Downing Planned Exit VCT 2 - G Shares - The Tax Shelter Report

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PartVI–TermsandConditionsofApplication 1. In these Terms and Conditions of Application, the expression "Prospectus"meansthisdocument,theRegistrationDocument andtheSummary,eachdated10January2013.Theexpression "Application Form" means the application form for use in accordance with these Terms and Conditions of Application. Savewherethecontentotherwiserequires,thetermsusedin the Application Form bear the same meaning as in the Prospectus. 2. Therightisreservedtorejectanyapplicationortoacceptany applicationinpartonly.Multipleapplicationsarepermitted.If any application is not accepted, or if any contract created by acceptance does not become unconditional, or if any application is accepted for fewer G Shares than the number appliedfor,orifinanyothercircumstancesthereisanexcess paymentinrelationtoanapplication,theapplicationmoniesor the balance of the amount paid or the excess paid on applicationwillbereturnedwithoutinterestbypostattherisk of the Applicant. In the meantime application monies will be retainedintheCompany'sbankaccount. 3. You may pay for your application for G Shares by cheque or bankers'draftsubmittedwiththeApplicationForm. 4. The contract created by the acceptance of applications in respectofthefirstallotmentofGSharesundertheOfferswill beconditionalon: (a) theMinimumSubscriptionbeingreceivedby3.00p.m.onthe5 April2013; (b) allresolutionsbeingpassedattheCompany'sGeneralMeeting to be held on 6 March 2013 or at a subsequent meeting, if adjourned;and (c) admissionoftheGShares(inrespectofsuchfirstallotmentof Shares)beinggrantednotlaterthan5:00p.m.on7May2013. Iftheconditionsarenotmet,theOfferswillbewithdrawnand subscriptionmonieswillbereturnedtoInvestorswithinseven days of 7 May 2013, at their own risk, without interest. The Offersarenotunderwritten. 5. BycompletinganddeliveringanApplicationForm,you: (a) offertosubscribefortheamountspecifiedonyourApplication Form plus any commission waived for extra shares or any smallersumforwhichsuchapplicationisacceptedattheOffer Price, the Prospectus, these Terms and Conditions of Application, the memorandum ofassociation of the Company anditsArticles; (b) acknowledgethat,ifyoursubscriptionisaccepted,youwillbe allocated such number of G Shares as determined by the PricingFormula; (c) authorise your financial adviser, or whoever he or she may direct, the Registrar or the Company to send a document of titlefor,orcredityourCRESTaccountinrespectof,thenumber of G Shares for which your application is accepted, and/or a crossedchequeforanymoniesreturnable,bypostatyourrisk toyouraddressassetoutonyourApplicationForm; (d) agreethatyour application may notberevokedandthatthis paragraph constitutes a collateral contract between you and theCompanywhichwillbecomebindingupondespatchbypost or delivery of your duly completed Application Form to the Companyortoyourfinancialadviser; (e) warrant that your remittance will be honoured on first presentation and agree that, if such remittance is not so honoured,youwillnotbeentitledtoreceivesharecertificates fortheGSharesappliedforortoenjoyorreceiveanyrightsor distributions inrespect of such G Shares unless and until you make payment in cleared funds for such G Shares and such paymentisacceptedbytheCompany(suchacceptanceshallbe in its absolute discretion and may be on the basis that you indemnify it against all costs, damages, losses, expenses and liabilitiesarisingoutoforinconnectionwiththefailureofyour remittance to be honoured on first presentation) and that at anytimepriortounconditionalacceptancebytheCompanyof such late payment in respect of such G Shares, the Company may(withoutprejudicetoitsotherrights)treattheagreement toallotsuchGSharesasvoidandmayallotsuchGSharesto some other person, in which case you will not be entitled to anyrefundorpaymentinrespectofsuchGShares(otherthan returnofsuchlatepaymentatyourriskandwithoutinterest); (f) agree that all cheques and bankers' drafts may be presented for paymentontheduedatesandanydefinitivedocumentoftitleand anymoniesreturnabletoyoumayberetainedpendingclearanceof your remittance and the verification of identity required by the ML Regulationsandthatsuchmonieswillnotbearinterest; (g) undertake to provide satisfactory evidence of identity within such reasonable time (in each case to be determined in the absolute discretion of the Company and the Sponsor) to ensure compliance withtheMLRegulations; (h) agree that, in respect of those G Shares for which your application has been received and processed and not rejected, acceptance of your application shall be constituted by the Company instructing DowningortheRegistrartoenteryournameontheshareregister; (i) agree that all documents in connection with the Offer and any returnedmonieswillbesentatyourriskandmaybesenttoyouat youraddressassetoutintheApplicationForm; (j) agreethat,havinghadtheopportunitytoreadtheProspectus,you shall be deemed to have had notice of all information and representationsincludingtheriskfactorscontainedtherein; (k) confirmthat(saveforadvicereceivedfromyourfinancialadviser)in makingsuchapplicationyouarenotrelyingonanyinformationand representationotherthanthosecontainedintheProspectusandyou