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

More documents

Recommendations

Info

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. <strong>To</strong> 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: Committed Capital Financial Services Limited 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
Page 1 and 2: To: Mr Phillip Rhoden Esq Clubfinan
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 46 and 47: (c) (d) conflicts of interest, whic
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
Page 60 and 61:
--------------% -------------------
Page 62 and 63:
--------------% -------------------
Page 67:
RF64820 Printed by Royle Financial
show all

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

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?