To: Mr Phillip Rhoden Esq Clubfinance Ltd P.O. Box 1036 Hemel ...

To: 

Mr Phillip Rhoden Esq 

Clubfinance Ltd 

P.O. Box 1036 

Hemel Hempstead 

HP1 2WU 

For the attention of Mr Phillip Rhoden 

29 March 2011 

Dear Investor, 

Funding update for Committed Capital VCT 

I write to confirm that we have agreed to reduce the minimum subscription required to do an initial allotment of shares in 

Committed Capital’s VCT to £1m from £3m. We are currently processing subscriptions of well in excess of the minimum 

amount. We plan to allot at the year end and keep the fund open for further subscriptions until the autumn. Some of the UK’s 

most active VCT investors will be promoting the VCT from the beginning of the next tax year. The directors therefore have a 

high degree of confidence in significant interest over the course of the year and are comfortable that the fund will be well 

subscribed at closure. 

Yours sincerely, 

Steven Harris 

Chief Executive Officer 

Committed Capital Financial Services Limited 


Registered in England and Wales under company number: 03810820 

Registered Office: 107 New Bond Street, London W1S 1ED, UK 

Authorised and regulated by the Financial Services Authority 

T: +44 20 7529 1350 | F: +44 20 3004 1183 | E: info@committedcapital.co.uk 

www.committedcapital.co.uk

Prospectus 2011

This document, comprising a prospectus dated 21 January 2011 in accordance with the Prospectus Rules made under 

Part VI of the Financial Services and Markets Act 2000 (‘‘FSMA’’), has been approved for publication by the Financial 

Services Authority under section 87 of that Act and the Prospectus Rules. This document has been prepared for the 

purposes of complying with the prospectus directive, English law and the rules of the UK Listing Authority and the 

information disclosed may not be the same as that which would be disclosed if this document had been prepared in 

accordance with the laws of a jurisdiction outside England. 

The Company and the Directors, whose names appear on page 48, and accept responsibility for the information 

contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have 

taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance 

with the facts and does not omit anything likely to affect the import of such information. 

Application will be made to the UK Listing Authority for all the ordinary shares of 1p each in the capital of the 

Company (‘‘Shares’’) (issued and to be issued pursuant to the Offer described herein) to be admitted to the Official List 

of the UK Listing Authority. Application will also be made to the London Stock Exchange for such Offer Shares to be 

admitted to trading on its market for listed securities. It is expected that Admission will become effective, and that 

trading in the Offer Shares will commence, within three Business Days of allotment. 

Persons receiving this document should note that, in connection with the Offer, BDO LLP (‘‘BDO’’) is acting as sponsor 

for the Company and Committed Capital Financial Services Limited (‘‘the Manager’’) is acting as promoter to the Offer 

(and in each case, for no-one else) and will not be responsible to anyone other than the Company for providing the 

protections afforded to customers of BDO and the Manager for providing advice in connection with the Offer. BDO is 

authorised and regulated in the United Kingdom by the FSA. 

COMMITTED CAPITAL VCT PLC 

Registered in England and Wales under number 07471164 

(ISIN Number GB00B59M6S10) 

Offer for Subscription 

for the 2010/2011 and 2011/2012 tax years 

to raise up to £25,000,000 by way of an issue of 

no more than 25,060,000 Offer Shares in the Company 

The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa 

(each a ‘‘Restricted Territory’’). In particular, prospective shareholders who are resident in a Restricted Territory should 

note that this document is being sent for information purposes only. The distribution of this document in jurisdictions 

other than the UK may be restricted by law and therefore persons into whose possession this document comes should 

inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may 

constitute a violation of the securities law of any such jurisdiction. The Application Form is not being and must not be 

forwarded to or transmitted in or into a Restricted Territory. Any person (including, without limitation, custodians, 

nominees and trustees) who may have a contractual or legal obligation to forward this document and/or the 

accompanying Application Form should read the paragraph entitled ‘‘Overseas Investors’’ in paragraph 7 of Part Six of 

this document before taking any action. 

25,000,000 Offer Shares are being offered to the public under the Offer. The Offer opens on 21 January 2011 and will 

close on 31 May 2011, unless fully subscribed or otherwise extended by the Board acting in its absolute discretion. 

The Board may also, in its absolute discretion, decide to increase the Offer (subject to the issue of a supplementary 

prospectus). Dealings will commence within three Business Days of allotment. The Offer is not underwritten. The terms 

and conditions of the Offer are set out in Part Nine of this document, followed by an Application Form for use in 

connection with the Offer. The minimum subscription per investor is £5,000. Completed Application Forms should be 

sent by post to The City Partnership (UK) Limited, Thistle House, 21-23 Thistle Street, Edinburgh EH2 1DF. 

Copies of this document (and any supplementary prospectus published by the Company) are available free of charge for 

the duration of the Offer, by collection from the Company’s registered office and/or: 


107 New Bond Street 

Mayfair 

London 

W1S 1ED 

The whole of this document should be read. In particular, your attention is drawn to ‘Risk Factors’ set out on pages 6 

and 7 of this document.

CONTENTS 

Page 

SUMMARY 3 

RISK FACTORS 6 

EXPECTED TIMETABLE, OFFER STATISTICS AND COSTS 8 

LETTER FROM THE CHAIRMAN 9 

PART ONE: THE OFFER 10 

PART TWO: THE BOARD AND THE MANAGER 12 

PART THREE: INVESTMENT POLICY AND STRATEGY 16 

PART FOUR: MANAGEMENT AND ADMINISTRATION 

ARRANGEMENTS 19 

PART FIVE: TAXATION 22 

PART SIX: ADDITIONAL INFORMATION 25 

PART SEVEN: CORPORATE INFORMATION 48 

PART EIGHT: DEFINITIONS 49 

PART NINE: TERMS AND CONDITIONS OF THE OFFER 51 

APPLICATION FORM 57 

2

SUMMARY 

This summary conveys the essential characteristics and 

risks associated with the Company and the Shares and 

should be read as an introduction to the Prospectus. 

Any decision to invest should be based on 

consideration of the Prospectus as a whole by the 

investor. Where a claim relating to the information 

contained in this Prospectus is brought before a court, 

the claimant investor might, under the national 

legislation of the EEA states, have to bear the costs of 

translating the Prospectus before the legal proceedings 

are initiated. Civil liability attaches to those persons 

who are responsible for this summary, but only if the 

summary is misleading, inaccurate or inconsistent 

when read together with other parts of the 

Prospectus. 

BACKGROUND 

VCTs were introduced by the UK Government in 1995 

to encourage individuals to invest in UK smaller 

companies. The Government achieved this by offering 

VCT investors a series of attractive tax benefits. As a 

result of these tax benefits, the total invested in VCTs 

between 1995 and 2010 was more than £3.9 billion. 

TAX BENEFITS 

Qualifying Shareholders will receive up to 30 per cent. 

upfront income tax relief on their investment in the 

Company provided they hold their shares for five years. 

Therefore, an investment of £10,000 will have a net 

cost of £7,000 after receipt of the income tax relief 

providing an effective return of 35 per cent. after initial 

costs before the Company even makes its first 

investment. Dividends paid by the VCT and capital gains 

on the Shares are also both exempt from tax. 

INVESTMENT OBJECTIVE AND POLICY 

SUMMARY 

The Company’s principal investment objectives are to: 

n 

n 

n 

n 

achieve long-term capital appreciation; 

deliver a significant tax-free stream of income to 

its shareholders; 

actively manage the risk of each investment and 

the portfolio as a whole; and 

obtain and maintain VCT status in order to secure 

the substantial tax benefits available for 

investments in a VCT. 

In order to achieve the investment objectives, the 

Company will progressively invest the fund in a 

diversified portfolio of Qualifying Companies. The typical 

investment criteria for investee companies will be a 

combination of the following: 

n 

a strong, balanced and well motivated 

management team with a proven track record of 

achievement; 

n 

n 

n 

n 

n 

n 

n 

proven revenue generation and profitability; 

a growing or dynamic underlying market; 

significant growth potential and scalability; 

sustainable competitive advantage; 

an attractive entry price; 

the potential to pay an attractive running yield and 

to structure the investment with a proportion of 

secured loan notes or preference shares to reduce 

risk; and 

a clearly identified route for a profitable realisation 

within a three to five year period. 

THE MANAGER 

The Company has appointed Committed Capital 

Financial Services Limited, which is FSA authorised and 

regulated, as its investment manager on a discretionary 

basis. The Manager is a wholly owned subsidiary of 

Committed Capital, which will provide support and 

personnel to the Manager. Historically, the Committed 

Capital Investment Team has experienced a strong 

dealflow and is confident of sourcing and executing the 

necessary investments to maximise returns to the 

Company’s shareholders. The Committed Capital 

Investment Team has a proven track record in venture 

capital investing, having achieved annual returns in excess 

of 23 per cent. on average from 30 investments over a 

17 year period. 

The Manager will employ a rigorous approach to 

investment selection and management, utilising the 

support and personnel of Committed Capital. Although 

support will be provided by Committed Capital to the 

Manager, the Manager will make decisions throughout 

the investment process. 

THE BOARD 

The Board has substantial experience of venture capital 

businesses and has overall responsibility for the 

Company and its affairs, including its investment policy. 

The Board consists of three directors, Peter Dicks 

(Chairman), Tom Sooke and Steven Harris; Peter and 

Tom being independent of the Manager. 

SHAREHOLDER RETURNS 

In order to maximise the tax-free return to investors, 

the Manager intends to focus on investing in companies 

which have the potential of providing an attractive 

interest or dividend yield and where an exit in three to 

five years through a trade sale or flotation is reasonably 

foreseeable. It is intended that at least 85 per cent. of 

any net income and all profits made on the disposal of 

investments will be distributed to Shareholders via 

dividends, to the extent that this is prudent. Dividends 

are expected to follow a progressively stepped path as 

the Company becomes more fully invested and exits are 

3

achieved. It is the Board’s intention to maximise 

dividend payments and it will be targeting an aggregate 

of 30p of dividends being paid per Share by the end of 

year five (giving an average of 6p per Share per year). 

The Board intends to provide all Shareholders who wish 

to sell their Shares with an opportunity to do so, by 

operating a buy-back policy, whilst keeping the discount 

to NAV in the secondary market as narrow as 

reasonably possible. After the fifth anniversary of the 

first allotment of the Offer Shares, it is the intention of 

the Directors to provide Shareholders, if in the best 

interests of the Shareholders and the Company and 

subject to the performance of the Company and market 

conditions, with an enhanced buy-back facility whereby 

Shareholders can have their existing Shares bought back 

by the Company with the proceeds used to subscribe 

for new Shares through a new offer. An enhanced buyback 

facility will also be subject to requisite Shareholder 

authorisations, HMRC approval (if required) and any 

statutory and regulatory provisions then in force. 

MANAGEMENT FEES 

The Manager will receive an annual management fee of 

an amount equal to 2.5 per cent. of the net assets of 

the Company (exclusive of VAT and calculated and 

payable quarterly in advance). 

In order to align the interests of the Manager as closely 

as possible with those of the investors, the Manager will 

also be entitled to receive a performance related 

incentive fee. The performance related incentive fee will 

be paid to the Manager in each financial period, subject 

to the following being met: 

n 

n 

the Company having paid cumulative dividends to 

Shareholders of at least 40p per Share since 

Admission (excluding paid from capital or from 

the reserves created from the cancellation of 

capital or share premium); and 

the Total Return per Share (this being the 

aggregate of NAV per Share for the relevant 

financial period and total distributions declared per 

Share since Admission (adjusted for any provisions 

or accruals for performance incentive fees for the 

relevant period and any previous period)) being 

greater than the higher of 130p (subject to 

increases in the Retail Prices Index after the 

seventh financial period) and the Total Return per 

Share at the end of any previous financial period. 

If the above is met, the Manager will be entitled to 

receive an amount equivalent to 20 per cent. of the 

amount by which the Total Return per Share exceeds 

100p (this being the initial issue price of the Offer 

Shares) multiplied by the number of Shares then in 

issue. 

TERMS OF THE OFFER 

The Company is seeking to raise up to £25 million 

(before expenses) through the Offer. The Offer opens 

on 21 January 2011 and will close on 31 May 2011 

(unless fully subscribed or extended by the Board). The 

Offer Price per Offer Share in the Company is £1.00. 

However, in respect of successful applications received 

before 28 February 2011 or to reach the minimum 

subscription of £3 million (whichever is the sooner), 

investors will receive an additional allocation of Offer 

Shares equal to 2.0 per cent. of the amount subscribed. 

Application will be made to the UK Listing Authority for 

the Shares issued pursuant to the Offer to be admitted 

to the Official List and to the London Stock Exchange 

for admission to trading on its market for listed 

securities. 

CATEGORY OF POTENTIAL INVESTORS 

A typical investor for whom the Offer is designed is a 

UK income tax-payer over 18 years of age with an 

investment range of between £5,000 and £200,000 per 

annum. 

HOW TO INVEST 

If you wish to invest in the Company, please complete 

the Application Form, which is set out at the end of this 

document. 

KEY RISK FACTORS 

An investment in the Company is subject to a number 

of risks (the material risks being set out below) which 

could materially and adversely affect its value. The value 

of the Shares could decline due to any of these risk 

factors, and investors could lose part or all of their 

investment. 

n 

n 

n 

The Offer is conditional on receiving applications 

for, in aggregate, a minimum of £3 million (which 

would result in the Minimum Net Proceeds being 

raised). If less than £3 million is applied for by the 

closing date (as may be extended) the Offer will 

lapse. 

The value of Shares and the income from them 

can fluctuate and investors may not get back the 

amount they invested. There is no certainty that 

the market price of the Shares will fully reflect the 

underlying net asset value nor that dividends will 

be paid. Investment in the Company should be 

seen as a long term investment. 

The past performance of the Manager, Committed 

Capital and the Committed Capital Investment 

Team is not necessarily an indication of the future 

performance of the Company. 

4

n 

n 

Although the Shares will be admitted to the 

Official List of the UK Listing Authority and traded 

on the London Stock Exchange’s market for listed 

securities, it is possible that there will not be a 

liquid market and investors may find it difficult to 

realise their investments. 

The Company is seeking to raise up to 

£25 million under the Offer. Should only the 

Minimum Net Proceeds be raised, or to the 

extent that a relatively small level of funds is raised 

its portfolio may be less diversified than had the 

Company raised the full amount under the Offer. 

n 

n 

If a Qualifying Investor disposes of his Offer Shares 

within five years of subscription, he is likely to be 

subject to clawback by HM Revenue & Customs 

of any income tax relief originally obtained on 

subscription. 

Realisation of investments in unquoted companies 

can be difficult and may take considerable time. 

There may also be constraints imposed on the 

realisations of investments in order to maintain the 

VCT status of a Company which may restrict that 

Company’s ability to obtain maximum value from 

its investments. 

n 

Should only the minimum subscription of 

£3 million be raised, the Company may not be 

able to achieve the returns intended from the 

investment portfolio and its portfolio may be less 

diversified than had the Company raised the full 

amount under the Offer. 

n 

Investment in unquoted companies by their nature 

involve a higher degree of risk than investment in 

companies traded on the main market of the 

London Stock Exchange and there may be 

difficulties in valuing and disposing of investments 

in such companies. 

n 

There is no guarantee that the Company’s status 

as a VCT will be maintained. A failure to meet the 

qualifying requirements could result in the loss of 

tax reliefs previously obtained. 

n 

The information, including tax rules, contained in 

this document is based on existing legislation but 

these may change during the life of the Company 

and such changes could be retrospective. 

5

RISK FACTORS 

Investors should consider carefully the following risk 

factors in addition to the other information presented 

in this document and the Prospectus as a whole. If any 

of the risks described below were to occur, it could 

have a material affect on the Company’s business, 

financial condition or result of operations. The risks 

and uncertainties described below are not the only 

ones the Company, the Board or investors in the 

Shares will face. Additional risks not currently known 

to the Company or the Board, or that the Company 

or the Board currently believe are not material, may 

also adversely affect the Company’s business, financial 

condition and result of operations. The value of the 

Shares could decline due to any of these risk factors 

described below, and investors could lose part or all 

of their investment. Investors who are in doubt should 

consult their independent financial adviser. The 

attention of prospective investors is drawn to the 

following risks. 

n 

n 

n 

n 

n 

The Offer is conditional on receiving applications 

for, in aggregate, a minimum of £3 million (which 


raised). If less than £3 million is applied for by the 

closing date (as may be extended) the Offer will 

lapse. 

The value of Shares and the income from them 

can fluctuate and investors may not get back the 

amount they invested. In addition, there is no 

certainty that the market price of the Shares will 

fully reflect the underlying net asset value at which 

Shareholders will be able to realise their 

shareholding or that dividends will be paid. 

Investment in the Company should be seen as a 

long term investment. 

The past performance of the Manager and/or 

Committed Capital (or funds managed by them, 

as applicable) and the Committed Capital 

Investment Team is not necessarily an indication of 

the future performance of the Company. 

Although it is anticipated that the Offer Shares in 

the Company will be admitted to the Official List 

of the UK Listing Authority and traded on the 

London Stock Exchange’s market for listed 

securities, it is possible that there will not be a 

liquid market as there is a limited secondary 

market for VCT shares due to the holding period 

required to maintain up-front income tax reliefs 

and investors may find it difficult to realise their 

investments. The market price of the Shares may 

not fully reflect, and will tend to be at a discount 

to, their underlying net asset value. Such a 

discount may also be exacerbated by the 

availability of income tax relief on the issue of new 

VCT shares. 

While it is the intention of the Board that the 

Company will be managed so as to qualify as a 

n 

n 

n 

n 

n 

n 

Venture Capital Trust, there can be no guarantee 

that once achieved the Company’s status will be 

maintained. A failure to meet the qualifying 

requirements could result in the loss of tax reliefs 

previously obtained, resulting in adverse tax 

consequences for investors, including a 

requirement to repay the income tax relief 

obtained and could also cause the Company to 

lose its exemption from corporation tax. 

The information, including tax rules, contained in 

this document is based on existing legislation. The 

tax rules or their interpretation in relation to an 

investment in the Company and/or the rates of 

tax, or other statutory provisions to which the 

Company is subject, may change during the life of 

the Company and such changes could be 

retrospective. 

If an investor who subscribes for Offer Shares 

under the Offer disposes of those shares within 

five years, the investor is likely to be subject to 

clawback by HM Revenue & Customs of any 

income tax relief originally obtained on 

subscription. 

Although the Company may receive conventional 

venture capital rights in connection with its 

investments (including, but not limited to, investor 

consents, shareholder class consents, board 

representation, security over assets and 

management covenants), as a minority investor the 

Company may not be in a position fully to protect 

its interests. 

Realisation of investments in unquoted companies 

can be difficult and may take considerable time. 

There may also be constraints imposed on the 

realisations of investments in order to maintain the 

VCT status of the Company which may restrict 

the Company’s ability to obtain maximum value 

from its investments. 

To be qualifying holdings, VCT funds raised after 

5 April 2006 must invest in smaller companies 

with gross assets of not more than £7 million 

prior to the investment and £8 million post 

investment. In addition, to be qualifying holdings, 

VCT funds raised after 5 April 2007 must invest in 

companies which have no more than 50 full time 

(equivalent) employees and do not obtain more 

than £2 million of investment from VCTs, 

companies under the corporate venturing scheme 

and individuals claiming relief under the Enterprise 

Investment Scheme in any rolling 12 month 

period. Such companies generally have a higher 

risk profile than larger companies. 

Investment in smaller unquoted companies by 

their nature involve a higher degree of risk than 

investment in companies traded on the main 

market of the London Stock Exchange. In 

6

n 

n 

n 

n 

particular, markets for smaller companies may not 

be regulated and are often less liquid and there 

may be difficulties in valuing and disposing of 

investments in such companies. Disposing of such 

companies and smaller companies generally 

through trade sales may be difficult and may not 

produce hoped for returns and investors could get 

back less than they invested. Further the valuation 

of investments and opportunities for realisation 

depend on stock market conditions. 

Smaller companies generally may have limited 

product lines, markets or financial resources and 

may be more dependent on their management or 

key individuals than larger companies. 

Any change of governmental, economic, fiscal, 

monetary or political policy could materially affect, 

directly or indirectly, the operation of the 

Company and/or its ability to achieve or maintain 

final VCT status. 

The growth of potential new markets may not be 

as rapid as forecast by an investee company, 

resulting in its failure to exploit an opportunity. 

Early stage businesses may not have proved their 

business model and may have little revenue at the 

time of investment and investing in them may 

therefore involve greater risk than investing in 

companies at a more advanced stage of 

development. 

Investee companies may compete in global 

markets and it may not be possible to protect 

intellectual property or assess overseas 

competition. 

n 

n 

n 

The Company is seeking to raise up to 

£25 million under the Offer. Should only the 

Minimum Net Proceeds be raised, or to the 

extent that a relatively small level of funds is raised 

its portfolio may be less diversified than had the 

Company raised the full amount under the Offer. 

Should only the minimum subscription of 

£3 million be raised, potential investors should be 

aware that the fixed costs of running the 

Company may be proportionately higher (although 

still subject to the 3.6 per cent. annual expenses 

cap) and, therefore, a lower proportion of an 

applicant’s monies may be available to be invested 

in accordance with the stated investment strategy 

as set out in this document. Further should only 

this minimum subscription of £3 million be raised, 

the Company may not be able to achieve the 

returns intended from the investment portfolio 

and its portfolio may be less diversified than had 

the Company raised the full amount under the 

Offer. Should less than £3 million be applied for 

by the closing date (as may be extended) the 

Offer will lapse. 

Changes in legislation concerning VCTs in general 

and qualifying holdings and qualifying trades in 

particular, may limit the number of new qualifying 

investment opportunities and/or reduce the level 

of returns which would otherwise have been 

achievable and/or its ability to achieve or maintain 

VCT status. 

n 

The Company may invest in sectors which are 

subject to rapid change and which could therefore 

make it difficult to form an accurate view of a 

company’s prospects. 

n 

Although the Committed Capital Investment 

Team has historically seen a strong dealflow of 

opportunities, there can be no guarantee that 

suitable investment opportunities will be identified 

in order to meet the Company’s objectives. 

