties except insofar as the claim results from the wilful default, fraud, breach of duty, bad
faith or negligence of the Manager or any breach of the agreement by the Manager. The agreement
also contains an unlimited indemnity in favour of the Company against any loss suffered by the
38

Company arising out of the wilful default, fraud, breach of duty, bad faith or negligence of the
Manager or any breach of the agreement by the Manager. The administration and secretarial
agreement may be terminated by either party giving to the other not less than 12 months’ notice in
writing or otherwise in circumstances, inter alia, where one of the parties goes into liquidation or
commits a material breach of its obligations under the agreement. The Managers intend to delegate
the duty to act as secretary of the Company to Aberdeen Asset Management PLC.
(d) Costs commission agreement
A costs commission agreement dated 1 September and 6 September 2004 between the Company (1)
and the Manager (2) whereby the Company agreed to pay to the Manager an amount equal to 5 per
cent. of the gross proceeds of the Offer and the Manager agreed to pay all fees and expenses payable
by the Company relating to the launch of the Company and the Offer, including commissions and
trail commissions payable under the terms of the Offer to independent financial advisers. The
Manager also agreed to meet any costs or expenses payable by the Company if Admission does not
occur.
There are no other contracts (not being a contract entered into in the ordinary course of business)
entered into by the Company which contain any provision under which the Company has any
obligation or entitlement which is material to the Company.
7. Money Laundering Regulations
To ensure compliance with the Money Laundering Regulations 2003, Capita IRG Plc may at its
absolute discretion require verification of identity from any person lodging an Application Form
(the “applicant”) including, without limitation, any applicant who (i) tenders payment by way of
cheque or banker’s draft drawn on an account in the name of a person or persons other than the
applicant or (ii) appears to Capita IRG Plc to be acting on behalf of some other person. In the former
case, verification of the identity of the applicant may be required. In the latter case, verification of
the identity of any person on whose behalf the applicant appears to be acting may be required.
Pending the provision of evidence satisfactory to Capita IRG Plc as to identity, the definitive
certificates in respect of Ordinary Shares may be retained at the absolute discretion of Capita IRG
Plc or the Company. If, within a reasonable period of time following a request for verification of
identity, Capita IRG Plc has not received evidence satisfactory to it as aforesaid, the Company may,
in its absolute discretion, refuse to allot the Ordinary Shares applied for in which event application
moneys will be returned without interest to the account at the drawee bank or building society from
which such monies were originally debited.
Intermediaries acting on behalf of their clients or other third parties are assumed to have
undertaken the necessary checks required by the Money Laundering Regulations 2003 to ensure
authenticity of both the funds and the relevant individuals.
8. Overseas investors
No person receiving a copy of this document in any territory other than the UK may treat the same
as constituting an offer or invitation to him to purchase or subscribe for Ordinary Shares unless
such an invitation or purchase complies with any registration or other legal requirements in the
relevant territory. Any person outside the UK wishing to purchase Ordinary Shares should satisfy
himself that (and in subscribing for such Shares warrants to the Company that), in doing so, he is in
compliance with the laws of any relevant territory and that he has obtained any requisite
governmental or other consents (including exchange requirements) and observed any other
applicable formalities. No action has been taken to permit the distribution of this document in any
jurisdiction outside the UK where such action is required to be taken. In particular the Ordinary
Shares have not been, nor will they be, registered under the laws of Canada, Japan, Australia or the
Republic of Ireland, nor under the United States Securities Act of 1933, as amended (the “Securities
Act”), and may not be offered, sold or transferred directly or indirectly within Canada, Japan,
Australia or the Republic of Ireland or in the United States or to or for the benefit of any US Person
as part of the distribution of such shares. As used herein, “US Person” means any person or entity
defined in the Securities Act and, without limiting the generality of the foregoing, US Person
39

includes a resident of the United States, a corporation, partnership or other entity created or
organised in or under the laws of the United States and an estate or trust if any executor,
administrator or trustee is a US Person, but shall not include a branch or agency of a United States
bank or insurance company that is operating outside the United States for valid business reasons as
a locally regulated branch or agency engaged in banking or insurance business and “United States”
means the United States of America (including the State and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction. In addition, the Company is
not, and will not be, registered under the United States Investment Company Act of 1940, as
amended. The Manager is not registered under the United States Investment Advisers Act of 1940,
as amended.
9. General
(a) The principal place of business and registered office of the Company is at 123 St. Vincent
Street, Glasgow G2 5EA. The Company has not, nor has it had since incorporation, any
employees or subsidiaries and since the date on which the Company was incorporated it has
not traded and no accounts have been made up.
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
The Manager is, or may be, the promoter of the Company. Save as disclosed in this paragraph
and paragraph 6, no amount or benefit has been paid or given to the promoters and is
intended to be paid or given other than in respect of fees for services which may be rendered in
the future.
There are no legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which the Company is aware) which may have or have had since the
date of incorporation a significant effect on the Company’s financial position.
There has been no significant change in the trading or financial position of the Company since
its incorporation.
The expenses (including VAT) of and incidental to the Offer will be fixed by the Manager at
5 per cent. of the gross proceeds of the Offer, being £40 million, assuming the offer is fully
subscribed. The net proceeds of the Offer, estimated to be approximately £38 million for the
Company (assuming the Offer is fully subscribed and the expenses are therefore £2 million)
will be available for investment by the Company in accordance with its investment policy.
The Company’s auditors are Ernst & Young LLP.
Charles Stanley & Co. Limited has given, and has not withdrawn, its written consent to the
issue of this document with the inclusion therein of references to its name in the form and
context in which they appear.
Any material change to the investment policy of the Company, as set out in Part I, will only be
made with the approval of shareholders.
The following venture capital trust requirements will be met and will continue to be met in
respect of the Company:
(i)
(ii)
(iii)
(iv)
the Board of Directors will act independently of the Manager. A majority of the Board
will not be directors or employees, or former directors or employees of, or professional
advisers to, the Manager or any other company in the same group as the Manager;
the Company will not control the companies in which it invests in such a way as to
render them subsidiary undertakings until such time as it has obtained approval as a
venture capital trust from the Inland Revenue;
none of the Company’s investments other than in a venture capital trust, or a company
which would qualify as a venture capital trust if it were listed, will represent more than
15 per cent. by value of its investments at the time of investment; and
not more than 20 per cent. of gross assets of the Company will be invested in the
securities of property companies as defined in the Listing Rules of the UK Listing
Authority.
40

