EDGE_G_4 12-59-34_Layout 1 - The Tax Shelter Report

28 Edge Performance VCT plc
PART 2: INFORMATION RELATING TO THE G SHARES AND THE OFFER
Reasons for Offer and use of proceeds
10,000,000 G Shares are being offered to the UK public at an offer price of 100p per G Share. The Offer is being made
to raise funds for the Company to invest in businesses in the entertainment industry. The estimated total net proceeds of
the Offer (assuming Maximum Subscription and after expenses, other than the impact of the issue of additional G Shares
under the early subscription incentive arrangements) are £9,450,000. It is intended that these funds will be used: in
investing in businesses as described above and in investing in non-Qualifying Investments in accordance with the
Company’s investment policy as set out on pages 23 and 24. The Offer is not being underwritten. If the Offer is, or in the
opinion of the Directors is likely to be, over-subscribed, it may be increased at the discretion of the Directors to no more
than 30,000,000 G Shares. The over-allotment facility may be utilised while the Offer remains open.
If 10,000,000 G Shares are issued pursuant to the Offer, the net assets of Edge Performance will be increased by
£9,450,000, before taking into account the impact of the waiver of commission by the subscribers’ advisers and the
issue of additional G Shares under the early subscription incentive arrangements described below.
If the Directors exercise their discretion to increase the number of G Shares that are the subject of the Offer to
30,000,000, the net assets of Edge will be increased by £28,350,000, before taking into account the impact of the
waiver of commission by the subscribers’ advisers and the issue of additional G Shares under the early subscription
incentive arrangements described below.
III:5.1.2.
III:3.4
III:4.4
III:5.3.1
III:5.4.3
III:5.2.5(a-c)
Costs of the Offer
The initial costs of the Offer are 5.5%; this includes an initial commission to authorised financial intermediaries of 3% on
the value of successful applications, or (where an intermediary elects to receive trail commission) an initial commission of
2.25%. The commission will normally be paid to authorised financial intermediaries on successful applications submitted
through them. The trail commission will be paid to authorised financial intermediaries at the rate of 0.375% per annum
for up to four years on the subscription price of successful applications which are submitted through them and in respect
of which the applicant continues to hold G Shares as at 30 April in each year, from 30 April 2012 until (and including) 30
April 2015.
Interest earned on subscriptions pending allotment will be paid to the Company following allotment.
III:8.1
Timetables
The Offer will remain open for subscription until 5.00pm on 5 April 2011 for applications in respect of the 2010/11 tax
year and until 3.00pm on 3 June 2011 (or such other dates as may be determined by the Directors) for applications in
respect of the 2011/12 tax year (the “Closing Date”). The Directors reserve the right to accept applications and issue G
Shares at any time prior to 3 June 2011 or such other date which they may, at their discretion, determine. The Directors
also reserve the right to extend or increase the Offer.
The Offer may close before the dates stated above if the Maximum Subscription is achieved before those dates. It is
expected that dealings will commence within 20 business days of the relevant allotment.
III:5.1.3
III:5.2.3(g)
III:6.1
Application procedure
The Directors in their absolute discretion will determine the basis of allocation of the G Shares but expect to allocate on
a first come/first served basis. Successful applicants whose applications for G Shares are received:
• by 31 December 2010 will receive 30 additional G Shares for every 1,000 G Shares subscribed for;
• after 31 December 2010 but by 31 January 2011 will receive 20 additional G Shares for every 1,000 G Shares
subscribed for;
• after 31 January 2011, but by 28 February 2011 will receive 10 additional G Shares for every 1,000 G Shares
subscribed for.
Additionally, successful applicants who are Shareholders as at the date of this Prospectus, and whose applications for G
Shares are received by 28 February 2011, will receive 20 additional G Shares for every 1,000 G Shares subscribed for.
The Directors reserve the right, in their absolute discretion, to vary or terminate the incentive arrangements referred to in
the preceding two paragraphs at any time prior to the closing of the Offer.
III:5.1.8
III:5.2.3