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					OC TO PU S
APOLLO VCT
VCT MERGER, ENHANCED
BUYBACK FACILITY AND NEW
FUNDRAISING OFFER




                           OVERVIEW BROCHURE
                           JANUARY 2013
 Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




         OV E RV I E W
         This brochure explains Venture Capital Trusts (VCTs) and how they
         can benefit investors, and also details three specific actions being
         taken regarding the Octopus Apollo VCT series:

         • The four Octopus Apollo VCTs* have recently been merged into
           one single VCT, which has been named ‘Octopus Apollo VCT’.

         • An ‘enhanced buyback facility’ is being offered by Octopus
           Apollo VCT for existing investors to allow those who qualify
           to access up to a further 30% income tax relief.

         • An offer of new shares in Octopus Apollo VCT (which qualify
           for VCT tax reliefs) that allows existing investors to increase their
           investment and new investors to subscribe for VCT shares.

         We’ll cover each of these in detail over the course of this brochure.


         *
             Octopus Apollo VCT 1, Octopus Apollo VCT 2, Octopus Apollo VCT 3 and Octopus Apollo VCT 4




         CONTENTS
             OVERVIEW                                                   2         THE VCT INVESTMENT AND EXIT PROCESS   9

             WELCOME TO OCTOPUS                                         3         PORTFOLIO OVERVIEW                    10

             VENTURE CAPITAL TRUSTS                                     4         CASE STUDIES                          11

             OCTOPUS APOLLO VCT                                         5         THE INVESTMENT TEAM AND BOARD         12

             WHY MERGE THE OCTOPUS APOLLO VCTS?                         6         HOW THE TEAM SELECTS INVESTMENTS      13

             WHAT IS AN ENHANCED BUYBACK FACILITY? 7                              THE RISKS                             14

             OPPORTUNITIES FOR NEW INVESTMENT                           8         THE CHARGES                           15




2
                                           Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




W E LCO M E
TO O C TO P U S
Since we established Octopus twelve years ago, we’ve worked hard to
meet the needs of investors through a broad range of innovative
products. Octopus Apollo VCT is no different.

Octopus is one of the UK’s leading specialist fund
management companies, with more than £2.5                         Simon
billion under management. We currently manage                     Octopus
12 VCTs along with a range of other tax-efficient
products and discretionary investment portfolios.
We work on behalf of over 50,000 investors up
and down the UK, in partnership with over 3,000
financial advisers.

At Octopus we care about:
•   Creating innovative products that do
    what we say they will                                     So I hope that you find this brochure clear and easy
                                                              to understand. We always recommend that you seek
•   Providing exceptional customer service                    independent professional advice before you invest in
                                                              any product, but if you do have any questions, or if it
•   Building a team of people that love                       would help to speak to me or one of the fund
    what they do                                              managers, please call us on 0800 294 6828.
We believe a key part of delivering a great                   It’s also really important that you read and fully
customer experience to our investors is being able            understand the separate prospectus document
to explain our products in a straightforward way              issued by Octopus Apollo VCT (under its previous
without relying on technical jargon. We know that             name Octopus Apollo VCT 3), and the risks
by investing with Octopus you are placing your                involved, so that you can decide whether
trust in us, and the better you understand where              participating in the enhanced buyback facility
your money is going, the stronger that trust will be.         and/or the offer is right for you. The risks are
                                                              outlined on page 14 of this brochure and are set
                                                              out in full in the prospectus.




                                                              Simon Rogerson, Octopus CEO




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 Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




         VENTURE
         C A P I TA L T R U S T S
         VCTs are tax-efficient investment vehicles that are actively encouraged
         by the UK government to support the growth of early stage businesses
         – they reward you for investing in the lifeblood of the UK economy.

         WHAT ARE VCTS?
         Venture Capital Trusts were introduced by the                               Mark
         government in 1995 to encourage individuals to                              Octopus
         invest in small UK companies. They are supported
         by a number of tax incentives which reflect the fact
         that investment in smaller and unquoted companies
         is likely to involve a higher degree of risk than
         investment in larger companies, or those traded on
         the main market of the London Stock Exchange.

