Ventus VCT plc and Ventus 2 VCT plc - The Tax Shelter Report

Listing
Application will be made to the UK Listing Authority and the London Stock Exchange for the ‘C’ Shares to be admitted to the Official List of the
UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities. All ‘C’ Shares for each Company will be
issued in registered form, will be transferable and will rank pari passu in all respects with each other. Application will be made for the ‘C’ Shares
to be admitted to the CREST system and it is anticipated that ‘C’ Shareholders will be able to hold their ‘C’ Shares in certificated or uncertificated
form. In the case of applicants requesting share certificates, it is intended that definitive shares certificates will be despatched within fifteen
business days of allotment. Prior to despatch of definitive share certificates, transfers will be certified against the register. No temporary
documents of title will be issued. In the case of applicants requesting ‘C’ Shares in uncertificated form, it is expected that the ‘C’ Shares will
be issued in uncertificated form within 10 business days of allotment. The Registrars will instruct Euroclear to credit the appropriate electronic
stock accounts of such persons with entitlements to ‘C’ Shares with effect from those days.
Notwithstanding any other provision of this document, the Companies reserve the right to allot and issue any ‘C’ Shares in certificated form.
In normal circumstances, the right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part
of CREST), or on the part of the facilities and systems operated by the Registrars in connection with CREST. This right may also be exercised
if the correct details (such as Participant ID and Member Account ID details) are not provided as requested on the Application Form.
Introductory Commission
Introductory commission is being offered to authorised financial intermediaries either at a one-off rate of 3% on the value of successful
applications submitted through them, or at an initial introductory rate of 2% on the value of successful applications submitted through them
together with further annual trail commission for four years at the rate of 0.4% per annum of the subscription amount of successful applications
submitted through them and in respect of which investors continue to hold such ‘C’ Shares. The additional commission will also cease to be
payable if the appointment of CCC as Manager is terminated. All or part of the initial introductory commission may be waived and used to
satisfy an additional allotment of ‘C’ Shares.
Total Costs
The costs of the Offers (including introductory commission) are fixed at 5.5% of funds raised.
Category of Potential Investors
A typical investor for whom the Offers are designed is an individual (a retail investor) who is a UK income taxpayer over 18 years of age with
an investment range of between £3,000 and £200,000 per tax year who considers the investment policy as detailed in Part I of this document
to be attractive. Investment in a VCT may not be suitable for all investors and should be considered as a medium to long-term investment.
Before deciding whether to apply for ‘C’ Shares under the terms of the Offers you are recommended to consult an independent adviser
authorised under FSMA.
SECTION B: FINANCIAL INFORMATION ON VENTUS AND VENTUS 2
Audited financial information on Ventus and Ventus 2 is published in the annual reports for the years ended 28 February 2007, 29 February 2008
and 28 February 2009 and unaudited information in the interim report for the six month period ended 31 August 2008 and 31 August 2009.
These annual reports were audited by Baker Tilly Audit UK LLP of 2 Bloomsbury Street, London, WC1B 3ST. All reports were without qualification
and contained no statements under section 237(2) or (3) of the CA 1985.
The annual reports for the year ended 28 February 2007 referred to above were prepared in accordance with UK generally accepted accounting
practice (GAAP), the fair value rules of the Companies Acts and the Statement of Recommended Practice ‘Financial Statements of Investment
Trust Companies’. The annual reports for the years ended 29 February 2008 and 28 February 2009 referred to above were prepared in
accordance with IFRS, the fair value rules of the Companies Acts and the Statement of Recommended Practice ‘Financial Statements of
Investment Trust Companies’. The annual reports contain a description of the relevant company’s financial condition, changes in financial
condition and results of operation for each relevant financial year and, together with the interim reports referred to, are being incorporated by
reference and can be accessed at the following website:
www.ventusvct.com
and are available for inspection at the FSA’s document viewing facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this
document.
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