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

40 Edge Performance VCT plc
PART 5: ADDITIONAL INFORMATION
1. Incorporation and general
(a)
(b)
(c)
(d)
The Company, whose legal and financial name is Edge Performance VCT plc, was incorporated and registered
in England and Wales on 8 September 2005 with registered number 05558025 as a public company with
limited liability under the Companies Act 1985 and the G Shares are created under the Companies Act. The
Company was founded by David Glick. Its registered office and its principal place of business is at 1 Marylebone
High Street, London W1U 4LZ; its telephone number is 020 7317 1310. It is domiciled in the United Kingdom.
The Company’s principal object is to carry on the business of a venture capital trust company.
The Company does not have any subsidiaries.
The Manager was, until 16 November 2006, a subsidiary of Edge Performance when Edge Music Limited, a
company now wholly owned by David Glick, Kate Glick and Richard Baskind, exercised an option to acquire
the Company’s interest in the Manager. Until that time the Company held a 51% interest in the Manager with
David Glick holding the remaining 49%. This option was granted by the Company to Edge Music Limited on
3 February 2006 and was exercisable in the event that the Manager became authorised to carry out investment
business by the FSA. David Glick’s total direct and indirect holding in the Manager is 60.11% and Kate Glick’s
is 30%. The Manager received such authorisation on 31 October 2006. In accordance with the terms of the
option instrument, Edge Music Limited paid £1 to exercise the option. The Manager was established to provide
investment management services. Edge Investment Management Limited was incorporated and registered in
England on 13 July 2005 and operates as a limited company with registered number 05507396. Its principal
place of business and registered office is at 1 Marylebone High Street, London W1U 4LZ; its telephone
number is 020 7317 1310.
I:20.4.3
I:5.1.3
I:5.1.4
XV:4.1
2. Share capital
(a) The Company was incorporated with an authorised share capital of £30,050,000 divided into 60,000,000
ordinary shares of 50p each and 50,000 redeemable non-voting preference shares of £1 each (the
“Redeemable Shares”). Two ordinary shares of 50p each were issued, fully paid-up, to David Glick and Kate
Glick.
(b) The Company allotted 49,999 Redeemable Shares on incorporation of which one-quarter was paid-up. The
Redeemable Shares of the Company were redeemed on 19 October 2006.
(c) The authorised and issued fully paid up share capital of the Company at the date of this document and as it is
expected to be on Admission assuming Maximum Subscription (but before taking into account the impact of
the waiver of commission by subscribers’ financial advisers and the early subscription terms described on page
28), is set out below:
Authorised
Issued and fully paid
As at the date of this document Number Amount Number Amount
Ordinary Shares 300,000,000 £30,000,000 - -
C Shares 25,000,000 £2,500,000 13,328,599 £1,332,860
D Shares 60,000,000 £6,000,000 19,228,838 £1,922,884
E Shares 50,000,000 £5,000,000 9,813,732 £981,373
F Shares 60,000,000 £6,000,000 29,611,437 £2,961,144
Deferred Shares 80,000,000 £8,000,000 - -
I:21.1.7
I:21.1.1
III: 9.1
As at the date of Admission Authorised Issued and fully paid
(assuming Maximum Subscription) Number Amount Number Amount
Ordinary Shares 300,000,000 £30,000,000 - -
C Shares 25,000,000 £2,500,000 13,328,599 £1,332,860
D Shares 60,000,000 £6,000,000 19,228,838 £1,922,884
E Shares 50,000,000 £5,000,000 9,813,732 £981,373
F Shares 60,000,000 £6,000,000 29,611,437 £2,961,144
G Shares 60,000,000 £6,000,000 10,000,000 £1,000,000
Deferred Shares 120,000,000 £12,000,000 - -