         WHAT ARE THE BENEFITS?
         The current tax reliefs available for qualifying                        WHO INVESTS IN VCTS?
         investors are:                                                          Higher rates of income tax, pension fund
         •       Up to 30% income tax relief on the                              restrictions and a prevailing uncertain economic
                 amount subscribed*                                              climate have all made tax planning increasingly
                                                                                 important to investors. Even more people are
         •       Tax-free dividends**                                            today seeking investments which reduce their tax
                                                                                 burden and can generate an attractive tax-free
         •       Tax-free capital gains on the disposal of                       return. So it’s no surprise that tens of thousands of
                 shares**                                                        people have invested over £4 billion in VCTs since
                                                                                 they first launched, including over £350 million in
                                                                                 VCTs managed by Octopus.


         *
             Subject to the shares being held for a minimum of five years
             with a maximum investment of £200,000 in VCTs in any tax
             year. The amount of relief you receive cannot exceed your
             income tax liability for that year.

         **
              Subject to a maximum investment of £200,000 in VCTs in
              any tax year.




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                                          Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




O C TO P U S
A P O L LO VC T
We’ve merged the four Octopus Apollo VCTs into a single VCT to deliver
cost savings and other strategic benefits for both existing and new
investors.

WHAT ARE THE OCTOPUS APOLLO VCTS?
Octopus launched four VCTs in the ‘Apollo’ series                Shay
– the first in 2006 and the most recent in 2008 –                Octopus
and has managed them with a capital preservation
mandate ever since. The four original Octopus
Apollo VCTs all had the same investment objective:
to invest in a diversified portfolio of UK smaller
companies in order to generate income and capital
growth over the long-term.

As a single merged VCT, this objective will remain,
and investors now have the opportunity to access             WHY FOUR VCTS IN THE FIRST PLACE?
this mature and diversified portfolio.                       When the separate Octopus Apollo VCTs were
                                                             originally established, VCTs were more restricted
HOW HAVE THEY PERFORMED?
                                                             in the amount they could invest into any one
Six years ago, we launched Octopus Apollo VCTs
                                                             company. Octopus found that many strong
1, 2 and 3. Having qualified for income tax relief,
                                                             companies wanted to raise more money than a
they have delivered the expected return initially set
                                                             single VCT could provide and, therefore, combined
and been able to pay dividends to shareholders.
                                                             the investment from a number of ‘sister’ VCTs in
Octopus Apollo VCTs 1, 2 and 3 were the top
                                                             order to achieve this.
performing VCTs in their peer group for that
period prior to the merger (source: Tax Efficient            As a result the four VCTs were run separately but
Review*). Octopus Apollo VCT 4 launched in                   had materially common portfolios.
2008, has performed well and, prior to the merger,
was on track to deliver the expected return initially        WHAT NOW?
set. The VCTs had, prior to the merger, also made            The VCT rule changes, together with the other
a number of exits and all portfolio companies                cost savings and strategic benefits, were compelling
continue to trade.                                           reasons to merge the Octopus Apollo VCTs. We
                                                             now have an established portfolio and want to
The intention is for Octopus Apollo VCT to                   continue to build on this success for another five
maintain and build on the performance already                years for existing and new investors. Meanwhile,
achieved.                                                    we expect the merger to save costs and so
                                                             enhance returns further still.


As at 2 October 2012
*




                                                                                                                                          5
 Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




         WHY MERGE THE
         O C TO P U S A P O L LO VC Ts ?
         Recent rule changes mean individual VCTs can each invest larger amounts
         of money into single companies. This means that we can now run one
         VCT where we once needed more.

