further offer for subscription for h shares prospectus with application ...

FURTHER OFFER FOR SUBSCRIPTION 

FOR H SHARES 

PROSPECTUS 

WITH APPLICATION FORM

Edge Performance VCT plc 

1 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should 

take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant 

or other appropriately qualified adviser authorised under the Financial Services and Markets Act 2000. 

This document comprises a prospectus of Edge Performance VCT plc (the “Company”) prepared in accordance with the Prospectus Rules made under 

Part IV of the Financial Services and Markets Act 2000. A copy of this Prospectus has been filed with the Financial Services Authority in accordance 

with Rule 3.2 of the Prospectus Rules. 

Copies of this Prospectus may be obtained free of charge either by downloading it from www.edge.uk.com/edgeperformancevct or in hard copy from 

the offices of Edge Investment Management at 1 Marylebone High Street, London W1U 4LZ, or the offices of Dickson Minto W.S., Broadgate Tower, 

20 Primrose Street, London EC2A 2EW or this Prospectus may be viewed on the National Storage Mechanism (NSM) at www.hemscott.com/nsm.do. 

The Directors of the Company, whose names appear on page 20 of this Prospectus, and the Company accept responsibility for the information contained 

in this Prospectus. Having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of the 

knowledge of the Directors and the Company, in accordance with the facts and does not omit anything likely to affect the import of such information. 

All third party information in this Prospectus has been identified as such by reference to its source and in each instance has been accurately reproduced 

and, as far as the Company is aware and able to ascertain from information published by the relevant party, no facts have been omitted which would 

render the reproduced information inaccurate or misleading. 

RAM Capital Partners and Edge Investment Management, both of whom are authorised and regulated by the Financial Services Authority, have each 

given and have not withdrawn their written consent to the issue of this Prospectus with the inclusion herein of their names in the form and context in 

which these are included. 

Persons receiving this Prospectus should note that RAM Capital Partners and Edge Investment Management are acting for the Company and for no 

one else and will not be responsible to any other person for providing the protections afforded to customers of RAM Capital Partners or Edge Investment 

Management. 

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor to the Company 

and is not advising any other person in this capacity or treating any other person in this capacity as its customer in relation to the Offer or to the matters 

referred to in this Prospectus and will not be responsible to anyone other than the Company for providing advice as sponsor in relation to the Offer, the 

contents of this Prospectus and the accompanying documents or any other matter referred to therein. 

Apart from the responsibilities and liabilities, if any, which may be imposed on Dickson Minto W.S. by the Financial Services and Markets Act 2000 or 

the regulatory regime established thereunder, Dickson Minto W.S. does not accept any responsibility whatsoever for the contents of this Prospectus or 

for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Investment Manager or the H Shares. 

Dickson Minto W.S. accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might 

otherwise have in respect of this Prospectus or any such statement. 

LR 2.2.10(2)(a) 

LR 2.2.2 

PR (Ann I) 5.1.1 

PR (Ann I and III) 

1.1 and 1.2 

PR (Ann I) 23.2 

PR (Ann III) 10.4 

EDGE PERFORMANCE VCT PLC 

Incorporated in England and Wales under the Companies Act 1985 with registered number 05558025 

PR (Ann I) 5.1.2, 

5.1.4 

LR 2.2.2 

Offer for Subscription 

for up to 5 million New H Shares 

(together with an over-allotment facility 

of up to a further 15 million New H Shares) 

Sponsored by 

Dickson Minto W.S. 

Promoter 

RAM Capital Partners LLP 

Investment Manager 

EDGE INVESTMENT MANAGEMENT LIMITED

2 Edge Performance VCT plc 

The Offer will open at 8.00am on 19 February 2013 and will remain open for acceptance until 5.00pm on 5 April 2013 (unless previously closed by the 

Directors) in respect of the 2012/13 tax year and 3.00pm on 14 June 2013 (unless previously closed or extended by the Directors) in respect of the 

2013/14 tax year. 

There is no minimum subscription for the Offer to proceed. 

If the Offer is, or in the opinion of the Directors is likely to be, over-subscribed, the Offer may be increased at the discretion of the Directors to no more 

than 20 million New H Shares in aggregate. 

Application will be made for all of the New H Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to PR (Ann III) 6.1 

trading on the main market of the London Stock Exchange. It is anticipated that such admission will become effective, and that dealings in the New H 

Shares will commence, within 20 Business Days of the date of first allotment of the relevant New H Shares. 

The Offer is not being made, directly or indirectly, in or into, or by the use of the mails, or by any means or instrumentality (including, without limitation, 

facsimile transmission, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, 

Canada, Australia, Japan, New Zealand, South Africa or any other Restricted Jurisdiction. No action has been taken to permit the distribution of this 

Prospectus in any jurisdiction outside the United Kingdom where such action is required to be taken. Accordingly, copies of this Prospectus are not 

being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, 

Japan, New Zealand, South Africa or any other Restricted Jurisdiction or to, or for the account or benefit of, any resident of the United States, Canada, 

Australia, Japan, New Zealand, South Africa or any other Restricted Jurisdiction and persons receiving this Prospectus (including custodians, nominees 

and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions. The New H Shares have not been, and will not be, 

registered under the US Securities Act or under any of the relevant securities laws of any state of the United States or of Canada, Australia, Japan, 

New Zealand or South Africa. Accordingly, unless an exemption under such act or laws is applicable, the New H Shares may not be offered, sold or 

delivered directly or indirectly in or into the United States, Canada, Australia, Japan, New Zealand or South Africa. This Prospectus does not constitute, 

and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to 

any person to whom it is unlawful to make such offer or solicitation. 

Potential Investors should consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser before 

investing in the Company. Potential Investors should also consider the sections of this Prospectus headed “Risk factors” (pages 15 to 

17) and “Forward looking statements” (page 18). 

18 February 2013


3 

CONTENTS 

Page 

Summary 4 

Risk factors 15 

Forward looking statements 18 

Expected timetable 19 

Directors, Investment Manager and Advisers 20 

Part 1 Introduction 21 

Part 2 Information relating to the Company 23 

Part 3 Information relating to the H Shares and the Offer 33 

Part 4 Tax position of Investors and of the Company 38 

Part 5 Financial information relating to the Company 42 

Part 6 Additional information 51 

Part 7 Definitions 69 

Part 8 Terms and conditions of application 74 

Application procedure 78 

Frequently asked questions 80 

Application Form for New H Shares 81


SUMMARY 

Summaries are made up of disclosure requirements known as ‘Elements’. These Elements are numbered in Sections A- 

E (A.1 – E.7). 

This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because 

some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements. 

Even though an Element may be required to be inserted into the summary because of the type of securities and issuer, it 

is possible that no relevant information can be given regarding the Element. In this case a short description of the Element 

is included in the summary with the mention of ‘not applicable’. 

Element Disclosure requirement Disclosure 

Section A – Introduction and warnings 

A.1 Warning This summary should be read as an introduction to the Prospectus. Any 

decision to invest in the New H Shares should be based on consideration of 

the Prospectus as a whole by the investor. Where a claim relating to the 

information contained in the Prospectus is brought before a court, the plaintiff 

investor might, under the national legislation of the EEA States, have to bear 

the costs of translating the Prospectus before the legal proceedings are 

initiated. Civil liability attaches to those persons who are responsible for this 

summary, including any translation thereof, but only if the summary is 

misleading, inaccurate or inconsistent when read together with the other parts 

of the Prospectus or it does not provide, when read together with the other 

parts of the Prospectus, key information in order to aid investors when 

considering whether to invest in such securities. 

A.2 Use of Prospectus by 

financial intermediaries 

for subsequent re-sale 

of final placement of 

securities 

The Company and the Directors consent to the use of this Prospectus, and 

accept responsibility for the content of this Prospectus, with respect to 

subsequent resale or final placement of New H Shares by financial 

intermediaries. The offer period within which subsequent resale or final 

placement of New H Shares by financial intermediaries can be made and for 

which consent to use this Prospectus is given is from the date of this 

Prospectus until 14 June 2013, unless previously extended by the Directors 

to a date not later than 31 January 2014. There are no conditions attaching 

to this consent. Financial intermediaries may use this Prospectus in the UK. 

Financial intermediaries must give Investors information on the terms and 

conditions of the Offer by the financial intermediary at the time the Offer is 

made to them by the financial intermediary. 


Section B – Issuer 

B.1 Legal and commercial 

name 

Edge Performance VCT plc. 

B.2 Domicile and legal form The Company was incorporated and registered in England and Wales on 8 

September 2005 as a public company limited by shares under the Companies 

Act 1985 with registered number 05558025. The Company operates under 

the Companies Act and regulations made under the Companies Act. 

B.5 Group description Not applicable. The Company does not have any subsidiaries or form part of 

a group.


5 


B.6 Major shareholders So far as the Company is aware, as at the date of this Prospectus, the only 

persons who, directly or indirectly, have an interest in the Company’s share 

capital or voting rights which is notifiable under UK law (under which, pursuant 

to the Companies Act and the Disclosure and Transparency Rules, a holding 

of 3% or more will be notified to it) are set out below: 

(i) Chase Nominees Limited, which holds, as nominee for third parties, a 

total of 8,871,400 Shares, representing 8.1% of the issued share 

capital of the Company as at the date of this Prospectus; 

(ii) UBS Private Banking Nominees Limited, which holds, as nominee for 

third parties, a total of 7,293,404 Shares, representing 6.6% of the 

issued share capital of the Company as at the date of this Prospectus; 

and 

(iii) Forest Nominees Limited, which holds, as nominee for third parties, a 

total of 6,257,262 Shares, representing 5.7% of the issued share 

capital of the Company as at the date of this Prospectus. 

So far as the Company is aware, no other person will be directly or indirectly 

interested in 3% or more of the issued share capital of the Company or voting 

rights immediately following completion of the Offer. The Company is not 

aware of any person who directly or indirectly, jointly or severally, exercises or 

could exercise control over the Company. 

There are no different voting rights for any major Shareholder. 

B.7 Key financial information Selected historical financial information relating to the Company which 

summarises the financial condition of the Company for the three financial 

years ended 28 February 2010, 28 February 2011 and 29 February 2012 

and the six months ended 31 August 2012 is set out in the following table: 

As at 29 February C D E F G H I 

2012 (audited) Shares Shares Shares Shares Shares Shares Shares 

NAV per share (p) 72.04 76.38 77.30 86.50 92.40 - - 

NAV total return per share (p) 100.04 97.38 91.30 93.50 92.40 - - 

Net assets (£’000) 9,578 14,687 7,586 25,441 22,318 - - 

Total return per share (p) (1.72) (2.83) (0.21) 0.47 (0.73) - - 



NAV per share (p) 81.42 86.46 84.13 92.69 - - - 

NAV total return per share (p) 102.42 100.46 91.13 92.69 - - - 

Net assets (£’000) 10,853 16,625 8,256 27,261 - - - 

Total return per share (p) 12.63 8.01 (0.56) (0.70) - - - 



NAV per share (p) 75.80 85.45 91.68 - - - - 

NAV total return per share (p) 89.80 92.45 91.68 - - - - 

Net assets (£’000) 10,102 16,431 8,993 - - - - 

Total return per share (p) (3.01) (2.02) (1.86) - - - -



As at 31 August C D E F G H I 

2012 (unaudited) Shares Shares Shares Shares Shares Shares Shares 

NAV per share (p) 74.68 70.36 68.64 79.89 86.68 92.17 92.26 

NAV total return per share (p) 102.68 98.36 89.64 93.89 93.68 92.17 92.26 

Net assets (£’000) 9,819 13,490 6,728 23.475 20,872 1,991 11,231 

Total return per share (p) 2.55 1.00 (1.65) 0.40 1.30 (1.80) (0.30) 

Since 31 August 2012 (being the date to which the most recently published 

unaudited interim financial information of the Company was made up), there 

has been no significant change in the financial or trading position of the 

Company save for the payment of an interim dividend of 40p per C Share on 

14 December 2012 (approximately £3.76 million in aggregate) which was 

funded from the proceeds of realised investments. 

B.8 Key pro forma financial 

information 

Not applicable. No pro forma financial information. 

B.9 Profit forecast Not applicable. No profit forecast or estimate made. 

B.10 Qualifications in the audit 

reports 

B.11 Insufficient working 

capital 

B.34 Investment objective and 

policy including any 

investment restrictions 

Not applicable. There were no qualifications in the audit reports for the 

Company in the years ended 28 February 2010, 28 February 2011 or 29 

February 2012. 

Not applicable. The Company is of the opinion that the working capital 

available to it is sufficient for its present requirements (that is, for at least the 

next twelve months from the date of this Prospectus). 

The Company’s investment policy is to invest in businesses operating in the 

entertainment and media sector. 

The Company has seven classes of Shares in issue: C Shares; D Shares; E 

Shares; F Shares; G Shares; H Shares; and I Shares. Each class of Share is 

admitted to the premium segment of the Official List of the UK Listing 

Authority and traded on the main market of the London Stock Exchange. A 

separate pool of assets is attributable to each class of Shares. 

Each of the Company’s Share Funds is initially invested in a range of fixed 

income securities, cash and cash equivalent assets, offering a high degree 

of capital preservation. Up to 30% of each Share Fund will remain in such 

investments, while the balance will subsequently be realised to fund making 

Qualifying Investments in portfolio businesses. 

The investment policy is designed to ensure that the Company continues to 

qualify and be approved as a VCT by HMRC. The companies in which 

investments are made must have no more than £15 million of gross assets 

at the time of investment and £16 million immediately following investment 

to be classed as a Qualifying Investment. 