(j)
(k)
(l)
(m)
The issue price of the Ordinary Shares of 100p per share represents a premium of 90p over the
nominal value of each Ordinary Share of 10p.
Save in connection with the Offer, Ordinary Shares have not been marketed to, and are not
available to, the public.
The Company does not assume responsibility for the withholding of tax at source.
Save for persons to whom Ordinary Shares are issued under the Offer, there are no persons
having preferential subscription rights in the Company.
10. Documents for inspection
Copies of the following documents will be available for inspection at the offices of Dickson Minto
W.S., Royal London House, 22/25 Finsbury Square, London EC2A 1DX, during normal business
hours on any weekday (Saturdays, Sundays and public holidays excepted) until the Offer closes:
(a)
(b)
(c)
(d)
(e)
a copy of this document;
the memorandum and articles of association of the Company;
the material contracts referred to in paragraph 6 above;
the written consent of Charles Stanley & Co. Limited referred to in paragraph 9(g) above;
and
the letters of appointment for each of the non-executive directors.
Copies of this document will be available for collection during normal business hours on any
weekday (Saturdays, Sundays and and public holidays excepted) until the Offer closes at the offices
of Aberdeen Asset Managers Limited at 1 Bow Churchyard, London EC4M 9HH and 123 St.
Vincent Street, Glasgow G2 5EA; Charles Stanley & Co. Limited, 25 Luke Street, London EC2A
4AR; Dickson Minto W.S., Royal London House, 22/25 Finsbury Square, London EC2A 1DX and
for inspection only at the Document Viewing Facility of the Financial Services Authority, 25 The
North Colonnade, Canary Wharf, London E14 5HS.
4 October 2004
41

PART IV
Terms and Conditions of Application for the Offer
1. The right is reserved to reject any application or
to accept any application in part only. If any
application is not accepted, or if any contract
created by acceptance does not become
unconditional, or if any application is accepted
for fewer Ordinary Shares than the number
applied for, the application monies or the
balance of the amount paid on application will
be returned without interest by post at the risk of
the applicant. In the meantime application
monies will be retained by Capita IRG Plc in a
separate account.
2. Cheques may be post-dated to no later than
three business days before the relevant closing
date and will not be presented before such date.
Otherwise, the Company reserves the right to
present all cheques and banker’s drafts for
payment on receipt and to retain documents of
title and surplus application monies pending
clearance of the successful applicants’ cheques
and banker’s drafts.
3. By completing and delivering an Application
Form you:
(i) offer to subscribe for the number of
Ordinary Shares specified in your
Application Form (or such lesser number
for which your application is accepted) at
100p per Ordinary Share and on the terms
of, and subject to, the conditions set out in
this document (including these terms and
conditions), the Application Form, and
subject to the memorandum and articles
of association of the Company, and agree
to become a Shareholder in the Company;
(ii) authorise the Company or its agent to
send definitive documents of title for the
number of 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(s) entitled
thereto to your address as set out in your
Application Form and to procure that
your name is placed on the register of
members of the Company in respect of
such Ordinary Shares;
(iii) in consideration of the Company agreeing
that it will not, prior to 30 June 2005,
offer any Ordinary Shares to any persons
other than by means of the procedures set
out or referred to in this document, agree
that your application may not be revoked
until after 30 June 2005 and that this
paragraph constitutes a collateral
contract between you and the Company
which will become binding upon the
dispatch by post or delivery by you of your
Application Form duly completed to
Capita IRG Plc;
(iv)
(v)
(vi)
(vii)
warrant that your remittance will be
honoured on first presentation and agree
that, if such remittance is not so honoured,
you will not be entitled to receive a share
certificate for the Ordinary Shares applied
for or to enjoy or receive any rights or
distributions in respect of such Ordinary
Shares unless and until you make payment
in cleared funds for such Ordinary Shares
and such payment is accepted by the
Company (which acceptance shall be at its
absolute discretion and 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 that
at any time prior to unconditional
acceptance by the Company of the late
payment in respect of such Ordinary
Shares, the Company may (without
prejudice to its other rights) treat the
agreement to allot such Ordinary Shares
as void and may allot such Ordinary
Shares to some other person, in which case
you will not be entitled to any refund or
payment in respect of such Ordinary
Shares (other than return of such late
payment);
agree that any monies returnable to you
may be retained pending clearance of your
remittance and that such monies will not
bear interest;
agree that all applications, acceptances of
applications and contracts resulting
therefrom will 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 proceeding
arising out of or in connection with any
the applications, acceptances of
applications and contracts in any other
manner permitted by law or in any court
of competent jurisdiction;
authorise the Company or its agent, or any
persons authorised by them, as your
agent, to do all things necessary to effect
registration of any Ordinary Shares
subscribed by you into your name or into
the name of any person in whose favour
the entitlement to any such Ordinary
Shares have been transferred and
authorise any representative of the
Company or its agent to execute any
document required therefor;
42