7

EXPECTED TIMETABLE, OFFER 

STATISTICS AND COSTS 

Indicative Offer timetable 

Offer opens 21 January 2011 

Closing date (2010/2011 tax year) 12.00 noon 5 April 2011 

Offer closes 12.00 noon 31 May 2011 

Allotment 

weekly 

Effective date for the listing of Offer Shares 

within three Business Days of allotment 

Share and tax certificates sent out 

within seven Business Days of allotment 

The closing date for the Offer is subject to the Offer not being fully subscribed by an earlier date. The closing date of the Offer 

may be extended by the Board in its absolute discretion. The Board may also, in its absolute discretion, decide to increase the 

Offer (subject to the issue of a supplementary prospectus). Details of allotments will be announced through a Regulatory 

Information Service provider by no later than the end of the Business Day following the allotment. The Board reserves the right 

to allot and issue Offer Shares at any time whilst the Offer remains open. Definitive share and tax certificates will be 

despatched as soon as practicable following allotment of Offer Shares. 

OFFER STATISTICS* 

Offer Price per Offer Share 

100p 

Initial Net Asset Value per Offer Share** 94.3p 

Maximum amount to be raised by the Company £25,000,000 

Maximum number of Offer Shares to be issued pursuant to the Offer** 25,060,000 

Minimum amount to be raised by the Company £3,000,000 

Minimum investor’s investment £5,000 

*assuming the Offer is not increased by the Board 

**assuming full subscription at the Offer Price (including the Early Investment Incentive) for the Offer Shares but ignoring 

reinvested commissions 

EARLY INVESTMENT INCENTIVE 

In respect of successful applications received before 28 February 2011 

or to reach the minimum subscription of £3 million (whichever is sooner) 

under the Offer, investors will receive the following additional Offer Shares 

2% of their application 

COSTS AND COMMISSIONS RELATING TO THE OFFER 

Offer costs as a percentage of the gross proceeds 5.5% 

Initial commission to intermediaries* 

3.0% upfront (and no annual trail) or 

2.5% (and annual trail) 

Annual trail commission to intermediaries (subject to 2.5% initial commission 

and a maximum cumulative payment of annual trail commission of 1.25%)** 0.25% 

* payable by the Manager and included within the Offer costs of 5.5% and for the avoidance of doubt no commission will be 

paid in respect of additional Offer Shares issued in connection with the Early Investment Incentive 

**annual trail commission is not included in the 5.5% Offer costs 

8

LETTER FROM THE CHAIRMAN 

Directors: 

Peter Dicks (Chairman) 

Tom Sooke 

Steven Harris 

Registered Office: 


London W1S 1ED 

Company Number 07471164 

21 January 2011 

Dear Investor 

We are delighted to invite you to subscribe for Offer Shares in the Company pursuant to the Offer to raise up to 

£25 million (before expenses). 

ADVANTAGEOUS TIME TO INVEST IN UK SMALLER COMPANIES 

The proceeds of the Offer will be mostly invested in a portfolio of privately-owned profitable smaller UK companies 

with proven revenue generation and significant prospects for rapid growth. This is an exciting sector of the economy 

which is normally difficult for private investors to access and has the potential to deliver higher returns than investing in 

a portfolio of public companies. 

The Board believes that now is an advantageous time in the UK economic cycle to be investing in smaller companies. 

Securing funding for small and medium-sized businesses, particularly from banks, remains problematic. We intend to take 

advantage of this funding gap by investing in a combination of interest-bearing securities alongside shares. This should 

provide the Company with a balanced combination of interest income and capital growth which in turn can be 

expected to contribute to an attractive dividend distribution to Shareholders over the life of the Company. 

A COMMITTED MANAGEMENT APPROACH 

Committed Capital Financial Services Limited (the Manager) has been appointed as the investment manager of the 

Company. The Manager is a wholly owned subsidiary of Committed Capital Limited, which will support and provide 

personnel to the Manager. 

The Committed Capital Investment Team has a proven track record in venture capital investing, having returned in 

excess of 23 per cent. per annum on average from 30 investments over a 17 year period. 

The Manager believes that, rather than solely investing financial capital, a critical ingredient for creating or unlocking value 

in many smaller companies is active management and the provision of wider corporate development support. This can 

be particularly important in reacting to unforeseen developments and helping to resolve any problems encountered. The 

Committed Capital Investment Team has a depth of relevant experience which can be used to assist portfolio companies in 

strategy, transactions and operational management having held senior roles at blue chip companies, strategic consultants and 

corporate finance houses. 

SUBSTANTIAL TAX BENEFITS IN A TIGHTENING TAX ENVIRONMENT 

In an economic environment of higher income tax rates and reduction of tax reliefs, particularly on pension 

contributions, the tax relief available on a VCT investment is especially attractive. 

There is upfront income tax relief of up to 30 per cent. on an investment by Qualifying Shareholders up to £200,000 in 

any one tax year (provided that the VCT shares are held for at least five years and reducing the income tax liability to 

nil). Furthermore dividends from a VCT are free of income tax and the sale of VCT shares is not subject to UK capital 

gains tax. With the restrictions on pension contributions announced by the Government, a VCT investment can be 

considered a reasonable alternative to a pension top up for certain investors. 

HOW TO APPLY 

If you wish to invest in the Company, please complete the Application Form, which is set out at the end of this 

document. If you have any questions concerning the Offer please contact: 

Neil MacFadyen 

Tel: +44 (0) 207 592 135 

Email: vct@committedcapital.co.uk 

Please note that no investment or tax advice can be given. 

Yours faithfully 

Peter Dicks 

Chairman 

9

PART ONE: THE OFFER 

The Company is seeking to raise up to £25 million 

(before expenses) through the Offer, unless increased 

by the Board. The Board believes that now is an 

advantageous time in the economic cycle to be 

investing in and making Venture Capital Investments in 

smaller companies. Qualifying Investors to the Offer 

will also benefit from both income and capital gains 

tax relief. 

BACKGROUND TO VCTS 

VCTs were introduced by the UK Government in 1995 

to encourage individuals to invest in UK smaller 

companies. The Government achieved this by offering 

VCT investors a series of attractive tax benefits. As a 

result of these tax benefits, the total invested in VCTs 

between 1995 and 2010 was more than £3.9 billion. 

To be able to offer these tax incentives to its qualifying 

shareholders a company must be approved as a VCT by 

HM Revenue & Customs. 

TERMS OF THE OFFER 

The Offer opens on 21 January 2011 and will close on 

31 May 2011, unless fully subscribed earlier or extended 

at the discretion of the Board (any extension will be 

announced via a regulatory information service 

provider). 

The Offer Price per Offer Share in the Company is 

£1.00. A subscriber to the Offer who invests £10,000 

will, therefore, receive 10,000 Offer Shares. However, in 

respect of successful applications received before 

28 February 2011 or to reach the minimum subscription 

of £3 million (whichever is the sooner), investors will 

receive an additional allocation of Offer Shares 

equivalent to 2.0 per cent. of the amount subscribed. 

For example, a subscriber to the Offer who invests 

£10,000 will receive an additional 200 Offer Shares 

(10,200 Offer Shares in total). 

The starting NAV of an Offer Share is expected to be 

94.3p. This is based on the maximum 25,060,000 Offer 

Shares (including the Early Investment Incentive) being 

subscribed and accounting for issue costs of 

5.5 per cent. (i.e. (£25,000,000 – 5.5 per cent.) 7 

25,060,000 = 94.3p). 

The Offer is conditional on valid applications being 

received amounting to, in aggregate, £3 million (which 


raised). This minimum subscription will be accepted and 

Shares issued as soon as possible so investors can then 

be sure that the Offer will proceed. If for any reason 

this minimum subscription is not achieved, the Offer will 

lapse and subscription monies will be returned to 

investors. This condition of the Offer will not be waived. 

The Offer is not underwritten. The Board may, in its 

absolute discretion, decide to increase the Offer (subject 

to the issue of a supplementary prospectus). 

Applications will be accepted (in whole or part) at the 

discretion of the Board, but the Board intends to meet 

applications, and offer the Early Investment Incentive, on 

a ‘first come, first served’ basis. 

The full terms and conditions of the Offer can be found 

at the end of this document. 

USE OF PROCEEDS 

It is intended that the proceeds of the Offer will be 

used by the Company in accordance with its investment 

policy set out on pages 16 and 17. 

TAX BENEFITS FOR INVESTORS 

Subject to an investment being held for five years a 

Qualifying Investor will be entitled to claim income tax 

relief on amounts subscribed up to a maximum of 

£200,000 in any tax year (subject to an investors’ tax 

liability being reduced to nil). The Offer will open on 

21 January 2011 and close on 31 May 2011 (unless fully 

subscribed by an earlier date or extended) allowing 

Qualifying Investors to apply for income tax relief in 

either the 2010/2011, 2011/2012 or both tax years. The 

following shows the effect of the tax reliefs for a 

Qualifying Investor who invests £10,000: 

Initial investment £10,000 

Less income tax relief £3,000 

Effective cost to a Qualifying Investor £7,000 

On this basis an investment of £10,000 effectively costs 

£7,000. 

Dividends paid on VCT shares are not liable to income 

tax (subject to the annual investment limits). 

The following illustration shows the effective yield to a 

UK higher-rate tax payer on a dividend of 6p per share 

in a VCT: 

Dividend 

Yield on 70p net cost 8.6% 

Comparable yield for UK 40% tax payer 12.7% 

Comparable yield for UK 50% tax payer 14.9% 

i.e. a tax-free dividend of 6p per share is comparable to 

a 12.7 per cent. yield on an investment which does not 

enjoy any upfront tax relief and subject to 32.5 per cent. 

income tax on dividends, the rate currently paid by a 

UK 40 per cent. higher rate tax payer (including the 

notional 10 per cent. tax credit). This increases to a 

14.9 per cent. yield on an investment with no upfront 

tax relief and subject to 42.5 per cent. income tax on 

dividends for a UK 50 per cent. higher rate tax payer. 

Disposal of VCT shares will give rise to neither a 

chargeable gain nor an allowable loss for the purposes 

6p 

10

of UK capital gains tax. Further details of how to claim 

the income tax relief are set out on page 22. 

OFFER COSTS AND COMMISSIONS 

Offer Costs 

The Offer costs will be 5.5 per cent. of funds subscribed 

under the Offer (excluding annual trail commission). 

Costs above this will be met by the Manager. 

The net proceeds of this Offer assuming full subscription 

will, therefore, amount to approximately £23,625,000 

for the Company (excluding annual trail commission). 

Authorised financial intermediaries who elect to take an 

initial commission of 2.5 per cent. will, in addition, 

provided that they continue to act for their client and 

the client continues to hold his or her Offer Shares, 

usually be entitled to an annual trail commission of 

0.25 per cent. of the net asset base value for each such 

Share for up to five years up to a maximum of 

1.25 per cent. of the original sum invested. 

The annual trail commission will be paid shortly after the 

later of the annual general meeting of the Company 

and, where applicable, the date of payment of the final 

dividend in each year. 

Intermediary Commission 

Authorised financial intermediaries will usually be 

entitled to receive commission of either 3.0 per cent. 

or 2.5 per cent. (depending on whether they wish to 

receive annual trail commission) of the value of the 

relevant investment on successful applications under 

the Offer. 

11

PART TWO: THE BOARD AND 

THE MANAGER 

THE BOARD 

The Board has substantial experience of venture capital 

businesses and will have overall responsibility for the 

Company’s affairs, including determining the investment 

policy. 

The Board is comprised of three non-executive 

directors, two of whom are independent of the 

Manager and Committed Capital. Steven Harris is a 

director of the Manager and CEO of Committed Capital 

and, as such, will be materially involved in the 

investment management of the Company carried on 

through the Manager. 

Peter Dicks (68) (Chairman) 

Peter was a founder director, in 1973, of Abingworth 

plc, a successful venture capital company. He is currently 

a director of a number of quoted and unquoted 

companies including Polar Capital Technology Trust plc, 

Graphite Enterprise Trust plc, Daniel Stewart Securities 

plc, Gartmore Fledging Trust plc, Private Equity Investor 

plc, Sportingbet plc and Standard Microsystems 

Corporation Inc, a US-NASDAQ quoted company. In 

addition, he is a director of Foresight VCT plc, Foresight 

2 VCT plc, Foresight 3 VCT plc, Foresight 4 VCT plc 

and Foresight Clearwater VCT plc. 

Tom Sooke (66) 

Tom has considerable experience of the venture capital 

industry and is currently on the board of Matrix Income 

& Growth VCT plc. After a Cambridge economics 

degree, he qualified as a chartered accountant with Price 

Waterhouse. He subsequently obtained a MBA from 

Columbia University before building a career in 

investment banking in the City. Appointed to the main 

board of Granville Holdings plc in 1979, he switched 

from corporate finance to establish and run the firm’s 

main private equity fund activities between 1980 and 

1987. Whilst with Granville, Tom was one of the cofounding 

members of the British Venture Capital 

Association. In 1988 he joined Touche Ross as a partner 

immediately prior to the firm’s merger with Deloitte, 

where he co-managed the Deloitte corporate advisory 

group in London. In recent years he has been chairman 

and non-executive director of a number of quoted and 

unquoted private equity funds and other companies. 

Steven Harris (49) 

Details for Steven are set out on page 14. 

Peter Dicks, as Chairman, will receive an annual fee of 

£25,000 and Tom Sooke, as a Director and chairman of 

the audit committee, will receive an annual fee of 

£23,000. Both Peter and Tom have agreed to waive 

£5,000 of their annual fees should the Company raise 

less than £15 million pursuant to the Offer, until the net 

assets of the Company are equal to or greater than 

£15 million. Steven Harris will not receive any 

remuneration for his appointment as a director of the 

Company. 

THE MANAGER 

The Company has appointed Committed Capital 

Financial Services Limited, which is FSA authorised and 

regulated, as its investment manager on a discretionary 

basis. The Manager is a wholly owned subsidiary of 

Committed Capital, which will provide support and 

personnel to the Manager. 

Committed Capital 

Committed Capital is a London-based venture capital 

business typically targeting expansion capital investment 

opportunities in fast growing UK companies in its core 

sectors of technology, media and telecoms (TMT), retail 

and leisure, specialist manufacturing and business 

services. 

In addition to investing financial capital, Committed 

Capital focuses on assembling and deploying the 

comparatively scarce resource of executive capability. 

Committed Capital has developed this approach, which 

it calls ‘‘Executive Capital’’, and has an investment team, 

Executive Capital team and Advisory Board, with a 

depth of experience in investment management, 

corporate finance, strategy consulting and operational 

management. 

The Committed Capital Investment Team comprises 

Neil MacFadyen, Steven Harris, and Andrew Bloxam, all 

directors of the Manager, and Rubel Quader. The 

Committed Capital Investment Team has a proven 

venture capital track record, having achieved annual 

returns in excess of 23 per cent. per annum across 

30 investments over a 17 year period. 

The Executive Capital capability of Committed Capital 

will enable the Manager to follow an activist investment 

approach. The Manager will be able utilise Committed 

Capital’s experience to help unlock or create value in 

investments and react to unforeseen developments and 

help resolve any problems encountered by portfolio 

companies where appropriate. As the investments 

mature, the Manager will, through Committed Capital, 

also identify opportunities for profitable realisations in 

order to realise capital gains for the Company. In an 

advisory capacity, Committed Capital has assisted on 

25 successfully completed corporate transactions or 

strategic projects over the last five years. 

Committed Capital’s Advisory Board will assist, where 

required, in both sourcing transactions and providing 

strategic insight on sectors and specific investment 

opportunities. 

12

Track Record 

The Committed Capital Investment Team has a proven venture capital track record, having achieved gross annual 

returns in excess of 23 per cent. per annum across 30 investments over a 17 year period. 

Over half of the investments made by the Committed Capital Investment Team have been early stage or development 

capital, achieving annual returns of 27.0 per cent. and 21.8 per cent. respectively as shown in the table below. 

Track record by Investment Stage*** 

Investment Stage 

No. of 

deals 

Total* 

Investment 

£m 


Return 

£m 

IRR 

p.a. 

Return 

as 

multiple 

Net 

Gain 

£m 

Average 

Investment 

Size £m 

Private Equity (£4m+) 7 57.5 124.8 24.9% 2.2x 67.3 8.2 

MBO 6 9.3 15.0 19.2% 1.6x 5.7 1.6 

Development Capital 9 12.1 22.6 21.8% 1.9x 10.5 1.3 

Early Stage 8 9.6 23.2 27.0% 2.4x 13.6 1.2 

30 88.5 185.6 23.9%** 2.1x 97.1 3.0 

*rounded up to nearest £’000 

**the overall IRR is calculated on the aggregate portfolio comprising all 30 investments; therefore it is not a simple 

average of the IRRs for the four investment sectors 

***the information is calculated to, in respect of Committed Capital, the date on which Committed Capital completed 

its MBO in late 2009 and, in respect of Neil MacFadyen, the date on which he left Aberdeen Asset Management PLC in 

mid 2009. 

Track record by Sector*** 

Sector 

No. of 

deals 


Investment 

£m 


Return 

£m 

IRR 

p.a. 

Return 

as 

multiple 

Net 

Gain 

£m 

Average 

Investment 

Size £m 

TMT 7 14.1 22.0 20.0% 1.6x 7.9 2.0 

Retail & Leisure 6 35.2 86.7 20.1% 2.5x 51.5 5.9 

Manufacturing 7 19.8 39.8 37.5% 2.0x 20.0 2.8 

Business Services 10 19.4 37.1 23.1% 1.9x 17.7 1.9 

30 88.5 185.6 23.9%** 2.1x 97.1 3.0 

*rounded up to nearest £’000 

**the overall IRR is calculated on the aggregate portfolio comprising all 30 investments; therefore it is not a simple 

average of the IRRs for the four investment sectors 

***the information is calculated to, in respect of Committed Capital, the date on which Committed Capital completed 

its MBO in late 2009 and, in respect of Neil MacFadyen, the date on which he left Aberdeen Asset Management PLC in 

mid 2009. 

DEAL FLOW 

Historically, Committed Capital has experienced a steady dealflow and is confident of sourcing and executing, through 

the Manager, the necessary investments to maximise returns to the Company’s Shareholders. The Committed Capital 

Investment Team is highly experienced and has developed an extensive personal network of proven deal introducers. In 

addition, Committed Capital Investment Team will also benefit from the network of advisers and the connections of the 

Advisory Board (as set out on pages 14 and 15). Furthermore, given the expected market opportunities and limitations 

on the ability of an individual VCT to invest more than £1 million in any one company, it is envisaged there will be 

co-investment opportunities with other VCTs, potentially offering exposure to larger deals with lower risk profiles. 

13

THE COMMITTED CAPITAL INVESTMENT 

TEAM 

The Committed Capital Investment Team will be led by 

Neil MacFadyen, an experienced VCT fund manager. 

The other team members will include Steven Harris, 

Rubel Quadar and Andrew Bloxam. 

Neil MacFadyen (45) 

Neil has some 20 years’ experience as an investor in the 

venture capital sector, specialising in funding 

management buyouts and development capital for fast 

growing small companies. 

After qualifying as a chartered accountant, Neil joined 

private equity house, Murray Johnstone in 1990, and 

subsequently Aberdeen Asset Management PLC 

following its acquisition of Murray Johnstone in 2000. 

From 2005 to 2009, he was the investment director 

responsible for Aberdeen’s Growth Capital team in the 

South of England. He focused predominantly on 

investments, typically in the £1m to £5m range, in small 

and medium sized companies across a broad range of 

sectors in the key regional centres in the South. 

In addition to sourcing and negotiating investments on 

behalf of Venture Capital Trusts and other clients, Neil 

has been closely involved in the nurturing and 

monitoring of portfolio investments and has served on 

the boards of over 20 portfolio companies during his 

career in venture capital. 

Neil holds a degree in accountancy from Glasgow 

University and subsequently qualified as a Chartered 

Accountant in 1987. His early career was spent with 

Ernst & Young in Glasgow and KPMG in Brussels and 

Antwerp. 

Neil is a director of both the Manager and Committed 

Capital. 

Steven Harris (49) 

Steven is CEO of Committed Capital and has spent 

twenty-three years in corporate development acting on 

takeovers, strategic alliances and fund raisings both as 

principal and agent. Initially a Corporate Financier at 

HSBC, Steven later became a director in the Corporate 

Finance Department of Société Générale in London and 

more recently worked as global head of Mergers and 

Acquisitions at PA Consulting. 

In the early years of the internet, Steven was investment 

director at antfactory, a start up internet incubator, 

which grew to become one of the UK’s leading internet 

investment vehicles, with a $600m technology-focused 

private equity fund. He was also finance director of its 

investment banking division. 

Steven holds a MBA from London Business School and 

a degree in Modern History. Steven attended the Royal 

Military Academy Sandhurst and was an officer in the 

British Army. 

Steven is also a director of the Company and a director 

of the Manager. 

Rubel Quadar (39) 

Rubel joined Committed Capital in 2007. He brings a 

range of experience from strategy consulting, operational 

roles and, most recently, investing in, and advising, 

smaller UK growth companies with Committed Capital. 

Prior to joining Committed Capital, Rubel worked in 

strategy consulting for more than ten years, firstly with 

Oliver, Wyman & Company in London, Switzerland and 

Sydney and, more recently, Roland Berger in London. 

Rubel also gained operational experience at Punch 

Taverns, where he was the firm’s in-house strategist 

reporting to the CEO and CFO. 

Rubel has a degree in mathematics from University 

College London and an MPhil in international relations 

from Balliol College, Oxford. 

Andrew Bloxam (33) 

Andrew joined Committed Capital in 2007. He has over 

ten years’ financial services experience, predominantly 

focusing on smaller high growth businesses. 

Prior to joining Committed Capital, Andrew worked as 

a corporate financier in the UK mid-cap team of 

Robert Fleming & Co, the European Technology Team 

at JPMorgan, Strata Technology Partners, a Londonbased 

corporate finance boutique, which he helped 

establish in 2002 and, most recently, Committed Capital, 

where he has successfully completed a number of 

advisory mandates and venture capital investments. 

Andrew holds a degree in Economics from Cambridge 

University. 

Andrew is also a director of the Manager. 

ADVISORY BOARD OF COMMITTED CAPITAL 

The Advisory Board consists of an experienced group of 

individuals who will assist and support Committed 

Capital in sourcing transactions and providing strategic 

advice to the Manager on individual investments and its 

activities. The fees of the Advisory Board will be paid by 

Committed Capital (or recharged to the Manager) and 

not by the Company. Members of the Advisory Board 

may also sit on the Investment Committee from time to 

time. 