In relation to the H Share Fund, the Company’s investment objective is to 

achieve growth, an annual yield for investors, risk reduction and liquidity. The 

Company will invest at least 70% of the H Share Fund in Qualifying Investments 

which the Company believes are capable of generating an appropriate level of 

growth or return, using risk reduction strategies wherever available. 

The Company intends to distribute the majority of any gains made from 

realisation of Qualifying Investments to H Shareholders, to maintain and improve 

the H Shareholders’ yield. The balance of the proceeds of realisation of 

Qualifying Investments will be reinvested in further Qualifying Investments, with


7 


the objective of providing compound growth for the H Shareholders. The 

Company’s objective is to provide a consistent tax-free annual dividend yield for 

Shareholders. 

In instances where more than one of the Company’s Share Funds invests in a 

given portfolio business, the Company will, where practicable, arrange or 

rearrange the structure of the investment, so that each of the participating Share 

Funds holds, pro-rata to the amount invested by it, the same investment 

instruments. This approach is intended to ensure that, where the value of a 

portfolio business changes, that change is reflected, proportionately, to the 

same extent across all of the participating Share Funds. 

Wherever possible, the portfolio investments will be made through loan 

finance as far as is permitted under the VCT Rules, which should provide 

additional capital protection. 

B.35 Borrowing limits It is not intended that the Company will incur borrowings to fund its operations, 

although the Company may, under its Articles of Association, borrow in 

aggregate an amount up to 50% of its adjusted capital and reserves (being 

the aggregate of the Company’s paid up share capital and the amount 

standing to the credit of the consolidated capital and revenue reserves of the 

Company, after adjustments, including for tax and distributions, and such 

other adjustments as the Company’s auditor may consider appropriate). 

B.36 Regulatory status Save for its compliance with the Companies Act, the Listing Rules, the 

Disclosure and Transparency Rules, the Prospectus Rules and the VCT Rules, 

the Company is not a regulated entity. 

B.37 Typical investor The Directors believe that the typical investor for whom an investment in the 

Company is designed is a UK income tax payer (aged 18 years of age or over 

with an investment range of between £5,000 and £200,000 in any one tax 

year) who, having regard to the risk factors set out on pages 15 to 17 of this 

Prospectus, considers the investment policy of the Company to be attractive. 

This may include retail, institutional and sophisticated investors, and high net 

worth individuals who already have a portfolio of non-VCT investments and 

who are willing to invest over the medium to long term. 

B.38 Investment of more than 

20% of the gross assets 

in a single underlying 

asset or collective 

investment undertaking. 

B.39 Investment of more than 

40% of the gross assets 

in another collective 

investment undertaking. 

B.40 Applicant’s service 

providers 

Not applicable. The Company will not invest more than 20% of its gross 

assets in a single underlying asset or collective investment undertaking. 

The Company will not expose more than 20% of its gross assets to the 

creditworthiness or solvency of one counterparty. 

Not applicable. The Company will not invest in excess of 40% of its gross 

assets in another collective investment undertaking. 

On 3 February 2006 the Company entered into an investment management 

agreement with the Investment Manager, which has responsibility for the 

management of the Company’s portfolio of investments. The agreement has 

been replaced in conjunction with each new Share class issue. Subject to the 

approval of Shareholders at the General Meeting, it is proposed that the Existing 

Investment Management Agreement will be replaced by the New Investment 

Management Agreement, as described below. 

Under the terms of the Existing Investment Management Agreement the



appointment of the Investment Manager is for a period of 5 years from 11 April 

2012 (the first date of admission of the H Shares and the I Shares) and may 

thereafter be terminated by the Company or the Investment Manager on 12 

months’ notice. In conjunction with the Offer it is proposed that the Existing 

Investment Management Agreement will, with effect from 1 March 2013, be 

replaced by the New Investment Management Agreement and the appointment 

of the Investment Manager will be for an initial period ending on the earlier of 5 

years from the first date of Admission of the New H Shares and 31 May 2018 

and may thereafter be terminated by the Company or the Investment Manager 

on 12 months’ notice. 

The Investment Manager will receive: (a) an annual management fee of 1.75% 

of the net asset value attributable to the C Shares, D Shares, E Shares, F 

Shares, G Shares and I Shares, in each case plus VAT (if applicable); (b) an 

annual management fee of 2.25% of the net asset value attributable to the H 

Shares plus VAT (if applicable); and (c) a performance fee which is outlined in 

more detail below. 

Total annual operating expenses of the Company have been capped at 3.0% of 

the net asset value of the Company with any excess being borne by the Investment 

Manager. For these purposes, annual operating expenses of the Company include 

the annual management fees described above, Directors’ remuneration, 

administrative services fees, company secretarial and accounting fees, audit, 

taxation advice, sponsor’s and registrars’ fees and the costs of communicating 

with the Shareholders but exclude any performance incentive fee payable to the 

Investment Manager, trail commission, irrecoverable VAT and costs of any 

significant corporate activity. 

In respect of each class of Shares separately (save the H Shares), once total 

paid or declared Dividends have reached £1.00 per C Share, D Share, E Share, 

F Share, G Share or I Share (as the case may be) all further amounts which, in 

the opinion of the Board are available to be distributed as Dividends, will be 

paid as to 80% as a Dividend to C Shareholders, D Shareholders, E 

Shareholders, F Shareholders, G Shareholders or I Shareholders (as the case 

may be) and 19% to the Investment Manager by way of performance fee. Once 

total paid or declared Dividends have reached £1.20 per C Share, D Share, E 

Share, F Share, G Share or I Share (as the case may be) all further amounts 

which, in the opinion of the Board are available to be distributed as Dividends, 

will be paid as to 70% as a Dividend to C Shareholders, D Shareholders, E 

Shareholders, F Shareholders, G Shareholders or I Shareholders (as the case 

may be), and 29% to the Investment Manager by way of performance fee. 

In respect of the H Shares, once and for so long as cumulative Dividends paid or 

declared equal or exceed an average of 7p per H Share per annum, the 

Investment Manager will receive a performance fee equal to 19% of the net asset 

value per H Share in excess of £1.00. Once and for so long as cumulative 

Dividends paid or declared equal or exceed an average of 14p per H Share per 

annum, the Investment Manager will receive a performance fee equal to 29% of 

the net asset value per H Share in excess of £1.00. That calculation will be made 

on a six-monthly basis, by reference to the Company’s published annual report 

and financial statements and the Company’s published half-yearly financial 

statements. 

The performance fees described above are to be paid in cash and can be 

assigned by the Investment Manager to some or all of the members of its 

investment team.


9 


B.41 Regulatory status of 

investment manager and 

custodian 

B.42 Calculation of net asset 

value 

The Investment Manager is authorised and regulated by the FSA. 

The City Partnership (UK) Limited is the company secretary of the Company 

and acts as custodian of the Company’s unquoted investments. The City 

Partnership (UK) Limited is registered under the Money Laundering 

Regulations 2007 and is listed on the FSA register with number 593293. 

The Board is responsible for the determination and calculation of the net asset 

value of the Company which will be undertaken on a quarterly basis and 

included in the annual results of the Company, which are normally announced 

in June, the half-year results, which are normally announced in October, and 

the interim management statements normally released by the Company in 

January and July. 

All unquoted investments in the Company’s venture capital portfolio will be 

valued bi-annually in accordance with IPEVC Valuation Guidelines under which 

investments are not normally re-valued above cost within twelve months of 

acquisition and thereafter are carried at fair value. Any AIM or other quoted 

investment will be valued at the bid price of its shares as derived from the 

Daily Official List of the London Stock Exchange. 

The net asset value of the Company, and of each Share Fund, are audited 

annually by the Company’s auditor. 

B.43 Cross liability Not applicable. The Company is not an umbrella collective investment 

undertaking and as such there is no cross liability between classes or 

investment in another collective investment undertaking. 

B.44 No financial statements 

have been made up 

Not applicable. The Company has commenced operations and historical 

financial information is included within the Prospectus. 

B.45 Portfolio The Company’s venture capital portfolio (including the H Share Fund) 

comprises investments in smaller and unquoted companies in the 

entertainment and media sector. 

As at the date of this Prospectus: 

(i) the Company’s portfolio comprised, by value, 70% investments in 

Qualifying Investments and 30% investments in Non-qualifying 

Investments; and 

(ii) the H Share Fund comprised, by value, 33% investments in Qualifying 

Investments and 67% investments in Non-qualifying Investments. 

B.46 Net Asset Value As at 30 November 2012, the unaudited Net Asset Value per H Share was 

93.35p (being the most recent published unaudited Net Asset Value per H 

Share prior to the date of this Prospectus).



C.1 Type and class of 

securities 

C.2 Currency Sterling. 

Section C - Securities 

The Company will issue H Shares under the Offer. The ISIN of the H Shares 

is GB00B44VMB16 and the SEDOL is B44VMB1. 

C.3 Shares in issue The Company has the following Shares in issue as at the date of this 

document: (i) 9,393,438 C Shares; (ii) 19,172,500 D Shares; (iii) 9,801,952 

E Shares; (iv) 29,379,532 F Shares; (v) 24,056,803 G Shares; (vi) 

2,239,100 H Shares; and (vii) 15,766,414 I Shares. All of the shares in issue 

have a nominal value of 10p each and are fully paid. 

The Offer is limited to 5 million New H Shares. If the Offer is, or in the opinion 

of the Directors is likely to be, over-subscribed, the Directors have discretion 

pursuant to an over-allotment facility to increase the number of New H Shares 

that are the subject of the Offer to no more than 20 million New H Shares. 

All of the New H Shares issued pursuant to the Offer will have a nominal 

value of 10p each and be fully paid. 

C.4 Description of the rights 

attaching to the securities 

C.5 Restrictions on the free 

transferability of the 

securities 

(i) Income 

The holders of the H Shares shall be entitled to receive such dividends 

as the Directors resolve to pay out the net assets attributable to the H 

Shares held by them and from income received and accrued from the 

portfolio attributable to the H Shares held by them, in accordance with 

the Articles of Association. 

(ii) Capital 

On a return of capital on a winding up the surplus capital and assets 

attributable to the H Shares shall be divided amongst the holders of H 

Shares pro rata according to the nominal capital paid up on their 

respective holdings of H Shares, in accordance with the Articles of 

Association. 

(iii) Voting and general meetings 

Subject to disenfranchisement in the event of non-compliance with a 

statutory notice requiring disclosure as to beneficial ownership, each 

holder of H Shares present in person or by proxy shall on a poll have 

one vote for each such H Share of which he is the holder. 

(iv) Redemption 

The H Shares are not redeemable. 

There are no restrictions on the free transferability of the H Shares. 

C.6 Admission Application will be made for all of the New H Shares to be admitted to the 

premium segment of the Official List of the UK Listing Authority and to trading 

on the main market of the London Stock Exchange, on which all of the 

existing Shares are traded. The London Stock Exchange is a regulated 

market. 

It is anticipated that such Admission will become effective, and that dealings 

in the New H Shares will commence, within 20 Business Days of the date of 

allotment of the relevant New H Shares.


11 


C.7 Dividend policy In order to qualify as a VCT, the Company, in any accounting period, may not 

retain more than 15% of the income it receives from shares and securities, 

and must derive at least 70% of its income from shares and securities. It is 

the intention of the Directors that the Company will distribute most of its 

available net income or net profits to Shareholders, subject to liquidity 

constraints and regulatory requirements. 

It is intended that the majority of any gains made on the realisation of 

investments held in the H Share Fund will be used to fund payments to H 

Shareholders by way of dividends, in order to increase yield to H 

Shareholders, with the balance of any proceeds of such realisations being 

reinvested by the Company with the objective of providing compound growth 

for the H Shareholders. 


Section D – Risks 

D.1 Key information on the 

risks specific to the issuer 

The key risk factors relating to the Company are: 

• the value of an investment in the Company, and the income derived from 

it, may go down as well as up; 

• changes in economic conditions and other factors can substantially and 

adversely affect the value of investments and therefore the Company’s 

performance and prospects; 

• the past performance of the Company, and of investments managed by 

the Investment Manager, are not necessarily indicative of future 

performance; 

• there is no guarantee that the Company’s investment objective will be 

achieved or provide the returns sought by the Company; 

• VCTs invest in small companies usually with limited trading records, which 

may not produce anticipated returns, and investors could get back less 

than they invested; 

• investment in smaller and unquoted companies involves a higher degree 

of risk than investment in larger companies and those traded on the main 

market of the London Stock Exchange; 

• changes in legislation concerning VCTs in general, and Qualifying 

Investments and qualifying trades in particular, may restrict or adversely 

affect the ability of the Company to meet its objectives and/or reduce the 

level of returns which would otherwise have been achievable; 

• the levels and bases of reliefs from taxation are subject to an Investor’s 

personal circumstances, may change and such changes could be 

retrospective; 

• although it is intended that the status of the Company as a VCT will be 

retained, there is no guarantee that this will be achieved; and 

• under the terms of the Existing Investment Management Agreement the 

appointment of the Investment Manager is for an initial period ending 5 

years from 11 April 2012 (the first date of admission of the H Shares and 

the I Shares) and may thereafter be terminated by the Company or the 

Investment Manager on 12 months’ notice. In conjunction with the Offer it 

is proposed that the Existing Investment Management Agreement will be 

replaced by the New Investment Management Agreement with effect from 

1 March 2013 and the period of the appointment of the Investment 

Manager will be amended to an initial period ending on the earlier of 5 

years from the first date of Admission of the New H Shares and 31 May 

2018 and may thereafter by terminated by the Company or the Investment 

Manager on 12 months’ notice (such notice to be served at the end of the 

initial period or any time thereafter).



If the Company wished to terminate the Investment Manger’s 

appointment early in circumstances where the Company did not have a 

contractual right to do so, substantial compensation may be required to 

be paid to the Investment Manager. 