(viii) agree that, in respect of those Ordinary
Shares for which your application has
been received and processed and not
refused, acceptance of your application
shall be constituted by notification of
acceptance thereof by the Company or its
agent;
(ix) agree that all documents in connection with
the Offer and any returned monies will be
sent at your risk and may be sent by post to
you at your address as set out in the
Application Form;
(x) agree that, having had the opportunity to
read the Prospectus dated 4 October 2004,
you shall be deemed to have had notice of all
information concerning the Company
contained herein;
(xi) confirm that in making such application you
are not relying on any information or
representation in relation to the Company
other than those contained in the Prospectus
dated 4 October 2004 and you accordingly
agree that no person responsible solely or
jointly for this document or any part thereof
will have any liability for any such other
information or representation;
(xii) confirm that you have reviewed the
restrictions contained in paragraphs 4 and 5
below and warrant as provided therein;
(xiii) warrant that you are not under the age of 18
years;
(xiv) agree that such Application Form is
addressed to the Company and to Charles
Stanley & Co. Limited;
(xv)
agree to provide the Company with any
information which it may request in
connection with your application or to
comply with legislation relating to venture
capital trusts or other relevant legislation (as
the same may be amended from time to time);
(xvi) warrant that, in connection with your
application, you have observed the laws of all
requisite territories, obtained any requisite
governmental or other consents, complied
with all requisite formalities and paid any
issue, transfer or other taxes due in
connection with your application in any
territory and that you have not taken any
action which will or may result in the
Company or Charles Stanley & Co. Limited
acting in breach of the regulatory or legal
requirements of any territory in connection
with the Offer or your application;
(xvii) agree that Charles Stanley & Co. Limited
will not regard you as its customer by virtue
of your having made an application for
Ordinary Shares or by virtue of such
application being accepted;
(xviii) warrant that if you sign the Application
Form on behalf of somebody else or a
corporation you have the authority to do
so and such person will also be bound
accordingly and will be deemed also to
have given the confirmations, warranties
and undertakings contained in these terms
and conditions of application and
undertake to enclose a power of attorney
or a copy thereof duly certified by a
solicitor with the Application Form;
(xix) warrant that you are not, and are not
applying as nominee or agent for, a person
who is or may be liable to stamp duty or
stamp duty reserve tax under any of the
sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and
clearance services); and
(xx) 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 your offering to
subscribe for, or acquiring, Ordinary
Shares and that the 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.
4. No person receiving a copy of this document
and/or an Application Form in any territory
other than the United Kingdom may treat the
same as constituting an invitation to him, nor
should he in any event use such Application
Form, unless in the relevant territory such an
invitation could lawfully be made to him or such
Application Form could lawfully be used
without compliance with 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 the relevant territory in connection therewith,
including obtaining any governmental or other
consents which may be required or observing
any other formalities needing to be observed in
such territory and paying any issue, transfer or
other taxes required to be paid in such territory.
5. The Ordinary Shares have not been and will not
be registered under the United States Securities
Act of 1933 or under the securities laws of any
state or other political subdivision of the United
States of America and may not be offered, sold,
renounced, transferred or delivered, directly or
indirectly, in the United States of America, its
territories and possessions, any state of the
United States and the District of Columbia
(“United States”), or as a result of a purchase
order known to originate in the United States.
Persons subscribing for Ordinary Shares shall be
deemed to represent and warrant that they are
not in the United States and will not, as the
principal or agent, offer, sell, renounce, transfer
or deliver directly or indirectly, as part of the
distribution of the Ordinary Shares, any
Ordinary Shares being purchased by them to
any person in the United States or as a result of a
43

purchase originating in the United States. In
addition, the Company has not been and will
not be registered under the United States
Investment Company Act of 1940 as amended.
The Manager is not registered under the United
States Investment Advisers Act of 1940 as
amended.
6. Applications will be dealt with on a “first come,
first served basis”, subject to the Directors’
discretion in the event that the Offer is
oversubscribed. The right is reserved,
notwithstanding the basis above, to reject in
whole or in part and/or scale down any
application, in particular multiple and
suspected multiple applications. The right is
also reserved to treat as valid any application
not complying fully with these Terms and
Conditions of Application or not in all respects
complying with the Notes on how to complete
the Application Form set out on pages 49 and 50
of this document. In particular, but without
limitation, the Company may accept
applications made otherwise than by
completion of an Application Form where the
applicant has agreed in some other manner
acceptable to the Company to apply in
accordance with these Terms and Conditions of
Application.
7. Save where the context requires otherwise,
terms defined in this document bear the same
meaning when used in these Terms and
Conditions of Application and in the
Application Form.
8. Applications under the Offer in respect of the
2004/2005 tax year must be received at the
offices of Capita IRG Plc, Corporate Actions,
The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU no later than 12 noon on 4 April
2005 and applications in respect of the
2005/2006 tax year must be received no later
than 12 noon on 30 May 2005, except that the
Company and Capita IRG Plc reserve the right
to accept applications other than in accordance
with the foregoing and the dates and times
referred to in these Terms and Conditions of
Application for acceptance of applications may
be altered by the Company with the agreement
of Charles Stanley & Co. Limited provided that
the Offer shall not be extended so as to close
after 30 June 2005.
9. It is a condition of the Offer for Subscription
that, to ensure compliance with the Money
Laundering Regulations 2003, the Company
and Capita IRG Plc are entitled to require, at
their absolute discretion, verification of identity
from any person lodging an Application Form
(an “applicant”) including, without limitation,
any person who either (i) tenders payment by
way of a cheque or banker’s draft drawn on an
account in the name of a person or persons other
than the applicant or (ii) appears to the
Company and/or Capita IRG Plc to be acting on
behalf of some other person. Pending the
provision of evidence satisfactory to the
Company and/or Capita IRG Plc as to the
identity of the applicant and/or any person on
whose behalf the applicant appears to be acting,
the Company and/or Capita IRG Plc may, in
their absolute discretion, retain an Application
Form lodged by an applicant and/or the cheque
or other remittance relating thereto and/or not
enter the applicant on the register of members or
issue any share certificate in respect of such
application.
If verification of identity is required, this may
result in delay in dealing with an application and
in rejection of the application. The Company
reserves the right, in its absolute discretion, for it
or Capita IRG Plc to reject any application in
respect of which the Company and/or Capita
IRG Plc considers that, having requested
verification of identity, it has not received
evidence of such identity satisfactory to it by
such time as was specified in the request for
verification of identity or in any event within a
reasonable period. In the event that an
application is rejected in any such
circumstances, the Company reserves the right,
in its absolute discretion, but shall have no
obligation, to terminate any contract of
allotment relating to or constituted by such
Application Form (in which event the money
payable or paid in respect of the application will
be returned (without interest) to the account of
the drawee with the bank from which such sums
were originally debited) and/or to endeavour to
procure other subscribers for the Ordinary
Shares in question (but in each case without
prejudice to any rights the Company may have
to take proceedings to recover in respect of loss
or damage suffered or incurred by it as a result of
the failure to produce satisfactory evidence as
aforesaid). The submission of an Application
Form will constitute an undertaking by the
applicant to provide promptly to Capita IRG Plc
such information as may be specified by it as
being required for the purpose of the Money
Laundering Regulations 2003.
10. The section headed Notes on how to complete
the Application Form forms part of these Terms
and Conditions of Application.
11. Applications must be for a minimum of 3,000
Ordinary Shares. Applications for greater
amounts must be in multiples of 100 Shares.
Applications for any other number of multiples
of Ordinary Shares may be rejected or treated as
applications for the next smaller number of
Ordinary Shares that complies with the
requirements of this paragraph.
12. Independent financial advisers who, acting on
behalf of their clients, return valid Application
Forms bearing their stamp and FSA number,
accepted by the Company and received on or
before 31 December 2004 will be paid 3 per
cent. commission on the amount payable in
respect of the Shares allocated for each such
Application Form. A commission of 2.5 per
cent. of such amount will be payable in respect
44