Mark Blandford 

Mark Blandford is a successful entrepreneur and venture 

capital investor and was one of the earliest offline 

bookmakers to see the potential for sports betting 

online. Mark initially owned a traditional ‘bricks and 

mortar’ bookmaking operation for over 15 years before 

recognising the potential of the internet in the mid 

1990s and selling the business to Tote Bookmakers in 

1997. In October 1998, Mark launched Sportingbet and 

in January 2001 the Company floated on the London 

14

Stock Exchange’s Alternative Investment Market in a 

landmark transaction for the online gaming industry. 

With Sportingbet, he was voted AIM Entrepreneur of 

the Year in 2002 and later earned the company the 

honour of AIM Transaction of the Year in 2005. Mark 

left day to day operations at Sportingbet in 2006 and 

now focuses on venture capital investments in the 

leisure sector. 

Tim Steel 

Until early 2010, Tim was vice chairman of Cazenove, 

which he joined in 1980 from Robert Fleming. He 

became a partner in 1982 and in 1983 moved to New 

York as president of Cazenove Inc. He returned to the 

UK in 1989 to be head of the Institutional Broking 

department in 1991. He was appointed managing 

director of Cazenove Fund Management Limited in 

February 2000 and subsequently became chairman on 

23 April 2001. He was appointed to the main board of 

Cazenove Group plc on 6 March 2001. Tim left 

Cazenove in early 2010 to pursue a portfolio career. 

Rupert Hambro 

Rupert Hambro was formerly chairman of JO Hambro, a 

Mergers and Acquisitions and Investment Management 

business which he co-founded in 1986, and has a 

particular interest in promising early stage businesses and 

frequently invests on a personal basis. Prior to 

JO Hambro, Rupert worked at Hambros Bank for over 

20 years; he became a director in 1969, then chairman 

in 1983. 

Rupert is an honorary fellow of the University of Bath 

and Honorary President of the Anglo-Danish Society. 

EXECUTIVE CAPITAL TEAM LEADERS 

David Hearn – Operations 

David is a hands-on operational manager having over 

25 years’ experience as CEO in both the food and 

media and marketing sectors. Senior food sector roles 

have included head of PepsiCo’s European food 

operations and CEO of Goodman Fielder, Australia’s 

largest food company. David’s media experience 

includes chairman and CEO of Bates Advertising and 

CEO of Cordiant Group, which was the 5th largest 

global media and marketing services group at the time 

of its acquisition by WPP. 

Hans Christian Iversen – Strategy 

Hans Christian has over 20 years experience in both line 

management in media, private equity and in 

management consulting on a pan-European basis, having 

worked predominantly as a partner at Roland Berger 

and Deloitte in Scandinavia, Germany, France, Poland 

and the Americas. He is able to converse and work 

fluently in more than six European languages. 

He is a former member of the advisory board of the 

Kent Enterprise Hub, (assisting new technology and 

bio-technology start ups) and since 2001 has been a 

mentor of the Prince’s Youth Trust. 

Hans Christian has an MSC in international relations 

from London School of Economics and international 

economics and politics from University of Aarhus, 

Denmark. 

INVESTMENT COMMITTEE 

The Investment Committee will comprise three or more 

members of the Committed Capital Investment Team 

or the Advisory Board, two of which will be 

independent of the investment. 

Any potential investment will be championed at the 

Investment Committee by one of the Manager’s 

directors. To be independent the Investment 

Committee member must not be championing or 

co-investing in the investment. 

15

PART THREE: INVESTMENT POLICY 

AND STRATEGY 

INVESTMENT OBJECTIVE 

The Company’s principal investment objectives are to: 

n 

n 

n 

n 

achieve long-term capital appreciation; 

deliver a significant tax-free stream of income to 

its shareholders; 

actively manage the risk of each investment and 

the portfolio as a whole; and 

obtain and maintain VCT status in order to secure 

the substantial tax benefits available for 

investments in a VCT. 

INVESTMENT POLICY 

The Company will progressively invest the fund in a 

diversified portfolio of unquoted companies with the 

objective of generating income and capital returns for 

Shareholders. 

The investment policy of the Company will not be 

materially amended without the approval of 

Shareholders and in accordance with the Listing Rules. 

Venture Capital Investments 

The Company will typically make venture capital 

investments in smaller, privately owned UK companies 

which have the potential for rapid growth. 

In order to comply with VCT rules, the Company must, 

within approximately three years, have (and 

subsequently maintain) at least 70 per cent. of the value 

of its investments represented by Venture Capital 

Investments (see Part Five). 

The typical investment criteria for investee companies 

will be a combination of the following: 

n 

n 

n 

n 

n 

n 

n 

n 

a strong, balanced and well motivated 

management team with a proven track record of 

achievement; 

revenue generation and profitability; 

a growing or dynamic underlying market; 

significant growth potential and scalability; 

sustainable competitive advantage; 

an attractive entry price; 

the potential to pay an attractive running yield and 

to structure the investment with a proportion of 

secured loan notes or preference shares to reduce 

risk; and 

a clearly identified route for a profitable realisation 

within a three to five year period. 

It is recognised, however, that a proportion of the 

portfolio may not exhibit all of the above criteria at the 

time of investment. If an investee company’s 

management team is particularly strong, with a proven 

track record in a similar area, or if the Manager believes 

its knowledge and experience could unlock substantial 

value in the investment and the downside risk is 

manageable, the Company may still invest. The 

Company may also, on occasion, make investments in 

early stage companies. 

Non-qualifying Investments 

Funds awaiting investment and, ultimately, the 

proportion of the Company’s assets which are not 

Venture Capital Investments will be invested in cash, 

liquidity funds and fixed interest securities of A rating or 

better with the intention of generating the maximum 

yield consistent with minimising the risk to investors’ 

capital. The Company may, from time to time, also 

make a small number of venture capital investments 

(using the above criteria) which do not meet, or provide 

follow-on investment to existing investee companies 

which no longer meet, VCT requirements for 

qualification. 

Asset Allocation 

The Company’s assets must, in order to qualify as a 

VCT, be invested as to 70 per cent. in Venture Capital 

Investments within approximately three years. The 

Company will initially invest in non-qualifying investments 

as specified above and, as subsequent Venture Capital 

Investments are made, the non-qualifying investments 

will be reduced. 

The Company expects to have approximately 

80 per cent. of its assets in Venture Capital Investments, 

the balance being in non-qualifying investments, after 

approximately three years. 

Diversification 

The overall risk of the portfolio will be managed by 

ensuring that the Company has exposure to a range of 

unquoted companies from a number of different sectors 

and industries to create a diversified portfolio. In 

addition, in order to generate income, investments may 

also be made by way of loan stock and/or redeemable 

preference shares as well as ordinary shares. 

For VCT requirements, and in order to limit the risk to 

the portfolio, no more than 15 per cent. by value of the 

Company’s investments (at the time of investment) will 

be invested in any single company. In addition, no more 

than 10 per cent., in aggregate, of the assets of the 

Company at the time the investment is made will be 

invested in other listed closed-ended investment funds, 

although it is not the Board’s intention to invest in such 

vehicles other than as cash awaiting investment. 

Borrowings 

Whilst the Board does not intend that the Company 

will borrow funds, the Company is entitled to do so up 

to 20 per cent. of the aggregate of (i) the amount paid 

up (or credited as paid up) on the allotted or issued 

share capital of the Company; and (ii) the amount 

16

standing to the credit of the reserves, whether or not 

distributable, after adding or deducting any balance 

standing to the credit or debit of the profit and loss 

account (as adjusted) under its Articles. 

INVESTMENT PROCESS 

The Manager will employ a rigorous approach to 

investment selection and management, utilising the 

support and personnel of Committed Capital. 

References to the Manager below, therefore, may 

include services and personnel the Manager will procure 

from Committed Capital. Although support will be 

provided by Committed Capital to the Manager, the 

Manager will make decisions throughout the investment 

process (subject to approval by the Investment 

Committee as set out above). 

Investment Selection 

All investment opportunities will be subject to a 

thorough due diligence investigation prior to making an 

investment. This will comprise a review of the investee 

company’s management, the market in which the 

investee company operates, its competitive position 

within the market, the market dynamics and the 

opportunities and risks facing the business. The due 

diligence process will usually involve detailed market 

research, including interviews with customers and 

suppliers, as well as desk based analysis and building and 

reviewing financial models. The Manager may also 

appoint specialist professional advisers, such as 

accountants and market research consultants, to assist 

with its due diligence process. 

If there is a satisfactory outcome to this process, a 

formal proposal will be submitted to the Investment 

Committee for consideration and approval. The 

Investment Committee will comprise at least three or 

more members, from either the Committed Capital 

Investment Team or the Advisory Board, two of whom 

will be independent of the investment (i.e. must not be 

championing or co-investing in the investment). 

Post-Investment Management 

The Manager will pursue an active approach to 

the management of the Company’s portfolio 

post-investment. This will enable it both to add value to 

the Company’s investments and to identify problems at 

an early stage so that appropriate action can be taken 

swiftly. 

In all investments the Manager will seek to ensure it has 

the rights: 

n 

to appoint an investor director to the board of 

investee companies and to attend at regular board 

meetings; 

n 

n 

n 

to approve key strategic decisions, including the 

adoption of budgets, major investments and 

recruitment of senior personnel; 

to, in certain circumstances, replace 

under-performing managers; and 

to, in certain circumstances, appoint an 

appropriate chairman or other directors who can 

bring additional skills and experience to the board 

of the investee companies. 

The Board believes that active executive involvement, in 

addition to financial investment, can create or unlock 

significant growth potential in investee companies and, 

more importantly, help prevent or turn around 

unforeseen operational difficulties. Committed Capital 

has a team of strategy consultants, corporate financiers 

and operational managers and will draw on relevant 

expertise to provide hands-on support to portfolio 

companies in the following areas: 

n 

n 

n 

corporate strategy advice – assessment of market 

opportunities, capability to exploit market 

opportunities and shaping of strategic response; 

transaction support – assistance in relation to 

corporate development including joint ventures, 

fundraisings, acquisitions and contract 

negotiation; and 

operational input – assistance, corporate 

governance, robust reporting procedures, 

introduction of and negotiation with partners and 

potential clients. 

As the investments mature, the Manager will proactively 

identify opportunities for profitable realisations of 

investments in order to facilitate tax-free distributions to 

Shareholders. 

Risk Management 

The Manager will employ an active approach to 

managing the risk of each investment and the portfolio 

as a whole, applying a hands-on approach. The 

experience that the Committed Capital Investment 

Team has in corporate finance, strategy consulting and 

operational management is anticipated to be helpful in 

unlocking or creating value in selected portfolio 

companies and in turning around any portfolio 

companies which run into difficulties. 

With many years experience of managing the risks 

involved in investing in unquoted companies, the Board 

and Committed Capital Investment Team has designed 

the Company’s structure and its investment strategy to 

reduce risk as much as possible. Key risk management 

strategies include: 

n 

to review frequent management reports and 

accounts in order to identify potential issues or 

opportunities; 

17

Structure of the Company 

n 

n 

Broad portfolio of companies 

The Company will invest in a broad portfolio of 

different companies, thereby reducing the potential 

impact of poor performance by any individual 

investment. 

Significant proportion of investments in cash, 

liquid funds and fixed-interest securities of A 

rating or better 

Over the three years following the launch of the 

Offer a significant proportion of the funds raised 

will be invested by Goldman Sachs International 

(a professional investment manager) pending 

Venture Capital Investments, with the intention of 

generating maximum yields consistent with 

minimising the risk to investors’ capital. After the 

initial three year period the objective is to keep 

approximately 20 per cent. of the Company’s 

assets in such investments, thereby reducing the 

overall risk profile and, importantly, providing any 

necessary funding for additional portfolio 

investments. 

Individual Investments 

n Stage of investment 

The Company will generally invest in opportunities 

providing capital for expansion or, in some cases, 

to finance a management buy-out or buy-in. Early 

stage investment may be considered on a very 

selective basis and only if the management team is 

particularly strong and has a proven track record. 

n 

n 

n 

Rigorous investment process 

The Manager and the Investment Committee have 

established rigorous procedures for reviewing and 

approving potential investments, as described 

above, aimed at ensuring a high standard of 

investment decision making. 

Hands-on support 

The Manager will provide hands-on support to 

portfolio companies providing assistance with 

strategic, operational and transactional matters. 

This close relationship will help enable the 

Manager to identify and tackle any issues at an 

early stage. 

Investment into loan notes and preference 

shares 

Investments made by the Company will be 

structured, where appropriate and in accordance 

with VCT rules, to maximise the proportion of 

the funding in the form of loan notes or 

preference shares, which must be repaid in priority 

to ordinary shares on a sale of the investee 

company. Consequently, the investment risk to the 

unquoted portfolio will be lower than the risk 

profile of a portfolio invested principally in the 

ordinary share capital of the underlying investee 

n 

n 

n 

companies. Some or all of the loan notes and 

preference shares may be repaid during the life of 

the investment, thereby reducing the Company’s 

exposure. 

Close monitoring of investments 

The Manager will closely monitor the performance 

of all the Company’s investments in order to 

identify any problems and to enable it to take 

swift corrective action, including in certain 

circumstances the replacement of 

under-performing management teams. 

Control over key decisions by investee 

companies/Position on the board of the company 

The Manager will enter into conventional legal 

agreements with each investee company giving the 

Company key investor protections and rights in 

relation to the investee business. Generally, a 

senior member of the Committed Capital 

Investment Team or the Executive Capital Team 

will be appointed to the board of each investee 

company. 

Co-investment 

The Company intends to co-invest its funds raised 

under the Offer alongside other investment funds 

(if any) managed by the Manager and/or 

Committed Capital (on the basis that investments 

deemed appropriate for the relevant funds or 

investors will be allocated on a net funds raised, 

or equivalent, basis), as well as other VCTs 

depending on the nature of the investment 

opportunity and deal requirements. It is hoped 

that this will enable the funds raised under the 

Offer to be invested in larger and more mature 

businesses than they might otherwise be able to 

access, thereby reducing the risk of the Company’s 

portfolio. 

Manager Co-investment 

The directors and employees of the Manager and 

Committed Capital, as well as the members of the 

Advisory Board, will not co-invest in investment 

opportunities alongside any investment made by the 

Company, save for with the prior approval of the 

Directors who are independent of the Manager (and 

subject to such investments being (substantially on the 

same terms as the Company)). 

18

PART FOUR: MANAGEMENT AND 

ADMINISTRATION ARRANGEMENTS 

MANAGEMENT FEES 

Annual Management Fees 

The Manager has been appointed under the terms of 

the Investment Management Agreement, further details 

of which are set out in Part Six of this document. The 

Investment Management Agreement is for an initial 

period of five years from Admission and may be 

terminated by either party on 12 months’ notice 

expiring at the end of the initial term or at any time 

thereafter. 

Under the Investment Management Agreement, the 

Manager will receive: 

n 

n 

an annual management fee equal to 2.5 per cent. 

of the net assets of the Company (exclusive of 

VAT and calculated and payable quarterly in 

advance); and 

a performance related incentive fee which is 

outlined in more detail below. 

Assuming full subscription, normal annual running costs 

are estimated to be no more than 3.3 per cent. of net 

assets. Normal annual running costs of the Company 

include the annual management fees, administration fees 

(company secretarial, bookkeeping and accounting), 

Directors’ fees, audit fees, fees for taxation advice, 

sponsor’s and registrar’s fees and the costs of 

communicating with Shareholders but exclude annual 

trail commissions, performance fees, exceptional items 

and irrecoverable VAT. Such normal annual running 

costs will be capped at 3.6 per cent. of net assets 

(i.e. excluding annual trail commissions, performance 

fees, exceptional items and irrecoverable VAT) and any 

excess will be met by the Manager through a reduction 

to its management fees (calculated at the end of each 

financial year based on the net assets at the start of the 

relevant financial year). 

The Manager (as well as Committed Capital, if 

applicable) retains the right to charge arrangement and 

syndication fees to the companies in which the 

Company invests. Such charges will be in line with 

industry practice. The costs of all deals that do not 

proceed to completion will be borne by the Manager 

and not by the Company. The Manager (as well as 

Committed Capital, if applicable) may also receive 

ongoing directors’ fees and monitoring fees from the 

investee companies as appropriate and in line with 

market practice. 

Committed Capital may also retain corporate finance 

fees if instructed by the investee companies to provide 

such advice, subject to disclosure to the Board. 

Performance Related Incentive Fee 

In line with normal VCT practice, the Manager will be 

entitled to receive a performance related incentive fee 

in order to align the interests of the Manager as closely 

as possible with those of the investors and to encourage 

and reward exceptional investment performance. The 

performance related incentive fee structure is designed 

to encourage payments to investors by means of taxfree 

dividends, whilst at the same time achieving capital 

growth. 

The Manager will be entitled to a performance related 

incentive fee in each financial period, subject to the 

following being met: 

n 

n 

the Company having paid cumulative dividends to 

Shareholders of at least 40p per Share since 

Admission (excluding dividends paid from capital 

or the reserves created from the cancellation of 

capital or share premium); and 

the Total Return per Share (this being the 

aggregate of NAV per Share for the relevant 

financial period and total distributions declared per 

Share since Admission (adjusted for any provisions 

or accruals for performance incentive fees for the 

relevant period and any previous period)) being 

greater than the higher of 130p and the Total 

Return per Share at the end of any previous 

financial period. 

The figure of 130p will be increased at the end of the 

seventh financial period of the Company by reference 

to any increase in the Retail Prices Index (or equivalent 

if replaced) during that financial period and shall 

thereafter be increased at the end of each succeeding 

financial period by reference to any increase in the 

Retail Prices Index during the financial period in 

question. 

If the above is met, the Manager will be entitled to 

receive an amount equivalent to 20 per cent. of the 

amount by which the Total Return per Share exceeds 

100p (this being the initial issue price of the Offer 

Shares) multiplied by the number of Shares then in 

issue. 

The performance related incentive fees will be paid in 

cash to the Manager and will be inclusive of VAT, if 

applicable. 

Other Fees 

The funds raised pursuant to the Offer will initially be 

invested in a range of cash, liquidity funds and fixed 

interest securities of A rating or better by Goldman 

Sachs International a professional investment manager 

for an annual fee of an amount equivalent to 

0.75 per cent. of the assets under management (plus 

transaction fees and any VAT, if applicable). The Board 

will review this arrangement periodically. 

Maven Capital Partners UK LLP will provide certain 

administration, accounting, company secretarial and VCT 

status monitoring services to the Company, for an 

annual fee of £50,000. The fee is subject to VAT and 

will increase annually in line with the Retail Price Index. 

19

VCT STATUS MONITORING 

The Board is responsible for ensuring continuing VCT 

compliance. Maven Capital Partners UK LLP will review 

the investment portfolio and will provide information to 

the Board. The Manager will generally seek confirmation 

from HM Revenue & Customs of each prospective 

investment’s VCT qualifying status prior to making each 

investment. 

SHAREHOLDER RETURNS 

In order to maximise the tax-free return to investors, the 

Manager intends to focus on investing in companies which 

have the potential of providing an attractive interest or 

dividend yield and where an exit in three to five years 

through a trade sale or flotation is reasonably foreseeable. 

Furthermore, the Manager will invest using a blend of 

instruments to provide yield and to capitalise on growth. 

The Board intends to maximise dividends by distributing at 

least 85 per cent. of any net income and all profits made 

on the disposal of investments to Shareholders. The 

payment of dividends will be subject to having sufficient 

distributable reserves, the extent to which funds need to 

be retained for ongoing expenses and further investments 

and other legal and regulatory restrictions. 

The Manager is incentivised to maximise annual dividend 

payments through the performance incentive 

arrangements (details of which are set out on page 43 

of this document), as it is entitled to receive a 

performance related fee if dividends paid to 

Shareholders exceed certain specified thresholds and 

other targets are met. The payment of dividends, 

however, are expected to follow a progressively stepped 

path as the Company becomes more fully invested and 

exits achieved. It is the Board’s intention, therefore, to 

maximise dividend payments and will be targeting an 

aggregate of 30p of dividends being paid per Share by 

the end of year five (giving an average of 6p per Share 

per year). The ability to meet this objective depends 

significantly on the level and timing of profitable 

realisations and cannot be guaranteed. 

LIQUIDITY AND ENHANCED BUYBACK 

OPTION 

The Board intends to provide all Shareholders who wish 

to sell their Shares with an opportunity to do so, by 

operating a buy-back policy, whilst keeping the discount 

to NAV in the secondary market as narrow as 

reasonably possible. The Board will ensure frequent and 

clear information on fund performance is provided and 

have appointed Matrix Corporate Capital LLP as broker 

to make a market in the Shares in due course. The price 

at which Shares will be bought back will be set by the 

Board and reviewed from time to time, though the 

intention is to repurchase Shares at a discount to NAV. 

Share buy-backs will be subject to the Company having 

available reserves, Shareholder authorisations and 

applicable regulations and legislation from time to time. 

In addition, the Board, subject to market conditions at the 

time, intends to undertake fund top-ups which can be used 

to facilitate buy-backs, defray management expenses or 

provide funds for further portfolio investments. 

After the fifth anniversary of the first allotment of the 

Offer Shares, it is the intention of the Directors to provide 

Shareholders with an enhanced buy-back facility whereby 

Shareholders can have their existing Shares bought back 

by the Company with the proceeds used to subscribe for 

new Shares under a new offer. An enhanced buy-back 

facility will, however, only be implemented where to do so 

is considered by the Directors to be in the best interests of 

the Company and Shareholders at the requisite time and 

subject to the performance of the Company and market 

conditions. An enhanced buy-back facility will also be 

subject to requisite Shareholder authorities, HMRC 

approval (if required) and any statutory and regulatory 

provisions then in force. 

LIFE OF THE COMPANY 

It is intended that the Company should have an 

unlimited life, but also that Shareholders should have the 

opportunity to review the future of the Company at 

appropriate intervals. 

The Articles of the Company contain provisions 

requiring the Board to put a proposal to Shareholders 

for the continuation of the Company following the tenth 

annual general meeting, however, the Board will take 

into consideration the continuation of the Company 

periodically. 

VALUATION POLICY 

Investments will be valued in accordance with IPEVC 

Guidelines, pursuant to which unquoted investments will 

be valued at fair value. 