D.3 Key information on the 

risks specific to the 

securities. 

The key risk factors relating to the H Shares are: 

• the market value of the H Shares can fluctuate; 

• a sale of New H Shares within five years of issue will result in the 

withdrawal of some or all of the income tax relief granted to Qualifying 

Investors; 

• although the New H Shares will be admitted to the Official List of the 

UK Listing Authority and traded on the London Stock Exchange’s main 

market for listed securities, it is unlikely that there will be a liquid market 

for the H Shares as there is a limited secondary market for VCT shares 

and Investors may find it difficult to realise their investments; and 

• the market price of H Shares may not fully reflect, and will tend to be at 

a discount to, their underlying Net Asset Value particularly if the Company 

lacks sufficient cash or reserves to purchase its own H Shares. 

Section E - Offer 


E.1 Net proceeds and 

costs of the Offer 

E.2 a Reason for offer and 

use of proceeds 

The total initial expenses of the Offer have been fixed at 5% of gross funds 

raised (excluding the impact of any dilution attributable to the issue of Early 

Application Incentive Shares) as the Investment Manager has agreed to meet 

the initial costs and expenses of the Offer in consideration for the payment 

by the Company of a fee of 5% of the gross proceeds of the Offer to the 

Investment Manager. In addition, the Company has agreed to pay an annual 

fee of 0.25% of the amounts raised under the Offer to the Investment 

Manager for a period of four years. On the assumptions that (i) 5 million New 

H Shares are issued and (ii) the Offer Price is 98.26p per New H Share, the 

total net proceeds of the Offer are estimated to be £4.67 million (before 

taking into account the impact of any dilution attributable to the issue of Early 

Application Incentive Shares or the payment of the annual fee described 

above). 

The Directors believe that the Offer will have the following advantages: 

• the Company will have an increased number of Shares in issue, which 

may in due course improve the liquidity in the market for its Shares; 

• the capital base of the Company will increase, allowing operating costs 

to be spread across a larger number of Shares and this should cause 

the total expense ratio to fall; 

• subscriptions to VCTs in the 2012/13 and 2013/14 tax years can attract 

income tax relief at the rate of 30%. Distributions and dividends are taxfree 

for Qualifying Investors. This means that for every £1 invested the 

net cost to an Investor should be 70p; and 

• on the assumptions that (i) 5 million New H Shares are issued and (ii) 

the Offer Price is 98.26p per New H Share, the total net proceeds of 

the Offer are expected to be £4.67 million (increasing the size of the H 

Share Fund to approximately £6.76 million). 

The net proceeds of the Offer will form part of the H Share Fund. The 

Company will invest at least 70% of the H Share Fund in Qualifying


13 


Investments in the entertainment and media sector in accordance with the 

Company's investment policy. Up to 30% of the H Share Fund will be 

invested in Non-qualifying Investments. 

E.3 Terms and conditions 

of the offer. 

Up to 5 million New H Shares are offered at the Offer Price under the Offer, 

payable in full upon application. If the Offer is over-subscribed, it may be 

increased at the discretion of the Board up to a maximum of 20 million New 

H Shares in aggregate. 

The Offer will open at 8.00 am on 19 February 2013 and close at 5.00 pm 

on 5 April 2013 for the 2012/2013 Offer and at 3.00 pm on 14 June 2013 

for the 2013/2014 Offer (or at any earlier date on which the Offer is fully 

subscribed), save that the Directors reserve the right to close or extend the 

closing date of the 2013/2014 Offers, but to no later than 31 January 2014 

in any event. 

Implementation of the Offer is conditional upon the Resolutions being passed 

at the General Meeting and the H Share Class Meeting. In the event that all 

of the Resolutions are not passed, the Offer will not be implemented. 

Early Application Incentive Shares: 

• Successful applicants for New H Shares whose applications are received 

by 8 March 2013 will receive an additional 20 Early Application Incentive 

Shares for every 1,000 New H Shares subscribed for. Successful 

applicants for New H Shares whose applications are received by 15 

March 2013 will receive 10 Early Application Incentive Shares for every 

1,000 subscribed New H Share subscribed for. 

• A successful applicant for New H Shares who is, or whose spouse or 

civil partner is, an existing Shareholder as at the date of this Prospectus 

and whose application for New H Shares is received by 15 March 2013 

will also receive a further 20 Early Application Incentive Shares for every 

1,000 New H Shares subscribed for. 

Commission, Waiver Shares and Additional New H Shares: 

Where a successful application for New H Shares is received though a 

financial intermediary firm which is permitted, under FSA Rules, to receive 

commission, the Investment Manager will pay initial commission of 2.25% of 

the amount subscribed and annual trail commission, for up to four years, at 

0.25% of the amount subscribed. Where the financial intermediary firm 

waives some or all of its initial commission, the applicant will receive Waiver 

Shares to the value of that waived commission (rounded down to the nearest 

whole number of Waiver Shares). The Offer Price of the Waiver Shares will 

be met by the Investment Manager. 

For successful applications where the financial intermediary firm is not 

permitted to receive commission in respect of the application, the Investor will 

receive Additional New H Shares to the value of 3.25% of the amount 

subscribed (rounded down to the nearest whole number of Additional New H 

Shares). The Offer Price of those Additional New H Shares will be met by 

the Investment Manager. 

E.4 Material interests Not applicable. No interest is material to the Offer. 

E.5 Name of person selling 

securities 

Not applicable. No person or entity is offering to sell the security as part of 

the Offer. 

There are no lock-up agreements.



E.6 Dilution The H Share Fund will continue to be administered as a separate investment 

pool from the C, D, E, F, G and I Share Funds. 

C, D, E, F, G and I Shareholders will suffer no dilution of the Net Asset Value 

attributable to their Shares as a result of the Offer. 

The Existing H Shares will represent approximately 31% of the enlarged H 

Share capital immediately following the Offer if 5 million New H Shares are 

issued. On this basis, the percentage holding of Existing H Shareholders will 

be diluted by approximately 69% as a result of the Offer (although the H 

Share Fund will increase by the amount of the net proceeds of the Offer). If 

the over-allotment facility is utilised and 20 million New H Shares are issued 

in aggregate, the Existing H Shares will represent approximately 10% of the 

enlarged H Share capital immediately following the Offer and the percentage 

holding of Existing H Shareholders will be diluted by approximately 90% as a 

result of the Offer (although the H Share Fund will increase by the amount of 

the net proceeds of the Offer). 

E.7 Expenses charged to the 

investor 

The Company will pay the Investment Manager an offer fee equal to 5% of 

gross funds raised under the Offer and an annual fee equal to 0.25% per 

annum of gross funds raised under the Offer for a period of four years. From 

this fee, the Investment Manager will meet all costs and expenses of the Offer 

(including any initial and trail commission payable to financial intermediary 

firms, and the cost of any Waiver Shares and Additional New H Shares), 

excluding only the cost of any Early Application Incentive Shares. If the actual 

costs and expenses of the Offer (excluding the cost of any Early Application 

Incentive Shares) exceed the amount of the fee payable to the Investment 

Manager, any excess will be borne by the Investment Manager. 

Investors participating in the Offer will effectively bear the initial offer fee of 

5% of the gross funds payable to the Investment Manager as the Offer Price 

will be at a premium to the latest published Net Asset Value per H Share. 

In addition, the Company shall pay the Investment Manager an annual fee 

equal to 0.25% per annum of the gross funds raised under the Offer for a 

period of four years (with the Investment Manager responsible for meeting 

any trail commission payable to authorised financial intermediaries). This 

annual fee will be paid from the H Share Fund and therefore borne by all H 

Shareholders at the time of payment.


15 

RISK FACTORS 

The risk factors set out below are those which are considered by the Directors to be material as at the date 

of this Prospectus but are not the only risks relating to the Company and the Shares. Additional risks and 

uncertainties relating to the Company that are not currently known to the Directors or that the Directors do 

not currently consider to be material may also have a material adverse effect on the Company. Before 

investing in the Company, potential investors should consult their stockbroker, bank manager, solicitor, 

accountant or other independent financial adviser authorised under the Financial Services and Markets Act 

2000 if they are in the United Kingdom or, in the case of overseas investors, another appropriately authorised 

financial adviser. 

Any holding of shares is subject to a number of risks. Prior to acquiring any New H Shares, potential investors should 

consider carefully the factors and risks associated with an investment in the New H Shares and the investment objectives 

of the Company. 

Potential Investors should consider the following risk factors in relation to the Company and the New H Shares. 

PR (Ann III) 2 

PR (Ann I) 4 

PR (Ann I) 9.2.3 

The Offer 

Implementation of the Offer is conditional upon the Resolutions being passed at the General Meeting and the H Share 

Class Meeting. In the event that all of the Resolutions are not passed, the Offer will not be implemented. 

PR (Ann III) 4.6, 

5.1.1 

General 

An investment in the Company is only suitable for investors who are capable of evaluating the merits and risks of such an 

investment and who have sufficient resources to be able to bear any losses which might result from such an investment 

(which may be equal to the whole amount invested). Such an investment should be seen as long-term in nature and 

complementary to existing investments in a range of other financial assets and should not form a major part of an 

investment portfolio. 

The value of an investment in the Company, and the income derived from it, may go down as well as up. Changes in 

economic conditions (including, for example, interest rates and rates of inflation), industry conditions, competition, changes 

in law, political and diplomatic events and trends, tax laws and other factors can substantially and adversely affect the 

value of investments and therefore the Company’s performance and prospects. 

An investment in a Venture Capital Trust carries a higher risk than many other forms of investment. Prospective Investors 

should regard an investment in the Company as a higher risk, long-term investment, particularly as regards the Company’s 

investment objectives and policies and the five-year period for which Shareholders must hold their New H Shares to retain 

their initial income tax relief. 

The past performance of the Company and other investments managed by the Investment Manager is not a guide to 

future performance. 

The Company’s portfolio 

To be qualifying holdings, VCT funds must be invested in smaller companies: 

• with gross assets of not more than £15 million prior to the investment and £16 million immediately following the 

investment; 

• which have fewer than 250 full time (equivalent) employees; and 

• which do not obtain more than £5 million of investment from VCTs and individuals claiming relief under the Enterprise 

Investment Scheme, or any other European State-aided investment schemes, in any rolling 12 month period. 

Investment in smaller and unquoted companies involves a higher degree of risk than investment in larger companies and 

those whose shares are traded on the main market of the London Stock Exchange. Smaller companies generally may 

have limited product lines, markets or financial resources and may be more dependent on their management or key 

individuals than larger companies. Markets for smaller companies’ securities may be less regulated and are often less 

liquid, and this may cause difficulties in valuing and disposing of equity investments in such companies. 

VCTs invest in small companies usually with limited trading records, which may not produce anticipated returns, and 

investors could get back less than they invested. 

Changes in legislation concerning VCTs in general, and Qualifying Investments and qualifying trades in particular, may 

restrict or adversely affect the ability of the Company to meet its objectives and/or reduce the level of returns which would 

otherwise have been achievable.


The Company’s performance depends on the ability of the Investment Manager to identify appropriate and successful 

opportunities for Qualifying Investments and the performance of the underlying assets, including, for example, the 

performance of media content produced by businesses in which the Company invests or of events promoted by those 

businesses. The value of the investment and the dividend can rise and fall. Investors may get back less than they originally 

invested, even taking into account the tax reliefs. 

The Investment Manager will seek, wherever practicable, to put in place capital security and/or revenue guarantees, 

and/or to obtain a right for an investee business of the Company to receive specific revenues, in order to achieve a level 

of underpinning for some of the amount invested by the Company in that business. However, such arrangements may not 

be achievable or practicable in a given instance; in such an instance, if the trading performance of the investee business 

is poorer than initially projected by that business or the Investment Manager, the realisable value of the Company’s 

investment in the business may be significantly impaired. 

New H Shares may trade at a discount to Net Asset Value 

The Net Asset Value of the H Shares will reflect the values and performance of the underlying assets in the H Share 

Fund’s portfolio. The value of the investments and income derived from them can rise and fall. Realisation of investments 

in unquoted companies can be difficult and may take considerable time. 

Although the New H Shares will be admitted to the Official List of the UK Listing Authority and traded on the London 

Stock Exchange’s main market for listed securities, it is unlikely that there will be a liquid market for the H Shares as 

there is a limited secondary market for VCT shares and Investors may find it difficult to realise their investments. The 

market price of H Shares may not fully reflect, and will tend to be at a discount to, their underlying Net Asset Value. This 

risk may, however, be mitigated by the Company buying back shares in accordance with its stated share buy-back policy. 

If the Company lacks sufficient cash or reserves to purchase its own H Shares the market price of H Shares may not fully 

reflect, and will tend to be at a discount to, their underlying Net Asset Value. 

Taxation 

If an Investor who subscribes for New H Shares disposes of those New H Shares within five years of issue this will result 

in the withdrawal of some or all of the income tax relief granted on subscription. 

The levels and bases of reliefs from taxation are subject to an Investor’s personal circumstances, may change and such 

changes could be retrospective. The tax reliefs referred to in this Prospectus are those currently available and their value 

depends on the individual circumstances of Shareholders. 

An investment in a VCT is free from tax on capital gains. Consequently, any realised losses on disposal of New H Shares 

cannot be used to create an allowable loss for capital gains tax purposes. 