accordinglyagreethatnopersonresponsiblesolelyorjointlyforthe Prospectusoranypartthereoforinvolvedinthepreparationthereof will have any liability for any such other information or representation; (l) agreethatallapplications,acceptancesofapplicationsandcontracts resulting therefrom under the Offers shall be governed by and construedinaccordancewithEnglishLawandthatyousubmittothe jurisdictionoftheEnglishCourtsandagreethatnothingshalllimitthe rightoftheCompanytobringanyaction,suitorproceedingsarising out of or in connection with any such applications, acceptances of applicationsandcontractsinanyothermannerpermittedbylawor inanycourtofcompetentjurisdiction; (m) irrevocablyauthorisetheCompany,theRegistrarorDowningorany other person authorised by any of them, as your agent, to do all thingsnecessarytoeffectregistrationofanyGSharessubscribedby orissuedtoyouintoyournameandauthoriseanyrepresentativesof the Company, the Registrar or Downing to execute any documents required therefore and to enter your name on the register of membersoftheCompany; (n) agree to provide the Company with any information which it may request in connection with your application or to comply with the VCT Regulations or other relevant legislation (as the same may be amendedfromtimetotime)includingwithoutlimitationsatisfactory evidenceofidentitytoensurecompliancewiththeMLRegulations; (o) warrantthat,inconnectionwithyourapplication,youhaveobserved the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connectionwithyourapplicationinanyterritoryandthatyouhave not taken any action which will or may result in the Company, Downing or the Sponsor acting in breach of the regulatory or legal requirements of any territory in connection with the Offer or your application; (p) confirmthatyouhavereadandcompliedwithparagraph6below; (q) confirm that you have reviewed the restrictions contained in paragraph7below; (r) warrantthatyouarenotundertheageof18years; (s) warrant that, if the laws of any territory or jurisdiction outside the United Kingdom are applicable to your application, you have compliedwithallsuchlawsandnoneoftheCompany,Downing or theSponsororanyoftheirrespectiveagentswillinfringeanylawsof anysuchterritoryorjurisdictiondirectlyorindirectlyasaresultorin consequenceofanyacceptanceofyourapplication; (t) agreethatDowningandtheSponsorareactingfortheCompanyin connectionwiththeOfferandfornooneelseandthattheywillnot treat you as their customer by virtue of such application being accepted or owe you any duties or responsibilities concerning the priceofGSharesorconcerningthesuitabilityofGSharesforyouor beresponsibletoyoufortheprotectionsaffordedtotheircustomers; 17
(u) warrant that if you sign the Application Form on behalf of somebody else or yourself and another or others jointly or a corporation you have the requisite power to make such investmentsaswellastheauthoritytodosoandsuchperson willalsobeboundaccordinglyandwillbedeemedalsotohave given the confirmations, warranties and undertakings contained in these terms and conditions of application and undertake (save in the case of signature by an authorised financialadviseronbehalfoftheInvestor)toencloseapower ofattorneyoracopythereofdulycertifiedbyasolicitorwith theApplicationForm; (v) warrantthatyouarenotsubscribingfortheGSharesusinga loanwhichwouldnothavebeengiventoyouoranyassociate, ornotgiventoyouonsuchfavourableterms,ifyouhadnot beenproposingtosubscribefortheGShares; (w) warrantthattheGSharesarebeingacquiredbyyouforbona fide investment purposes and not as part of a scheme or arrangement the main purpose of which, or one of the main purposesofwhich,istheavoidanceoftax.Obtainingtaxreliefs given under the applicable VCT legislation is not of itself tax avoidance; (x) warrantthatyouarenota"USperson"asdefinedintheUnited States Securities Act of 1933 (as amended) nor a resident of Canada and that you are not applying for any G Shares on behalfoforwithaviewtotheiroffer,saleordelivery,directly orindirectly,toorforthebenefitofanyUSpersonorresident ofCanada;and (y) warrantthattheinformationcontainedintheApplicationForm isaccurate. 6. NopersonreceivingacopyoftheProspectus,oranApplication Form,inanyterritoryotherthantheUnitedKingdommaytreat the same as constituting an invitation or offer to him or her, nor shouldhe or she in any event use such ApplicationForm unless, in the relevant territory, such an invitation or offer couldlawfullybemadetohimorherorsuchApplicationForm could lawfully be used without contravention of any registrationorotherlegalrequirements.Itistheresponsibility ofanypersonoutsidetheUnitedKingdomwishingtomakean applicationhereundertosatisfyhimselforherselfastothefull observanceofthelawsofanyrelevantterritoryinconnection therewith, including obtaining any requisite governmental or otherconsents,observinganyoftheformalitiesrequiringtobe observed in such territory and paying any issue, transfer or othertaxesrequiredtobepaidinsuchterritory. 7. TheGShareshavenotbeenandwillnotberegisteredunderthe United States Securities Act 1933, as amended, or under the securities laws of any state or other political subdivision of the UnitedStates,andmaynotbeofferedorsoldintheUnitedStates ofAmerica,itsterritoriesorpossessionsorotherareassubjecttoits jurisdiction(the"USA").Inaddition,theCompanyhasnotbeenand willnotberegisteredundertheUnitedStatesInvestmentCompany Actof1940,asamended.TheManagerwillnotberegisteredunder theUnitedStatesInvestmentAdviserActof1940(asamended).No applicationwillbeacceptedifitbearsanaddressintheUSA. 