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

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(c) (d) conflicts of interest, which have been disclosed to the Company in the agreement referred to above. An administration agreement dated 21 January 2011, between the Company (1) 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 21 January 2011, between the Company (1) 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
Page 1 and 2: To: Mr Phillip Rhoden Esq Clubfinan
Page 4 and 5: This document, comprising a prospec
Page 6 and 7: SUMMARY This summary conveys the es
Page 8 and 9: n n Although the Shares will be adm
Page 10 and 11: n n n n particular, markets for sma
Page 12 and 13: LETTER FROM THE CHAIRMAN Directors:
Page 14 and 15: of UK capital gains tax. Further de
Page 16 and 17: Track Record The Committed Capital
Page 18 and 19: Stock Exchange’s Alternative Inve
Page 20 and 21: standing to the credit of the reser
Page 22 and 23: PART FOUR: MANAGEMENT AND ADMINISTR
Page 24 and 25: Reporting Date Year end Announcemen
Page 26 and 27: (ii) Loss of provisional approval I
Page 28 and 29: PART SIX: ADDITIONAL INFORMATION 1.
Page 30 and 31: (e) (f) (g) (h) commission, discoun
Page 32 and 33: (k) The Directors are currently or
Page 34 and 35: (ii) (2) On a return of assets (exc
Page 36 and 37: (v) (vi) such quorum is present or
Page 38 and 39: (e) on the register at the date at
Page 40 and 41: lender and a Group company as hirer
Page 42 and 43: (ii) (iii) if his vote had not been
Page 44 and 45: (i) (ii) such share from the member
Page 48 and 49: 10. Investment Restrictions (a) The
Page 50 and 51: (o) (p) (q) (r) (s) (t) calculation
Page 52 and 53: PART EIGHT: DEFINITIONS The followi
Page 54 and 55: PART NINE: TERMS AND CONDITIONS OF
Page 56 and 57: eceived. The Offer will be closed a
Page 58 and 59: 6&7Intermediaries who are entitled
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Page 67: RF64820 Printed by Royle Financial

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

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