CREST 

The Offer Shares will be in registered form and will be 

eligible for electronic settlement. The Company has 

applied for its Shares to be admitted to the CREST 

system so that, should they wish to, investors will be 

able to hold their Shares in uncertificated form. 

INVESTOR COMMUNICATIONS 

In addition to the announcement and publication of the 

annual report and accounts and the interim results for the 

Company as detailed below, the Company also intends to 

publish quarterly statements of net asset value. 

20

Reporting Date 

Year end 

Announcement and 

publication of annual report 

and account to Shareholders 

Half-year end 

Announcement and 

publication of half-yearly 

report 

31 December 

March 

30 June 

August 

The annual reports will be prepared in accordance with 

UK generally accepted accounting practice (GAAP), the 

fair value rules of the CA 2006 and the statement of 

recommended practice ‘Financial Statements of 

Investment Trust Companies’. 

The Manager will also publish information and the 

progress of the Company on its website 

www.committedcapital.co.uk. Further copies of the 

Prospectus will also be available on this site. 

21

PART FIVE: TAXATION 

TAX POSITION OF INVESTORS 

1. Tax Reliefs 

The following is only a summary of the law 

concerning the tax position of individual 

qualifying investors in VCTs. Potential investors 

are recommended to consult a duly authorised 

independent financial adviser as to the taxation 

consequences of an investment in a VCT. 

The tax reliefs set out below are those currently 

available to individuals aged 18 or over who 

subscribe for Shares under the Offer. Whilst there 

is no specific limit on the amount of an individual’s 

acquisition of shares in a VCT, tax reliefs will only 

be given to the extent that the total of an 

individual’s subscriptions or other acquisitions of 

shares in VCTs in any tax year do not exceed 

£200,000. Qualifying investors who intend to 

invest more than £200,000 in VCTs in any one 

tax year should consult their professional advisers. 

A qualifying investor is an individual aged 18 or 

over and satisfies the conditions of eligibility for 

tax relief available to investors in a VCT. 

(a) Income Tax 

(i) Relief from income tax on investment 

A qualifying investor subscribing for 

Shares will be entitled to claim income 

tax relief on amounts subscribed up to 

a maximum of £200,000 invested in 

VCTs in any tax year. 

To obtain relief a qualifying investor 

must subscribe on his own behalf 

although the Shares may subsequently 

be transferred to a nominee. 

The relief is given at the rate of 

30 per cent. on the amount 

subscribed regardless of whether the 

qualifying investor is a higher rate or 

basic rate tax payer, provided that the 

relief is limited to the amount which 

reduces the qualifying investor’s 

income tax liability to nil. Investments 

to be used as security for or financed 

by loans may not qualify for relief, 

depending on the circumstances. 

(ii) 

(iii) 

Dividend relief 

A qualifying investor who acquires in 

any tax year VCT shares (including 

Shares) having a value of up to a 

maximum of £200,000 will not be 

liable to income tax on dividends paid 

on those shares and there is no 

withholding tax thereon. 

Purchasers in the market 

A qualifying investor who purchases 

existing Shares in the market will be 

(b) 

(c) 

(iv) 

entitled to claim dividend relief (as 

described in paragraph 1(a)(ii) above) 

but not relief from income tax on 

investment (as described in paragraph 

1(a)(i) above). 

Withdrawal of relief 

Relief from income tax on a 

subscription for VCT shares (including 

Shares) will be withdrawn if the VCT 

shares are disposed of (other than 

between spouses or on death) within 

five years of issue or if the VCT loses 

its approval within this period as 

detailed below. 

Capital Gains Tax 

(i) Relief from capital gains tax on the 

disposal of Shares 

A disposal by a qualifying investor of 

Shares will give rise to neither a 

chargeable gain nor an allowable loss 

for the purposes of UK capital gains 

tax. The relief is limited to the disposal 

of VCT shares acquired within the 

limit of £200,000 for any tax year. 

(ii) Purchasers in the market 

An individual purchaser of existing 

Shares in the market will be entitled 

to claim relief from capital gains tax 

on disposal (as described in paragraph 

b(i) above) 

Loss of VCT approval 

A company may be fully approved as a VCT 

or, to facilitate launch, provisionally approved 

to allow the company sufficient time to 

meet the various requirements for full 

approval as set out in Part Five of this 

document. 

(i) Loss of full approval 

If a company which has been granted 

approval as a VCT subsequently fails 

to comply with the conditions for 

approval, approval as a VCT may be 

withdrawn. In these circumstances, 

relief from income tax on the initial 

investment is repayable unless loss of 

approval occurs more than five years 

after the issue of the relevant VCT 

shares. In addition, relief ceases to be 

available on any dividend paid in 

respect of profits or gains in any 

accounting period ending when VCT 

status has been lost and any gains on 

the VCT shares up to the date from 

which loss of VCT status is treated as 

taking effect will be exempt, but gains 

thereafter will be taxable. 

22

(ii) 

Loss of provisional approval 

If a company which has been granted 

provisional approval as a VCT 

subsequently fails to comply with the 

conditions for full approval, such 

provisional approval as a VCT may be 

withdrawn and the effect is as if 

provisional approval had never been 

given. In these circumstances, 

therefore, relief from income tax on 

the initial investment is repayable, 

dividends paid and to be paid will be 

subject to income tax and any gains 

on the VCT shares will also be taxable 

on disposal. 

2. Investors not Resident in the UK 

Investors not resident in the UK should seek their 

own professional advice as to the consequences 

of making an investment in a VCT as they may be 

subject to tax in other jurisdictions as well as in 

the UK. 

TAX POSITION OF THE COMPANY 

The Company has to satisfy a number of tests to qualify 

as a VCT. A summary of these tests is set out below. 

1. Qualification as a VCT 

To qualify as a VCT, a company must be 

approved as such by HM Revenue & Customs. To 

obtain such approval it must: 

(a) not be a close company; 

(b) have each class of its ordinary share capital 

quoted on the London Stock Exchange; 

(c) derive its income wholly or mainly from 

shares or securities; 

(d) have at least 70 per cent. by VCT Value of 

its investments in shares or securities in 

Venture Capital Investments, of which 

30 per cent. by VCT Value must be in 

eligible shares; 

(e) 

(f) 

(g) 

have at least 10 per cent. by VCT Value of 

each Venture Capital Investment in eligible 

shares; 

not have more than 15 per cent. by VCT 

Value of its investments in a single company 

or group (other than a VCT or a company 

which would, if its shares were listed, qualify 

as a VCT); and 

not retain more than 15 per cent. of its 

income derived from shares and securities in 

any accounting period. 

The requirement set out in paragraph (d) above will be 

amended for funds raised from 6 April 2011, such that 

at least 70 per cent. by VCT Value of a VCT’s 

investments in shares or securities in qualifying 

investments must be in eligible shares. For funds raised 

before 6 April 2011, ‘eligible shares’ means ordinary 

shares which carry no future or preferential rights and 

no rights to be redeemed. For funds raised from 6 April 

2011, ‘eligible shares’ means shares which do not carry 

any rights to be redeemed or a preferential right to 

assets on a winding-up or to dividends (in respect of the 

latter, where the right to the dividend is cumulative or, 

where the amount or dates of payment of the dividend 

may be varied by the company, a shareholder or any 

other person). 

2. Venture Capital Investments 

A Venture Capital Investment consists of shares or 

securities first issued to the VCT (and held by it 

ever since) by a company satisfying the conditions 

set out in Parts 3 and 4 of Chapter 6 of the Tax 

Act and for which not more than £1 million was 

subscribed in any one tax year (nor more than 

£1 million in any period of six months straddling 

two tax years). 

The conditions are detailed but include that the 

company must be a Qualifying Company (as set 

out below), have gross assets not exceeding 

£7 million immediately before and £8 million 

immediately after the investment, apply the money 

raised for the purposes of a qualifying trade within 

certain time periods and not be controlled by 

another company. In certain circumstances, an 

investment in a company by a VCT can be split 

into a part which is a qualifying holding and a part 

which is a non-qualifying holding. In addition, to be 

qualifying holdings, funds must be invested in 

companies which have less than 50 full-time 

(equivalent) employees and do not obtain more 

than £2 million of investment from VCTs, 

companies under the corporate venturing scheme 

and individuals claiming relief under the Enterprise 

Investment Scheme in any rolling 12 month 

period. 

3. Qualifying Companies 

A Qualifying Company must be unquoted (for 

VCT purposes this includes companies whose 

shares are traded on PLUS Markets and AIM) and 

must carry on a qualifying trade. For this purpose 

certain activities are excluded (such as dealing in 

land or shares or providing financial services). The 

qualifying trade must either be carried on by, or 

be intended to be carried on by, the Qualifying 

Company or by a qualifying subsidiary at the time 

of the issue of shares or securities to the VCT 

(and at all times thereafter). The company’s trade 

must be carried on wholly or mainly in the UK 

(such requirement to be amended to the 

company having a permanent establishment in the 

UK from 6 April 2011), but the company need 

not be UK resident. A company intending to carry 

23

on a qualifying trade must begin to trade within 

two years of the issue of shares or securities to 

the VCT and continue it thereafter. 

A Qualifying Company may have no subsidiaries 

other than qualifying subsidiaries which must, in 

most cases, be at least 51 per cent. owned. 

4. Approval as a VCT 

A VCT must be approved at all times by HMRC. 

Approval has effect from the time specified in the 

approval. A VCT cannot be approved unless the 

tests detailed above are met throughout the most 

recent complete accounting period of the VCT 

and HMRC is satisfied that they will be met in 

relation to the accounting period of the VCT 

which is current when the application is made. 

However, where a VCT raises further funds, VCTs 

are given grace periods to invest those funds 

before such further funds become subject to the 

tests. 

However, to aid the launch of a VCT, HMRC may 

give provisional approval if satisfied that conditions 

(b), (c), (f) and (g) in paragraph 1 above will be 

met throughout the current or subsequent 

accounting period and condition (d) in paragraph 

1 above will be met in relation to an accounting 

period commencing no later than three years after 

the date of provisional approval. The Company 

has obtained provisional approval as a VCT from 

HMRC. 

5. Withdrawal of approval 

Approval of a VCT (full or provisional) may be 

withdrawn by HMRC if the various tests set out 

above are not satisfied. The exemption from 

corporation tax on capital gains will not apply to 

any gain realised after the point at which VCT 

status is lost. 

Withdrawal of approval generally has effect from 

the time when notice is given to the VCT but, in 

relation to capital gains of the VCT only, can be 

backdated to not earlier than the first day of the 

accounting period commencing immediately after 

the last accounting period of the VCT in which all 

of the tests were satisfied. 

Withdrawal of provisional approval has effect as if 

provisional approval had never been given 

(including the requirement to pay corporation tax 

on prior gains) 

The above is only a summary of the conditions to be 

satisfied for a company to be treated as a VCT. 

24

PART SIX: ADDITIONAL INFORMATION 

1. Incorporation and Administration 

(a) The legal and commercial name of the 

Company is Committed Capital VCT plc. 

The Company was incorporated and 

registered in England and Wales on 

15 December 2010 with limited liability as a 

public limited company under CA 2006 with 

registered number 07471164. The Company 

operates (and its shares are created) under 

CA 2006 and the regulations made 

thereunder. Its registered office and its 

principal place of business is at 107 New 

Bond Street, London WIS 1ED. It is 

domiciled in the United Kingdom. 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

The Company does not have, nor has it had 

since its incorporation, any subsidiaries, 

subsidiary undertakings or employees and it 

does not own any premises. 

The Company was issued with a certificate 

under section 761 of CA 2006 by the 

Registrar of Companies on 30 December 

2010. 

Scott-Moncrieff has been the only auditor of 

the Company since its incorporation. 

HM Revenue & Customs has granted 

provisional approval of the Company as a 

VCT under section 274 of the Tax Act 

effective from Admission. The business of 

the Company has been, and it is intended 

will be, carried on so as to continue to 

comply with that section to maintain full 

VCT approval. 

In order for the future of the Company to 

be considered by the members, the Board 

shall procure that a resolution will be 

proposed at the fifteenth annual general 

meeting (and thereafter at five yearly 

intervals) to the effect that the Company 

shall continue as a venture capital trust. If, at 

such meeting, the resolution is not passed, 

the Board shall, within nine months of the 

meeting, convene a general meeting to 

propose a special resolution for the reorganisation 

or reconstruction of the 

Company and a resolution to wind up the 

Company voluntarily. If the resolution to 

wind up the Company is not passed the 

Company shall continue as a venture capital 

trust 

The Company is an investment company 

under section 833 of CA 2006. The 

Company has given notice to the Registrar 

of Companies pursuant to section 833 of 

CA 2006 of its intention to carry on 

business as an investment company. This 

gives the Company an additional basis on 

(h) 

(i) 

which to make a distribution, namely, out of 

its accumulated realised revenue profits 

(so far as not previously distributed or 

capitalised) less its accumulated revenue 

realised or unrealised losses (so far as not 

previously written off in a reduction or 

repayment of capital) subject to certain 

other conditions set out in section 832 of 

CA 2006. Assuming the Company maintains 

this status, the Company’s ability to make 

revenue distributions to its Shareholders will 

not be affected by a capital loss. However, a 

revenue loss could prevent an immediate 

distribution (in whole or in part) of a capital 

profit. The Board, therefore, propose to 

cancel the amount standing in the 

Company’s share premium account to 

create a special reserve to which capital 

losses can be written off to enable the 

Company, should it revoke investment 

company status, to pay a capital dividend 

and to continue paying out revenues as and 

when it is able. 

The Company is not authorised and/or 

regulated by the FSA or an equivalent 

Overseas Regulator. The Company is 

subject to the requirements for VCTs and, 

as an entity listed on the Offical list and 

admitted to trading on the main market of 

the London Stock Exchange, will be subject 

to the rules and regulations issued by the 

UK Listing Authority from time to time. The 

Company is not otherwise regulated. 

The Company has not commenced 

operations and no financial statements have 

been made as at the date of this document. 

2. Share Capital 

(a) The issued share capital of the Company on 

incorporation was twenty ordinary shares of 

1p each, issued nil paid to the subscribers to 

its Memorandum. These shares have 

subsequently been paid up in full in cash. 

(b) 

To enable the Company to register as a 

public limited company and to obtain a 

certificate under section 761 of CA 2006, 

on 22 December 2010, 50,000 Redeemable 

Shares were allotted by the Company to 

the Manager at par for cash, paid up as to 

one quarter of their nominal value. Such 

Redeemable Shares will be paid up in full 

and redeemed out of the proceeds of the 

Offer and will automatically be redesignated 

as Shares and the Articles amended by the 

deletion of all references to Redeemable 

Shares and the rights attaching to them. 

25

(c) 

The following resolutions were passed by 

the Company on 5 January 2011: 

(i) in substitution for existing authorities, 

the Board were generally and 

unconditionally authorised in 

accordance with section 551 of CA 

2006 to exercise all the powers of the 

Company to allot Shares and to grant 

rights to subscribe for or to convert 

any security into shares in the 

Company (‘‘Rights’’) up to an 

aggregate nominal amount of 

£300,000, provided that, the authority 

conferred shall expire on the fifth 

anniversary of the date of the passing 

of the resolution (unless renewed, 

varied or revoked by the Company in 

a general meeting) but so that the 

authority shall allow the Company to 

make before the expiry of the 

authority offers or agreements which 

would or might require Shares to be 

allotted or Rights to be granted after 

such expiry; 

(ii) 

in substitution for existing authorities, 

the Board were empowered pursuant 

to sections 570 and 573 of CA 2006 

to allot or make offers or agreements 

to allot equity securities (which 

expression shall have the meaning as 

described to it in section 560(1) of 

CA 2006) for cash pursuant to the 

authority set out in paragraph (i) 

above or by way of a sale of treasury 

shares, as if section 561(1) of CA 

2006 did not apply to such allotment, 

provided that the power provided 

shall expire on the conclusion of the 

annual general meeting of the 

Company to be held in 2012 and 

provided further that the power shall 

be limited to: 

(1) the allotment and issue of 

Shares with an aggregate 

nominal value representing up 

to £300,000 in connection with 

the Offer; 

(2) the allotment and issue of 

Shares with an aggregate 

nominal value representing up 

to 10 per cent. of the issued 

Share capital of the Company 

from time to time 

in each case, where the 

proceeds may in whole or part 

be used to purchase Shares; 

(d) 

(iii) 

(iv) 

in substitution for existing authorities, 

the Company was empowered to 

make one or more market purchases 

within the meaning of section 693(4) 

of CA 2006 of its own Shares (either 

for cancellation or for the retention as 

treasury shares for future re-issue or 

transfer) provided that: 

(1) the aggregate number of Shares 

which may be purchased shall 

not exceed 4,500,000; 

(2) the minimum price which may 

be paid for such Shares is 1p, 

the nominal amount thereof; 

(3) the maximum price which may 

be paid for a Share shall be the 

higher of (i) five per cent. above 

the average of the middle 

market price for a Share taken 

from the London Stock 

Exchange daily official list for the 

five business days immediately 

preceding the day on which the 

purchase is made and (ii) the 

amount stipulated by article 5 of 

the Buyback Regulations 2003; 

(4) the authority conferred shall 

expire on the conclusion of the 

annual general meeting of the 

Company to be held in 2012, 

unless such authority is renewed 

prior to such time; and 

(5) the Company may make a 

contract to purchase Shares 

under the authority conferred 

by the resolution prior to the 

expiry of such authority which 

will or may be executed wholly 

or partly after the expiration of 

such authority and may make a 

purchase of such Shares; and 

the amount standing to the credit of 

the share premium account of the 

Company, at the date an order is 

made confirming such cancellation by 

the court, be cancelled. 

Save as disclosed in paragraph (c) above, 

and except for Offer Shares to be allotted 

pursuant to the Early Investment Incentive 

and commission payable to authorised 

financial intermediaries in connection with 

the Offer, 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 

26

(e) 

(f) 

(g) 

(h) 

commission, discount, brokerage 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. 

The Company will be subject to the 

continuing obligations of the Listing Rules 

with regard to the issue of securities for 

cash and the provisions of section 561(1) of 

CA 2006 (which confers on shareholders 

rights of pre-emption in respect of the 

allotment of equity securities which are, or 

are to be, paid up in cash) will apply to the 

unissued share capital of the Company 

which is not subject to the disapplication 

referred to in paragraph 2(c) above. 

The Shares are/will be in registered form 

and no temporary documents of title will be 

issued. The Company has applied to be 

registered with CREST, a paperless 

settlement system and those Shareholders 

who wish to hold their Shares in electronic 

form may do so. 

The issued share capital of the Company at 

the date of this document is 20 Shares (fully 

paid) and 50,000 Redeemable Shares (paid 

up as to one quarter). 

Following the issue of the Shares pursuant 

to the Offer (assuming full subscription) the 

issued share capital of the Company is 

expected to be: 

Number (£) 

Shares 25,060,020 250,600.20 

3. Directors’ and Others’ Interests in the Company 

(a) 

(b) 

The Company is not aware of any person 

who, directly or indirectly, will have an 

interest following Admission in the 

Company’s capital or voting rights which will 

be notifiable under UK law (under which, 

pursuant to CA 2006 and the Listing Rules 

and the Disclosure & Transparency Rules of 

the FSA, a holding of 3 per cent. or more 

must be notified to the Company). 

So far as is known to the Company, there is 

no person who has an interest in the capital 

or voting rights in the Company which is 

notifiable as at the date of this document. 

None of the major holders of Shares have 

voting rights different from other holders of 

Shares. The Company only has, other than 

Redeemable Shares (the rights of which are 

(c) 

(d) 

(e) 

(f) 

set out in paragraph 4(a)(i) below, one class 

of share and therefore there are no differing 

rights attaching to any class of share. 

There are no persons, so far as known to 

the Company, who, directly or indirectly, 

jointly or severally, exercise or could 

exercise control over the Company. This 

includes, for these purposes, joint control 

meaning control exercised by two or more 

persons who have concluded an agreement 

which may lead to their adopting a common 

policy in respect of the Company. 

At the date of this document none of the 

Directors (or any of their immediate family 

members) have any interest in any Shares. 

The Directors have provided irrevocable 

commitments to invest (subject to the 

Company not becoming a close Company) 

in aggregate £30,000 under the Offer on 

the same terms as the investors, as follows: 

Director 

Number of 

Shares 

Percentage 

of issued 

share 

capital* 

Peter Dicks 20,000 0.08% 

Tom Sooke 5,000 0.02% 

Steven Harris 5,000 0.02% 

* Assuming full subscription under the Offer 

(including the Early Investment Incentive) 

and the Redeemable Shares having been 

redeemed. 

Save as disclosed above, none of the 

Directors (nor any member of their 

respective immediate families) has any 

interests whether beneficial or non-beneficial 

in the share or loan capital of the Company 

which are, or would immediately following 

the Offer be required to be, notified under 

section 809 CA 2006 or the Disclosure and 

Transparency Rules or are interests of a 

connected person of a Director (within the 

meaning of section 252 CA 2006) which 

would, if the connected person were a 

Director, be required to be disclosed, and 

the existence of which is known to or could 

with reasonable diligence be ascertained by 

that Director. 

Save as noted in paragraph 3(d), no Shares 

are being reserved for allocation to existing 

Shareholders, the Manager, Committed 

Capital or Directors. 

The Directors were appointed under letters 

of appointment dated 5 January 2011. The 

27

(g) 

(h) 

(i) 

appointments are subject to an initial period 

expiring immediately following the first 

annual general meeting, and (subject to 

re-election at the first annual general 

meeting) thereafter the appointments may 

be terminated on three months’ notice. All 

Directors are also subject to retirement by 

rotation. Their appointment does not confer 

any right to hold office for any period (save 

for the initial period) nor any right to 

compensation if they cease to be directors. 

The total annual remuneration receivable by 

Peter Dicks as chairman is £25,000. The 

total annual remuneration receivable by 

Tom Sooke, as a Director and chairman of 

the audit committee is £23,000. Both Peter 

and Tom have agreed to waive £5,000 of 

their annual fees should the Company raise 

less than £15 million pursuant to the Offer 

(which would result in them receiving 

£20,000 and £18,000, respectively), until the 

net assets of the Company are equal to or 

greater than £15 million. Steven Harris does 

not receive any remuneration from the 

Company in respect of his appointment. 