         BENEFITS TO INVESTORS
         Recently, changes have been made to VCT                                     Hugh
         investment limits and size tests (in particular, the                        Octopus
         removal of the £1 million limit that a single VCT
         can invest into a given company per year). As a
         result, we have merged the four Octopus Apollo
         VCTs into one single VCT to achieve a number of
         benefits for investors:
         •    A reduction in annual running costs for the
              single VCT compared to the aggregate annual
              running costs of the separate VCTs
                                                                                 4 have received shares in Octopus Apollo VCT to
         •    The creation of a single VCT with a greater                        replace their original holdings. The merger was
              capital base over which to spread annual                           completed on 27 September 2012.
              running costs
                                                                                 All of the VCTs had the same investment policy, a
         •    Participation in a larger VCT with a more                          number of common investments and were
              diversified portfolio, spreading the risk across a                 managed by Octopus. The merger was, therefore,
              broader range of investments                                       achievable without material disruption to the
                                                                                 combined portfolio of investments. The costs of
         •    Increasing the ability to support follow-on                        the merger are expected to be recovered through
              investments and new investments                                    the anticipated cost savings within 16 months.

         •    The potential to enhance the ability to pay                        NEW INVESTMENT
              dividends and buy back shares in the future, as                    Additionally, because VCT mergers require a full
              well as improve liquidity in the secondary                         prospectus to be produced, they introduce the
              market, as it is hoped that a larger vehicle will                  opportunity to raise additional funds for the
              attract increased interest                                         enlarged single VCT under the same document.
                                                                                 This provides existing and new investors with all
         HOW WAS THE MERGER COMPLETED?                                           the attractive tax incentives associated with VCTs
         Each of Octopus Apollo VCTs 1, 2 and 4 has                              through a diversified and mature portfolio, whilst
         effectively been merged into Octopus Apollo VCT                         providing the VCT with new funds to invest.
         3 (which has been renamed Octopus Apollo VCT).
         Investors in each of Octopus Apollo VCTs 1, 2 and




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                                          Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




W H AT I S A N E N H A N C E D
B U Y B AC K FAC I L I T Y ?
Enhanced buyback facilities allow existing investors to sell their VCT
shares and reinvest in the same VCT, with qualifying investors benefitting
from up to a further 30% income tax relief.

THE OCTOPUS APOLLO VCT
ENHANCED BUYBACK FACILITY                                        Paul
Octopus Apollo VCT is offering an enhanced                       Octopus
buyback facility to all UK shareholders on the
register on 1 October 2012 (this being after the
completion of the merger).

The enhanced buyback facility is subject to each
participating shareholder agreeing to reinvest all
of the proceeds of sale in the subscription for new
shares in the VCT. The purchase will be completed
at a price equal to the most recently published Net          RISKS
Asset Value (NAV) per share at the time of                   The full terms and conditions, risk factors and tax
transaction, and the reinvestment at a price equal           implications of participating in the enhanced
to the most recently published NAV per share at              buyback facility are set out in the prospectus
the time of allotment, divided by 0.95 (representing         referred to earlier. More information is also on
the costs of providing the facility). See page 15 for        page 14 of this brochure.
more details.
                                                             Shareholders are strongly recommended to consult
Eligible shareholders are entitled to participate in
                                                             with their financial adviser before participating in
respect of 50% of their holding, as well as apply for
                                                             the enhanced buyback facility.
any excess capacity available up to 100% of their
shareholding.
                                                             It is important to remember that shares in VCTs
WHAT ARE THE BENEFITS?                                       must be held for five years in order to retain the
The clear benefit is an additional amount of                 upfront income tax relief obtained on original
upfront income tax relief on the reinvestment                investment. Original Octopus Apollo VCT 4
amount for qualifying investors. As with all VCTs,           shareholders should note that they will not have
this relief is up to 30% of the amount invested, up          held their Octopus Apollo VCT shares issued on
to £200,000 invested in VCTs per year (provided              the merger for five years.
that amount of income tax is due to be paid).
                                                             Details of costs are on page 15 of this brochure.




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 Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




         O P P O RT U N I T I E S
         FOR NEW INVESTMENT
         When a VCT merger prospectus is issued, it is also possible to raise
         additional funds into the combined VCT from existing and new investors
         – it’s a great chance to access a mature portfolio.