of valid applications accepted by the
Companyand received after 31 December 2004.
A further commission will be paid by the
Manager to authorised financial intermediaries
whose clients’ total accepted applications
exceed £500,000. This commission will be 0.5
per cent. of the net asset value per Share in
respect of valid applications, accepted by the
Company, attributable to each relevant
authorised financial intermediary, payable on
31 December in 2005, 2006 and 2007 based on
the net asset value per Share at that date and
reduced in respect of any investors who have, in
the interim, disposed of their Shares.
Independent financial advisers may agree to
waive part or all of their commission in respect
of an application. If this is the case, then such
application will be treated as an application for
the number of Ordinary Shares stated in Part 2
of the Application Form together with a number
of additional Ordinary Shares equivalent to the
amount of commission waived at 100p per
Ordinary Share. Such waived commission will
be applied in paying for such Ordinary Shares.
Capita IRG Plc is authorised to amend such Part
2 to include such additional Ordinary Shares.
Financial advisers should keep a record of
Application Forms submitted bearing their
stamp to substantiate any claims for their
commission.
13. Investors are responsible for ascertaining their
own tax status and liabilities and neither the
Company nor Charles Stanley & Co. Limited
can accept any liability in the event they do not
receive any venture capital trust tax reliefs.
45

PART V
Terms and Conditions of the Dividend Reinvestment Scheme
Aberdeen Asset Managers Limited, Charles Stanley &
Co. Limited, the Company and the Scheme Manager
cannot give advice on whether participation in the
Dividend Reinvestment Scheme is suitable for your
individual circumstances. You should consult an
independent financial adviser if you require assistance
or advice.
1. In these Terms and Conditions the following
words shall have, unless the context otherwise
permits, the following meanings:
“the Scheme” means the Aberdeen Growth
Opportunities VCT 2 PLC Dividend
Reinvestment Scheme to be established in
accordance with the terms and conditions set
out herein;
“the Scheme Manager” means Capita IRG Plc
or such other person or persons who may from
time to time be appointed by the Company to
manage the Scheme on its behalf;
“Ordinary Shares” or “Shares” means ordinary
shares in the capital of the Company;
“Reinvestment Day” means a day on which any
dividend on Ordinary Shares is credited to the
account of the Scheme Manager on behalf of any
of the Shareholders or, if such day is not a
dealing day on the London Stock Exchange plc,
the next dealing day thereafter;
“the UK Listing Rules” means the Listing Rules
of the UK Listing Authority;
“Shareholder” means the individual who is
named in the Application Form as the applicant;
“the Application Form” means the application
form submitted by each Shareholder under
which such Shareholder agrees to participate in
the Scheme;
“these Terms and Conditions” means the terms
and conditions relating to the Scheme and set
out herein; and
“Company” means Aberdeen Growth
Opportunities VCT 2 PLC.
2. The Scheme Manager shall invest the monies
held within the Scheme (being dividends paid on
Ordinary Shares held by Shareholders) in the
subscription for further Ordinary Shares. The
Scheme Manager shall not have the discretion to
vary such investments and the Shareholders may
not instruct the Scheme Manager to make any
other investments. Shareholders may join the
Scheme in respect of the Ordinary Shares of the
Company only if all dividends on the Ordinary
Shares held by them are mandated to the
Scheme.
3. (a) On or as soon as practicable after a
Reinvestment Day, the funds held by the
Scheme Manager on behalf of
Shareholders shall be paid on behalf of
Shareholders in the subscription for new
Ordinary Shares in the Company.
(b) The number of new Ordinary Shares to be
subscribed pursuant to Clause 3(a) above
shall be calculated by dividing the
aggregate value of the dividends paid on
the Ordinary Shares held by each
participating Shareholder by the greatest
of the net asset value per Share of the
Company (as determined by Aberdeen
Asset Managers Limited), or the nominal
value per Share, or the mid-market value
per Share at the close of business on the
business day preceding the date of issue of
such shares.
(c) Any balance of cash remaining with the
Scheme Manager after the acquisition
shall be held by the Scheme Manager on
behalf of the Shareholder to whom it
relates and added to the cash available for
the subscription for Ordinary Shares on
the next Reinvestment Day. No interest
shall accrue or be payable by the Scheme
Manager in favour of any Shareholder on
any such cash balances.
4. The Scheme Manager shall, immediately after
the subscription of Ordinary Shares in
accordance with Clause 3 hereof, take all
necessary steps to ensure that the Shareholders
are entered onto the share register of the
Company as the registered holders of the
Ordinary Shares issued to them in accordance
with Clause 3 above, and that Share certificates
in respect of such Shares are issued and delivered
to the Shareholders, at their own risk, as soon as
is reasonably practicable (unless such Shares are
to be uncertificated). Shareholders will receive
with their Share certificates (if any) a statement
detailing:
the dividend available for reinvestment;
the price per Share subscribed for and the
date of issue;
the number of Shares issued and the total
cost;
the aggregate number of Shares held by
the Shareholder;
the cash to be carried forward for
investment on the next Reinvestment Day.
5. All costs and expenses incurred by the Scheme
Manager in operating and administering the
Scheme will be borne by the Company and the
Scheme Manager, as agreed between them.
6. Each Shareholder warrants to the Scheme
Manager that:
(a) during the continuance of his
participation in the Scheme he will remain
46