The office of non-executive director is not 

pensionable. Aggregate Directors’ 

emoluments for the year ending 

31 December 2011, under the 

arrangements in force at the date of this 

document, is expected to be approximately 

£48,000 (plus applicable VAT). 

No loan or guarantee has been granted or 

provided by the Company to or for the 

benefit of any Director. 

Steven Harris is a director of the Manager 

and Committed Capital (the Manager’s 

parent company) and a shareholder in 

Committed Capital. As a result, Steven 

Harris is interested in the management, 

performance incentive and promotion 

arrangements set out at paragraphs 5(a) 

and 5(b) below. Save as set out in this 

paragraph, none of the Directors nor any 

members of their respective immediate 

families has any private interest which is or 

has the potential of being a conflict of 

interest in relation to the Company. 

Save as set out in paragraphs 3(f) and 3(h), 

none of the Directors or any member of 

their respective immediate families has or 

has had an interest in any transaction or 

transactions which are or were unusual in 

their nature or conditions or significant to 

the business of the Company and which 

were effected by the Company since its 

(j) 

incorporation and remains in any respect 

outstanding or unperformed. 

The Company will maintain directors’ and 

officers’ liability insurance for the benefit of 

its Directors. 

28

(k) 

The Directors are currently or have been within the last five years, a member of the administrative, management 

or supervisory bodies or a partner of the companies or partnerships mentioned below: 

Director Current Past 

Peter Dicks 

Tom Sooke 

Steven Harris 

Capital Accumulation Limited 

Committed Capital VCT plc 

Daniel Stewart Securities plc 

Enterprise Capital Trust plc 

(in liquidation) 

Foresight VCT plc 

Foresight 2 VCT plc 



Foresight Clearwater VCT plc 

Gartmore Fledgling Trust plc 

GFT Dealing Limited 

Graphite Enterprise Trust plc 

Mears Group plc 

Mercia Fund 1 General Partner Limited 

PCT Finance Limited 

Polar Capital Technology Trust plc 

Private Equity Investor plc 

Second London American Trust plc 


Sportingbet plc 

Standard Microsystems 

Corporation Inc (USA) 

SVM UK Emerging Fund plc 

Unicorn AIM VCT plc 

Braxxon Consulting Limited 


Matrix Income & Growth VCT plc 

Matrix Income & Growth 3 VCT plc 


Committed Capital Financial 

Services Limited 

Committed Capital Fund Management 

Limited 

Committed Capital Limited 


Boostcareer Limited 

CM Group Holdings Limited 

GEI Group Limited 

ISEC Securities Limited 

Lebanon Holdings (Luxembourg) 

London Trust Productions Limited 

The East German Investment Trust plc 


United Industries plc 

Vencap International plc 

Waterline Group plc 

Advance Media Information Limited 

Braxxon Technology Limited 

CitiCourt Associates Limited 

Citicourt & Co Limited 

Spark VCT plc 

Committed Capital Investments 

(UK) Limited 

Europace Energy Limited 

Succession Advisory Services Limited 

Working Assets Human Capital Limited 

29

(l) 

(m) 

Save as disclosed in paragraph 3(m), none of 

the persons mentioned in paragraph 3(k) 

above has for at least the previous five 

years: 

(i) any convictions in relation to 

fraudulent offences; 

(ii) been associated with any bankruptcies, 

receiverships or liquidations in relation 

to an entity for which they have been 

acting as members of the 

administrative, management or 

supervisory bodies or were a partner 

with unlimited liability (in the case of a 

limited partnership with share capital), 

founder or a senior manager who was 

relevant to establishing that that entity 

had the appropriate expertise and 

experience for the management of its 

business; 

(iii) 

(iv) 

been subject to any official public 

incrimination and/or sanctions by 

statutory or regulatory authorities 

(including designated professional 

bodies); or 

been disqualified by a court from 

acting as a member of the 

administrative, management or 

supervisory bodies of an issuer or 

from acting in the management or 

conduct of the affairs of any issuer. 

Peter Dicks is a director of Second London 

American Trust plc and Enterprise Capital 

Trust plc, which were placed into members’ 

voluntary liquidation in August 2006 and 

7 February 2008 respectively. Peter Dicks 

was also, until this year, a director of The 

East German Investment Trust plc, which 

was placed into members’ voluntary 

liquidation in November 2008. Peter Dicks 

was also director of ISEC Securities Limited 

and CM Group Holdings Limited, which 

were put into members’ voluntary 

liquidation prior to being dissolved in 

September 2005 and May 2008 respectively. 

In addition, Peter Dicks was also director of 

Boostcareer Limited and GEI Group Limited, 

which were voluntarily struck off the register 

of companies and dissolved in August 2009 

and November 2010 respectively. Peter 

Dicks was also director of United Industries 

plc which was placed into administration in 

April 2006. Under the administration of the 

company all secured creditors were paid in 

full. Total non-preferential unsecured 

creditors as detailed on the directors’ 

statement of affairs as at 5 April 2006 

amounted to £33,611,202. There were 

insufficient funds to enable a distribution to 

non-preferential unsecured creditors leaving 

an estimated final deficiency as regards nonpreferential 

unsecured creditors of 

£33,611,202. There were no known 

preferential creditor claims. 

Tom Sooke is a director of Matrix Income & 

Growth 3 VCT plc which was placed into 

members’ voluntary solvent liquidation on 

20 May 2010 pursuant to a section 110 

Insolvency Act 1986 scheme of 

reconstruction (merger) with Matrix Income 

& Growth VCT plc. 

Steven Harris was a director of Working 

Assets Human Capital Limited and Europace 

Energy Limited when they were voluntarily 

wound up in February 2007 and September 

2009, respectively. 

4. Memorandum and Articles 

The objects of the Company are not limited by 

any provisions of the Memorandum or the Articles 

of the Company. 

The following is a summary of the current Articles. 

In this paragraph 4, reference to ‘‘Directors’’ 

means the directors of the Company from time to 

time, reference to the ‘‘Board’’ means the board 

of directors of the Company from time to time 

and reference to ‘‘the Act’’ means CA 2006 as the 

context permits as amended from time to time. 

(a) Share Capital 

(i) The Company may issue shares which 

are liable to be redeemed on such 

terms and conditions as the Board 

may determine. 

(1) The holders of the Redeemable 

Shares shall be entitled to 

receive from the profits of the 

Company available for a 

distribution in priority to any 

other dividend or distribution a 

fixed annual non-cumulative 

dividend of one pence per 

Redeemable Share held by 

them, the first such dividend 

being payable in respect of the 

first financial period of the 

Company commencing after 

30 September 2011. Subject 

thereto the Redeemable Shares 

shall not confer upon their 

holders any entitlement to 

participate in any dividend or 

other distribution of the profits 

of other Company 

30

(ii) 

(2) On a return of assets (except 

on a redemption of shares) on 

liquidation or otherwise, the 

assets of the Company 

remaining after payment of its 

liabilities shall be applied in 

priority to any other payment in 

paying to the holders of 

Redeemable Shares a sum equal 

to the amount paid up thereon 

and all arrears and accruals of 

dividends thereon. Subject 

thereto the Redeemable Shares 

shall not confer any entitlement 

on their holders to participate 

any further in the surplus assets 

of the Company 

(3) The Company may redeem the 

Redeemable Shares at any time. 

The holders of the Redeemable 

Shares may require that the 

Company redeem all the 

Redeemable Shares at any time 

after the earlier of 

30 September 2011 and the 

date of first admission of the 

Shares to the Official List. On 

redemption, the holders of the 

Redeemable Shares shall be 

entitled to receive an amount 

equal to the amount paid up on 

the Redeemable Shares 

redeemed together with all 

arrears and accruals of dividends 

thereon. 

(4) The Redeemable Shares shall 

not confer on the holders of 

them, any entitlement to receive 

notice of, attend or vote at 

general meetings of the 

Company 

(5) Notwithstanding the provisions 

of the Articles, on a return of 

assets on liquidation, redemption 

or otherwise the holders of the 

Redeemable Shares shall not be 

entitled to receive in aggregate 

an amount which exceeds one 

half of the assets of the 

Company which would then be 

available for distribution among 

participators. 

Shareholders shall have the right to 

receive notice of, attend and vote at 

all general meetings. 

(iii) 

(iv) 

If any shareholder, or any other 

person appearing to the Directors to 

be interested in any shares in the 

capital of the Company held by such 

shareholder, has been duly served 

with a notice under section 793 CA 

2006 and is in default for a period of 

14 days from the date of service of 

the notice in supplying to the 

Company the information thereby 

required, then the Company may (at 

the absolute discretion of the Board) 

at any time thereafter by notice (a 

‘‘restriction notice’’) to such 

shareholder direct that, in respect of 

the shares in relation to which the 

default occurred and any other shares 

held at the date of the restriction 

notice by the shareholder, or such of 

them as the Board may determine 

from time to time (the ‘‘restricted 

shares’’ which expression shall include 

any further shares which are issued in 

respect of any restricted shares), the 

shareholder shall not, nor shall any 

transferee to which any of such shares 

are transferred other than pursuant to 

a permitted transfer, be entitled to be 

present or to vote on any question, 

either in person or by proxy, at any 

general meeting of the Company or 

separate general meeting of the 

holders of any class of shares of the 

Company, or to be reckoned in a 

quorum. 

Where the restricted shares represent 

at least 0.25 per cent. in nominal value 

of the issued shares of the same class 

as the restricted shares (excluding any 

shares of that class held as treasury 

shares) the restriction notice may in 

addition direct, inter alia, that any 

dividend or other money which would 

otherwise be payable on the restricted 

shares shall be retained by the 

Company without liability to pay 

interest; any election by such member 

to receive shares instead of cash in 

respect of any dividends on such 

restricted shares will not be effective; 

and no transfer of any of the shares 

held by the shareholder shall be 

registered unless the shareholder is 

not himself in default in supplying the 

information requested and the transfer 

is part only of the member’s holding 

and is accompanied by a certificate 

given by the member in a form 

31

(b) 

(v) 

satisfactory to the Board to the effect 

that after due and careful enquiry the 

member is satisfied that none of the 

shares which are the subject of the 

transfer are restricted shares. 

The Board shall be entitled to make 

calls for the sums, if any, remaining 

unpaid on any shares, subject to the 

terms of allotment of such shares. If 

any call remains unpaid then the 

Board may, after giving not less than 

14 clear days’ notice, forfeit such share 

and sell or transfer such forfeited 

shares on such terms as the Board 

may determine. 

General Meetings 

(i) Convening of General Meetings 

The Board shall convene annual 

general meetings and may convene 

other general meetings whenever it 

thinks fit. A general meeting shall also 

be convened on such requisition or in 

default may be convened by such 

requisitionists as provided by the Act. 

At any meeting convened on such 

requisition or by such requisitionists 

no business shall be transacted except 

that stated by the requisition or 

proposed by the Board. If there are 

not within the UK sufficient members 

of the Board to convene a general 

meeting, any Director may call a 

general meeting. The Board may make 

arrangements to ensure the orderly 

conduct of general meetings and to 

preserve the security of attendees. 

(ii) 

Notice of General Meeting 

General meetings shall be convened 

by the minimum period of notice 

required by the Act. 

Every notice convening a general 

meeting shall specify: 

(1) whether the meeting is an 

annual general meeting or an 

extraordinary general meeting; 

(2) the place, the day and the time 

of the meeting; 

(3) in the case of special business 

the general nature of that 

business; 

(4) if the meeting is convened to 

consider a special resolution the 

text of the resolution and the 

intention to propose the 

resolution as such; and 

(iii) 

(iv) 

(5) with reasonable prominence that 

a member entitled to attend 

and vote is entitled to appoint 

one or more proxies to attend 

and, on a poll, vote instead of 

him and that a proxy need not 

also be a member. 

Omission to Send Notice 

The accidental omission to send a 

notice of meeting or, in cases where it 

is intended that it be sent out with 

the notice, an instrument of proxy or 

any other document, to, or the 

non-receipt of either by, any person 

entitled to receive the same shall not 

invalidate the proceedings at that 

meeting. 

Quorum at General Meetings 

No business shall be transacted at any 

general meeting unless a quorum is 

present when the meeting proceeds 

to business but the absence of a 

quorum shall not preclude the choice 

or appointment of a chairman which 

shall not be treated as part of the 

business of the meeting. Two persons 

entitled to attend and to vote on the 

business to be transacted, each being 

a member present in person or a 

proxy for a member or a duly 

authorised representative of a 

corporation which is a member, shall 

be a quorum. 

If within 15 minutes (or such longer 

interval as the Chairman in his 

absolute discretion thinks fit) from the 

time appointed for the holding of a 

general meeting a quorum is not 

present, or if during a meeting such a 

quorum ceases to be present, the 

meeting, if convened on the 

requisition of members, shall be 

dissolved. In any other case, the 

meeting shall stand adjourned to the 

same day in the next week at the 

same time and place, or to such other 

day and at such time and place as the 

Chairman (or, in default, the Board) 

may determine, being not less than 

ten clear days thereafter. lf at such 

adjourned meeting a quorum is not 

present within 15 minutes from the 

time appointed for holding the 

meeting one member present in 

person or by proxy or (being a 

corporation) by a duly authorised 

representative shall be a quorum. If no 

32

(v) 

(vi) 

such quorum is present or if during 

the adjourned meeting a quorum 

ceases to be present, the adjourned 

meeting shall be dissolved. 

Method of Voting 

At any general meeting a resolution 

put to a vote of the meeting shall be 

decided on a show of hands unless 

(before or immediately after the 

declaration of the result of the show 

of hands or on the withdrawal of any 

other demand for a poll) a poll is duly 

demanded. Subject to the provisions 

of the Act, a poll may be demanded 

by: 

(1) the chairman of the meeting; or 

(2) at least five members present in 

person or by proxy having the 

right to vote at the meeting; or 

(3) a member or members present 

in person or by proxy 

representing not less than one 

tenth of the voting rights of all 

the members having the right to 

vote at the meeting; or 

(4) a member or members present 

in person or by proxy holding 

shares conferring a right to vote 

at the meeting being shares on 

which an aggregate sum has 

been paid up equal to not less 

than one tenth of the total sum 

paid up on all the shares 

conferring that right. 

Votes of Members 

Subject to the provisions of the Act 

and to any special terms as to voting 

on which any shares may have been 

issued or may for the time being be 

held and to any suspension or 

abrogation of voting rights pursuant to 

the Articles, at any general meeting 

every member who (being an 

individual) is present in person or by 

proxy or (being a corporation) is 

present by a duly authorised 

representative, not being himself a 

member entitled to vote, shall on a 

show of hands have one vote and on 

a poll shall have one vote for each 

share of which he is the holder. 

(vii) 

Variation of Class Rights 

Subject to the provisions of the Act, if 

at any time the share capital of the 

Company is divided into shares of 

different classes any of the rights for 

the time being attached to any share 

or class of shares in the Company 

(and notwithstanding that the 

Company may be or be about to be 

in liquidation) may (unless otherwise 

provided by the terms of issue of the 

shares of that class) be varied or 

abrogated in such manner (if any) as 

may be provided by such rights or, in 

the absence of any such provision, 

either with the consent in writing of 

the holders of not less than three 

quarters in nominal value of the issued 

shares of the class or with the 

sanction of a special resolution passed 

at a separate general meeting of the 

holders of shares of the class duly 

convened and held as provided in 

these Articles (but not otherwise). 

All the provisions in the Articles as to 

general meetings shall mutatis mutandis 

apply to every meeting of the holders 

of any class of shares save that the 

quorum at every such meeting shall be 

not less than two persons holding or 

representing by proxy at least 

one-third of the nominal amount paid 

up on the issued shares of the class; 

every holder of shares of the class 

present in person or by proxy may 

demand a poll; each such holder shall 

on a poll be entitled to one vote for 

every share of the class held by him; 

and if at any adjourned meeting of 

such holders, such quorum as 

aforesaid is not present, not less than 

one person holding shares of the class 

who is present in person or by proxy 

shall be a quorum 

(viii) Consolidation and Subdivision 

The Company in general meeting may 

from time to time by ordinary 

resolution: 

(1) consolidate and divide all or any 

of its share capital into shares of 

larger nominal amount than its 

existing shares; and 

(2) subject to the provisions of the 

Act, sub-divide its shares or any 

of them into shares of smaller 

nominal value and may by such 

resolution determine that, as 

33

(c) 

between the shares resulting 

from such sub-division, one or 

more of the shares may, as 

compared with the others, have 

any such preferred, deferred or 

other special rights or be subject 

to any such restrictions as the 

Company has power to attach 

to unissued or new shares but 

so that the proportion between 

the amount paid up and the 

amount (if any) not paid up on 

each reduced share shall be the 

same as it was in the case of the 

share from which the reduced 

share is derived. 

Transfer of Shares 

(i) Form of Transfer 

Except as may be provided by any 

procedures implemented for shares 

held in uncertificated form, each 

member may transfer all or any of his 

shares by instrument of transfer in 

writing in any usual form or in any 

form approved by the Board. Such 

instrument shall be executed by or on 

behalf of the transferor and (in the 

case of a transfer of a share which is 

not fully paid up) by or on behalf of 

the transferee. The transferor shall be 

deemed to remain the holder of such 

share until the name of the transferee 

is entered in the Register in respect of 

it. 

(ii) 

Right to Refuse Registration 

The Board may in its absolute 

discretion refuse to register any share 

transfer (as to which it shall provide 

reasons) unless: 

(1) it is in respect of a share which 

is fully paid up; 

(2) it is in respect of only one class 

of shares; 

(3) it is in favour of a single 

transferee or not more than 

four joint transferees; 

(4) it is duly stamped (if so 

required); and 

(5) it is delivered for registration to 

the registered office of the 

Company, or such other place 

as the Board may from time to 

time determine, accompanied 

(except in the case of a transfer 

by a recognised person where a 

(d) 

certificate has not been issued) 

by the certificate for the shares 

to which it relates and such 

other evidence as the Board 

may reasonably require to prove 

the title of the transferor and 

the due execution by him of the 

transfer or if the transfer is 

executed by some other person 

on his behalf, the authority of 

that person to do so, provided 

that such discretion may not be 

exercised in such a way as to 

prevent dealings in shares 

admitted to the Official List 

from taking place on an open 

and proper basis. 

Dividends and Other Payments 

(i) Declaration of Dividends 


and of the Articles, the Company may 

by ordinary resolution declare that, 

out of profits available for distribution, 

dividends be paid to members 

according to their respective rights 

and interests in the profits of the 

Company available for distribution. 

However, no dividend shall exceed 

the amount recommended by the 

Board. 

(ii) 

Entitlement to Dividends 

(1) Except as otherwise provided by 

the rights attached to shares, all 

dividends shall be declared and 

paid according to the amounts 

paid up (otherwise than in 

advance of calls) on the shares 

on which the dividend is paid. 

Subject as aforesaid, all dividends 

shall be apportioned and paid 

pro rata according to the 

amounts paid up or credited as 

paid up on the shares during 

any portion or portions of the 

period in respect of which the 

dividend is paid but if any share 

is issued on terms providing that 

it shall rank for dividend as from 

a particular date or be entitled 

to dividends declared after a 

particular date it shall rank for or 

be entitled to dividends 

accordingly. 

(2) All dividends and interest shall 

be paid (subject to any lien of 

the Company) to those 

members whose names shall be 

34

(e) 

on the register at the date at 

which such dividend shall be 

declared or at the date at which 

such interest shall be payable 

respectively, or at such other 

date as the Company by 

ordinary resolution or the Board 

may determine, notwithstanding 

any subsequent transfer or 

transmission of shares. 

(3) The Board may pay the 

dividends or interest payable on 

shares in respect of which any 

person is by transmission 

entitled to be registered as 

holder to such person upon 

production of such certificate 

and evidence as would be 

required if such person desired 

to be registered as a member in 

respect of such shares. 

Borrowing Powers 

(i) Subject as provided in the Articles, the 

Board may exercise all the powers of 

the Company to borrow money and 

to mortgage or charge all or any part 

of the undertaking, property and 

assets (present or future) and uncalled 

capital of the Company and, subject to 

the provisions of the Act, 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. 

(ii) 

The Board shall restrict the 

borrowings of the Company and 

exercise all voting and other rights and 

powers of control exercisable by the 

Company in respect of its subsidiaries 

so as to procure (as regards its 

subsidiaries in so far as it can procure 

by such exercise) that the aggregate 

principal amount at any one time 

outstanding in respect of net monies 

borrowed (as defined at (e)(v)) by the 

Group (as defined in the Articles as 

the Company and its subsidiaries from 

time to time) (exclusive of monies 

borrowed by one Group company 

from another and after deducting cash 

deposited (as defined at (e)(iv)) shall 

not at any time without the previous 

sanction of an ordinary resolution of 

the Company exceed an amount 

equal to 20 per cent. of the value of 

(iii) 

the Adjusted Capital and Reserves 

(as defined at (e)(iii)). 