Although it is intended that the status of the Company as a VCT will be retained, there is no guarantee that this will be 

achieved (further details of the taxation implications of an investment in the Company are set out in Part 4 of this 

Prospectus). If the Company fails to meet the qualifying requirements for a VCT, this could result in: 

(i) the withdrawal of income tax relief granted to Qualifying Investors; 

(ii) the loss of income tax relief on dividends paid (or subsequently payable) to Shareholders; 

(iii) the loss of tax relief previously obtained in relation to corporation tax on capital gains made by the Company; 

(iv) a liability to tax on capital gains on any disposal of the New H Shares; and 

(v) the cancellation of the listing of the Company on the Official List and admission to trading on the London Stock 

Exchange. 

PR (Ann I) 9.2.3 

Dilution of Shareholders 

The Company may raise additional capital in the future, although it does not currently have any plans to do so. Any equity 

offerings to new investors may result in dilution of the holdings of Shareholders. 

PR (Ann I) 4


17 


The past performance of the Investment Manager and other assets managed by the Investment Manager are not guides 

to the future performance of the Company. 

If the investment performance of the Company is not satisfactory, the Board may decide to terminate the appointment of 

the Investment Manager. Under the terms of the Existing Investment Management Agreement the appointment of the 

Investment Manager is for a period of 5 years from 11 April 2012 (the first date of admission of the H Shares and the I 

Shares) and may thereafter be terminated by the Company or the Investment Manager on 12 months’ notice. In conjunction 

with the Offer it is proposed that the Existing Investment Management Agreement will be replaced by the New Investment 

Management Agreement with effect from 1 March 2013. Under the terms of the New Investment Management 

Agreement, the appointment of the Investment Manager will continue for an initial period ending on the earlier of 5 years 

from the first date of Admission of the New H Shares and 31 May 2018 and may thereafter be terminated on 12 months’ 

written notice. Substantial compensation may require to be paid by the Company to the Investment Manager if the Company 

decides to terminate the New Investment Management Agreement before the expiry of this initial period in circumstances 

where the Company does not have a contractual right to do so. 

There can be no guarantee that Edge Investment Management will remain as the investment manager of the Company. 

The Investment Manager ceasing to act as investment manager of the Company may have an adverse effect on the 

performance of the Company. The Company has no employees and is dependent on the skills and experience of the 

Investment Manager to manage its investments. If key personnel cease to remain with the Investment Manager or be 

involved in the management of the Company’s portfolio, there is no assurance that suitable replacements will be found. 

If this occurs, there may be an adverse effect on the performance of the Company and the value of the Shares.


FORWARD LOOKING STATEMENTS 

To the extent that this Prospectus includes “forward looking statements” concerning the Company, those statements are 

based on the current expectations of the Board and are naturally subject to uncertainty and changes in circumstances. 

Forward looking statements include, without limitation, statements typically containing words such as “believes”, 

“considers”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “may”, “will” or “should” and words of similar import. 

By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on 

circumstances that will occur in the future. Given these risks and uncertainties, potential investors should not place undue 

reliance on forward looking statements as a prediction of actual results. 

The Company does not undertake any obligation to update publicly or revise forward looking statements, whether as a 

result of new information, future events or otherwise, except to the extent legally required. 

Information in this Prospectus will be updated as required by the Prospectus Rules, Listing Rules and Disclosure and 

Transparency Rules, as appropriate. 

IMPORTANT NOTICE 

An investment in the Company is only suitable for investors who are capable of evaluating the merits and risks of such an 

investment and who have sufficient resources to be able to bear any losses which might result from such an investment 

(which may be equal to the whole amount invested). Such an investment should be seen as long-term in nature and 

complementary to existing investments in a range of other financial assets and should not form a major part of an 

investment portfolio. The value of an investment in the Company, and the income derived from it, may go down as well as 

up and investors may not get back the full value of their initial investment.


19 

EXPECTED TIMETABLE 

OFFER FOR SUBSCRIPTION 2013 

Offer opens 

19 February 

General Meeting and Class Meetings 

Closing date for Offer (in respect of the 2012/13 tax 

year) 

Allotment and issue of New H Shares under the Offer 

(in respect of the 2012/13 tax year) 

Announcement of the results of the Offer (in respect 

of 2012/13 tax year) 

21 March 

5.00 pm on 5 April 

no later than 5 April 

the next Business Day following the closing date in 

respect of 2012/13 tax year 

PR (Ann III) 

5.2.3(g) 

PR (Ann III) 

5.1.9 and 5.2.4 

Admission and dealings commence in the New H 

Shares issued pursuant to the Offer (in respect of the 

2012/13 tax year) 

Closing date for the Offer (in respect of 2013/14 tax 

year) 

First allotment and issue of New H Shares under the 

Offer (in respect of the 2013/14 tax year) 

Announcement of the results of the Offer (in respect 

of 2013/14 tax year) 

Final allotment and issue of New H Shares under the 

Offer (in respect of the 2013/14 tax year) 

within 20 Business Days following the date of the 

applicable allotment 

3.00 pm on 14 June 

8 April 

the next Business Day following the closing date 

(in respect of 2013/14 tax year) 

within 5 Business Days following the closing date 

(in respect of 2013/14 tax year) 

PR (Ann III) 

5.1.9 

Admission and dealings commence in New H Shares 

issued pursuant to the Offer (in respect of the 

2013/14 tax year) 

Share and tax certificates dispatched in respect of 

New H Shares issued pursuant to the Offer 






5.1.8 

Notes: 

(1) The dates set out in the expected timetables above may be adjusted by the Board, in which event details of the new dates will be notified to the 

UK Listing Authority and the London Stock Exchange and an announcement will be made through a Regulatory Information Service. 

(2) All references to time in this Prospectus are to London time (unless otherwise stated). 

(3) In this Prospectus, where the context requires, references to 15 February 2013 should be treated as being references to the latest practicable 

date prior to publication of this Prospectus (unless otherwise stated). 

(4) Successful subscribers for New H Shares under the Offer for Subscription (and/or where appropriate their authorised financial intermediaries) 

will receive an acknowledgement letter from the Company on receipt of their Application Form. 

(5) The Offer may close earlier than the dates stated above if it is fully subscribed by an earlier date. The Directors reserve the right to accept 

Application Forms and to allot and arrange for the listing of New H Shares in respect of applications received in respect of the shares issued 

under the Offer on or prior to the closing dates of the Offer as the Directors see fit (provided that New H Shares will be allotted and issued where 

valid applications are received under the Offer in respect of the 2012/13 tax year on 5 April 2013 and any other date or dates prior to 5 April 

2013 on which the Directors decide and, for valid applications received under the Offer in respect of the 2013/14 tax year, on any date or dates 

after 5 April 2013 on which the Directors decide).


DIRECTORS, INVESTMENT MANAGER AND ADVISERS 

Directors 

Sir Robin Miller (Chairman) 

Michael Eaton 

Kevin Falconer 

Lord Flight 

David Glick 

Frank Presland 


PR (Ann I) 1.1, 

14.1(a) 

PR (Ann XV) 

4.1) 

all of 

1 Marylebone High Street 

London W1U 4LZ 

Secretary and registrar 

The City Partnership (UK) Limited 

Thistle House 

21 Thistle Street 

Edinburgh EH2 1DF 

VCT tax advisers 

PricewaterhouseCoopers LLP 

1 Embankment Place 

London WC2N 6RH 


Edge Investment Management Limited 

1 Marylebone High Street 

London W1U 4LZ 

Solicitors and sponsor to the Company 

in relation to the Offer 

Dickson Minto W. S. 

Broadgate Tower 

20 Primrose Street 

London EC2A 2EW 

Receiving agent for the Offer 


Thistle House 

21 Thistle Street 

Edinburgh EH2 1DF 

Auditor 

Grant Thornton UK LLP 

30 Finsbury Square 

London EC2P 2YU 

Broker 

Panmure Gordon (UK) Limited 

One New Change 

London EC4M 9AF 

Bankers 

HSBC Private Bank (UK) Limited 

78 St. James’s Street 

London SW1A 1JB 

PR (Ann XV) 4.1


21 

PART 1: INTRODUCTION 

Background 

Edge Performance offers investors the opportunity to back an experienced specialist investment team making investments 

in the entertainment and media sector, with the advantage of VCT tax reliefs. Edge Performance is now in its eighth year 

and to date has raised nearly £120 million. Edge Performance is managed by Edge Investment Management, a leading 

specialist entertainment and media fund manager. 

The Company has seven classes of Shares in issue: C Shares; D Shares; E Shares; F Shares; G Shares; H Shares; and 

I Shares and each class of shares is admitted to the premium segment of the Official List of the UK Listing Authority and 

traded on the main market of the London Stock Exchange. A separate pool of assets is attributable to each class of 

Shares. 

Under the Offer for Subscription described in this Prospectus, Edge Performance is providing Investors with a further 

opportunity to subscribe for H Shares, an “evergreen” share class with no fixed life or planned realisation date, which 

seeks to generate growth and a consistent, long-term and tax-free yield for Investors. 



The H Share Fund 

The investment focus for the H Share class will remain the entertainment and media sector and enabling technologies for 

the sector. The majority of the portfolio investments will include loan finance, up to the maximum level permitted by VCT 

Rules, which should provide additional capital protection. 

The principal features of the H Share Fund are as follows: 

• Tax-free income 

The Company will seek to provide consistent tax-free annual dividend distributions to Investors. To align the interests 

of the Investment Manager with this objective, the Investment Manager’s performance fee is payable only if cumulative 

Dividends over the life of the H Share Fund average at least 7p per H Share per year (i.e. a yield of at least 10% of 

the Investor’s net cost of investment assuming up front income tax relief was obtained at 30% of the amounts invested) 

and the net asset value per H Share exceeds 100p. In the early years of the H Share Fund, the Company is targeting 

paying annual dividends of 3.5p per H Share per year (a 5% yield assuming up front income tax relief was obtained 

at 30% of the amounts invested), while the anticipated returns from Qualifying Investments start to grow. 

The Company has declared an interim dividend of 3.5p per H Share, which will be paid on 19 April 2013 to all holders 

of H Shares who are on the Company’s register of members on 12 April 2013. Consequently, Investors whose New 

H Shares are allotted and issued on or before 8 April 2013 will be entitled to receive this interim dividend payment 

in respect of those New H Shares. New H Shares issued after 8 April 2013 will not qualify to receive this dividend. 

The Company will publish an updated Net Asset Value per H Share to reflect the payment of this dividend, and the 

Offer Price in respect of New H Shares issued after 19 April 2013 will be adjusted accordingly. 

Since 2007, the Company has paid or declared annual dividends to its Ordinary, C, D, E, F and G Shareholders at 

a level representing an annual yield of 10% or more of the investor’s net cost of investment assuming up front income 

tax relief was obtained at 30% of the amounts invested. 

• Risk reduction 

The Company will seek, wherever possible, to employ risk reduction strategies in connection with Qualifying 

Investments. 

• Growth through reinvestment 

It is intended that the majority of any gains made on realisation of investments held in the H Share Fund will be 

distributed by way of dividends to H Shareholders to maintain and improve the H Shareholders’ yield. The balance 

of any proceeds of realisation of investments will be reinvested with the objective of providing compound growth for 

the H Shareholders. 

• Investment strategy 

The H Share Fund will seek to make Qualifying Investments in businesses in the entertainment and media sector. 

In assessing whether a particular company is suitable for a Qualifying Investment, the Investment Manager will have 

regard to some or all of a number of criteria, including the track record of the company’s management team, the 

level of the company’s turnover, the size of the total investment sought by the company and the likely attainability of 

both growth in the business and an appropriate exit opportunity for the Company. Given the degree of sector 

experience and expertise of the Board and the Investment Manager’s team, a key consideration when assessing a 

potential investment is the extent to which the Board’s and Investment Manager’s involvement in the business could 

add value, with the objective of enhancing returns to Shareholders. 


PR (Ann XV) 1.1 

PR (Ann I) 10.4


• Access to existing portfolio 

The H Share Fund has already made four Qualifying Investments, totalling £630,000, in four companies, further 

details of which can be found on pages 31 and 32 of this Prospectus. Successful applicants for New H Shares 

under the Offer will thereby gain access to the H Share Fund’s existing, and yielding, portfolio of investments. 

Specialist team 

The Board and the Investment Manager together have a wealth of experience in the entertainment and media sector. The 

Board believes that such a level of experience and sector specialisation brings significant advantages, through: 

• access to investment opportunities which might not be available to those less familiar with the sector; and 

• a deep understanding of the particular nature of the sector, which enables the Company to identify and avoid problems 

commonly associated with investing in the sector. 

Low total expenses 

Assuming full subscription under the Offer, it is anticipated that the total operating expenses of the Company (excluding 

performance-related incentive fees, irrecoverable VAT and trail commission to intermediaries 1 ) will be no more than 2.5% 

of the net asset value of the Company, including the Investment Manager’s annual fees described in more detail on page 

29 of this Prospectus. 

Note: 

(1) Although all trail commissions payable in connection with the Offer will be borne by the Investment Manager, the Company will continue to 

pay trail commissions to authorised intermediaries in respect of some previous offers for subscription. 

Substantial tax benefits 

Subscriptions to VCTs in the 2012/13 and 2013/14 tax years can attract income tax relief at the rate of 30%. This 

means that, for every £1 invested, the net cost to an Investor should be 70p. Distributions and dividends are tax-free for 

Qualifying Investors. 

Relaxation of VCT Rules 

The 2012 Budget saw the announcement of the relaxation of certain VCT Rules, with those changes enacted by the 

Finance Act 2012. As a result of those changes, a VCT may now make a Qualifying Investment in a business with £15 

million in gross assets (previously £7 million) and with up to 250 employees (previously 50). Additionally, the amount of 

investment which a company can receive in any year has now been increased from £2 million, to £5 million. These changes 

are welcomed by the Company as they provide it with the ability to invest in larger, more established, businesses of a type 

which the Investment Manager believes has historically been shown to be less risky and has the capacity to generate 

higher returns for the Company. 

