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

PART 2: DEFINITIONS
“Admission”
“AIM”
“Annual Running Costs”
“Articles”
“Boards” or “Directors”
“Business Days”
the date on which the Offer Shares are allotted pursuant to the Offers (as applicable)
are listed on the Official List of the UK Listing Authority and
AIM, the market of that name operated by the London Stock Exchange
annual costs and expenses incurred by the relevant Company in the ordinary course of
its business (including irrecoverable value added tax but excluding any amount payable
in respect of the Performance Incentive Fees)
the articles of association of the relevant Company, as amended from time to time
the board of directors of the Companies
any day (other than a Saturday) on which clearing banks are open for normal banking
business in sterling
“‘C’ Shares” ‘C’ ordinary shares of 25 pence each in the capital of Ventus and Ventus 2
“CA 1985” Companies Act 1985
“CA 2006” Companies Act 2006
“CCC” or “Manager”
Climate Change Capital Limited, the investment manager to the Companies, of 3 More
London Riverside, London, SE1 2AQ
“Companies Act” CA 1985 and/or CA 2006
“Companies” Ventus and Ventus 2
“EEA States”
the member states of the European Economic Area
“FSA”
the Financial Services Authority
“FSMA” the Financial Services and Markets Act 1986
“Full Consent”
receipt of all material approvals, permits, licences and agreements necessary in order
for a renewable energy development to be legally built and operated over an agreement
period of time at an agreed location, including (but not limited to) planning permission
and associated agreement of planning conditions, a grid interconnection agreement,
landowner agreements and use of public highway agreements
“Fully Consented Project”
a renewable energy development with Full Consent
“HMRC”
Her Majesty’s Revenue & Customs
“Howard Kennedy”
Howard Kennedy, which is authorised and regulated by the Financial Services Authority,
is a UKLA registered sponsor and is a member of the London Stock Exchange
“ICTA 1988”
Income and Corporation Taxes Act 1988, as amended
“ITA 2007”
Income Tax Act 2007, as amended
“Listing Rules”
the listing rules of the UKLA
“London Stock Exchange”
London Stock Exchange plc
“NAV” or “net asset value”
net asset value
“Offers”
the joint offers for subscription by Ventus and Ventus 2 as described in this document
“Offer Shares”
the new ’C’ Shares to be issued pursuant to the Offers
“Official List”
the official list of the UKLA
“Ordinary Shares”
ordinary shares of 25 pence each in the capital of the Companies
“Performance Incentive Fees”
fees payable to the Manager in the event that certain target returns are achieved, as
further described on page 18.
“PPA”
a power purchase agreement for the sale of electricity and associated benefits between
an investee company and a purchaser of electricity
“Prospectus” the prospectus issued by Ventus and Ventus 2 dated 8 February 2010
“Prospectus Rules”
the prospectus rules of the FSA
“Qualifying Company” a company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007
“RO”
The obligation of licensed electricity suppliers to supply a specified and growing
proportion of their electricity sales from renewable sources, as set out in The Renewables
Obligation Order 2002 (S.I 914/2002) and the Renewables Obligation Order 2009 (S.I
785/2009) in respect of England and Wales and The Renewables Obligation (Scotland)
Order 2002 (Scottish S.I. 163/2002) in respect of Scotland (as amended)
“Shareholder”
a holder of Shares
“Shares”
Ordinary Shares and ‘C’ Shares (and each a “Share”)
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