‘‘Adjusted Capital and Reserves’’ 

means a sum equal to the aggregate 

from time to time of: 

(1) the amount paid up (or credited 

as paid up) on the allotted or 

issued share capital of the 

Company; and 

(2) the amount standing to the 

credit of the reserves, whether 

or not distributable (including, 

without limitation, share 

premium account or capital 

redemption reserve), after 

adding thereto or deducting 

therefrom any balance standing 

to the credit or debit of the 

profit and loss account; all as 

shown in the relevant balance 

sheet, but after: 

(3) making such adjustments as may 

be appropriate to reflect: 

(3a) any variation in the 

amount of the paid up 

share capital and the 

amount standing to the 

credit of any of such 

reserves since the date of 

the relevant balance sheet 

and so that for the 

purpose of making such 

adjustments, if any 

proposed allotment of 

shares by the Company 

for cash has been 

underwritten, then such 

shares shall be deemed to 

have been allotted and 

the amount (including the 

premium) of the 

subscription monies 

payable in respect thereof 

(not being monies payable 

later than six months after 

the date of allotment) 

shall be deemed to have 

been paid up to the 

extent so underwritten on 

the date when the issue of 

such shares was 

underwritten (or, if such 

underwriting was 

conditional, the date on 

which it became 

unconditional); 

35

(3b) any variation since the 

date of the relevant 

balance sheet of the 

companies comprising the 

Group; 

(4) excluding (so far as not already 

excluded): 

(4a) amounts attributable to 

the proportion of the 

issued equity share capital 

of any subsidiary 

undertaking which is not 

attributable, directly or 

indirectly, to the 

Company; 

(4b) any sum set aside for 

taxation (other than 

deferred taxation); 

(5) deducting: 

(5a) 

sums equivalent to the 

book values of goodwill 

and other intangible assets 

shown in the relevant 

balance sheet; and 

(5b) the amount of any 

distribution declared, 

recommended or made 

by any Group company to 

a person other than a 

Group company out of 

profits accrued up to and 

including the date of (and 

not provided for in) the 

relevant balance sheet; 

‘‘cash deposited’’ means an amount 

equal to the aggregate of the amounts 

beneficially owned by Group 

companies which are deposited for 

the time being with any bank or other 

person (not being a Group company) 

and which are repayable to any Group 

company on demand or within three 

months of such demand, subject, in 

the case of amounts deposited by a 

partly-owned subsidiary undertaking, 

to the exclusion of a proportion 

thereof equal to the proportion of its 

issued equity share capital which is not 

attributable, directly or indirectly, to 

the Company; 

‘‘monies borrowed’’ include not only 

monies borrowed but also the 

following except in so far as otherwise 

taken into account: 

(1) the nominal amount of any issued 

share capital and the principal amount 

of any debenture or borrowings of 

any person, the beneficial interest in 

which or right to repayment to which 

is not for the time being owned by a 

Group company but the payment or 

repayment of which is the subject of a 

guarantee or indemnity by a Group 

company or is secured on the assets 

of a Group company; 

(2) the principal amount raised by any 

Group company by acceptances or 

under any acceptance credit opened 

on its behalf by any bank or 

acceptance house (not being a Group 

company) other than acceptances and 

acceptance credits relating to the 

purchase of goods or services in the 

ordinary course of trading and 

outstanding for six months or less; 

(3) the principal amount of any debenture 

(whether secured or unsecured) of 

any Group company owned otherwise 

than by a Group company; 

(4) the principal amount of any 

preference share capital of any 

subsidiary undertaking owned 

otherwise than by a Group company; 

(5) any fixed or minimum premium 

payable on final repayment of any 

borrowing or deemed borrowing (but 

any premium payable on final 

repayment of an amount not to be 

taken into account as monies 

borrowed shall not be taken into 

account); and 

(6) any fixed amount in respect of a 

hire-purchase agreement or of a 

finance lease payable in either case by 

a Group company which would be 

shown at the material time as an 

obligation in a balance sheet prepared 

in accordance with the accounting 

principles used in the preparation of 

the relevant balance sheet (and for 

the purpose of this sub-paragraph (6) 

‘‘finance lease’’ means a contract 

between a lessor and a Group 

company as lessee or sub-lessee 

where substantially all the risks and 

rewards of the ownership of the asset 

leased or sub-leased are to be borne 

by that company and ‘‘hire-purchase 

agreement’’ means a contract of 

hire-purchase between a hire-purchase 

36

lender and a Group company as 

hirer); 

but do not include: 

(7) monies borrowed by any Group 

company for the purpose of repaying, 

within six months of being first 

borrowed, the whole or any part of 

any monies borrowed and then 

outstanding (including any premium 

payable on final repayment) of that or 

any other Group company pending 

their application for such purpose 

within that period; 

(8) monies borrowed by any Group 

company for the purpose of financing 

any contract in respect of which any 

part of the price receivable under the 

contract by that or any other Group 

company is guaranteed or insured up 

to an amount equal to that part of the 

price receivable under the contract 

which is so guaranteed or insured; 

(9) an amount equal to the monies 

borrowed of any company outstanding 

immediately after it becomes a Group 

company, provided that it became a 

Group company during the six months 

preceding the calculation; 

(10) an amount equal to the amount 

secured on an asset immediately after 

it was acquired by a Group company, 

provided that it was acquired during 

the six months preceding the 

calculation; 

(11) notwithstanding sub-paragraph (1) to 

(6) above, the proportion of monies 

borrowed by a Group company (and 

not owing to another Group 

company) which is equal to the 

proportion of its issued equity share 

capital not attributable, directly or 

indirectly, to the Company; 

(12) the amount of any monies borrowed 

which are for the time being 

deposited with any governmental 

authority in any part of the world in 

connection with import deposits or 

any similar governmental scheme to 

the extent that the Group company 

making such deposit retains its interest 

in such deposit; and 

(13) any sum advanced or paid to any 

Group company (or its agents or 

nominees) by customers of any Group 

company as unexpended customer 

(iv) 

receipts or progress payments 

pursuant to any contract between 

such customer and a Group company; 

and in sub-paragraphs (7) to (13) 

above references to amounts of 

monies borrowed include references 

to amounts which, but for the 

exclusion under those sub-paragraphs, 

would fall to be included; 

‘‘relevant balance sheet’’ means the 

latest published audited consolidated 

balance sheet of the Group but, 

where the Company has no subsidiary 

undertakings, it means the balance 

sheet and profit and loss account of 

the Company and, where the 

Company has subsidiary undertakings 

but there are no consolidated 

accounts of the Group, it means the 

respective balance sheets and profit 

and loss accounts of the companies 

comprising the Group; 

‘‘subsidiary undertaking’’ means a 

subsidiary undertaking (within the 

meaning of the Companies Acts) of 

the Company (except a subsidiary 

undertaking which is excluded from 

consolidation by virtue of the 

provisions of Section 405 of CA 

2006); and ‘‘Group’’ and ‘‘Group 

company’’ and references to any 

company which becomes a Group 

company or to companies comprising 

the Group shall, in such a case, be 

construed so as to include subsidiary 

undertakings (except a subsidiary 

undertaking which is excluded from 

consolidation as aforesaid) and ‘‘equity 

share capital’’ shall be construed in 

relation to a subsidiary undertaking 

without a share capital in the same 

manner as ‘‘shares’’ are defined in 

relation to an undertaking without a 

share capital under Section 

1161(2)(a)) of CA 2006. 

When the aggregate amount of 

monies borrowed required to be 

taken into account for the purposes of 

this Article 114 on any particular day 

is being ascertained, any of such 

monies denominated or repayable in a 

currency other than sterling shall be 

converted for the purpose of 

calculating the sterling equivalent 

either: 

37

(1) at the rate of exchange used for 

the conversion of that currency 

in the relevant balance sheet; or 

(2) if no rate was so used, at the 

middle market rate of exchange 

prevailing at the close of 

business in London on the date 

of that balance sheet; or 

(f) 

Directors 

(i) 

Unless otherwise determined by the 

Company the maximum number of 

directors shall be ten and the 

minimum shall be two. The quorum 

for meetings of the Board shall be two 

and the Chairman shall have a second 

or casting vote on a tie. 

(v) 

(vi) 

(3) where the repayment of such 

monies is expressly covered by 

a forward purchase contract, 

currency option, back-to-back 

loan, swap or other 

arrangements taken out and 

entered into to reduce the risk 

associated with fluctuations in 

exchange rates, at the rate of 

exchange specified in that 

document; 

but if the amount in sterling resulting 

from conversion at that rate would be 

greater than that resulting from 

conversion at the middle market rate 

prevailing in London at the close of 

business on the business day 

immediately preceding the day on 

which the calculation falls to be made, 

the latter rate shall apply instead. 

A report or certificate of the auditors 

of the Company as to the amount of 

Adjusted Capital and Reserves or the 

amount of monies borrowed falling to 

be taken into account for the 

purposes of this article or to the effect 

that the limit imposed by this article 

has not been or will not be exceeded 

at any particular time or times or as a 

result of any particular transaction or 

transactions shall be conclusive 

evidence of the amount or of that fact 

No debt incurred or security given in 

respect of monies borrowed in excess 

of the limit imposed by this article 

shall be invalid or ineffectual except in 

the case of express notice to the 

lender or recipient of the security at 

the time when the debt was incurred 

or security given that the limit had 

been or would thereby be exceeded 

but no lender or other person dealing 

with the Company shall be concerned 

to see or enquire whether such limit 

is observed. 

(g) 

(ii) 

(iii) 

(iv) 

The Directors shall be entitled to be 

paid fees for their services as 

Directors on such sums as the Board 

may determine from time to time but 

not exceeding £100,000 (or such 

larger amount as the Company may 

determine by ordinary resolution) per 

annum. 

Each Director may appoint as an 

alternate Director either another 

Director or a person approved by the 

Board and to terminate such 

appointment. 

At every annual general meeting, there 

shall retire from office any Director 

who shall have been a Director at 

each of the preceding two annual 

general meetings and who was not 

appointed or re-appointed by the 

Company in general meeting at, or 

since, either such meeting. A retiring 

Director shall be eligible for 

re-appointment. A Director retiring at 

a meeting shall, if he is not reappointed 

at such meeting, retain 

office until the meeting appoints 

someone in his place, or if it does not 

do so, until the conclusion of such 

meeting. 

Directors’ Interests 

(i) Conflicts of Interest Requiring Board 

Authorisation 

The Board may, provided the quorum 

and voting requirements set out 

below are satisfied, authorise any 

matter that would otherwise involve a 

Director breaching his duty under the 

Act to avoid conflicts of interest 

except that the Director concerned 

and any other Director with a similar 

interest: 

(1) shall not count towards the 

quorum at the meeting at which 

the conflict is considered; and 

(2) the resolution will only be valid 

if it would have been agreed to 

38

(ii) 

(iii) 

if his vote had not been 

counted. 

Where the Board gives authority in 

relation to such a conflict: 

(1) the Board may (whether at the 

time of giving the authority or at 

any time or times subsequently) 

impose such terms upon the 

Director concerned and any 

other Director with a similar 

interest as it may determine, 

including, without limitation, the 

exclusion of that Director and 

any other Director with a similar 

interest from the receipt of 

information, or participation in 

discussion (whether at meetings 

of the Board or otherwise) 

related to the conflict; 

(2) the Director concerned and any 

other Director with a similar 

interest will be subject to any 

terms imposed by the Board 

from time to time in relation to 

the conflict; 

(3) any authority given by the Board 

in relation to a conflict may also 

provide that where the Director 

concerned and any other 

Director with a similar interest 

obtains information that is 

confidential to a third party, the 

Director will not be obliged to 

disclose that information to the 

Company, or to use the 

information in relation to the 

Company’s affairs, where to do 

so would amount to a breach of 

that confidence; 

(4) the Board may withdraw such 

authority at any time. 

Directors are obliged to declare any 

material interest which they may have 

in any transaction or arrangement 

involving the Company. Such directors 

shall not vote or be counted in the 

quorum in relation to any resolution 

to any transaction or arrangement in 

which he is to his knowledge 

materially interested save that a 

Director shall (in the absence of some 

other material interest than is 

indicated below) be entitled to vote 

(and be counted in the quorum) in 

respect of any resolution concerning 

any of the following matters, namely: 

(1) the giving of any guarantee, 

security 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; 

(2) the giving of any guarantee, 

security or indemnity in respect 

of a debt or obligation of the 

Company or any of its subsidiary 

undertakings for which he 

himself has assumed 

responsibility in whole or in part 

under a guarantee or indemnity 

or by the giving of security; 

(3) any 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 entitled to, 

participate as a holder of 

securities or in the underwriting 

or sub-underwriting of which he 

is to participate; 

(4) any contract, arrangement, 

transaction or other proposal 

concerning any other body 

corporate in which he, or any 

other person connected with 

him is interested, directly or 

indirectly and whether as an 

officer or shareholder or 

otherwise howsoever, provided 

that he or any person 

connected with him do not hold 

an interest in 1 per cent. or 

more of any class of the equity 

share capital of such body 

corporate or of the voting rights 

available to members of the 

relevant body corporate; 

(5) any contract, arrangement, 

transaction or other proposal 

for the benefit of employees of 

the Company which does not 

accord him any privilege or 

benefit not generally accorded 

to the employees to whom the 

scheme relates; and 

(6) any contract, arrangement or 

transaction concerning any 

insurance which the Company is 

to purchase and/or maintain for, 

or for the benefit of, any 

39

Directors or persons including 

Directors. 

If any question shall arise at any meeting as 

to an interest or as to the entitlement of 

any Director to vote such question shall be 

referred to the chairman of the meeting and 

his ruling in relation to any Director other 

than himself shall be final and conclusive 

except in a case where the nature or extent 

of the interests of the Director concerned 

have not been fairly disclosed. 

(iv) Director may have Interests 


and further provided that a Director 

declares his interest, a Director, 

notwithstanding his office: 

(1) may be a party to or otherwise 

be interested in any transaction 

or arrangement with the 

Company or in which the 

Company is otherwise 

interested, either in regard to his 

tenure of any office or place of 

profit or as vendor, purchaser 

or otherwise; 

(2) may hold any other office or 

place of profit under the 

Company (except that of 

auditor (being the auditor of the 

Company from time to time) or 

of auditor of a subsidiary of the 

Company) in conjunction with 

the office of Director and may 

act by itself or through his firm 

in a professional capacity for the 

Company and in any such case 

on such terms as to 

remuneration and otherwise as 

the remuneration committee 

may arrange either in addition 

to or in lieu of any 

remuneration provided for by 

any other article; 

(3) may be a member of or a 

director or other officer, or 

employed by, or a party to any 

transaction or arrangement with 

or otherwise interested in, any 

body corporate promoted by or 

promoting the Company or in 

which the company is otherwise 

interested or as regards which 

the Company has any powers of 

appointment; and 

(h) 

(4) shall not, by reason of his office, 

be liable to account to the 

Company for any dividend, 

profit, remuneration, 

superannuation payment or 

other benefit which he derives 

from any such office, 

employment, contract, 

arrangement, transaction or 

proposal or from any interest in 

any such body corporate; and 

no such contract, arrangement, 

transaction or proposal shall be 

avoided on the grounds of any 

such interest or benefit. 

Untraced Members 

(i) 

The Company shall be entitled to sell 

at the best price reasonably obtainable 

any share of a member or any share 

to which a person is entitled by 

transmission if and provided that: 

(1) during the period of 12 years 

prior to the date of the 

publication of the 

advertisements referred to 

below (or if published on 

different dates, the earlier or 

earliest of them) the Company 

has paid at least three dividends 

and no cheque, order or 

warrant has been cashed; 

(2) on or after expiry of the said 

period of 12 years the Company 

has given notice of its intention 

to sell such share by 

advertisements in both a 

national daily newspaper 

published in the UK and in a 

newspaper circulating in the area 

in which the last known address 

of such member or person 

appeared; 

(3) the said advertisements, if not 

published on the same day, shall 

have been published within 

30 days of each other; and 

(4) during the further period of 

three months following the date 

of publication of the said 

advertisements (or, if published 

on different dates the later or 

latest of them) and prior to the 

exercise of the power of sale 

the Company has not received 

any communication in respect of 

40

(i) 

(ii) 

such share from the member or 

person entitled by transmission. 

To give effect to any sale of shares 

pursuant to this article the Board may 

authorise some person to transfer the 

shares in question and may enter the 

name of the transferee in respect of 

the transferred shares in the register 

notwithstanding the absence of any 

share certificate being lodged in 

respect of it and may issue a new 

certificate to the transferee. An 

instrument of transfer executed by 

that person shall be as effective as if it 

had been executed by the holder of, 

or the person entitled by transmission 

to, the shares. The purchaser shall not 

be bound to see to the application of 

the purchase moneys nor shall his title 

to the shares be affected by any 

irregularity or invalidity in the 

proceedings relating to the sale. 

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 833 of the 

Act) shall be prohibited. The Board shall 

establish a reserve to be called the capital 

reserve. During a Relevant Period all 

surpluses arising from the realisation or 

revaluation of investments and all other 

monies realised on or derived from the 

realisation, payment off 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 payment off of or other 

dealing with any investments or other capital 

assets and, subject to the Act, any expenses, 

loss or liability (or provision 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 for which sums 

standing to any revenue reserve are 

applicable except and provided that 

notwithstanding any other provision of these 

Articles during a Relevant Period no part of 

the capital reserve or any other money in 

the nature of accretion to capital shall be 

transferred to the revenue reserves of the 

Company or be regarded or treated as 

profits of the Company available for 

distribution or be applied in paying dividends 

on any shares in the Company. In periods 

other than a Relevant Period any amount 

standing to the credit of the capital reserve 

may be transferred to the revenue reserves 

of the Company or be regarded or treated 

as profits of the Company available for 

distribution or be applied in paying dividends 

on any shares in the Company. 

(j) Transfer or Sale under Section 110, 

Insolvency Act 1986 

A special resolution sanctioning a transfer or 

sale to another company duly passed 

pursuant to Section 110, Insolvency Act 

1986 may in the like manner authorise the 

distribution of any shares or other 

consideration receivable by the liquidator 

among the members otherwise than in 

accordance with their existing rights and any 

such determination shall be binding on all 

the members, subject to the right of dissent 

and consequential rights conferred by the 

said section. 

(k) 

Duration of the Company 

In order for the future of the Company to 

be considered by the members, the Board 

shall at the tenth annual general meeting of 

the Company, and thereafter at five yearly 

intervals, invite the members to consider 

whether the Company should continue as a 

venture capital trust and if such resolution is 

not carried the Board shall within nine 

months of that meeting convene a general 

meeting to propose: 

(i) a special resolution for the 

reorganisation or reconstruction of the 

Company; and 

(ii) 

to wind up the Company voluntarily, 

provided that if the special resolution 

referred to at paragraph k(i) is not 

passed the shareholders voting in 

favour of this resolution shall be 

deemed to have such number of 

additional votes as are required to 

pass such resolution to wind up. 

41

(l) 

(m) 

Uncertificated Shares 

The Board may make such arrangements as 

it sees fit, subject to the Act, to deal with 

the transfer, allotment and holding of shares 

in uncertificated form and related issues. 

Indemnity and Insurance 

The Company shall indemnify the directors 

to the extent permitted by law and may 

take out and maintain insurance for the 

benefit of the directors. 

5. Material Contracts 

The following contracts, not being contracts 

entered into in the ordinary course of business, 

are all of the contracts which have been entered 

into by the Company since its incorporation and 

which are, or may be, material, or have been 

entered into by the Company and contain 

provisions under which the Company has 

obligations or entitlements which are material to it 

at the date of this document: 

(a) An investment management agreement 

dated 21 January 2011, between the 

Company (1) and the Manager (2) pursuant 

to which the Manager has agreed to act as 

discretionary investment manager to the 

Company. The appointment is for an initial 

five year period from first Admission and 

may be terminated by not less than 12 

months’ notice in writing expiring at the end 

of the initial period or at any time 

thereafter. This appointment may also be 

terminated in circumstances of material 

breach by either party and, in any event, the 

Company may appoint other parties in 

substitution of the Manager as investment 

adviser or manager in respect of the whole 

or part of the Company’s investment 

portfolio if it believes that this is necessary 

to preserve the status of the Company as a 

VCT. The agreement contains provisions 

indemnifying the Manager against any liability 

not due to its default, negligence or fraud. 

The Manager will receive an annual 

management fee of 2.5 per cent. of the net 

assets of the Company, calculated and 

payable quarterly in advance (i.e. using the 

amount net assets of the Company as at the 

opening of business on the first Business 

Day of the relevant quarter), together with 

any applicable VAT thereon. 

Under this agreement, the Manager has 

agreed to meet the normal annual running 

costs of the Company in excess of 

3.6 per cent. of net assets of the Company. 

Normal annual running costs include the 

annual management fees, administration fees 

(b) 

(company secretarial, bookkeeping and 

accounting), Directors’ fees, audit fees, fees 

for taxation advice, sponsor’s and registrar’s 

fees and the costs of communicating with 

Shareholders but exclude annual trail 

commissions, performance fees, exceptional 

items and irrecoverable VAT. The annual 

expenses cap will be calculated at the end 

of each financial year based on the net 

assets at the start of the relevant financial 

year. 

Committed Capital Limited has provided, 

pursuant to a side letter to the Company, a 

guarantee in respect of all of the obligations 

of the Manager under the agreement. 

An investment advisory agreement dated 

12 January 2011, between the Company (1) 

and Goldman Sachs International (‘‘GSI’’) (2) 

(‘‘Investment Advisory Agreement’’) 

pursuant to which GSI will provide 

investment advisory services to the 

Company under the General Terms and 

Conditions of business of GSI. Under the 

Investment Advisory Agreement, GSI will be 

entitled to an annual fee of an amount 

equivalent to 0.75 per cent. of the assets 

under management by GSI (plus transaction 

fees and any VAT, if applicable). The 

Investment Advisory Agreement may be 

terminated by GSI or the Company on 

thirty days’ notice. 

Under the Investment Advisory Agreement, 

GSI is to provide investment advisory 

services to the Company as described on 

page 19. GSI may delegate any of its rights 

and obligations under the Investment 

Advisory Agreement to any other member 

of the Goldman Sachs Group. Under the 

Investment Advisory Agreement, the 

Company provides indemnities to GSI, 

(except in the case of any matter arising as 

a direct result of GSI’s fraud, negligence or 

wilful default). The fees and expenses of GSI 

will be paid by the Company. GSI will not 

be paid a performance fee. 

GSI is part of the Goldman Sachs Group, 

Inc., a worldwide full-service investment 

banking, broker-dealer, asset management 

and financial services organization, and a 

major participant in global financial markets, 

whose activities and interests include 

potential multiple advisory, transactional, 

financial and other interests in securities, 

instruments and companies that may be 

directly or indirectly purchased or sold by 

the Company. Such additional businesses 

and interests may give rise to potential 

42

(c) 

(d) 

conflicts of interest, which have been 

disclosed to the Company in the agreement 

referred to above. 

An administration agreement dated 


and Maven Capital Partners UK LLP (2) 

pursuant to which Maven Capital Partners 

UK LLP will provide company secretarial, 

accountancy and custodian services and 

assistance in relation to the maintenance of 

the VCT status of the Company for an 

annual fee of £50,000 (plus any VAT, if 

applicable). The appointment is for an initial 

three year period from first Admission and 

may be terminated by not less than six 

months’ notice in writing expiring at the end 

of the initial term or at any time thereafter. 