         REASONS FOR THE OFFER
         In addition to the merger and enhanced buyback                                 Henny
         facility, the opportunity to raise further funds into                          Octopus
         the merged VCT is being taken. Up to £20 million
         of new shares is available to new and existing
         investors, with the potential to raise a further
         £10 million if there is sufficient demand.

         The Board believes that:

         •    This is an advantageous time in the economic
              cycle, with Octopus beginning to see a
                                                                                 RISKS
              strengthening pipeline of investment
                                                                                 The full terms and conditions, risk factors and tax
              opportunities, at a time when prices of assets
                                                                                 implications of participating in the offer are set out
              are still low by historic standards
                                                                                 in the prospectus referred to earlier. More
         •    The changes to the VCT investment limits and                       information is also on page 14 of this brochure.
              size tests provide an opportunity to participate
                                                                                 Shareholders are strongly recommended to consult
              in larger transactions and continue to support
                                                                                 with their financial adviser before participating in
              existing portfolio companies
                                                                                 the offer.
         •    The fixed running costs of the Company will
              be spread over a larger asset base, thereby                        Details of costs are on page 15 of this brochure.
              reducing costs as a percentage of the
              Company’s assets

         TAX BENEFITS TO INVESTORS
         Investors who qualify for VCT tax reliefs can
         benefit from the following:
                                                                                 *
                                                                                     Subject to the shares being held for a minimum of five years
         •    Up to 30% income tax relief on the amount                              with a maximum investment of £200,000 in VCTs in any tax
              subscribed*                                                            year. The amount of relief you receive cannot exceed your
                                                                                     income tax liability for that year.
         •    Tax-free dividends**                                               **
                                                                                      Subject to a maximum investment of £200,000 in VCTs

         •    Tax-free capital gains on the disposal of                               in any tax year.

              shares**




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                                                                     Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




T H E VC T I N V E S T M E N T
AND E XIT PROCESS
VCTs are listed investment vehicles, but, as they are relatively small and
access to buyers is more limited, they aren’t as liquid as mainstream funds
or shares in larger companies.



                                               Investor applies to                                     Qualifying investor              Regular
                                               invest in the VCT                                       obtains upfront tax relief       dividends
 INVESTMENT PHASE




                                                                                                       via their tax return or by       intended to
                                                                                                       changing their PAYE              be paid
                                                                                                       code. Within eight
                                               Octopus processes                                       weeks Octopus sends
                                               application                                             tax and share certificate
                                                                                                       to the investor

                                                                      VCT
                                               VCT allots shares to
                                               the investor and invests
                                               in underlying companies
                                               over three years
                                                                                                       Adviser commission,
                                                                                                       where relevant, paid
MANAGEMENT




                                               Octopus manages
                                               the VCT’s investments
   PHASE




                                               over a five year holding
                                               period after which the
                                               investor’s investment has
                                               qualified to maintain up
                                               front income tax relief




                                               After five years
                                               the intention is to seek to
                                               create liquidity in the
 EXIT / RETENTION PHASE




                                               investment over six
                                               months with three main
                                               options:




                             1                       2                          3


                                 £                        £                         £
                            Investor exits           Investor retains           Potentially an
                          through buyback            investment and          enhanced buyback
                          at net asset value      continues to receive,       facility is offered
                           with a discount,       if payable, dividends
                             typically 10%




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 Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




