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

44 Edge Performance VCT plc
(f)
(g)
(h)
(i)
(j)
(k)
Suspension of rights
If a member or any other person appearing to be interested in shares held by such member (and the holding
represents more than 0.25% of the issued shares of that class) has been duly served with notice under section
793 of the Companies Act 2006and is in default in supplying to the Company within 14 days (or such longer
period as may be specified in such notice) the information thereby required, then the Directors may, in their
absolute discretion refuse to register a transfer in respect of the shares which are the subject of such notice.
Also, where the holding represents more than 0.25% of the issued shares of that class, the payment of
dividends may be withheld. In addition, if a member or any other person appearing to be interested in shares
held by such member has been duly served with notice under section 793 of the Companies Act 2006 and is
in default in supplying the Company within 14 days (or such longer period as may be specified in such notice)
or if a member has any cash or other sum payable by him to the Company payable but unpaid, such member
shall not, unless the Directors determine otherwise, be entitled to be present or vote at general meetings of
the Company.
Conversion of Ordinary Shares
The Ordinary Shares are convertible on a specified date, into such number of C Shares (“Conversion C Shares”)
and Deferred Shares as is determined by reference to the ratio of the net asset value (“NAV”) per Ordinary
Share to the NAV per C Share (the “conversion ratio”) on the relevant date (“conversion”). Upon completion of
the conversion, the aggregate number of Conversion C Shares shall equal the number of Ordinary Shares in
issue on the relevant date multiplied by the conversion ratio, and each Ordinary Share which does not convert
into a Conversion C Share converts into one Deferred Share. The Conversion C Shares rank pari passu with
the C Shares.
Conversion of C Shares
The C Shares are convertible on a specified date, into such number of D Shares (“Conversion D Shares”) and
Deferred Shares as is determined by reference to the ratio of the net asset value (“NAV”) per C Share to the
NAV per D Share (the “conversion ratio”) on the relevant date (“conversion”). Upon completion of the
conversion, the aggregate number of Conversion D Shares shall equal the number of D Shares in issue on
the relevant date multiplied by the conversion ratio, and each C Share which does not convert into a Conversion
D Share converts into one Deferred Share. The Conversion D Shares rank pari passu with the D Shares.
Conversion of D Shares
The D Shares are convertible on a specified date, into such number of E Shares (“Conversion E Shares”) and
Deferred Shares as is determined by reference to the ratio of the net asset value (“NAV”) per D Share to the
NAV per E Share (the “conversion ratio”) on the relevant date (“conversion”). Upon completion of the conversion,
the aggregate number of Conversion E Shares shall equal the number of E Shares in issue on the relevant
date multiplied by the conversion ratio, and each D Share which does not convert into a Conversion E Share
converts into one Deferred Share. The Conversion E Shares rank pari passu with the E Shares.
Conversion of E Shares
The E Shares are convertible on a specified date, into such number of F Shares (“Conversion F Shares”) and
Deferred Shares as is determined by reference to the ratio of the net asset value (“NAV”) per E Share to the
NAV per F Share (the “conversion ratio”) on the relevant date (“conversion”). Upon completion of the conversion,
the aggregate number of Conversion F Shares shall equal the number of E Shares in issue on the relevant
date multiplied by the conversion ratio, and each E Share which does not convert into a Conversion F Share
converts into one Deferred Share. The Conversion F Shares rank pari passu with the F Shares.
Return of capital
Subject to any preferred, deferred or other special rights, or subject to such conditions or restrictions to which
any shares in the capital of the Company may be issued, on a winding-up or other return of capital, (1) the
holders of Ordinary Shares are entitled to share in any surplus assets pro rata to the amount paid up on their
Ordinary Shares, (2) the holder of C Shares are entitled to share in any surplus assets pro rata to the amount
paid up on their C Shares, (3) the holders of D Shares are entitled to share in any surplus assets pro rata to
the amount paid up on their D Shares, (4) the holders of E Shares are entitled to share in any surplus assets
pro rata to the amount paid up on their E Shares, and (5) the holders of F Shares are entitled to share in any
surplus assets pro rata to the amount paid up on their F Shares. A liquidator may, with the sanction of an
extraordinary resolution of the Company and any other sanction required by the Companies Act, divide amongst
the members in specie or in kind the whole or any part of the assets of the Company, those assets to be set
at such value as he deems fair. A liquidator, with the authority of an extraordinary resolution, may also vest the
whole or any part of the assets of the Company in trustees on trusts for the benefit of the members.
I:21.2.6
I::21.2.7