A performance incentive agreement dated 


and the Manager (2) pursuant to which the 

Manager will be entitled to a performance 

incentive related fee provided the following 

is met: 

n 

n 

the Company having paid cumulative 

dividends (excluding dividends paid 

from capital or the reserves created 

from the cancellation of capital or 

share premium) to Shareholders of at 

least 40p per Share since Admission; 

and 

the Total Return per Share (this being 

the aggregate of NAV per Share for 

the relevant financial period and total 

distributions declared per Share since 

Admission (adjusted for any provisions 

or accruals for performance incentive 

fees for the relevant period and any 

previous period)) being greater than 

the higher of 130p and the Total 

Return per Share at the end of any 

previous financial period. 

The figure of 130p will be increased at the 

end of the seventh financial period of the 

Company by reference to any increase in 

the Retail Prices Index (or equivalent if 

replaced) during that financial period and 

shall thereafter be increased at the end of 

each succeeding financial period by 

reference to any increase in the Retail Prices 

Index during the financial period in question. 

If the above is met, the Manager will be 

entitled to receive an amount equivalent to 

20 per cent. of the amount by which the 

Total Return per Share exceeds 100p (this 

being the initial issue price of the Offer 

Shares) multiplied by the number of Shares 

then in issue. The incentive fee will be 

inclusive of VAT, if applicable. 

(e) An offer agreement dated 21 January 2011 

between the Company (1), the Directors 

(2) the Manager (3) Committed Capital 

Limited (4) and BDO (5) whereby the 

Manager has agreed to act as promoter in 

connection with the Offer and BDO has 

agreed to act as sponsor in connection with 

the Offer. The agreement contains 

warranties given by the Company and the 

Directors to the Manager (as promoter) and 

BDO and from the Manager and 

Committed Capital to the Directors, the 

Company and BDO. The Company will pay 

to the Manager a commission of 

5.5 per cent. of the gross amount subscribed 

under the Offer, out of which will be paid 

all costs, charges and expenses of or 

incidental to the Offer, including the fees of 

BDO, save that the Company shall, pursuant 

to the terms of the Offer pay annual trail 

commission (subject to the limitations of 

section 553 of the CA 2006) in respect of 

the Offer Shares issued by them. 

(f) 

By letters dated 5 January 2011 the 

Directors agreed to act as non-executive 

directors of the Company on the terms set 

out at paragraph 3(e) above. 

6. Taxation and Close Company Status 

The following paragraphs, which are intended as a 

general guide only and are based on current 

legislation and HMRC practice, summarise advice 

received by the Directors as to the position of 

Shareholders who hold Shares other than for 

trading purposes. Any person who is in any doubt 

as to his taxation position or is subject to taxation 

in any jurisdiction other than the UK should 

consult his professional advisers. 

(a) Taxation of dividends – under current law, 

no tax will be withheld by the Company 

when it pays a dividend. 

(b) The Company has been advised that no 

stamp duty reserve tax (‘‘SDRT’’) will be 

payable on the issue of the Shares. The 

transfer on sale of any Shares will be liable 

to ad valorem stamp duty normally at the 

rate of 0.5 per cent. of the amount or value 

of the consideration (rounded up to the 

nearest £5). An unconditional agreement to 

transfer Shares also gives rise to an 

obligation to account for SDRT, which is 

payable within seven days of the start of the 

month following that in which the 

agreement was entered into. The payment 

of stamp duty gives rise to a right to 

43

(c) 

repayment of any SDRT paid. There will be 

no stamp duty or SDRT on a transfer of 

Shares into CREST unless such a transfer is 

made for a consideration in money or 

money’s worth, in which case a liability to 

SDRT will arise at a rate of 0.5 per cent. A 

transfer of Shares effected on a paperless 

basis through CREST will generally be 

subject to SDRT at a rate of 0.5 per cent. of 

the value of the consideration 

On the issue of the Shares pursuant to the 

Offer, the Company is unlikely to be a close 

company for tax purposes. If the Company 

was a close company in any accounting 

period, approval as a venture capital trust 

would be withdrawn. 

7. Overseas Investors 

(a) 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 subscribe for or 

purchase Shares in the Company. 

(b) 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. 

8. Related Party Disclosures 

The following related party transactions have 

taken place since incorporation of the Company 

to the date of this document: 

(a) The Manager, as investment manager to a 

closed-ended investment fund, is regarded 

as a related party. The Manager will receive 

an upfront fee of 5.5 per cent. of the gross 

amount subscribed under the Offer acting as 

promoter in connection with the Offer as 

described in paragraph 5(e) above and 

investment management and performance 

incentive fees as described in paragraph 5(a) 

and 5 (d) above. 

(b) 

The transactions referred to in paragraph (a) 

above are (and will be) conducted on an 

arm’s length basis. There are no other 

arrangements which the Company has 

entered into with a related party. 

9. Corporate Governance and Board Committees 

(a) The Company complies with the principles 

of the UK Corporate Governance Code 

save as set out below: 

(i) Directors are not appointed for a 

specified term (in view of its 

non-executive nature and the 

requirements of the Articles that all 

Directors retire by rotation at the 

annual general meeting, the Board 

(b) 

(c) 

(ii) 

considers that it is not appropriate for 

the Directors to be appointed for a 

specific term as recommended by the 

Code); and 

in light of the responsibilities retained 

by the Board and its committees and 

of the responsibilities delegated to the 

Manager, the Company has not 

appointed a chief executive officer, 

deputy chairman or a senior 

independent non-executive director 

and the provisions of the Code which 

relate to the division of responsibilities 

between a chairman and a chief 

executive officer are, accordingly, not 

applicable. 

The Company has an Audit Committee, 

composed of the Directors who are 

independent of the Manager, which meets at 

least twice each year and is responsible for 

making recommendations to the Board on 

the appointment of the auditors and the 

audit fee, for reviewing the conduct and 

control of the annual audit and for reviewing 

the operation of the internal financial 

controls. It will also have responsibility for 

the proper reporting of the financial 

performance of the Company and for 

reviewing financial statements prior to 

publication. 

As the Company has no employees, no 

Remuneration Committee will be formed. 

The Company does not intend to appoint a 

senior independent Director or to form a 

Nominations Committee due to the Board 

being relatively small in size. 

The Board must be able to demonstrate 

that it will act independently of the Manager. 

In particular, a majority of the Board 

(including the Chairman) must not be: 

(i) directors, employees, partners, officers 

or professional advisers of or to the 

Manager or any other company in the 

same group as the Manager; or 

(ii) 

directors, employees or professional 

advisers of or to any other VCT 

managed by the Manager or any other 

company in the same group as the 

Manager. 

Any Director who falls within (i) or (ii) 

above is subject to annual re-election by 

Shareholders. 

44

10. Investment Restrictions 

(a) The Company is subject to the investment 

restrictions relating to a venture capital trust 

in the Tax Act as more particularly detailed 

in Part Three of this document, and in the 

Listing Rules which specify that (i) the 

Company must, at all times, invest and 

manage its assets in a way which is 

consistent with its object of spreading 

investment risk and in accordance with its 

published investment policy as set out in 

Part One of this document; (ii) the 

Company must not conduct any trading 

activity which is significant in the context of 

its group as a whole; and (iii) the Company 

may not invest more than 10 per cent. in 

aggregate, of the value of the total assets of 

the issuer at the time an investment is made 

in other listed closed-ended investment 

funds. Any material change to the 

investment policy of the Company will 

require the approval of the Shareholders 

pursuant to the Listing Rules. The Company 

intends to direct its affairs in respect of each 

of its accounting periods so as to qualify as a 

venture capital trust and accordingly: 

(i) The Company’s income is intended to 

be derived wholly or mainly from 

shares or other securities, as this 

phrase is interpreted by HMRC; 

(b) 

(ii) 

(iii) 

(iv) 

The Company will not control the 

companies in which it invests in such a 

way as to render them subsidiary 

undertakings; 

none of the investments will represent 

more than 15 per cent. (at the time 

of investment) of the Company’s 

investments; and 

not more than 20 per cent. of the 

Company’s gross assets will at any 

time be invested in the securities of 

property companies. 

In the event of a breach of the investment 

restrictions which apply to the Company, 

Shareholders will be informed by means of 

the half-yearly and/or the annual report or 

through a regulatory information service 

provider. 

11. Information on the Manager 

Committed Capital Financial Services Limited is 

authorised and regulated by the Financial Services 

Authority and registered in England and Wales 

under company number 03810820 and was 

incorporated on 21 July 1999 in the UK. The 

Manager is a wholly owned subsidiary of 

Committed Capital. The Manager is domiciled in 

the UK and is a limited company. Its registered 

office and its principal place of business is at 

107 New Bond Street, Mayfair, London 

W1S 1ED. The principal legislation under which it 

operates is CA 2006 and regulations made 

thereunder. 

12. Working Capital 

The Company is of the opinion that, taking into 

account the Minimum Net Proceeds of the Offer 

being raised, it has sufficient working capital for its 

present requirements, that is for at least 

12 months from the date of this document. 

13. Net Assets 

The Offer will have a positive impact on the net 

assets of the Company by increasing its net assets 

by the same amount as the net funds raised and is 

expected to have a positive impact on earnings. 

14. Capitalisation and Indebtedness 

Since the date of incorporation, and as at 

20 January 2011, the Company has incurred no 

indebtedness, whether guaranteed, unguaranteed, 

secured, unsecured, indirect or contingent. The 

Company has the power to borrow, details of 

which are set out in paragraph 4(e) above, 

although the Board have no present intention of 

utilising this. 

The capitalisation of the Company as at 

20 January 2011 is as follows: 

Shareholders’ Equity £ 

Share capital 50,000.20* 

Legal reserve 

Other reserves 

Nil 

Nil 

Total 50,000.20* 

(* £37,500 of share capital has been issued but is 

unpaid in connection with the issue of the 

redeemable shares referred to in 2 (b) above.) 

Details of the share capital of the Company are 

set out in paragraph 2 above. 

15. General 

(a) The Offer Price is 100p per Offer Share. 

(b) The total expenses payable by the Company 

in connection with the Offer (including VAT 

where applicable) will be 5.5p in respect of 

each Offer Share subscribed (plus annual 

trail commission) such that the initial net 

assets of the Company will be equal to 

94.5p per Offer Share. The Offer Price 

represents a premium of 99 pence per 

Offer Share over nominal value. If the 

maximum subscription of £25,000,000 is 

achieved under the Offer, the net proceeds 

45

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

(i) 

will amount to £23,625,000 (ignoring annual 

trail commission and assuming the Offer is 

not increased). If the minimum subscription 

of £3,000,000 is obtained, the net proceeds 

will be £2,835,000 (ignoring annual trail 

commission). The proceeds of the Offer will 

be applied in accordance with the 

Company’s investment policy and to redeem 

the Redeemable Shares. 

Save as disclosed in paragraph 5 above, no 

amount of cash, securities or benefits has 

been paid, issued or given to the Manager 

(as the promoter of the Offer) and none is 

intended to be paid, issued or given. 

The Board believe that the Offer will result 

in a significant gross change in the Company, 

including an increase in its earnings and in 

the net assets (of an amount that is equal to 

the net proceeds received under the Offer, 

expected to be £23,625,000 assuming full 

subscription, the Offer is not increased and 

ignoring annual trail commission). 

Other than the Offer there have been no 

other important events so far as the 

Company and the Board are aware relating 

to the development of the Company or its 

business. 

Save for the issue of Redeemable Shares 

(£50,000 of share capital issued paid up as 

to one quarter) as set in paragraph 2(b) 

above, which has resulted in the assets of 

the Company having increased by £12,500 

(this being the amount paid up on the 

Redeemable Shares), there has been no 

significant change in the financial or trading 

position of the Company since its 

incorporation. 

There are no governmental, legal or 

arbitration proceedings (including any such 

proceedings which are pending or 

threatened of which the Company is aware), 

during the period from the incorporation of 

the Company which may have, or have had 

in the recent past significant effects on the 

Company’s financial position or profitability. 

As at the date of this document, there are 

no governmental, economic, monetary, 

political or fiscal policies and factors which 

have or could affect the Company’s 

operations. 

There are no known trends, uncertainties, 

demands, commitments or events that are 

reasonably likely to have a material effect on 

the Company’s prospects for at least the 

(j) 

(k) 

(l) 

(m) 

(n) 

current financial year, so far as the Company 

and the Board are aware. 

The Company and its Shareholders are 

subject to the provisions of the City Code 

on Takeovers and Mergers and CA 2006, 

which require shares to be acquired/ 

transferred in certain circumstances. 

Where the circumstances are appropriate, 

the Board propose that an appropriate and 

reasonable proportion of the management 

expenses of the Company, to be 

determined after consultation with the 

Company’s auditors, but not to exceed 

75 per cent., will be charged to capital. 

The Company’s capital resources are 

restricted insofar as they may be used only 

in putting into effect the investment policy 

of the Company. 

The Manager will be responsible for 

preparing valuations, with Maven Capital 

Partners UK LLP being responsible for 

calculating the net asset value of the 

Company, which are then both approved by 

the Board. The net asset value of the 

Company will be determined four times a 

year, concurrent with the announcements of 

the half-yearly and annual financial 

statements to 30 June and 31 December in 

each year respectively (such announcements 

being usually made in August and March 

respectively) and interim management 

statements for the quarters ended March 

and September in each year. The value of 

investments will be determined in 

accordance with the IPEVC Guidelines 

depending on their listing status. Quoted 

securities will be valued at bid price unless 

the investment is subject to restrictions or 

the holding is significant in relation to the 

share capital of a small quoted company, in 

which case a discount may be appropriate 

as per the IPEVC Guidelines. Unquoted 

investments will normally be valued on a 

cost basis in the first year and reviewed 

subsequently on the basis of the progression 

of the business. The net asset value of the 

Company will be communicated to investors 

through a Regulatory Information Service 

provider at the same frequency as the 

determinations. In the event of any 

suspension of listing valuations are held at 

the suspended price and a view is taken 

with consideration to best market practice 

and information from advisers. 

The Board do not anticipate any 

circumstances arising under which the 

46

(o) 

(p) 

(q) 

(r) 

(s) 

(t) 

calculation of the net asset value may be 

suspended. Should the determination of net 

asset value differ from that set out above 

then this will be communicated to investors 

in the Company through a Regulatory 

Information Service provider. 

The Company does not intend to appoint 

an external custodian and its assets (other 

than the non-qualifying investments managed 

by Goldman Sachs International) will be held 

in certificated form. 

The Company will not conduct any 

significant trading activity. 

The Company’s expected market 

competitors would be other venture capital 

funds investing in the same sectors and asset 

classes referred to in this document. The 

Company confirms that it has taken all 

reasonable steps to ensure that its auditors, 

Scott-Moncrieff Limited, being members of 

the Institute of Chartered Accountants in 

England & Wales, are independent of it and 

has obtained written confirmation from the 

auditors that they comply with the 

guidelines on independence issued by their 

national accounting and auditing bodies. 

Definitive share certificates for the Offer 

Shares to be allotted under the Offer will 

be issued in registered form and are to be 

dispatched to Shareholders within seven 

Business Days of allotment. The Company 

has applied for its Shares to be admitted to 

CREST as a participating security. 

Shareholders who are direct or sponsored 

members of Euroclear will then be able to 

dematerialise their Shares in accordance 

with the rules and practices instituted by 

Euroclear. The Company will not issue 

temporary documents of title. 

The Manager and BDO LLP have each given 

and not withdrawn their written consents to 

the issue of this document with the inclusion 

herein of their names in the form and 

context in which they are included. 

A typical investor for whom the Offer is 

designed is a UK higher rate income 

taxpayer over 18 years of age with an 

investment range of between £3,000 and 

£200,000. Investment in a VCT may not be 

suitable for all investors and should be 

considered as a long term investment. 

16. Documents Available for Inspection 

For the life of the prospectus the following 

documents (or copies thereof) may be inspected 

at the registered office of the Company during 

normal business hours on weekdays (Saturdays, 

Sundays and public holidays excepted): 

(a) the Memorandum and Articles of the 

Company; 

(b) the material contracts referred to in 

paragraph 5 above; 

(c) the consent letters referred to at paragraph 

16(s) above; and 

(d) this document. 

21 January 2011 

47

PART SEVEN: CORPORATE INFORMATION 

DIRECTORS 

COMPANY SECRETARY, ACCOUNTANT AND 

VCT STATUS ADVISER 

MANAGER 

SOLICITORS 

SPONSOR 

FIXED INTEREST SECURITIES ADVISER 

REGISTERED OFFICE AND HEAD OFFICE 

Peter Frederick Dicks (Chairman) 

Thomas Peter Sooke 

Steven Allen Harris 

Maven Capital Partners UK LLP 

Sutherland House 

149 St. Vincent Street 

Glasgow 

G2 5NW 



London 

W1S 1ED 

Martineau 

No. 1 Colmore Square 

Birmingham 

B4 6AA 

BDO LLP 

125 Colmore Row 

Birmingham 

B3 3SD 

Goldman Sachs International 

Christchurch Court 

10-15 Newgate Street 

London 

EC1A 7HD 


London 

W1S 1ED 

TELEPHONE NUMBER 020 7529 1350 

COMPANY REGISTRATION NUMBER 07471164 

WEBSITE 

REGISTRARS AND RECEIVING AGENT 

AUDITORS 

BROKER 

BANKERS 

www.committedcapital.co.uk 

The City Partnership (UK) Limited 

Thistle House 

21 Thistle Street 

Edinburgh 

EH2 1DF 

Scott-Moncrieff 

17 Melville Street 

Edinburgh 

EH3 7PH 

Matrix Corporate Capital LLP 

One Vine Street 

London 

W1J 0AH 

Clydesdale Bank plc 

30 St. Vincent Place 

Glasgow 

G1 2HL 

48

PART EIGHT: DEFINITIONS 

The following definitions are used throughout this 

document, unless the context requires otherwise: 

‘‘Admission’’ 

the date on which Offer Shares allotted pursuant to the 

Offer are first listed on the Official List of the UK Listing 

Authority and admitted to trading on the London Stock 

Exchange’s main market for listed securities 

‘‘Advisory Board’’ 

the advisory board to Committed Capital as set out on 

pages 14 and 15 of this document 

‘‘AIM’’ 

the Alternative Investment Market 

‘‘Articles’’ 

the articles of association of the Company 

‘‘BDO’’ 

BDO LLP of 125 Colmore Row, Birmingham B3 3SD, 

acting as sponsor to the Company 

‘‘Board’’ 

the board of directors of the Company 

‘‘Business Day’’ 

any day (other than a Saturday) on which clearing banks 

are open for normal banking business in sterling 

‘‘CA 2006’’ 

Companies Act 2006 (as amended) 

‘‘Committed Capital’’ 

Committed Capital Limited (formerly called Equitech 

Financial Services Limited), the parent company and sole 

shareholder of the Manager 

‘‘Committed Capital Investment Team’’ 

the investment team as set out on page 14 of this 

document 

‘‘Company’’ 


‘‘Directors’’ 

the directors of the Company from time to time (and 

each a ‘‘Director’’) 

‘‘Executive Capital Team’’ 

the executive team at Committed Capital 

‘‘Early Investment Incentive’’ 

the early investment incentive through which investors 

whose applications are received by the Company prior 

to 28 February 2011 or reaching the minimum 

subscription of £3 million (whichever is the sooner) 

under the Offer, will receive additional Offer Shares 

equivalent to 2.0 per cent. of their application. 

‘‘FSA’’ 

the Financial Services Authority 

‘‘Goldman Sachs International’’ 

a trading name of Goldman Sachs International, acting as 

adviser to the Company of its fixed interest securities 

‘‘Investment Committee’’ 

the investment committee described on page 15 

‘‘Investment Management Agreement’’ 

the investment management agreement dated 

21 January 2011 and made between the Company (1) 

and the Manager (2) 

‘‘IPEVC Guidelines’’ 

the International Private Equity and Venture Capital 

Valuation Guidelines 

‘‘IRR’’ 

the compounded annual rate of return on an investment 

over its life, calculated by taking into consideration the 

amount by which cash inflows from an investment 

exceeds cash outflows on a annualised percentage basis, 

taking account the timing of those cash flows (for the 

avoidance of doubt, before management and other 

expenses). 

‘‘Listing Rules’’ 

the Listing Rules of the UK Listing Authority 

‘‘London Stock Exchange’’ 

London Stock Exchange plc 

‘‘Manager’’ 

Committed Capital Financial Services Limited, a wholly 

owned subsidiary of Committed Capital Limited 

‘‘Memorandum’’ 

the memorandum of association of the Company 

‘‘Minimum Net Proceeds’’ 

the minimum net proceeds of the Offer, being 

£2,835,000 

‘‘Money Market Funds’’ 

money market funds, government securities or other 

liquid assets 

49

‘‘NAV’’ or ‘‘net asset value’’ 

the net asset value of a company calculated in 

accordance with that company’s normal accounting 

policies 

‘‘Offer’’ 

the offer for subscription of Offer Shares as described in 

the Prospectus 

‘‘Offer Price’’ 

£1.00 per Offer Share 

‘‘Offer Shares’’ 

Shares being offered for subscription pursuant to the 

Prospectus 

‘‘Official List’’ 

the official list of the UK Listing Authority 

‘‘PLUS Markets’’ 

‘PLUS quoted’, a prescribed market for the purposes of 

section 118 of Financial Services and Markets Act 2000 

operated by PLUS Markets Group plc 

‘‘Prospectus’’ 

this document 

‘‘Prospectus Rules’’ 

the prospectus rules of the UK Listing Authority 

‘‘Qualifying Company’’ 

an unquoted (including an AIM-listed or PLUS Marketslisted) 

company which satisfies the requirements of 

Part 4 of Chapter 6 of the Tax Act 

‘‘Qualifying Investors’’ 

an individual aged 18 or over who is a UK tax payer 

and who subscribes for Offer Shares within the 

investor’s qualifying subscription limit of £200,000 per 

tax year (and each a ‘‘Qualifying Investor’’) 

‘‘Shares’’ 

ordinary shares of 1p each in the capital of the 

Company (ISIN number GB00B59M6S10) 

‘‘The City Partnership’’ 

The City Partnership (UK) Limited, acting as both the 

registrar to the Company and the receiving agent to 

the Offer 

‘‘The Tax Act’’ 

the Income Tax Act 2007 (as amended) 

‘‘UKLA’’ or ‘‘UK Listing Authority’’ 

the FSA in its capacity as the competent authority for 

the purposes of Part VI of the Financial Services and 

Markets Act 2000 

‘‘UK’’ 

the United Kingdom of Great Britain and Northern 

Ireland 

‘‘United States’’ or ‘‘US’’ 

the United States of America, its states, territories and 

possessions (including the District of Columbia) 

‘‘VCT Value’’ 

the value of an investment calculated in accordance with 

Section 278 of the Tax Act 

‘‘Venture Capital Investments’’ 

shares in, or securities of, a Qualifying Company held by 

a venture capital trust which meets the requirements 

described in Parts 6, of Chapters 3 and 4 of to the 

Tax Act 

‘‘Venture Capital Trust’’ or ‘‘VCT’’ 

a venture capital trust as defined in Section 259 of the 

Tax Act. 