         P O RT F O L I O
         OV E RV I E W
         The four merged VCTs had the same investment policy and a number of
         common investments, making the overall profile of the merged VCT very
         similar to each of its constituent parts, but with a lower cost base. This is
         a benefit to existing and new investors alike.
         MERGED PORTFOLIO AS AT 31 JULY 2012* (UNAUDITED)
                                                                                            Cost as at                       Valuation as at
                                                                                                             Movement in
              Investee Company                           Sector                           31 July 2012                         31 July 2012
                                                                                                          valuation (£000)
                                                                                               (£000)                                (£000)
              Clifford Thames Group Limited              Automotive software                     6,265              1,503             7,768
              CSL DualCom Holdings Limited               Telecommunications                       6,911                  -            6,911
              BlueBell Telecom Services Limited          Telecommunications                       2,950               325             3,275
              Borro Loan 2 Limited                       Consumer finance                        3,000                   -           3,000
              Winnipeg Heat Limited                      Ground source heat                      2,000                   -           2,000
              Resilient Corporate Services Limited       Solar                                   2,000                   -           2,000
              Technical Software Consultants Limited     Engineering                             2,000                   -           2,000
              Shakti Power Limited                       Solar                                    1,825                  -            1,825
              Hydrobolt Limited                          Manufacturing                           1,000                389             1,389
              Tanganyika Heat Limited                    Ground source heat                      1,000                   -            1,000
              Erie Heat Limited                          Ground source heat                      1,000                   -            1,000
              Sula Power Limited                         Solar                                   1,000                   -            1,000
              Salus Services 2 Limited                   Acquisition vehicle                     1,000                   -            1,000
              Project Tristar Limited                    Business services                         600                395               995
              Aashman Power Limited                      Solar                                     950                   -              950
              Kala Power Limited                         Solar                                     709                   -              709
              Bruce Dunlop & Associates
                                                         Advertising                              2,036            (1,336)              700
              International Limited
              Atlantic Screen International Limited      Media                                     600                   -             600
              Donoma Power Limited                       Solar                                     500                   -             500
              Tonatiuh Trading 1 Limited                 Solar                                     420                   -              420
              Salus Services 1 Holdings Limited          Care homes                                 78                   -               78
              British Country Inns plc                   Leisure                                   100               (50)                50
                                                                                                 37,944             1,226            39,170



         *
             Excluding investments which are valued at nil and without adjustment for realisations,
             further investments and valuation movements after 31 July 2012.




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                                          Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




CASE
STUDIES
The Octopus Apollo VCT portfolio contains a number of smaller
companies that Octopus has had a successful relationship with over the
years. These are strong businesses, with good management teams, that
have survived in a tough economic climate. Here are the top four holdings.
                                                                         *



CLIFFORD THAMES                                              BLUEBELL TELECOM
Clifford Thames is a market leading provider of              Bluebell Telecom is a market-leading provider of
software, consultancy and business outsourcing               telecoms services, helping organisations reduce
services for the automotive industry, and is a key           costs and use their voice and data services more
partner of most of the world’s leading car                   efficiently. This includes a ‘cloud-based’ platform for
manufacturers.                                               managing inbound traffic, allowing companies to
                                                             host telecommunications services on the internet
It’s a well established, customer focused business,          to deliver more cost-effective, reliable and secure
with a strong recurring cashflow and has a solid,            communication systems.
impressive history spanning over 60 years, which is
reflected in its excellent client retention record.          Bluebell has managed to increase its size and
                                                             market share through a programme of structured
The company has offices in eight countries and its           organic growth and acquisition. It has built a
data is used in over 160 countries.                          reputation for supplying the retail, hospitality and
                                                             healthcare sectors.
CSL DUALCOM
CSL pioneered dual-signalling technology for                 BORRO
intruder alarms, where signals are transmitted over          Borro is a provider of short-term consumer loans.
both a traditional fixed telephone line and a                Founded in 2008, Borro revolutionised a traditional
wireless network, in the late 1990s. This is now             industry by becoming the world’s first online
regarded as the standard format for alarm signalling         asset-backed lender. The company provides loans
and is specified by all leading insurance companies.         nationwide, with a customer base across the whole
                                                             of the UK.
The company continues to grow rapidly. Today, CSL
manages the signalling for over 125,000 intruder             Borro lends direct to consumers, taking high value
alarms located in commercial, retail and residential         personal assets as collateral. Borro takes physical
premises across the UK. These are connected to               security over the borrowers’ assets, including fine
alarm receiving centres via its proprietary                  art and antiques, prestige and classic cars, jewellery
communications network, which it has developed in            and watches. Employees in the company’s expert
partnership with Vodafone.                                   valuation team have been recruited from leading
                                                             London and international auction houses including
                                                             Christie’s, Sotherby’s and Bonhams, and have over
                                                             100 years of combined experience.