If potential Investors have any questions regarding this investment they should contact their financial adviser. For questions 

relating to an application, financial advisers should please contact RAM Capital Partners by telephone on 020 3006 7530, 

or via e-mail to taxsolutions@ramcapital.co.uk. Investors should note that no investment or tax advice can be given by the 

Company, the Investment Manager or RAM Capital Partners and your attention is drawn to the Risk Factors set out on 

pages 15 to 17 of this Prospectus. 

PR (Ann I) 9.2.3 

and 10.4


23 

PART 2: INFORMATION RELATING TO THE COMPANY 

Introduction 

Using the skills of the Directors and the investment team of the Investment Manager who collectively have a depth of 

experience in the entertainment and media industry, Edge Performance was established for the purpose of investing in 

the entertainment and media industry. 

Through previous offers for subscription, Edge Performance has raised nearly £120 million since 2006. 


I Shares. Each class of shares is admitted to the premium segment of the Official List of the UK Listing Authority and 


Shares. 

To date, the Company has made Qualifying Investments totalling £61.6 million in 48 companies and Non-qualifying 

Investments totalling £12.9 million in 25 of those companies. The Company’s Qualifying Investments in 11 of those 

companies have since been realised and the Non-qualifying Investments in 3 of those companies have since been partially 

or wholly realised. 

Edge Performance continues regularly to identify or receive approaches in respect of attractive investment opportunities 

in the wider entertainment and media sector. Moreover, the Investment Manager believes that the continued reduced 

levels of funding generally available to businesses through borrowing means that terms of investment which Edge 

Performance is able to obtain have become and remain increasingly attractive. For these reasons, the Directors are 

confident that the required minimum of 70% of the additional funds raised under the Offer can be invested in Qualifying 

Investments within a reasonable period, and in any event within the three year period required under VCT Rules. 


Investment policy 

The Company’s investment policy is as follows: 

Edge Performance offers the opportunity to invest in the entertainment and media industry in a broad range of companies 

(thereby diversifying risk), and seeks to allow investors to take advantage of VCT tax reliefs while combining the features 

listed below. 

• C, D, E, F, G and I Share Funds 

Edge Performance is seeking to achieve: high targeted returns, downside risk protection and liquidity. 

The Company will balance Qualifying Investments with a high level of capital protection with other Qualifying 

Investments where the potential for significantly higher returns justifies a lower level of capital protection; the intention 

is that the investor’s risk is thereby minimised, underpinning the return to the investor of up to 70p per Share (i.e. 

the investor’s net cost of investment, assuming 30% income tax relief). 

• H Share Fund 

Edge Performance is seeking to achieve: growth, an annual yield for investors, risk reduction and liquidity. 

Edge Performance is seeking to provide a consistent tax-free annual dividend yield for investors. To align the interests 

of the Investment Manager with this objective, the Investment Manager’s performance fee is payable only if cumulative 

Dividends are at least 7p per H Share per year on average (i.e. a yield of at least 10% of the investor’s net cost of 

investment, assuming 30% income tax relief was obtained on investment) and the net asset value per H Share 

grows. In the early years of the H Share Fund, the Company is seeking to pay out annual dividends of 3.5p per H 

Share per year (a 5% yield assuming 30% income tax relief was obtained on investment), while the anticipated 

returns from Qualifying Investments start to grow. 

The Company will invest at least 70% of the H Share Fund in Qualifying Investments, using risk reduction strategies 

wherever available; the intention is that the majority of any gain made from realisation of Qualifying Investments will 

be distributed to H Shareholders, to maintain and improve the H Shareholders’ yield, with the remaining proceeds of 

realisation being reinvested in further Qualifying Investments in order to drive compound growth for the H 

Shareholders. 

Asset allocation 

Each of the Share Funds will initially be invested in a range of fixed income securities, cash and cash equivalent assets, 

offering a high degree of capital preservation. Up to 30% of each Share Fund will remain in such investments, while the 

balance will be realised to fund making Qualifying Investments. 

In instances where more than one of the Company’s Share Funds invests in a given portfolio business, the Company will, 

where practicable, arrange or rearrange the structure of the investment, so that each of the participating Share Funds 

PR (Ann I) 10.4 


PR (Ann I) 10.4


holds, pro-rata to the amount invested by it, the same investment instruments. This approach is intended to ensure that, 

where the value of a portfolio business changes, that change is reflected, proportionately, to the same extent across all 

of the participating Share Funds. 

In relation to the H Share Fund, the Company will seek to make Qualifying Investments which the Company believes are 

capable of generating an appropriate level of growth or return. 

In relation to the C, D, E, F, G and I Share Funds, the Company will balance investments with a high level of capital 

protection, ideally with contractual revenues or capital guarantees from financially sound counter-parties, with other 

investments where lower capital protection offers significantly higher potential returns. Through the use of this blended 

investment strategy: 

• the intention is that the Shareholder’s risk is thereby minimised, underpinning the return to the Shareholder of up to 

70p per Share (i.e. the Shareholder’s net cost of Investment, assuming 30% income tax relief); and 

• the targeted tax-free return is 130p per 70p invested (assuming tax relief at 30%, equivalent to a return of 160p per 

100p invested). 

Qualifying Investments will normally be made up of ordinary shares or other eligible shares (as defined under VCT Rules) 

in the investee company, together with, wherever practicable, loan stock or other loan finance and/or preference shares. 

Risk mitigation 

The Company’s structure aims to minimise the risk to the investor while still permitting the investor to benefit from attractive 

returns. Wherever possible, the portfolio investments will be made through loan finance as far as is permitted under VCT 

Rules which should provide additional capital protection. 

Borrowings 

It is not intended that the Company will incur borrowings to fund its operations, although the Company may, under its 

Articles of Association, borrow in aggregate an amount up to 50% of its Adjusted Capital and Reserves (as defined in the 

Company’s articles of association, being the aggregate of the Company’s paid up share capital and the amount standing 

to the credit of the consolidated capital and revenue reserves of the Company, after adjustments, including for tax and 

distributions, and such other adjustments as the Company’s auditor may consider appropriate). 

VCT status and maximum exposures 

The Company must be approved by HM Revenue & Customs in order to retain its venture capital trust status. The 

conditions which must be satisfied to retain such status currently include the restriction on the maximum exposure of the 

Company that not more than 15% by value of the Company’s investments can be held in a single company or group 

(other than a VCT). The Company will not exceed this level even in the event of an increase in the limit imposed by VCT 

Rules. 


PR (Ann XV) 

1.3, 2.1 and 2.2 

Investment outlook 

There is continuing economic uncertainty in the UK and overseas. Despite the current economic environment, the Board 

believes that the Company will continue to be able to identify suitable high quality investment opportunities from existing 

co-promotion arrangements and from external sources. Accordingly, the Board is confident that the H Share Fund will be 

fully invested in VCT qualifying opportunities well in advance of the three year period specified by VCT legislation but also 

that there will continue to be attractive opportunities for the investment of the additional funds raised under the Offer. 

PR (Ann I) 9.2.1 

and 9.2.3 

Non–qualifying Investments 

As with the other Share Funds, initially the net proceeds of the Offer will be invested in a range of fixed income securities 

and cash and cash equivalent assets, offering a high degree of capital preservation. While a suitable level of return will be 

sought from such investments, the Company will continue, for as long as it feels it appropriate, to regard capital preservation 

as an important consideration. Subsequently, up to 30% of each Share Fund will be maintained in such investments while 

the balance is reinvested in Qualifying Investments. 

Details of the Company’s Non-qualifying Investments as at the date of this Prospectus are set out in paragraph 6 of Part 


PR (Ann I) 10.4


25 

H Share Fund 

Edge Performance will seek to make Qualifying Investments with the H Share Fund in the entertainment and media sector 

and in the enabling technologies for the sector. The Investment Manager will seek to make such investments in Qualifying 

Investments which it believes have the potential for profitability and growth, in order to generate growth and a consistent 

yield for Investors. 

Potential Qualifying Investments will be assessed by the Investment Manager based on some or all of a number of criteria, 

including whether the business: 

• is in the identified sector of entertainment and media; 

• has proven management; 

• has existing revenues; 

• requires a total investment round of between £1 million and £10 million; 

• has the capability to scale earnings rapidly; 

• offers an exit route within a 5 to 10 year period; 

• is capable of generating a return to the H Share Fund, over a 5 year period, of at least 3 times the amount invested; 

and 

• is one where Edge Performance and the Investment Manager can add value to enhance returns to Shareholders. 


Wherever possible, Qualifying Investments will entail risk reduction strategies. These will include as much of each 

investment as is permitted by VCT Rules being provided by way of loan finance, security over a business’s assets and/or 

contractually guaranteed revenues, or obtaining suitable third party capital guarantees. 

It is intended that the majority of any gains made on realisation of Qualifying Investments will be distributed to H 

Shareholders, to maintain and improve the H Shareholders’ yield, with the remaining proceeds of realisation being 

reinvested in new Qualifying Investments, in order to drive compound growth for the H Shareholders. 

The Company will seek to provide a consistent tax-free annual dividend yield for Investors. To align the interests of the 

Investment Manager with this objective, the Investment Manager’s performance fee is payable only if cumulative Dividends 

over the life of the fund average at least 7p per H Share per year on average (i.e. a yield of at least 10% of the investor’s 

net cost of investment assuming upfront income tax relief was obtained at 30% of the amounts invested) and the net 

asset value per H Share exceeds £1.00. In the early years of the H Share Fund, the Company will seek to pay annual 

dividends of 3.5p per H Share per year (a 5% yield assuming up front income tax relief was obtained at 30% of the 

amounts invested), while the anticipated returns from Qualifying Investments start to grow. Since 2007, the Company 

has paid or declared annual dividends to its Ordinary, C, D, E and F Shareholders at a level representing an annual yield 

of 10% or more of the investor’s net cost of investment. The Company has declared an interim dividend of 3.5p per H 

Share, which will be paid on 19 April 2013 to all holders of H Shares who are on the Company’s register of members on 

12 April 2013. Consequently, Investors whose New H Shares are allotted and issued on or before 8 April 2013 will be 

entitled to participate in that dividend payment in respect of those New H Shares. New H Shares issued after 8 April 

2013 will not qualify to receive the interim divided to be paid on 19 April 2013 (with the Offer Price in respect of New H 

Shares issued thereafter adjusted accordingly). 

There may be potential, in some instances, for the H Share Fund to co-invest alongside other Share Funds. However, it 

is expected that the H Share Fund will be applied in making Qualifying Investments with a greater lifespan than the 

other Share Funds, as a shorter investment horizon is less likely, in the Investment Manager’s opinion, to generate the 

levels of return required in order to meet the Company’s targeted growth and yield for H Shareholders. 

The Directors and the Investment Manager 

The collective experience of the Board and the Investment Manager’s investment team, which covers VCT fund 

management, venture capital, investment banking, live event promotion, corporate finance, private equity, artist 

management, legal and business affairs, accountancy, tax and deal structuring skills will be employed in the selection and 

management of the Company’s investments.


The Directors 

The Directors listed below, all of whom are non-executive, are responsible for overseeing the investment policy and will 

have overall responsibility for the Company’s activities. The Directors are, with the exception of David Glick, independent 

of the Investment Manager. 

PR (Ann I) 

14.1(a) 

LR 15.2.11(a) 

Sir Robin Miller (Chairman of Edge Performance) 

Robin Miller was formerly Chief Executive (1985-98 and 2001-03) and Chairman (1998-2001) of Emap plc, one of the 

UK’s leading media groups with businesses including consumer and trade publishing, commercial radio and music TV 

channels and events. 

In 2003, Robin became senior media adviser to HgCapital, and was involved in the successful disposal of Boosey & 

Hawkes and Clarion Events Limited. He was previously a non-executive director of Channel 4 Television (1999-2006), 

and was Chairman of their New Business Board, was Non-Executive Chairman of the HMV Group (2004-2005), Senior 

Non-Executive Director at Mecom Group plc (2005-2009), and Chairman of Entertainment Rights plc (2008-2009) and 

Setanta Sports Holdings Limited in 2009. 

Robin is currently also a non-executive director of The Racing Post and Time Out Group, Chairman of IBIS Media VCT 

plc, Golf Club Network, Crash Media Group and a director of Bikesportnews.com and a Trustee of the Golf Foundation 

and Riders for Health. 

Kevin Falconer 

Kevin Falconer has spent most of his professional life as a senior private banker specialising in the entertainment and 

media sector. Until 2005, he was the Head of HSBC Private Bank’s global media practice. 

Since leaving the banking industry, he has devoted his time to providing strategic advice to a small group of highly 

successful media entrepreneurs, including Chris Blackwell (founder of Island Records) and Pete Waterman. He is currently 

a non-executive director of Pete Waterman Entertainment Limited and Audiotube Limited. 

Michael Eaton 

Michael Eaton is a qualified (non-practising) solicitor and was a partner at City law firm Stephenson Harwood, specialising 

in corporate finance. In 1977 he joined the Dick James Music Organisation where he was responsible for the legal and 

administrative aspects of its publishing, recording and management activities. In 1979, he formed Eaton & Co. 

(subsequently re-named Eaton & Burley), a firm of solicitors specialising in the music industry, and in 1990 he was a cofounder 

of Eatons, a leading music and entertainment law firm, with David Glick. 

In 2000, he founded MusicLore, which has provided business, management and legal advice to some of the world’s 

leading recording and performing artists. 