(b)
the sole beneficial owner of the Ordinary
Shares registered in his name free from
encumbrances or security interests;
all information set out in the Application
Form completed by or on behalf of the
Shareholder is correct; and
(c) during the continuance of his
participation in the Scheme he will comply
with the provisions of Clause 7 below.
7. The right to participate in the Scheme will not be
available to any person who is a citizen, resident
or national of, or has a registered address in, any
jurisdiction outside the United Kingdom. No
such person receiving a copy of the Scheme
documents may treat them as offering such a
right unless such an offer could properly be
made without such compliance. It is the
responsibility of any Shareholder wishing to
participate in the Scheme to be satisfied as to the
full observance of the laws of the relevant
jurisdiction(s) in connection therewith,
including obtaining any governmental or other
consents which may be required and observing
any other formalities needing to be observed in
any such jurisdiction(s).
8. The Scheme Manager shall not be bound to act
in accordance with the instructions of anyone
other than the Shareholder or the personal
representatives of the Shareholder and these
Terms and Conditions shall be binding on the
Shareholder’s personal representatives.
9. The Shareholder acknowledges that the Scheme
Manager is not providing a discretionary
management service. Neither the Scheme
Manager nor the Company shall be responsible
for any loss or damage to Shareholders in the
Scheme as a result of their participation in the
Scheme unless due to the negligence or default of
the Scheme Manager, its servants or agents
when liability (if any) will be of the Scheme
Manager.
10. The Shareholder may at any time, by notice to
the Scheme Manager, terminate his
participation in this Scheme and withdraw any
monies held by the Scheme Manager on his
behalf in relation thereto.
If a Shareholder shall at any time cease to hold
Ordinary Shares in the Company, he shall be
deemed to have served such a notice in respect of
his participation in the Scheme. If such notice is
served or deemed to have been served, the
Scheme Manager shall pay to such Shareholder
all of the monies held by the Scheme Manager on
his behalf for investment, in such manner as the
Shareholder, may direct or, in the absence of
direction to the Shareholder, at the address set
out in the Application Form, subject to any
deductions which the Scheme Manager may be
entitled or bound to make hereunder.
11. If a Shareholder withdraws from the Scheme
and a cash balance remains of less than £1 that
balance will not be repaid, but will be donated to
a recognised registered charity.
12. The Company and the Scheme Manager shall be
entitled, at any time and from time to time, to
suspend the operation of the Scheme and/or to
terminate the Scheme without notice to the
Shareholders. In the event of termination, the
Scheme Manager shall pay to each Shareholder
all of the monies held by the Scheme Manager on
his behalf.
13. All notices and instructions to be given to the
Scheme Manager shall be in writing and
delivered or posted to: Capita IRG Trustees
Limited, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU.
14. The Scheme Manager shall be entitled to amend
the Terms and Conditions of the Scheme on
giving one month’s notice in writing to all
Shareholders. If such amendments have arisen
as a result of any change in statutory or other
regulatory requirements, notice of such
amendment will not be given to Shareholders
unless, in the Scheme Manager’s opinion, the
change materially affects the interests of
Shareholders.
15. Paragraphs 3(xv) and (xx) of the Terms and
Conditions applying to the initial subscription
by Shareholders in the Company shall apply to
all subscriptions hereunder.
16. Subscriptions for venture capital trust shares
attract tax reliefs only if subscriptions to all
venture capital trusts in any tax year do not
exceed the relevant limits, being £200,000 in
each of the tax years ending 5 April 2005 and 5
April 2006, including subcriptions pursuant to
dividend reinvestment schemes. Investors are
responsible for ascertaining their own tax status
and liabilities and neither the Scheme Manager
nor the Company can accept any liability in the
event they do not receive any venture capital
trust tax reliefs.
17. Since dividends on Ordinary Shares acquired in
excess of the relevant limit in any tax year will
not be exempt from income tax in the same way
as Ordinary Shares acquired within this limit,
Shareholders will generally be liable to tax on
such dividends. The Scheme Manager will
nevertheless invest the whole of such dividends
unless notified to the contrary in writing at least
14 days before a Reinvestment Day.
18. The Company shall be entitled, in the event that
the Shareholder does not pay any amounts
arising hereunder, to withhold future dividend
payments and pay them to the Scheme Manager
until such amounts have been recouped by the
Scheme Manager together with any reasonable
expenses incurred in connection therewith by
the Company.
47