‘‘Receiving Agent’’ 

The City Partnership 

‘‘Redeemable Shares’’ 

redeemable shares of £1 each in the capital of the 

Company 

‘‘Registrar’’ 

The City Partnership 

‘‘Shareholder’’ 

a holder of Shares in the Company 

50

PART NINE: TERMS AND CONDITIONS OF 

THE OFFER 

1. The contract created by the acceptance of 

applications in the manner herein set out will be 

conditional on the admission of the Offer Shares 

being issued to the Official List of the UK Listing 

Authority and to trading on the London Stock 

Exchange’s main market for listed securities unless 

otherwise so resolved by the Board of the 

Company. The Offer is conditional on valid 

applications being received amounting to, in 

aggregate, £3 million (which would result in the 

Minimum Net Proceeds being raised). If the 

Company fails to raise at least £3 million under 

the Offer, or any application is not accepted, or if 

any contract created by acceptance does not 

become unconditional, or if any application is 

accepted for fewer Offer Shares than the number 

applied for, or if there is a surplus of funds from 

the application amount, the Offer will lapse and 

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 the Company. 

2. 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 (as the applicant): 

a) irrevocably offer to subscribe for the 

amount of money specified in your 

Application Form which will be applied to 

purchase Offer Shares, subject to the 

provisions of (i) the Prospectus, (ii) these 

terms and conditions and (iii) the 

Memorandum and Articles; 

b) authorise the Company’s Registrar to send 

definitive documents of title for the number 

of Offer Shares for which your application is 

accepted and to procure that your name is 

placed on the register of members of the 

Company in respect of such Offer Shares 

and authorise the Receiving Agent to send 

you a crossed cheque for any monies 

returnable, by post to your address as set 

out in your Application Form; 

c) in consideration of the Company agreeing 

that it will not, prior to the closing date of 

the Offer, offer any Offer 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 the closing date of the 

Offer, and that this paragraph constitutes a 

collateral contract between you and the 

Company which will become binding upon 

despatch by post or delivery by hand of 

your Application Form duly completed to 

the Company’s’ receiving agent, The City 

Partnership (UK) Limited, Thistle House, 

21-23 Thistle Street, Edinburgh EH2 1DF; 

d) agree and warrant that your cheque or 

banker’s draft will be presented for payment 

on receipt and will be honoured on first 

presentation and agree that, if such 

remittance is not so honoured, you will not 

be entitled to receive certificates for the 

Offer Shares applied for or to enjoy or 

receive any rights or distributions in respect 

of such Offer Shares unless and until you 

make payment in cleared funds for such 

Offer Shares and such payment is accepted 

by the Company (which acceptance shall be 

in 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 such late payment in respect of 

such Offer Shares, the Company may 

(without prejudice to its other rights) treat 

the agreement to allot such Offer Shares as 

void and may allot such Offer Shares to 

some other person in which case you will 

not be entitled to any refund or payment in 

respect of such Offer Shares (other than 

return of such late payment); 

e) agree that any documents of title and any 

monies returnable to you may be retained 

pending clearance of your remittance and 

that such monies will not bear interest; 

f) 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 such applications, 

acceptances of applications and contracts in 

any other manner permitted by law or in 

any court of competent jurisdiction; 

g) agree that, in respect of those Offer Shares 

for which your application has been received 

and processed and not refused, acceptance 

of your application shall be constituted by 

notice of acceptance thereof by The City 

Partnership; 

51

h) 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; 

i) agree that, having had the opportunity to 

read the Prospectus and any supplementary 

prospectus issued by the Company and filed 

with the FSA, you shall be deemed to have 

had notice of all information and 

representations concerning the Company 

contained herein and any supplementary 

prospectus issued by the Company and filed 

with the FSA (whether or not so read); 

j) 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 this document 

(the Prospectus) and any supplementary 

prospectus filed with the FSA and you 

accordingly agree that no person responsible 

solely or jointly for this document and/or 

any supplementary prospectus or any part 

thereof or involved in the preparation 

thereof shall have any liability for any such 

information or representation; 

k) confirm that you have reviewed the 

restrictions contained in paragraphs 4 and 5 

below and warrant as provided therein; 

l) warrant that you are not under the age of 

18 years; 

m) agree that such Application Form is 

addressed to the Company, BDO LLP and 

The City Partnership; 

n) agree to provide the Company and/or The 

City Partnership with any information which 

it may request in connection with your 

application and/or in order to comply with 

the Venture Capital Trust or other relevant 

legislation and/or the Money Laundering 

Regulations (as the same may be amended 

from time to time); 

o) warrant that, in connection with your 

application, you have observed the laws of 

all relevant 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, BDO LLP, The City Partnership 

(UK) or the Manager acting in breach of the 

regulatory or legal requirements of any 

territory in connection with the Offer or 

your application; 

p) agree that BDO LLP and The City 

Partnership will not regard you as its 

customer by virtue of your having made an 

application for Offer Shares or by virtue of 

such application being accepted; and 

q) declare that a loan has not been made to 

you or any associate, which would not have 

been made or not have been made on the 

same terms, but for you offering to 

subscribe for, or acquiring Offer Shares and 

that the Offer Shares are being acquired for 

bona fide commercial purposes and not as 

part of a scheme or arrangement the main 

purpose of which, or one of the main 

purposes of which, is the avoidance of tax. 

4. No action has been or will be taken in any 

jurisdiction by, or on behalf of, the Company 

which would permit a public offer of Offer Shares 

in any jurisdiction where action for that purpose is 

required, other than the UK, nor has any such 

action been taken with respect to the possession 

or distribution of this document other than in the 

UK. No person receiving a copy of this document 

and any supplementary prospectus filed with the 

FSA or an Application Form in any territory other 

than the UK may treat the same as constituting an 

invitation or offer to him nor should he in any 

event use such Application Form unless, in the 

relevant territory, such an invitation or offer could 

lawfully be made to him or such Application Form 

could lawfully be used without contravention of 

any registration or other legal requirements. It is 

the responsibility of any person outside the UK 

wishing to make an application for Offer Shares to 

satisfy himself as to full observance of the laws of 

any relevant territory in connection therewith, 

including obtaining any requisite governmental or 

other consents, observing any other formalities 

required to be observed in such territory and 

paying any issue, transfer or other taxes required 

to be paid in such territory. The Offer Shares 

have not been nor will be registered under the 

United States Securities Act of 1933, as amended, 

and may not be offered or sold in the United 

States of America, its territories or possessions or 

other areas subject to its jurisdictions (‘‘the USA’’). 

In addition, the Company has not been and will 

not be registered under the United States 

Investment Advisers Act of 1940, as amended. No 

Application Form will be accepted if it bears an 

address or post mark in the USA. 

5. The basis of allocation will be determined by the 

Company (after consultation with BDO LLP) in its 

absolute discretion. It is intended that applications 

will be accepted in the order in which they are 

52

eceived. The Offer will be closed at 12.00 noon 

on 31 May 2011 or as soon as full subscription is 

reached (unless extended by the Board or closed 

earlier at their discretion). The right is reserved, 

notwithstanding the basis so determined, to reject 

in whole or in part and/or scale down any 

application, in particular multiple and suspected 

multiple applications which may otherwise be 

accepted. Application monies not accepted or if 

the Offer is withdrawn or lapses will be returned 

to the applicant in full by means of a cheque, 

posted at the applicant’s risk. 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 Application Procedures set out on 

pages 54 and 55. In particular, but without 

limitation, the Company (after consultation with 

BDO LLP) may accept applications made 

otherwise than by completion of an Application 

Form where the applicant has agreed in some 

other manner to apply in accordance with these 

Terms and Conditions. The Offer is not 

underwritten. The Offer will be suspended if at 

any time the Company is prohibited by statute or 

other regulations from issuing Offer Shares. The 

Offer is for subscription of Offer Shares to raise 

£25,000,000. The Board, however, reserves the 

right to increase the size of the Offer (subject to 

the issue of a supplementary prospectus). 

6. Investors from whom Application Forms are 

received prior to 28 February 2011 or the 

Company raising £3 million under the Offer 

(whichever is the sooner) will receive additional 

Offer Shares equal to 2.0 per cent. of the amount 

subscribed. The total value of additional allocation 

will be reinvested in additional Offer Shares. No 

commission will be paid to intermediaries in 

respect of Offer Shares allotted under this Early 

Investment Incentive. 

7. Save where the context requires otherwise, terms 

defined in this document and any supplementary 

prospectus filed with the FSA bear the same 

meaning when used in these Terms and 

Conditions of Application and in the Application 

Form. 

8. Authorised financial intermediaries who, acting on 

behalf of their clients, return valid Application 

Forms bearing their stamp or full address details 

and FSA number will usually be entitled to receive 

an initial annual commission of either 3.0 per cent. 

or 2.5 per cent. (depending on whether they wish 

to receive trail commission) on the amount 

payable by the applicant in respect of the Offer 

Shares allocated for each such Application Form. 

Authorised financial intermediaries who elect to 

take an initial commission of 2.5 per cent. will, in 

addition, provided they continue to act for their 

client and the client continues to hold such Offer 

Shares, be paid an annual trail commission of 

0.25 per cent. of the sum invested for each such 

Offer Share held by the applicant. 

The annual trail commission will be paid shortly 

after the later of the annual general meeting of 

the Company and, where applicable, the date of 

payment of the final dividend in each year. The 

administration of annual trail commission will be 

managed on behalf of the Company by The City 

Partnership (UK) Limited which will maintain a 

register of intermediaries entitled to annual trail 

commission. The Company shall be entitled to 

rely on a notification from a client that he has 

changed his adviser, in which case, the annual trail 

commission will cease to be payable to the 

original adviser and will be payable to the new 

adviser. No payment of annual trail commission by 

the Company shall be made to the extent that 

the cumulative annual trail commission would 

exceed 1.25 per cent. of the Offer Price of each 

such Offer Share held by the applicant. Authorised 

financial intermediaries should keep a record of 

Application Forms submitted bearing their stamp 

or full address details to substantiate any claim for 

selling commission. 

The City Partnership will collate the Application 

Forms bearing the financial intermediaries’ stamps 

or full address details and calculate the initial 

commission payable which will be paid within 

ten business days of each allotment. 

9. Authorised financial intermediaries may agree to 

waive initial commission in respect of your 

application. If this is the case then the amount of 

your application will be increased by an amount 

equivalent to the amount of commission waived 

and additional Offer Shares allocated to you. 

Lodging of Application Forms and dealing arrangements 

Completed Application Forms with the appropriate 

remittance must be posted or delivered by hand to: 

The City Partnership (UK) Limited, Thistle House, 

21-23 Thistle Street, Edinburgh EH2 1DF. The Offer 

opens on 21 January 2011 and will close at 12.00 noon 

on 5 April 2011 for the tax year 2010/2011 and will 

close at 12.00 noon on 31 May 2011 for the tax year 

2011/2012 (or earlier if fully subscribed or at the 

discretion of the Board). The Board in its absolute 

discretion may also decide to extend the Offer. If you 

post your Application Form, you are recommended to 

use first class post and to allow at least two business 

days for delivery. 

It is expected that dealings in the Offer Shares will 

commence within three Business Days following 

allotment and that share certificates will be despatched 

within seven Business Days of allotment of the Offer 

53

Shares. Allotments will be announced on an appropriate 

Regulatory Information Service. 

Temporary documents of title will not be issued. 

Dealings prior to receipt of share certificates will be at 

the risk of applicants. A person so dealing must 

recognise the risk that an application may not have been 

accepted to the extent anticipated or at all. 

To the extent that any application is not accepted any 

payment will be returned without interest by returning 

the applicant’s cheque or banker’s draft or by sending a 

crossed cheque in favour of the applicant through the 

post, at the risk of the person entitled thereto. 

Application procedures 

Please complete all relevant parts of the Application 

Form in accordance with the instructions in these notes. 

1 Insert (using block capitals) in Box 1 your full 

name, full address, daytime telephone number, 

e-mail address, National Insurance number and 

date of birth. 

2 Insert (in figures) in Box 2 the value of the 

investment you wish to make. Your application 

can be for any amount subject to being a multiple 

of £1,000 and subject to a minimum of £5,000 

and can be for one or both of the 2010/2011 and 

2011/2012 tax years. If a tax year is not indicated 

it will be assumed that the application is for the 

2010/2011 tax year. 

Pin a cheque or banker’s draft to the Application 

Form for the exact amount shown in Box 2. Your 

cheque or banker’s draft must be made payable to 

‘‘Committed Capital VCT plc ’’and crossed 

‘‘A/C Payee only’’. Your payment must relate 

solely to this Subscription. Cheques may be 

presented for payment on receipt. 

Applications under the Offer will be processed 

upon receipt. Applications accompanied by a post 

dated cheque will not be processed until the 

cheque can be presented and will not be treated 

as being received by the Receiving Agent until that 

date. 

Your cheque or banker’s draft must be drawn in 

sterling on an account with a United Kingdom or 

European Union regulated credit institution, and 

which is in the sole or joint name of the investor 

and must bear the appropriate sort code in the 

top right-hand corner. Should you wish to make a 

telegraphic transfer please contact The City 

Partnership (UK) Limited on 0131 243 7210. 

The right is reserved to reject any application in 

respect of which the investor’s cheque or banker’s 

draft has not been cleared on first presentation. 

Any monies returned will be sent by cheque 

crossed ‘‘A/C Payee only’’ in favour of the investor 

without interest. 

Money Laundering Notice – Important 

Procedures for Applications of the Sterling 

equivalent of C15,000 (£13,000 approx) or more. 

The verification requirements of the Money 

Laundering Regulations 2007 will apply and 

verification of the identity of the applicant may 

be required. Failure to provide the necessary 

evidence of identity may result in your 

application being treated as invalid or in a delay 

of confirmation. 

If the application is for the Sterling equivalent of 

C15,000 or more (or is one of a series of linked 

applications the value of which exceeds that 

amount): 

A Verification of the investor’s identity may 

be provided by means of a ‘‘Letter of 

Introduction’’, from an intermediary or 

other regulated person (such as a solicitor 

or accountant) who is a member of a 

regulatory authority and is required to 

comply with the Money Laundering 

Regulations 2007 or a UK or EC financial 

institution (such as a bank). The City 

Partnership (UK) Limited will supply 

specimen wording on request; 

or 

B If an application is made direct (not 

through an intermediary), you must ensure 

that the following documents are enclosed 

with the Application Form: 

1. either a certified copy of your 

passport or driving licence; and 

2. a recent (no more than three 

months old) original bank or building 

society statement, or utility bill, or 

recent tax bill, in your name. 

Copies should be certified by a solicitor or bank. 

Original documents will be returned by post at 

your risk. If a cheque is drawn by a third party, 

the above will also be required from that third 

party. 

3 Sign and date the appropriate statement in Box 3. 

4 Dividends will be paid by cheque sent to the 

Shareholder’s registered address. Alternatively, 

dividends paid in cash may be paid directly into 

bank or building society accounts. In order to 

facilitate this, please complete the mandate form 

in Box 4. 

5 Tick the box in Box 5 if you do not wish your 

personal details to be used by Committed Capital 

Financial Services Limited and The City Partnership 

(UK) Limited to send you information on other 

products or services they offer. 

54

6&7Intermediaries who are entitled to receive 

commission should complete Boxes 6 & 7, giving 

their contact name and address and their FSA 

Number. Please note the intermediaries’ obligation 

to advise their clients of the Risk Factors found on 

pages 6 and 7 of this document. 

8 Initial commission will normally be paid to 

authorised financial intermediaries at a rate of 

3.0 per cent. on the funds invested and no trail or 

2.5% on the funds invested and annual trail 

commission. Authorised financial intermediaries 

who elect to receive 2.5% initial commission will, 

provided that they continue to act for their client 

and the client continues to hold his or her Offer 

Shares, receive annual trail commission at an 

annual rate of 0.25% of the net asset base value 

for each such Share for up to five years up to a 

maximum of 1.25% of the original sum invested. 

Authorised financial intermediaries can waive 

some or all of the initial commission and have it 

invested in additional Offer Shares for their clients. 

Please enter in Box 6 the amount of initial 

commission, if any, you wish to waive. 

If there is no indication in Box 8 of how 

commission is to be treated, initial commission of 

3.0 per cent. and no trail commission will be paid 

to the intermediary identified in Box 8 by direct 

debit to the account information provided in 

Box 8. 

If you are subscribing for Offer Shares to be held 

by you as a nominee, please contact the 

Receiving Agent on 0131 243 7210. 

Frequently Asked Questions 

Q: To whom should I make the cheque payable? 

A: Cheques should be made payable to ‘‘Committed 

Capital VCT plc’’ 

Q: Where should I send my Application Form? 

A: Your application form and cheque should be sent 

to The City Partnership (UK) Limited, Thistle 

House, 21-23 Thistle Street, Edinburgh EH2 1DF. 

Q: What happens after I send in my Application Form? 

A: If The City Partnership has any questions about 

your application it will contact you by telephone 

or email in the first instance so it is important that 

you provide your contact information on the 

Application Form. Applications will be accepted at 

the discretion of the Board, though the Board 

intends to meet applications on a ‘first come, first 

served’ basis. 

55

Q: When can I expect to receive share and tax 

certificates? 

A: The Company’s Registrar, The City Partnership, 

will send share and tax certificates approximately 

seven business days after the allotment of shares. 

Allotments will be announced via a Regulatory 

Information Service. 

56

--------------% ---------------------------------------------------------------------------------------------------------------- 

APPLICATION FORM 

COMMITTED CAPITAL VCT PLC (‘‘THE COMPANY’’) 

Please pin or staple your cheque or banker’s draft here 

Definitions used in the Prospectus (as defined below) apply herein. 

Before completing this Application Form you should read the Terms and Conditions of Subscription and notes on 

how to complete the Application Form. Please send the completed Application Form with your cheque or banker’s 

draft and proof of identity to: 

Committed Capital VCT plc Offer, The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh 

EH2 1DF. 

Cheques should be made payable to ‘‘Committed Capital VCT plc’’ 

The Offer opens on 21 January 2011 and will close at 12.00 noon on 31 May 2011. The Offer may close earlier if 

fully subscribed or may be extended by the Board in its absolute discretion. If tax relief is to be applied for in 

respect of the subscription monies, in the tax year 2010/2011, the closing date shall be 12.00 noon on 5 April 2011. 

Please complete in BLOCK CAPITALS. 

BOX 1 

Title: Mr/Mrs/Miss/Dr/Other 

Forenames: 

Surname(s): 

Address: 

Post Code: 

Email Address: 

Date of Birth: 

Daytime Telephone Number: 

National Insurance Number: 

I wish to subscribe the amount in the Company as set out in Box 2 below or such lesser amount for which this 

subscription will be accepted, on the terms and conditions set out on pages 51 to 53 of the prospectus relating to the 

Offer dated 21 January 2011 (‘‘Prospectus’’). 

BOX 2 

Total Tax year 2010/2011 Tax Year 2011/2012 

£ £ £ 

I enclose a cheque or banker’s draft drawn on a UK clearing bank made payable to ‘‘Committed Capital VCT plc’’ 

BOX 3 

By signing this form I HEREBY DECLARE THAT I have read the terms and conditions of Subscription set out on 

pages 51 to 53 of the Prospectus and agree to be bound by them. I understand this is a long-term investment and 

have read the Risk Factors set out on pages 6 and 7 of the Prospectus and the document as a whole 

Signature 

Date 

57

All dividends on any shares held in the Company may be paid directly into bank and building society accounts. In order 

to facilitate this, please complete the mandate instruction form in Box 4 below. 

Dividends paid directly into your account will be paid in cleared funds on the dividend payment date. Your bank or 

building society statement will identify details of the dividends as well as the dates and amounts paid. 

BOX 4 

Direct 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 the Company to: 

Bank or Building Society reference number and details: 

(1) Sort Code: 

(2) Name of Bank or Building Society: 

Title of Branch: 

Address of the Branch: 

(3) Account Number: 

(Please quote all digits including zeros) 

(4) Signature: 

(5) Date: 

(6) Full Name (BLOCK CAPITALS please): 

(7) Postcode of applicant: 

The Company and The City Partnership (UK) Limited cannot accept responsibility if any details provided by you are 

incorrect. 

BOX 5 

DATA PROTECTION ACT 

Committed Capital Financial Services Limited and The City Partnership (UK) Limited will use the information you give 

for administration, research and statistical purposes. Information provided by you will be held in confidence by 

Committed Capital Financial Services Limited and The City Partnership (UK) Limited and will not be passed on to any 

other product or service companies. Your details may be used by Committed Capital Financial Services Limited and 

The City Partnership (UK) Limited to send you information on other products and services they offer. If you would 

prefer not to receive such information, please tick this box. 

q 

58

--------------% ---------------------------------------------------------------------------------------------------------------- 

Boxes 6 and 7 to be completed by intermediaries only. A FSA Number must be quoted. All intermediaries MUST 

advise their clients of the Risk Factors set out on pages 6 and 7 of the Prospectus. 

BOX 6 

Intermediary Contact Details 

Name: Firm 

Contact: 

Number: FSA 

Address: 

Post Code: 

E-mail Address: 

No: Telephone 

No: Fax 

BOX 7 

Commission Payment Details (to be used if commission is to be paid to a network or other third party) 

Name: 

Contact: 

Address: 

Code: Post 

E-mail Address: 

Clubfinance Ltd 

David Scrivens 

400139 

PO Box 1036 

Hemel Hempstead, Hertfordshire 

HP1 2WU 

contact@clubfinance.co.uk 

01442 217 287 

01442 241 045 

59

;HQ 5 

RF64820 

Printed by Royle Financial Print

Committed Capital Financial Services Limited, 

107 New Bond Street, London, W1S 1ED

To: Mr Phillip Rhoden Esq Clubfinance Ltd P.O. Box 1036 Hemel ...

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