He has throughout his career acted for numerous highly successful popular music artists, including Eric Clapton, the Bee 

Gees, the Police, Enya and Frankie Goes to Hollywood in North America as well as Europe. He has also represented a 

number of successful businesses in the entertainment and media sector, such as Northern Songs, the Beatles’ music 

publishing company. More recently he has represented Eric Clapton in relation to his world-wide touring activities and was 

one of the main organisers of the Crossroads Guitar Festivals in Dallas in 2004 and in Chicago in 2007 and 2010. He is 

currently chief executive officer of Bushbranch Limited, a music management company providing management services 

to Eric Clapton. 

Frank Presland 

Frank Presland practised as a solicitor for 25 years, specialising in music and copyright. He advised numerous musicians 

including The Beatles, Dusty Springfield, The Troggs, Terence Trent D’Arby and Elton John as well as music publishing 

companies including BMG Music Publishing Limited and record companies including RCA Records. He became senior 

partner of law firm Frere Cholmeley Bischoff and later became joint Chairman of the national law firm Eversheds. 

In 1999 he established Twenty-First Artists, a music management company, of which he was Chief Executive Officer until 

2010. From May 2006 to April 2008, he was Chief Executive Officer of The Sanctuary Group plc, in which role he 

brokered the sale of the group to Universal Music in 2007. He is currently Chairman of the Rocket Music Entertainment 

Group, which provides management services to Elton John, Lily Allen, James Blunt and a number of other artists.


27 

David Glick 

David Glick is an experienced venture capital investor in the entertainment and media sector who has specialised in various 

aspects of the industry and been involved in the sale and purchase of multi-million pound entertainment and media assets, 

with a particular emphasis on music, television, film, sport, theatre and fashion. 

David Glick, who was previously a practising solicitor, co-founded Eatons, a leading music and entertainment law firm, in 

1990; in 2000 Eatons merged with law firm Mishcon de Reya where he became head of the entertainment and media 

group. In 2004 he formed the Edge group of companies as a specialist investment and advisory business for the 

entertainment and media sector. At Edge, he has brokered and advised clients on the sale and purchase of a range of 

entertainment and media related assets and businesses. He has also been both an executive and a non-executive director 

of Entertainment Rights, the UK media business which was quoted on the Official List. He is the founder of Edge 

Performance VCT and is married to Kate Glick. 

Lord Flight 

Lord Flight has worked in the financial services industry for 40 years and co founded Guinness Flight Global Asset 

Management. In 1998, upon Guinness Flight’s acquisition by Investec, he became Joint Chairman of Investec Asset 

Management Limited. He was the MP for Arundel and South Downs from 1997 to 2005 and was Shadow Chief Secretary 

to the Treasury between 2000 and 2004. He was appointed to the House of Lords in January 2011. He is Chairman of 

the EIS Association and CIM Investment Management Limited and is a director of Metro Bank plc, Marechale Capital 

Limited, Investec Asset Management Limited and of a number of other companies in the financial services sector. He is 

also a Commissioner of the Guernsey Financial Services Commission and has been a member of the House of Lords EU 

Finance and Economics Committee since 2010. 

The Investment Manager 

The investment manager of the Company is Edge Investment Management which was established in July 2005 and is 

authorised and regulated by the FSA. The members of the Edge Investment Management investment committee are all 

directors of Edge Investment Management; their details are shown below. 

PR (Ann XV) 

4.2.1 

Gordon Power (Chairman of Edge Investment Management) 

Gordon Power has 28 years of venture capital and private equity experience, is chairman of Edge Investment Management 

and is a private equity investor in his own right. 

He founded and was CEO of the private equity business, ProVen Private Equity (now re-named Beringea), and led its 

buy-out from Guinness Mahon in 1997. By 2002 ProVen, which specialised in media and intellectual property rights 

investments, had funds under management of US $370 million including a highly successful range of VCTs. From 1984 

to date, he has achieved an overall return in excess of 29% in 196 realised (i.e. sale, flotation or administration/liquidation) 

investments and unrealised investments. 

Harvey Goldsmith CBE 

Harvey Goldsmith is one of the UK’s best known music industry impresarios, having since the 1960s produced and 

promoted shows with leading artists such as The Rolling Stones, The Who, Bruce Springsteen, The Eagles, Led Zeppelin 

and Sting. He formed Artiste Management Productions in 1973 to produce and manage music artists, and Harvey 

Goldsmith Entertainments Limited in 1976, which became the UK’s leading promoter of concerts and events. He became 

involved in the Prince’s Trust in 1982, producing the first Prince’s Trust Rock Gala, and joining the Trust’s board. In 1985, 

he produced the Live Aid concert with Sir Bob Geldof, raising £140 million for famine relief in Africa and the more recent 

Live 8 concert in 2005. He has also produced major operatic productions and was the worldwide tour producer for 

Pavarotti. He is responsible for the annual Cirque du Soleil shows in the UK. Harvey was the instigator and producer of 

the Led Zeppelin reunion concert at the O2 Arena in London in December 2007. From 2008 until 2012, he managed 

Grammy award-winning guitarist, Jeff Beck. Harvey is Chairman of The British Music Experience. 

David Glick 

See above.


Alasdair George 

Alasdair George is a former solicitor who has 28 years of experience of legal, strategic, commercial and operational 

management in the entertainment industry, having been Senior Vice President of Legal & Business Affairs at Sony Music 

UK & Ireland, sitting on its management board and on the Council of the UK record trade association, the BPI. He handled 

the merger of Sony Music and Warner Music’s distribution businesses, the UK and Irish aspects of Sony Music’s global 

merger with Bertelsmann’s BMG, and the Sony-Michael Jackson joint venture (which created Sony/ATV Music Publishing). 

He has been a director of Edge Investment Management since 2007. 

Kate Glick ACA, CTA, ASI 

Kate Glick qualified as a chartered accountant and chartered tax adviser with Arthur Andersen where she worked from 

1991 until 2002 and is also a member of the Securities & Investment Institute. Her experience at Arthur Andersen included 

insolvency and turnaround advice and tax advice on areas including capital gains tax, trust and other personal tax matters. 

She is the Company Secretary of Edge Investment Management. She holds a BA in Economics from Cambridge University 

and is married to David Glick. 

Aside from the principal investment committee members listed above, the further members of the Investment Manager’s 

investment team collectively have a wealth of direct experience in venture capital, private equity, venture capital trusts, 

corporate finance, accountancy and tax. 

In addition to the members of the Edge Investment Management investment committee, the other members of the 

investment team of the Investment Manager are listed below. 

David Fisher 

David Fisher has 20 years’ experience in consulting, corporate finance, private equity, venture capital and VCTs, including 

investing in innovative UK companies in media and media technology. Between 1993 and 2000, he worked in strategy 

consulting and corporate finance at Deloitte and KPMG, following which he moved into venture capital fund management 

at Elderstreet Investments, where he invested in a range of technology, services, telecoms and new media companies. In 

2004, he joined the South East Growth Fund where he invested in similar small enterprises, including businesses in areas 

such as embedded advertising in video and mobile content management for the music industry. He joined the Investment 

Manager in 2010. 

Alison McCarthy 

Alison McCarthy began her career with the BBC in 1987, working in TV post-production, before becoming responsible 

for purchasing entertainment programming for the BBC and subsequently moving into television strategy for the 

corporation. In 2005, she moved to Shipleys, chartered accountants, where she specialised in media and entertainment, 

and in particular in relation to film tax credits, working with producers on over 50 films. In 2008, she joined Disney as 

finance manager for worldwide post-production, specialising in dubbing of Disney’s TV product into foreign languages. 

She joined the Investment Manager in 2010. 

Other information 

Non-qualifying Investments 

Under current VCT legislation, the Company is able to have up to 30% by VCT Value of its investments in Non-qualifying 

Investments. The Company intends initially to invest the net proceeds raised under the Offer (until they are needed for 

Qualifying Investments), and up to 30% of the net proceeds over the life of the relevant Share Fund, in appropriate 

investment grade financial instruments through one or more prominent fund managers. While a suitable level of return will 

be sought from such investments, the Company regards capital preservation as an important consideration. 

Financial resources 

The capital resources required to implement the Company’s investment strategy are to be provided by the proceeds of 

the Offer and it is not intended that the Company will incur borrowings to fund its operations. It is expected that the 

sources of the Company’s cash following the Offer will be interest and other income from investments, cash deposits and 

dividends and that its principal outflows will arise in relation to investments and operating expenses. 

PR (Ann XV) 1.2


29 

Management fees and expenses 

Edge Investment Management was first appointed as the investment manager of Edge Performance on 3 February 2006. 

On 24 November 2011, the Company and Edge Investment Management entered into the Existing Investment 

Management Agreement in respect of the management of the H Share Fund (as well as the C, D, E, F, G and I Share 

Funds). Under the terms of the Existing Investment Management Agreement, Edge Investment Management will continue 

to manage all of the Share Funds for an initial period ending on 11 April 2017 and continuing thereafter until terminated 

on 12 months’ notice, subject to earlier return of these funds. The Investment Manager is paid an annual management 

fee of 1.75% of the net asset value of the C, D, E, F, G and I Share Funds and 2.25% of the net asset value of the H 

Share Fund. On 18 February 2013, the Company entered into a New Investment Management Agreement with the 

Investment Manager which, with effect from 1 March 2013, will replace the Existing Investment Management Agreement 

conditional upon the approval of Independent Shareholders at the General Meeting. Under the terms of the New Investment 

Management Agreement, Edge Investment Management will continue to manage all of the Share Funds for an initial 

period ending on the earlier of 5 years from the first date of Admission of the New H Shares and 31 May 2018 and 

continuing thereafter until terminated by either party on 12 months’ notice, such notice to be served at the end of the 

initial period or at any time thereafter. 

The Investment Manager also receives an annual administrative fee of £225,000 (plus VAT) in total (across all Share 

Funds), adjusted by RPI in the second and subsequent years of the appointment. Subject to the approval of Independent 

Shareholders at the General Meeting, it is proposed that under a New Administrative Services Agreement the annual 

administration fee payable to the Investment Manager will be increased to £275,000 (plus VAT) per annum in total (across 

all Share Funds), adjusted by RPI in the second and subsequent years of the appointment. 

Assuming that the Offer is fully subscribed, it is anticipated that the annual operating expenses of the Company (excluding 

performance-related incentive fees, irrecoverable VAT and trail commission to intermediaries) will be no more than 2.5% 

of the net asset value of the Company. The total annual operating expenses of the Company (excluding performancerelated 

incentive fees, irrecoverable VAT and trail commission to intermediaries) are to be capped by the Investment 

Manager at 3% of the net asset value of the Company. 


and 3.2 

Performance-related incentive fees 

In relation to the H Share Fund, the Investment Manager will receive a performance-related incentive fee of 19% of Net 

Asset Value per H Share in excess of £1.00, payable only if cumulative average Dividends paid or declared exceed 7p 

per H Share per annum, and 29% of Net Asset Value per H Share in excess of £1.00, payable only if cumulative average 

Dividends paid or declared exceed 14p per H Share per annum. The Chairman of the Company will be entitled to receive 

a performance fee of 1% calculated on the same basis. 

Life of the H Share Fund 

As an “evergreen” fund, the H Share Fund is not anticipated to have a defined lifespan. 

VCT status monitoring 

PricewaterhouseCoopers LLP is retained by the Company to advise on compliance with the tax requirements relating to 

VCTs. It is intended that PwC will, if requested by the Board, review the qualifying status of new investment opportunities 

and carry out regular reviews of the Company’s investment portfolio. PwC will work closely with the Investment Manager 

and the Company’s auditor but will report direct to the Board. 

Shareholder communication and Net Asset Values 

The Company makes up its annual report and accounts to 28 February in each year and these are normally sent to 

Shareholders in June. Shareholders are also sent unaudited half-year reports made up to 31 August in each year. These 

accounts are also made available on the Company’s website www.edge.uk.com/edgeperformancevct; details of priority 

booking arrangements for Shareholders in relation to certain events are also published on the website. 

In addition, interim management statements in respect of the quarters to 31 May and 30 November each year will be 

announced each year via a Regulatory Information Service. The interim management statements are normally released by 

the Company in January (covering the quarter to the preceding 30 November) and July (covering the quarter to the 

preceding 31 May) each year.


The Net Asset Value of each class of Share is calculated by the Board on a quarterly basis, in accordance with the 

Company’s accounting policies and published through a Regulatory Information Service. 

Enhanced Share Buy-back 

An investor who subscribed after 5 April 2006 for shares in a venture capital trust is required to hold those shares for five 

years from the date of issue in order to retain all of the income tax relief which he or she obtained at the time of investing. 

The most recent allotment of C Shares in Edge Performance took place in May 2007, meaning that all C Shares have 

now been in issue for the required minimum holding period. The Board has decided that C Shareholders should be offered 

a further opportunity to participate in an Enhanced Share Buy-back in respect of their existing C Shares, details of which 

are set out in the Circular. 

The initial costs and expenses of the Enhanced Share Buy-back (including irrevocable VAT and stamp duty payable in 

connection with the existing C Shares purchased by the Company) will be met by participating C Shareholders. The cost 

of any trail commissions will be met by the C Share Fund (and borne by C Shareholders). If the Enhanced Share Buyback 

is not approved or implemented, the C Share Fund will meet the consequent abort costs and expenses. 

PR (Ann I) 5.1.5 

Current trading and financial position 

Capital structure 


I Shares and each class of shares is admitted to the premium segment of the Official List of the UK Listing Authority and 


shares. 

Through previous offers for subscription, the following amounts have been raised by the Company (before the 

deduction of the costs and expenses of the relevant offers for subscription): 

Offer Date offer opened Amount raised 

Ordinary Shares * January 2006 £6,355,780 

C Shares December 2006 £13,305,019 

D Shares November 2007 £19,158,328 

E Shares November 2008 £9,705,366 

F Shares November 2009 £29,240,096 

G Shares October 2010 £23,792,387 

H Shares November 2011 £2,186,850 

I Shares November 2011 £12,738,859 

I Shares (through enhanced buy-back of C Shares) July 2012 £2,811,993 

Total £119,294,678 

* All Ordinary Shares were converted to Deferred Shares and then cancelled on 21 December 2009. 