19. The Company shall not be required to issue
Shares hereunder if to do so would be in breach
of the Companies Act 1985 or the Listing Rules.
20. These Terms and Conditions shall be governed
by, and construed in accordance with, English
law and any party hereto submits to the
jurisdiction of the English courts and agrees that
nothing shall limit the right of the Company to
bring any action, suit or proceeding arising out
of or in connection with the Scheme in any other
manner permitted by law or in any court of
competent jurisdiction.
Shareholders in any doubt about their tax position
should consult their independent professional
advisers.
48

Notes on how to complete the Application Form
The following instructions should be read in
conjunction with the Application Form.
1. Insert your full name, address, date of birth and
national insurance number in Block Capitals in
Part 1.
Applications may be made only by persons aged
18 or over.
2. Insert in Part 2 (in figures) the number of Shares
for which you are applying. Each Ordinary
Share costs 100p. Your total application must
be for a minimum of 3,000 shares and in
multiples of 100 shares therafter.
3. Insert in Part 3 (in figures) the amount of your
payment. The amount of your cheque or
banker’s draft should be the amount which
represents 100p multiplied by the number of
shares inserted in Part 2.
4. You must affix to the completed Application
Form a cheque or banker’s draft for the full
amount payable. Your cheque or banker’s draft
must be made payable to “Capita IRG PLC A/C
Aberdeen Opportunities” for the amount
payable on application inserted in the section
marked “Total” in Part 3 and should be crossed
“A/C Payee”. No receipt will be issued for this
payment which must be solely for this
application. Your cheque or banker’s draft must
be drawn in sterling on an account at a branch
(which must be in the UK, the Channel Islands
or the Isle of Man) of a bank which is either a
member of the London or Scottish Clearing
Houses or which has arranged for its cheques
and banker’s drafts to be presented for payment
through the clearing facilities provided for the
members of those Clearing Houses, and must
bear the appropriate sort code number in the top
right hand corner. The right is reserved to reject
any application in respect of which the
applicant’s cheque or banker’s draft has not
been cleared on first presentation. Applications
may be accompanied by a cheque or banker’s
draft drawn by someone other than the
applicant, but any monies to be returned will be
sent by crossed cheque in favour of the person
named in Part 1.
IMPORTANT NOTE FOR APPLICATIONS
OF £9,000 OR MORE
The verification of identity requirements of the
Money Laundering Regulations 2003 will apply
and verification of the identity of the applicant
may be required. A failure to provide the
necessary evidence of identity may result in your
application being treated as invalid or in delay in
confirming the application. In order to avoid
this, if the value of the Shares applied for exceeds
£9,000, payment should be made by means of a
UK clearing bank cheque drawn by the person
named in Box 1 on an account in his or her
name. If this is not practicable and you use a
cheque drawn by a third party or a building
society cheque or banker’s draft, you should
write the name, address and date of birth of the
person named in Part 1 on the back of the
cheque or banker’s draft and:
(a) if a building society cheque or banker’s
draft is used, the building society or bank
must also endorse on the cheque or draft
the name and account number of the
person whose account is being debited; or
(b) if a cheque is drawn by a third party, you
must ensure that one of the following
documents is enclosed with the form: a
certified copy of your passport or driving
licence or a recent original bank or
building society statement or utility bill in
your name. A copy passport or driving
licence should be certified by a solicitor or
bank. Original documents will be
returned by post at your risk.
5. Investments made by qualifying individuals
aged 18 or over, up to £200,000 per tax year for
tax years 2004/2005 and 2005/2006 (6 April to
5 April) in venture capital trusts qualify for tax
exemptions on dividends and the other venture
capital trust tax reliefs.
If the aggregate of amounts you have already
invested in venture capital trusts in the
2004/2005 tax year and the amount which you
are applying to invest in the Company under the
2004/2005 Offer exceeds £200,000, you must
state the amount of the excess. Similarly, if the
amount you are applying to invest in the
2005/2006 Offer and the amount you have
applied to invest in any other venture capital
trust in respect of the 2005/2006 tax year
exceeds £200,000, you must state the amount of
the excess.
If there is no such excess over the permitted
maximum please state “nil” in Part 5.
6. If you wish to participate in the Dividend
Reinvestment Scheme please read the Terms and
Conditions on pages 46 to 48 of this document
and tick Part 6 on the Application Form.
7. You or your independent financial adviser
should sign and date the Application Form in
Part 7.
8. Dividend payments directly to Bank or Building
Society Accounts. If you would like all future
dividends to be paid directly into your bank or
building society account, please complete Part 8,
the mandate instruction form on the reverse of
the Application Form.
9. Agents who are entitled to receive commission
should stamp and complete Part 9 on the reverse
of the Application Form, giving their full name
and address, telephone number and details of
their authorisation and their authorisation
reference number under the Financial Services
and Markets Act 2000, together with the
amount of the commission which they agree to
49

waive and which may therefore be used to
subscribe for additional Ordinary Shares. The
right is reserved to withhold payment of any
commission if the Company is not, in its sole
discretion, satisfied that the agent is so
authorised.
10. Completed Application Forms should be sent
by post or delivered by hand to Capita IRG
Plc, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU
so as to arrive (in relation to applications for the
2004/2005 tax year) no later than 12 noon on 4
April 2005. Application Forms and cheques in
relation to the 2005/2006 tax year must be
received by 12 noon on 30 May 2005. Please
note, however, that the application list may be
closed at any time provided that the Offer has
been subscribed in full.
If you post your Application Form you are
recommended to use first class post and to allow
at least two working days for delivery. Faxed
copies of the Application Form will not be
accepted.
50