                                                             *
                                                              The full portfolio is set out in the prospectus.




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 Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




         THE INVESTMENT
         T E A M A N D B OA R D
         Octopus Apollo VCT is run by our experienced fund managers, who are
         always available to talk to you on the phone.


         BENJAMIN DAVIS
         Benjamin is responsible for management of the                               Benjamin
         Apollo and Octopus VCT funds and managing the                               Octopus
         investment team. He has experience across a range
         of sectors including technology, healthcare and
         business services. Prior to joining Octopus, Benjamin
         was at YFM Equity Partners, was an associate
         director at investment bank Interregnum in the
         UK and USA, and worked as a consultant for blue
         chip companies in the UK and New Zealand.

         SHAY RAMALINGAM                                                         THE BOARD
         Shay has worked across a range of sectors including                     Tony Morgan, Matt Cooper, and Christopher Powles
         healthcare, construction and business services.                         comprise the Board of Octopus Apollo VCT along
         Prior to joining Octopus, Shay was an investment                        with Murray Steele who is the Chairman. Each have
         director at Shore Capital and was responsible for                       sat on the Board of earlier Octopus Apollo VCTs
         developing Nomura Private Equity’s investments                          and bring a wealth experience with them gained as
         in healthcare and business services.                                    directors of other companies.

         HUGH COSTELLO                                                           More detail on each member of the Board is
         Hugh’s focus is on providing flexible debt finance to                   included in the Prospectus.
         companies across a range of sectors and working
         with the portfolio. Prior to joining Octopus, Hugh
         invested into private equity funds in Africa and
         worked as a management consultant in New York.

         MARIO BERTI
         Mario heads Octopus’ Specialist Finance team.
         He also chairs the Specialist Finance Investment
         Committee and is responsible for evaluating
         potential investments to ensure they meet the
         funds’ investment mandates. Previously, Mario was
         at Rothschild where he was a board member of
         N M Rothschild Banking and had roles including
         Head of Origination and Head of Structuring
         in the Leverage Finance division.



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                                           Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




H OW T H E T E A M
SELECTS INVESTMENTS
Octopus seeks out companies in which to invest with established
management teams and robust, predictable business models.


We review hundreds of investment opportunities
every year and invest into a handful of UK small to               Mario
medium sized businesses from a variety of sectors                 Octopus
and industries including healthcare, technology and
business services.

The Octopus Apollo VCT provides funding in the
form of ‘senior debt’ and ‘mezzanine finance’. This
means investments have an element of downside
protection, often through fixed and floating charges
over a company’s assets, reducing the risks compared
to a pure equity investment into the same company.            Typically we invest between £2m and £5m, though
                                                              in some cases we will invest more. There are
Often, a minority equity stake will be taken (typically       common themes across all the companies we invest
less than 20%) in the company. The net return to              in. They’ve either got a proven management team, a
equity investors is therefore generally higher than           great track record and/or they’re generating strong
a straightforward debt investment which would                 recurring revenues or have a solid asset base.
simply earn the agreed interest rate even if the
company were to perform exceptionally well.                   We usually take a board seat or board observer role
                                                              on each of our investee companies to enable us to
                                                              monitor the investment closely and effectively.




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     Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




             THE
             RISKS
             Set out below are the key risks associated with an investment under the
             offer or participating in the enhanced buyback facility. Please read the
             prospectus for a full list of the risk factors.

             LIQUIDITY
             It may prove difficult for shareholders to sell their                       Dominique
             shares. In addition, there is no guarantee that the                         Octopus
             market price of the shares will fully reflect their
             underlying NAV or the ability to buy and sell at
             that price. Shares in VCTs normally trade at a
             discount to their NAV.