Financial highlights 

Audited financial information for Edge Performance for the years ended 28 February 2010, 28 February 2011 and 29 

February 2012 and the unaudited half-year accounts for the six months ended 31 August 2011 and 31 August 2012 are 

incorporated by reference in Part 5 of this Prospectus.


31 

Overview of activities – H Share Fund 

As at the date of this Prospectus, the Company has made the following Qualifying Investments from the H Share Fund: 

MirriAd Limited (“MirriAd”) 

MirriAd is an innovative technology business which has developed a fully integrated system enabling the digital placement 

of products and advertising into TV programming and video, and is therefore ideally positioned to capitalise on the recent 

relaxation of product placement restrictions in UK and other European-originated television programming. MirriAd has also 

already been working with broadcasters and television production companies in countries outside of Europe. 

The Company invested £1 million in MirriAd in May 2012, with a further £1 million invested in August 2012, in each case 

for ordinary shares in MirriAd. As at the date of this Prospectus, the Company holds 13.8% of the issued share capital 

of MirriAd. 

The Company’s investment in MirriAd was spread across the F, G and I Share Funds, as well as the H Share Fund; of 

that overall investment of £2 million, £286,000 was attributed to the H Share Fund, representing an effective holding by 

the H Share Fund of 2% of the issued share capital of MirriAd. 

North Promotions (“North Promotions”) 

In December 2011, North Promotions made a successful takeover offer to acquire the entire issued share capital of 

Coolabi plc (“Coolabi”). 

The business of the North Promotions group of companies (i.e. now including Coolabi) is that of creation, acquisition, 

development and creative management of intellectual property assets, particularly in the field of character merchandising. 

Its principal characters include Poppy Cat, Purple Ronnie, Dead Gorgeous, Bagpuss, Clangers and Ivor the Engine. The 

Investment Manager is pleased with the business’s progress, since the acquisition of Coolabi, in developing its intellectual 

property assets, and regards the business as well placed for future growth. 

To date, the H Share Fund has invested £44,000 as a Qualifying Investment in North Promotions, with a further £25,000 

committed to be invested in 2013, with the investment structured in part for ordinary shares in North Promotions and in 

part for secured loan stock. All of the Company’s Share Funds have, to varying extents, made Qualifying Investments in 

North Promotions. 

Beast Quest Acquisitions Limited (“Beast Quest”) 

In July 2012, the H Share Fund, together with the F, G and I Share Funds, invested a total of £2.4 million in Beast Quest, 

a newly-formed company, which utilised the investment to acquire 100% of the issued share capital of Beast Quest 

Limited.


Until its acquisition in July 2012, Beast Quest was part of the Working Partners group and operated in substantially the 

same area, creating children’s intellectual property for sale to publishers under the Beast Quest and new Sea Quest 

brands. The Beast Quest series of books now runs to 60 titles in print in over 30 countries around the world, has been 

translated into 27 languages and has sold 10 million copies. Beast Quest has also developed games and a virtual online 

world to earn additional revenue and to support the book brand. Beast Quest is planning on launching 18 new Beast 

Ques titles in the next few years; books in the new Sea Quest range will be published from March 21012 onwards. Beast 

Quest has also recently concluded an option agreement with a film studio to produce a Beast Quest film. 

The Company’s investment in Beast Quest was made partly for ordinary shares (with the H Share Fund’s proportion of 

that investment resulting in it holding 3% of the issued share capital of Beast Quest, and with the Company’s total holding 

amounting to 50% of the issued share capital of Beast Quest) and partly for secured loan stock. 

WP Acquisitions Limited (“WP”) 

In July 2012, the Company invested a total of £2.66 million in WP, of which £153,000 was met from the H Share Fund. 

WP then acquired 92.5% of the issued share capital of the Working Partners group, with an option to acquire the remaining 

7.5%. 

Working Partners creates and exploits children’s intellectual property, with a focus on book series for children aged between 

five and fourteen, which it sells to publishers in the UK, the USA and more than thirty other territories around the world. 

To date, Working Partners has created 80 book series, comprising more than 1,000 titles, sold into more than 30 

languages. Ten book series have sold more than one million copies each. Successful titles include Seekers, Warriors, 

Dinosaur Cove and Animal Ark. Working Partners plans on launching at least eight new series in 2013 and additional 

series thereafter. Working Partners also has a rights agency, Rights People, representing the interests of intellectual 

property rights owners, and which has become the largest rights agency in the UK for children’s literature. Also part of 

the Working Partners group is Greenhouse, a small literary agency subsidiary which represents authors. 

The H Share Fund’s investment in WP was made in part for secured loan notes and in part for ordinary shares in WP, 

resulting in the H Share Fund holding approximately 3% of the issued share capital of WP (and with other Share Funds 

together holding a further 47% in aggregate). 

Details of all Qualifying Investments held by the other Share Funds can be found on pages 46 to 49 of this Prospectus.


33 

PART 3: INFORMATION RELATING TO THE H SHARES AND THE OFFER 

H Share Offer 

5 million New H Shares are being offered at a price per New H Share equal to the Net Asset Value per H Share most 

recently published prior to the date of allotment of the relevant New H Shares (the “applicable Net Asset Value per H 

Share”), divided by 0.95. The Offer Price will be announced through a Regulatory Information Service on the next Business 

Day following each allotment and issue of New H Shares. 

The Offer is being made to raise funds for the Company to invest in businesses in the entertainment and media sector. 

The Board believes that the increased number of Shares in issue following the Offer may in due course improve the 

liquidity in the market for its Shares. In addition, the increased capital base of the Company would allow the operating 

costs to be spread across a larger number of Shares which should cause the total expense ratio to fall. 

The Directors have indicated that they will subscribe for £50,000 of New H Shares in aggregate pursuant to the New H 

Share Offer. 

The estimated total net proceeds of the Offer (assuming Maximum Subscription and after expenses but excluding the 

impact of any dilution attributable to the issue of Early Application Incentive Shares) are £4.67 million, assuming that the 

applicable Net Asset Value per H Share is the same as the Net Asset Value per H Share as at the date of this Prospectus 

(namely 93.35p per H Share) and the Offer Price is therefore 98.26p per New H Share. 

It is intended that funds raised by the Offer will be invested in accordance with the Company’s investment policy. The H 

Share Fund will continue to be administered as a separate investment pool from the other Share Funds. The Offer is not 

being underwritten. If the Offer is, or in the opinion of the Directors is likely to be, over-subscribed, it may be increased 

at the discretion of the Directors to no more than 20 million New H Shares. The over-allotment facility may be utilised 

while the Offer remains open. 

If the Directors exercise their discretion to increase the number of H Shares that are the subject of the Offer to 20 million, 

assuming that the Offer Price is 98.26p per New H Share, the net assets of the Company will be increased by £18.67 

million, before taking into account the impact of the issue of Additional New H Shares or the Waiver Shares. 

The Existing H Shares will represent approximately 31% of the enlarged H Share capital immediately following the Offer 

if 5 million New H Shares are issued. On this basis, the percentage holding of Existing H Shareholders will be diluted by 

approximately 69% as a result of the Offer (although the H Share Fund will increase by the amount of the net proceeds 

of the Offer). If the over-allotment facility is utilised and 20 million New H Shares are issued in aggregate, the Existing H 

Shares will represent approximately 10% of the enlarged H Share capital immediately following the Offer and the 

percentage holding of Existing H Shareholders will be diluted by approximately 90% as a result of the Offer (although the 

H Share Fund will increase by the amount of the net proceeds of the Offer). 


5.1.2 



PR (Ann III) 

5.2.2 

PR (Ann III) 

5.2.5 and 5.4.3 


and 9.2 

The ISIN number and SEDOL code of the H Shares is as follows: 


ISIN: GB00B44VMB16 

SEDOL: B44VMB1 

How to invest 

An Application Form in respect of the Offer is included at the end of this Prospectus. The minimum investment is £5,000. 

Although there is no maximum size of investment, tax reliefs are available on a maximum VCT investment of £200,000 

per individual in any one tax year. 

PR (Ann III) 

5.1.6 

Category of potential Investors 

A typical investor for whom the Offer is designed is a UK income tax payer over 18 years of age with an investment range 

of between £5,000 and £200,000 in any one tax year who, having regard to the risk factors set out on pages 15 to 17 

of this Prospectus, considers the investment policy of the Company to be attractive. This may include retail, institutional 

and sophisticated investors and high net worth individuals who already have a portfolio of non-VCT investments and who 

are willing to invest over the medium to long term. 

PR (Ann III) 

5.2.1 


Costs and expenses of the Offer 

The Company has agreed to pay the Investment Manager an initial offer fee of 5% of the gross funds raised under the 

Offer and an annual fee equal to 0.25% per annum of the gross funds raised under the Offer, for a period of four years. 

If 5 million New H Shares are issued under the Offer, the total costs and expenses payable by the Company will be 

approximately £295,000, all being fees payable to the Investment Manager (including annual fees) assuming, as above, 

PR (Ann III) 

5.3.3


that the Offer Price is 98.26p per New H Share. From this fee, the Investment Manager will meet all costs and expenses 

of the Offer (save only the cost of Early Application Incentive Shares, which are described below). Any initial costs and 

expenses of the Offer in excess of 5% of the gross funds raised under the Offer will be borne by the Investment Manager. 

The costs and expenses of the Offer for which the Investment Manager will be responsible include, as applicable, (i) all 

commission to authorised financial intermediary firms described below; (ii) the cost of Waiver Shares issued where the 

financial intermediary firm elects to waive some or all of its initial commission; and (iii) the cost of Additional New H Shares 

issued where the financial intermediary firm is not permitted under FSA Rules to receive commission. 

Interest earned on subscriptions pending allotment will be paid to the Company following allotment. 

Investors participating in the Offer will effectively bear the initial offer fee of 5% of the gross funds payable to the Investment 

Manager as the Offer Price will be at a premium to the latest published Net Asset Value per H Share. 

The annual fee payable to the Investment Manager equal to 0.25% per annum of the gross funds raised under the Offer 

for a period of four years will be paid from the H Share Fund and therefore borne by all H Shareholders at the time of 

payment. 

Financial Intermediaries 

Initial commission 

The costs of the Offer to be borne by the Investment Manager include an initial commission to authorised financial 

intermediary firms (where permitted by the FSA Rules) of 2.25% of the sums subscribed in successful subscriptions 

under the Offer. 

Trail commission 

The Investment Manager will also pay trail commission to authorised financial intermediary firms (where permitted by the 

FSA Rules) at the rate of 0.25% per annum of the amounts invested by their clients under the Offer for up to four years 

on successful applications which are submitted through them and in respect of which the Investor continues to hold New 

H Shares as at 30 April in each year. The first payment of trail commission in respect of the New H Shares is expected 

to be made in June 2014 in respect of the year ending 30 April 2014. The final payment of trail commission in respect 

of the New H Shares is expected to be made in June 2017 in respect of the year ending 30 April 2017. The entitlement 

to trail commission will belong to the financial intermediary firm through which the successful application is received and 

not to any individual financial adviser nor to any financial intermediary firm who may subsequently employ or engage such 

individual adviser. 

Waiver of commission 

Financial intermediary firms may elect to waive some or all of the initial commission otherwise payable to them, in which 

case Waiver Shares to the value of that waived initial commission will be issued to the relevant Investor. The number of 

such Waiver Shares will be calculated based on the Offer Price and will be rounded down to the nearest whole number 

of Waiver Shares. The costs of the Waiver Shares will be borne by the Investment Manager. 

Retail Distribution Review 

The UK’s Retail Distribution Review (“RDR”) came into force on 31 December 2012. RDR seeks to improve the clarity 

with which financial advisers describe their services and charges to clients. 

The FSA Rules, and in particular Rule 6 of the FSA’s Conduct of Business Sourcebook, state that, where a financial 

intermediary firm gives advice to a retail client after 30 December 2012, that firm may only be remunerated for that advice 

through ‘adviser charges’ and may not receive commission. A retail client is defined in the FSA Rules as anyone who is 

not an eligible counterparty or a professional client (within the meaning of MiFID). Financial intermediary firms should note 

that the Application Form therefore requires them to certify to Edge Performance that they are permitted by FSA Rules 

(and in particular by Rule 6 of the FSA’s Conduct of Business Sourcebook) to receive commission in respect of the relevant 

application. If Section 7 of the Application Form is not signed by an authorised signatory of the intermediary firm, Edge 

Performance or the Investment Manager (as applicable) will not be able to pay commission or to issue Waiver Shares in 

respect of waived commission. 

In instances of successful applications under the Offer introduced by a financial intermediary firm which is not permitted, 

by virtue of the FSA Rules, to receive introductory commission: 

• the Investment Manager will facilitate the payment of that intermediary’s initial adviser charges by means of a oneoff 

payment (in an amount approved and authorised by both the Investor and the adviser, through the completion of 

Section 8 of the Application Form, with that amount to be deducted from the payment received by the Company 

from the applicant, so that only the net payment received, after deduction of the adviser charges, will be applied in 

subscription for New H Shares); and 

PR (Ann I) 9.2.1


35 

• the Company will issue the Investor with Additional New H Shares, to the value of 3.25% of the amount subscribed 

(rounded down to the nearest whole number of Additional New H Shares); the Offer Price of those Additional New 

H Shares will be met by the Investment Manager. 

Conditions of the Offer 

The Offer is conditional upon Shareholder Approval. 