Aberdeen Growth Opportunities VCT 2 PLC
Application Form
Part 1 PLEASE USE BLOCK CAPITALS
Mr/Mrs/Miss/Ms/Title
Surname
Forename(s) (in full)
Address (in full)
Part 5
Specify the extent to which the Shares for which you are
applying, in addition to shares in other venture capital trusts,
are being acquired in excess of £200,000 for each of the tax
years to 5 April 2005 or 5 April 2006, stating nil if
appropriate.
Important: see note 5 before completing this box.
Telephone
Postcode
2004/2005 issue £
2005/2006 issue £
Date of birth (DD/MM/YYYY)
National Insurance Number
Part 2
I apply for the following number of Shares (in figures)
NB Minimum 3,000 Shares in total and in multiples of 100
thereafter
Shares to be issued in 2004/2005
tax year
Shares to be issued in 2005/2006
tax year
(or any smaller number of Shares for which this application
is accepted) at the Offer Price of 100 pence per Share,
payable in full on application, on the terms and conditions
set out in this Application Form and the Prospectus dated
4 October 2004 and subject to the Memorandum and
Articles of Association of Aberdeen Growth Opportunities
VCT 2 PLC.
Part 3
I attach a cheque or banker’s draft for the amount payable
to:
Capita IRG PLC A/C Aberdeen Opportunities and crossed
A/C Payee
Total £
Please send me (a) certificate(s) confirming my entitlement to
VCT tax reliefs. I will acquire Ordinary Shares in Aberdeen
Growth Opportunities VCT 2 PLC on or before 5 April 2005
(the final date of issue of the Shares for the 2004/2005 tax
year) and/or on or after 6 April 2005 (the expected first date
of issue of the Shares for the 2005/2006 tax year). I
acknowledge that if my cheque is not honoured on first
presentation, any Shares issued to me may be transferred to
Aberdeen Asset Managers Limited. If your investment is for
£9,000 or more you should read note 4.
Part 6
Tick this box if you wish to reinvest your dividends by
subscribing for new Ordinary Shares in the Company on the
terms set out in Part V of the Prospectus.
Part 7
If this form is completed and signed by the investor named in
Part 1:
By signing this form I hereby declare that:
(i) I have received the Prospectus dated 4 October 2004
and have read the terms and conditions of application
contained therein and agree to be bound by them;
(ii)
(iii)
I will be the beneficial owner of the shares in Aberdeen
Growth Opportunities VCT 2 PLC issued to me
pursuant to the Offer; and
to the best of my knowledge and belief, the particulars
I have given to Aberdeen Growth Opportunities VCT
2 PLC are correct.
If this form is completed and signed by an independent
financial adviser or any other person apart from the investor:
By signing this form on behalf of the individual whose details
are shown above, I make a declaration on behalf of such
individual on the terms of sub-paragraphs (i) to (iii) above.
If the Shares are issued on different dates or if the Offer is
oversubscribed, I hereby authorise Aberdeen Growth
Opportunities VCT 2 PLC to complete the boxes designated
for official use overleaf, and for this information to be
treated by the Inland Revenue as modifying the information
provided in Parts 2, 3 and 5 and the date on which the Shares
are issued.
The Inland Revenue may inspect this declaration. It is a
serious offence to make a false declaration.
Signature
Part 4
Affix here your cheque or banker’s draft for the amount in
the section marked Total in Part 3 made payable to Capita
IRG PLC A/C Aberdeen Opportunities and crossed A/C
Payee.
Please pin, staple or clip; do not glue or tape cheque to form.
Date (DD/MM/YYYY)
PLEASE TURN OVER, THE FORM CONTINUES
OVERLEAF

Part 8
Payment of dividends directly to Bank or Building Society
Accounts.
Dividends on Shares held in Aberdeen Growth
Opportunities VCT 2 PLC can be paid into bank or building
society accounts. To arrange for all future dividend
payments to be paid directly into your account, please
complete the mandate instruction form below.
Dividends paid directly to your account will be paid in
cleared funds on the dividend payment date. (You will
receive the corresponding tax voucher by post advising you
of the payment amount and date). Your bank or building
society statement will identify details of the dividend as well
as the date and amount paid.
Dividend Mandate
Please forward, until further notice, all dividends that
may from time to time become due on any Shares now
standing, or which may hereafter stand, in my name in
the register of members of Aberdeen Growth
Opportunities VCT 2 PLC to:
Part 9
To be completed by Independent Financial Advisers
Due completion of the agent’s box indicates that the agent is
duly authorised to transact investments of this type under the
Financial Services and Markets Act 2000 and confirms that
the requirements of the Money Laundering Regulations
2003 have been complied with.
Commission at up to 3 per cent. of the sum subscribed is
offered to authorised financial intermediaries as set out in the
Terms and Conditions of Application. If any element of the
commission is waived, it will be available for subscription
for additional Shares in accordance with the Terms and
Conditions of Application.
Stamp of authorised financial intermediary if applicable
Authorised Reference Number
Bank or Building Society reference number and details
1. Sort code number
2. Name of Bank or Building Society
Commission to be waived in favour of applicant
(expressed as a percentage of the sum subscribed):
0%
Title of Branch
0.5%
Address of Branch
1%
1.5%
Account Number
Please quote all digits including zeros
3. Signature
2%
2.5%
3%
Date (DD/MM/YYYY)
Delivery of Application Form
Send the completed Application Form, together with the
cheque or banker’s draft by post or by hand to: Capita IRG
Plc, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU so as to arrive (in relation to
applications for the 2004/2005 tax year) no later than
12 noon on 4 April 2005. Application Forms and cheques in
relation to the 2005/2006 tax year must be received by
12 noon on 30 May 2005.