             Because of this, the VCT will continue to provide a
             buyback service. Typically this is offered at a 10%
             discount to NAV, but this can not be guaranteed.
                                                                                     INVESTMENT RESTRICTIONS
             INVESTMENT PERFORMANCE
                                                                                     The VCT’s ability to obtain maximum value from
             The VCTs will invest in small unlisted companies
                                                                                     its investments may be limited by the VCT rules.
             that, by their nature, are higher risk than larger
                                                                                     Changes in legislation concerning VCTs may
             ‘blue-chip’ companies. Shares in such companies
                                                                                     adversely affect the ability of the VCT to meet its
             may not be publicly traded or freely marketable
                                                                                     objectives.
             and may, therefore, be difficult to realise.
                                                                                     RISK TO CAPITAL
             TAX TREATMENT                                                           The value of shares may go down as well as up and
             Rates of tax, tax benefits and allowances and tax                       shareholders may not receive back the full amount
             consequences are based on current legislation and                       invested. In addition, there is no certainty as to the
             HM Revenue and Customs practice. These may                              level of dividends.
             change from time to time and are not guaranteed.
                                                                                     PAST PERFORMANCE
             Shareholders should note that participation in the                      The past performance of investments made by the
             enhanced buyback facility will be considered, for                       VCT should not be regarded as a guide to the
             tax purposes, as a disposal of shares. Participation                    future performance.
             in the enhanced buyback facility in respect of
             shares which have not been held for five years will,
             therefore, be subject to clawback by HMRC of any
             upfront income tax reliefs obtained on original
             subscription.




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                                           Octopus Apollo VCT merger, enhanced buyback facility and new fundraising offer | January 2013




THE
CHARGES
We believe in being absolutely transparent in our charges. If there is
anything you don’t understand, call us on 0800 294 6828.


INITIAL FEES                                                  ONGOING FEES
An initial fee of 2.5% will be paid to Octopus                Where advice is received, the VCT can facilitate
by the VCT.                                                   annual payments to your adviser (‘ongoing adviser
                                                              charges’) of up to 0.5% of the VCT’s net asset value,
Where advice is received, the VCT can facilitate a            while you continue to hold the shares, for a maximum
payment to your adviser (‘an initial adviser charge’)         of nine years. If you choose to pay your adviser less
of up to 2.5% of your investment amount. If you               than 0.5%, the remaining amount will be used to
choose to pay your adviser less than 2.5%, the                purchase additional shares for you.
remaining amount will be used to purchase additional
shares for you. If you choose to pay your adviser             Where applications are made through a financial
more than 2.5% of your investment amount you                  intermediary but no advice is received, an annual
will need to settle this yourself.                            trail payment of 0.5% of the VCT’s net asset value
                                                              will be available to be paid by the VCT to the
Where applications are made through a financial               intermediary. This payment will be available for
intermediary but no advice is received, an initial            up to nine years provided you continue to
commission of 2.5% of your investment will be                 hold the shares.
available to be paid by the VCT to the intermediary.
                                                              Where applications are made directly (not through
Where applications are made directly (not through             an intermediary), then the VCT will pay Octopus
an intermediary), then the VCT will pay Octopus               an additional ongoing fee of 0.5% per annum
an additional initial fee of 2.5% of your investment.         for up to nine years.




                                                                                                                                           15
 octopusinvestments.com




 IMPORTANT INFORMATION
 This document constitutes a financial promotion
 pursuant to Section 21 of the Financial Services
 and Markets Act 2000 and is issued by Octopus
 Investments Limited which is authorised and
 regulated by the Financial Services Authority.

 Your attention is drawn to the risk factors set out
 on page 14. Nothing in this document should be
 regarded as constituting legal, taxation, investment,
 or other advice and prospective investors are
 advised to consult their own professional advisers
 before contemplating any investment under
 the offer or participation in the enhanced
 buyback facility.

 Any decision to invest under the offer or participate
 in the enhanced buyback facility should be made
 on the basis of the information contained in the
 prospectus issued by Octopus Apollo VCT plc
 (under its previous name Octopus Apollo VCT 3 plc).




Please contact us on        or email us at                20 Old Bailey
0800 294 6828               info@octopusinvestments.com   London EC4M 7AN   Octopus_UK
1731-23-VCT-1012

				
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