8. This application is addressed to the Company and the Sponsor. TherightsandremediesoftheCompanyandtheSponsorunder theseTermsandConditionsofApplicationareinadditiontoany rightsandremedieswhichwouldotherwisebeavailabletoeither of them, and the exercise or partial exercise of one will not preventtheexerciseofothers. 9. ThedatesandtimesreferredtointheseTermsandConditionsof ApplicationmaybealteredbytheCompanywiththeagreement oftheSponsor. 10. Intermediarieswhohavenotprovidedpersonalrecommendationsor advice to UK retail clients on the Offer Shares and who, acting on behalf of their clients, return valid Application Forms bearing their stamp and FSA number may be entitled to commission on the amountpayableinrespectoftheOfferSharesallocatedforeachsuch Application Form at the rates specified in the paragraph headed "Commission"inPartVIIofthisdocument.Intermediariesmayagree to waive part or all of their initial commission in respect of an application for Shares under the Offers. If this isthe case, then the offer charges will be adjusted, in accordance with the Pricing Formula. Intermediaries should keep a record of Application Forms submitted bearing their stamp to substantiate any claim for their commission. 11. Thesectionheaded"NotesonApplicationForm"formspartofthese TermsandConditionsofApplication. 12. It is a condition of the Offers to ensure compliance with the ML Regulations.Downingisthereforeentitledtorequire,atitsabsolute discretion, verification of identity from any Applicant including, withoutlimitation,anypersonwhoeither(i)tenderspaymentbyway ofachequeorbankers'draftdrawnonanaccountinthenameofa personorpersonsotherthantheApplicantor(ii)appearstoDowning tobeactingonbehalfofsomeotherperson.Pendingtheprovisionof evidencesatisfactorytoDowningastotheidentityoftheApplicant and/or any person on whose behalf the Applicant appears to be acting,Downingmay,initsabsolutediscretion,retainanApplication FormlodgedbyanApplicantand/orthechequeorotherremittance relatingtheretoand/ortheRegistrarmaynotentertheApplicanton theregisterofmembersorissueanysharecertificatesinrespectof suchapplication.Ifverificationofidentityisrequired,thismayresult in delay in dealing with an application and in rejection of the application. The Company reserves the right, in its absolute discretion, for it or Downing to reject any application in respect of which Downing considers that, having requested verification of identity,ithasnotreceivedevidenceofsuchidentitysatisfactorytoit by such time as was specified in the request for verification of identityorinanyeventwithinareasonableperiod.Intheeventofan application being rejected in any such circumstances, the Company reserves the right in its absolute discretion, but shall have no obligation, to terminate any contract of allotment relating to or constituted by such Application Form (in which event the money payableorpaidinrespectoftheapplicationwillbereturned(without interest) to the account of the drawee bank from which such sums were originally debited) and/or to endeavour to procure other subscribers for the G Shares in question (but in each case without prejudicetoanyrightstheCompanymayhavetotakeproceedingsto recoverinrespectoflossordamagesufferedorincurredbyitasa result of the failure to produce satisfactory evidence as aforesaid). ThesubmissionofanApplicationFormwillconstituteanundertaking bytheApplicanttoprovidepromptlytoDowningsuchinformationas may be specified by it as being required for the purpose of the MLRegulations. 13. Therightisalsoreservedtotreatasvalidandbindinganyapplication notcomplyingfullywiththeseTermsandConditionsofApplicationor notinallrespectscomplyingwiththeNotesonApplicationForm.In particular, but without limitation, the Company may accept applications made otherwise than by completion of an Application Form where the Applicant has agreed in some other manner acceptabletotheCompanytoapplyinaccordancewiththeseTerms andConditionsofApplication. 14. The Company and/or Downing may use the information you give for administration, research and/or statistical purposes. Your details may beusedbytheCompanyand/orDowning(butwillnotbesoldtothird parties) to send you information on other potential investment opportunities(maximumsixcommunicationsperannum).Ifyouwould prefernottoreceivesuchinformation,pleasewritetoDowning. 15. Theminimumsubscriptionis£5,000subjecttotheBoard'sdiscretion. 16. The application of the subscription proceeds is subject to the absolutediscretionoftheDirectors. 18
Page 1 and 2: DOWNING PLANNED EXIT VCT 2 PLC 2013
Page 3 and 4: Thisdocument,theRegistrationDocumen
Page 5 and 6: LetterfromtheChairmanoftheCompany
Page 7 and 8: TaxationBenefitstoInvestors(seePart
Page 9 and 10: ShareBuybackPolicy TheCompanywillm
Page 11 and 12: Charges Annualfees TheManagerwillr
Page 13 and 14: PartII-Taxation VCTs:Summaryofthea
Page 15 and 16: 2011SHAREPOOL Debt(D)/ Cost Valuat
Page 17 and 18: "LondonStockExchange" "Management"
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Downing Planned Exit VCT 2 - G Shares - The Tax Shelter Report

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