Aberdeen Growth Opportunities VCT 2 PLC
Application Form
Part 1 PLEASE USE BLOCK CAPITALS
Mr/Mrs/Miss/Ms/Title
Surname
Forename(s) (in full)
Address (in full)
Part 5
Specify the extent to which the Shares for which you are
applying, in addition to shares in other venture capital trusts,
are being acquired in excess of £200,000 for each of the tax
years to 5 April 2005 or 5 April 2006, stating nil if
appropriate.
Important: see note 5 before completing this box.
Telephone
Postcode
2004/2005 issue £
2005/2006 issue £
Date of birth (DD/MM/YYYY)
National Insurance Number
Part 2
I apply for the following number of Shares (in figures)
NB Minimum 3,000 Shares in total and in multiples of 100
thereafter
Shares to be issued in 2004/2005
tax year
Shares to be issued in 2005/2006
tax year
(or any smaller number of Shares for which this application
is accepted) at the Offer Price of 100 pence per Share,
payable in full on application, on the terms and conditions
set out in this Application Form and the Prospectus dated
4 October 2004 and subject to the Memorandum and
Articles of Association of Aberdeen Growth Opportunities
VCT 2 PLC.
Part 3
I attach a cheque or banker’s draft for the amount payable
to:
Capita IRG PLC A/C Aberdeen Opportunities and crossed
A/C Payee
Total £
Please send me (a) certificate(s) confirming my entitlement to
VCT tax reliefs. I will acquire Ordinary Shares in Aberdeen
Growth Opportunities VCT 2 PLC on or before 5 April 2005
(the final date of issue of the Shares for the 2004/2005 tax
year) and/or on or after 6 April 2005 (the expected first date
of issue of the Shares for the 2005/2006 tax year). I
acknowledge that if my cheque is not honoured on first
presentation, any Shares issued to me may be transferred to
Aberdeen Asset Managers Limited. If your investment is for
£9,000 or more you should read note 4.
Part 6
Tick this box if you wish to reinvest your dividends by
subscribing for new Ordinary Shares in the Company on the
terms set out in Part V of the Prospectus.
Part 7
If this form is completed and signed by the investor named in
Part 1:
By signing this form I hereby declare that:
(i) I have received the Prospectus dated 4 October 2004
and have read the terms and conditions of application
contained therein and agree to be bound by them;
(ii)
(iii)
I will be the beneficial owner of the shares in Aberdeen
Growth Opportunities VCT 2 PLC issued to me
pursuant to the Offer; and
to the best of my knowledge and belief, the particulars
I have given to Aberdeen Growth Opportunities VCT
2 PLC are correct.
If this form is completed and signed by an independent
financial adviser or any other person apart from the investor:
By signing this form on behalf of the individual whose details
are shown above, I make a declaration on behalf of such
individual on the terms of sub-paragraphs (i) to (iii) above.
If the Shares are issued on different dates or if the Offer is
oversubscribed, I hereby authorise Aberdeen Growth
Opportunities VCT 2 PLC to complete the boxes designated
for official use overleaf, and for this information to be
treated by the Inland Revenue as modifying the information
provided in Parts 2, 3 and 5 and the date on which the Shares
are issued.
The Inland Revenue may inspect this declaration. It is a
serious offence to make a false declaration.
Signature
Part 4
Affix here your cheque or banker’s draft for the amount in
the section marked Total in Part 3 made payable to Capita
IRG PLC A/C Aberdeen Opportunities and crossed A/C
Payee.
Please pin, staple or clip; do not glue or tape cheque to form.
Date (DD/MM/YYYY)
PLEASE TURN OVER, THE FORM CONTINUES
OVERLEAF

Part 8
Payment of dividends directly to Bank or Building Society
Accounts.
Dividends on Shares held in Aberdeen Growth
Opportunities VCT 2 PLC can be paid into bank or building
society accounts. To arrange for all future dividend
payments to be paid directly into your account, please
complete the mandate instruction form below.
Dividends paid directly to your account will be paid in
cleared funds on the dividend payment date. (You will
receive the corresponding tax voucher by post advising you
of the payment amount and date). Your bank or building
society statement will identify details of the dividend as well
as the date and amount paid.
Dividend Mandate
Please forward, until further notice, all dividends that
may from time to time become due on any Shares now
standing, or which may hereafter stand, in my name in
the register of members of Aberdeen Growth
Opportunities VCT 2 PLC to:
Part 9
To be completed by Independent Financial Advisers
Due completion of the agent’s box indicates that the agent is
duly authorised to transact investments of this type under the
Financial Services and Markets Act 2000 and confirms that
the requirements of the Money Laundering Regulations
2003 have been complied with.
Commission at up to 3 per cent. of the sum subscribed is
offered to authorised financial intermediaries as set out in the
Terms and Conditions of Application. If any element of the
commission is waived, it will be available for subscription
for additional Shares in accordance with the Terms and
Conditions of Application.
Stamp of authorised financial intermediary if applicable
Authorised Reference Number
Bank or Building Society reference number and details
1. Sort code number
2. Name of Bank or Building Society
Commission to be waived in favour of applicant
(expressed as a percentage of the sum subscribed):
0%
Title of Branch
0.5%
Address of Branch
1%
1.5%
Account Number
Please quote all digits including zeros
3. Signature
2%
2.5%
3%
Date (DD/MM/YYYY)
Delivery of Application Form
Send the completed Application Form, together with the
cheque or banker’s draft by post or by hand to: Capita IRG
Plc, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU so as to arrive (in relation to
applications for the 2004/2005 tax year) no later than
12 noon on 4 April 2005. Application Forms and cheques in
relation to the 2005/2006 tax year must be received by
12 noon on 30 May 2005.

Millnet Financial (6911-01) 024002 — 0904