Timetable 

The Offer will remain open for subscription until 5.00pm on 5 April 2013 for applications in respect of the 2012/13 tax 

year and until 3.00pm on 14 June 2013 (or such other dates as may be determined by the Directors, being no later than 

31 January 2014 in any event) for applications in respect of the 2013/14 tax year. The Directors reserve the right to 

extend or increase the Offer. 

The Offer may close before the dates stated above if the Maximum Subscription of the Offer is achieved before those 

dates. It is expected that the New H Shares to be issued pursuant to the Offer will be admitted to the premium segment 

of the Official List and to trading on the main market of the London Stock Exchange and dealings will commence within 

20 Business Days of the relevant allotment. 

PR (Ann III) 

5.1.3 

PR (Ann III) 

5.2.3(g) 

Early Application Incentive Shares 

Investors successful whose successful applications for New H Shares are received by: 

• 8 March 2013 will receive 20 Early Application Incentive Shares for every 1,000 New H Shares subscribed for; or 

• 15 March 2013 will receive 10 Early Application Incentive Shares for every 1,000 New H Shares subscribed for, 

in each case rounded down to the nearest whole number of Early Application Incentive Shares. 

In addition, any Existing Shareholder (including also his or her spouse or civil partner) whose successful application for 

New H Shares is received by 15 March 2013 will receive a further 20 Early Application Incentive Shares for every 1,000 

New H Shares subscribed for (rounded down to the nearest whole number of Early Application Incentive Shares). 

The Directors reserve the right, in their absolute discretion, to terminate or vary the incentive arrangements detailed in the 

preceding paragraphs at any time prior to the close of the Offer. 

PR (Ann III) 

5.1.3 

Application procedure 

The Directors in their absolute discretion will determine the basis of allocation of the New H Shares but expect to allocate 

on a first come/first served basis. To the extent that any application is not accepted, any excess payment will be returned 

without interest by returning the applicant’s payment through the post at the risk of the person entitled thereto. The 

Receiving Agent will acknowledge receipt of applications. An Application Form together with notes on its completion is 

set out at the end of this Prospectus. 

Applicants under the Offer must specify a fixed sum in sterling, being the aggregate subscription price for the New H 

Shares for which they wish to apply at the Offer Price. The minimum investment per applicant is £5,000 (which may be 

spread across two tax years) and applications in excess of that amount should be made in multiples of £1,000. There is 

no maximum investment per applicant. Multiple applications are permitted. Application Forms should be sent or delivered, 

together with the full amount payable in respect of the application, by post or by hand (during normal business hours only) 

to the Receiving Agent so as to be received by no later than 5.00pm on 5 April 2013 in respect of the 2012/2013 tax 

year and 3.00pm on 14 June 2013 in respect of the 2013/2014 tax year (or such other dates as may be determined by 

the Directors). All payments must be made in pounds sterling by cheque or banker’s draft drawn on a bank in the UK, the 

Channel Islands or the Isle of Man bearing a UK bank code in the top right hand corner. Cheques and banker’s drafts 

should be made payable to “Edge VCT Offer Account” and crossed “A/C payee only”. Your attention is drawn to the 

statements concerning the Money Laundering Regulations in the Terms and Conditions of Application. 

Monies which are not sufficient to subscribe for one whole New H Share will not be refunded and fractions of H Shares 

will not be issued. 

The Company and the Directors consent to the use of this Prospectus, and accept responsibility for the content of this 

Prospectus, with respect to subsequent resale or final placement of New H Shares by financial intermediaries. The offer 

period within which subsequent resale or final placement of New H Shares by financial intermediaries can be made and 

PR (Ann III) 

5.1.5 

PR (Ann III) 

5.1.6 and 

5.2.3(h) 

PR (Ann III) 

5.1.8


for which consent to use this Prospectus is given is from the date of this Prospectus until 14 June 2013, unless previously 

extended by the Directors to a date not later than 31 January 2014. There are no conditions attaching to this consent. 

Financial intermediaries may use this Prospectus in the UK. 

Information on the terms and conditions of the Offer by the financial intermediary will be given to Investors 

by financial intermediaries at the time the Offer is made to them by the financial intermediary. Any financial 

intermediary using this Prospectus must state on its website that it is using this Prospectus in accordance 

with the consent set out on page 35 and this page of this Prospectus. 

Admission to trading and dealing arrangements 

The basis of allocation, including calculation of the Offer Price and the final amount of H Shares to be allotted under the 

Offer, will be announced to the public via a Regulatory Information Service announcement. 

Application will be made for Admission in respect of the New H Shares. It is expected that Admission will become effective 

and dealings in the New H Shares will commence within 20 Business Days of the relevant allotment. No application is 

being made for the New H Shares to be admitted to listing or to be dealt in on any other exchange. Share certificates are 

expected to be despatched to each successful applicant by post within 20 Business Days of each allotment, unless the 

applicant has elected to have Shares transferred to CREST, or (if permitted by HMRC) issued direct into CREST, 

immediately upon allotment. Temporary documents of title will not be used in connection with the Offer. Dealings prior to 

receipt of share certificates will be at the risk of applicants. A person so dealing must recognise the risk that an application 

may not have been accepted to the extent anticipated or at all. The Offer will not be revoked in respect of the H Shares 

that have been admitted to the premium segment of the Official List and to trading on the London Stock Exchange. 

The New H Shares will be in registered form capable of being transferred by means of the CREST system. Investors who 

wish to take advantage of the ability to trade in New H Shares in uncertificated form, and who have access to a CREST 

account, may arrange with their CREST operator to have their New H Shares issued directly to their CREST nominee or 

subsequently to convert their holdings into dematerialised form in CREST. Investors should be aware that New H Shares 

delivered in certificated form are likely to incur higher dealing costs than those in respect of New H Shares held in CREST. 

The Company’s share register will be kept by Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, 

Farnham, Surrey GU9 7LL. 

PR (Ann III) 

5.2.4. and 5.3.2 


and 6.1 

PR Ann (III) 

5.1.4 


Dividend policy 

VCTs can make distributions from realised capital profits from the sale of underlying investments from income and from 

other distributable reserves. A Qualifying Investor will not be liable to UK income tax on dividends paid by a VCT. In order 

to qualify as a VCT, the Company, in any accounting period, may not retain more than 15% of the income it receives from 

shares and securities, and must derive at least 70% of its income from shares and securities. It is the intention of the 

Directors that the Company will distribute most of its available net income or net profits to Shareholders, subject to liquidity 

constraints and regulatory requirements. 

It is intended that the majority of any gains made on realisation of investments from the H Share Fund will be used to fund 

payments of dividends to H Shareholders in order to increase yield to H Shareholders. The balance of the proceeds of 

realisation of investments from the H Share Fund will be reinvested by the Company with a view to enhancing growth. 

PR (Ann I) 20.7 

Share buy-back policy 

Subject to ensuring sufficient liquidity to meet working capital requirements, it is intended that the Company will make 

market purchases of its own Shares where it has sufficient cash and reserves available to do so. 

Market purchases within five years after the date of issue of the relevant Shares, will be made at a price no lower than 

the most recently reported net asset value per Share of the relevant Share class. 

Market purchases made more than five years after the date of issue of the relevant Shares, will be made at a price no 

lower than 10% below the most recently reported net asset value per Share of the relevant Share class. 

Such purchases will also only be made in accordance with the rules of the UK Listing Authority which provide that the 

price to be paid must not be more than the higher of (i) 5% above the average of the middle market quotations of that 

class of Share for the five Business Days before the purchase is made or (ii) the higher of the price of the last independent 

trade and the highest current independent bid for that class of Shares not less than the nominal value of the relevant 

Share.


37 

The Company will be permitted to hold H Shares acquired by way of market purchase in treasury rather than having to 

cancel them. Such H Shares may be subsequently cancelled or sold for cash. 

The Companies Act provides that a public company may only purchase its own shares out of distributable profits or out of 

the proceeds of a fresh issue of shares made for the purpose of the purchase. 

Cancellation of the share premium account 

In conjunction with the proposed issue of New H Shares pursuant to the Offer and the issue of new C Shares pursuant 

to the Enhanced Share Buy-back, the Company is proposing, subject to the approval of Shareholders at the General 

Meetings, the approval at the Class Meetings and court approval, to cancel its share premium account and transfer this 

amount to reserves, thereby creating a special reserve. This special reserve would be able to be applied in any manner in 

which the Company’s profits available for distribution are able to be applied (as determined in accordance with the 

Companies Act and The Companies (Reduction of Share Capital) Order 2008), including the buy-back by the Company 

of Shares.


PART 4: TAX POSITION OF INVESTORS AND OF THE COMPANY 

1. Introduction 

1.1. The following statements are based upon current UK tax law and what is understood to be the current 

practice of HMRC, both of which are subject to change, possibly with retrospective effect. The statements 

are intended only as a general guide and may not apply to certain Shareholders, such as dealers in securities, 

insurance companies, collective investment schemes or Shareholders who have (or are deemed to have) 

acquired their Shares by virtue of an office or employment, who may be subject to special rules. They apply 

only to Shareholders resident and ordinarily resident for UK tax purposes in the UK (except in so far as 

express reference is made to the treatment of non-UK residents) who hold Shares as an investment rather 

than trading stock and who are the absolute beneficial owners of those Shares. 

1.2. The information contained in this Prospectus relating to taxation matters is a summary of the taxation matters 

which the Directors consider should be brought to the attention of Shareholders and is based upon the law 

and published practice currently in force and is subject to changes therein. All potential Investors, and in 

particular those who are in any doubt about their tax position, or who are resident or otherwise subject to 

taxation in a jurisdiction outside the UK, should consult their own professional advisers on the potential tax 

consequences of subscribing for, purchasing, holding or selling Shares under the laws of their country 

and/or state of citizenship, domicile or residence. 

2. Tax position of Investors 

2.1. General 

The tax reliefs set out below are available to investors aged 18 or over who invest in shares in a VCT. There 

is no specific limit on the amount an individual can invest in a VCT but tax reliefs will only be given to the 

extent that the total of an individual’s subscription or other acquisitions of shares in VCTs in any tax year 

does not exceed £200,000. 

2.2. Income Tax 

2.2.1. Relief on subscription 

An investor subscribing for shares in a VCT will be entitled to claim income tax relief on amounts 

subscribed up to a maximum of £200,000 in any tax year. Regardless of the investor’s marginal rate 

of tax, the relief is given at the rate of up to 30% on the amount subscribed in the 2012/13 tax 

year, subject to a maximum amount which reduces the investor’s income tax liability to nil. 

2.2.2. Dividend relief 

An investor who acquires, in any tax year, VCT shares up to a maximum of £200,000 will not be 

liable to income tax on dividends paid by the VCT on those shares. 

2.2.3. Withdrawal of relief 

Relief from all or some of the income tax on subscription for shares in a VCT is withdrawn if the 

shares are disposed of (other than between spouses) within five years of issue or if the VCT loses 

its approval within this period. 

2.3. Capital Gains Tax 

2.3.1. Relief from capital gains tax on the disposal of shares 

Gains made on shares held in a VCT are not subject to capital gains tax (subject to a maximum 

investment of £200,000 in any one tax year). Similarly, any losses on shares held in a VCT will not 

be treated as an allowable loss. Both of the above apply to the extent that the shares have been 

acquired within the limit of £200,000 for any tax year. 

2.3.2. Purchasers in the market 

An individual purchaser of existing shares in the market will be entitled to claim relief from capital 

gains tax on disposal (as described in paragraph 2.3.1 of this Part 4). 

2.3.3. Withdrawal of relief 

If a VCT which has been granted approval subsequently fails to comply with the conditions for 

approval, any gains on the shares after the date on which loss of VCT status takes effect will be 

taxable. Where VCT status is treated as never having been given, all gains are taxable.


39 

2.4. Obtaining tax reliefs 

2.4.1. Income tax relief 

A VCT issues each investor with a certificate which should be used to claim the income tax relief, 

either by obtaining from HMRC an adjustment to his/her tax coding under the PAYE system, or by 

waiting until the end of the tax year and using his/her self-assessment tax return to claim relief. 

Dividends received on shares acquired in VCTs up to the qualifying maximum of £200,000 per tax 

year need not be shown in the investor’s self-assessment tax return. 

2.4.2. Investors not resident in the UK 

Investors not resident in the UK should seek their own professional advice as to the consequences 

of making an investment in a VCT as they may be subject to tax in other jurisdictions as well as in 

the UK. 

2.4.3. Loans 

VCT reliefs may not be available if the investor takes out a loan specifically to subscribe in the VCT. 

3. Consequences of loss of VCT status 

3.1. For the VCT 

The exemption from corporation tax on capital gains will not apply to any gain realised after the time from 

which VCT status is lost. Where provisional approval is lost, all gains realised over the period during which 

provisional approval was in force will be subject to corporation tax. Should tax status be lost under section 

274 of the Income Tax Act, the FSA will be notified as soon as possible and an announcement would be 

made using an approved Regulatory Information Service provider. 

3.2. For Qualifying Investors 

If VCT approval is treated as never having been given, or if it is withdrawn before the shares have been held 

for five years, the relief will be withdrawn by the making of an assessment for the year of assessment for 

which the relief was originally given on an amount equal to that relief. Interest on overdue tax may arise. 

3.3. For Qualifying Investors and purchasers 

3.3.1. Dividend income 

Dividend income will not be exempt from tax in respect of profits or gains arising or accruing in any 

accounting period at a time when VCT status has been lost. A notional tax credit equal to 1/9th of 

the net dividend paid will be available to offset against income tax due on the dividend. 

3.3.2. Capital gains 

If provisional VCT approval is withdrawn, approval is treated as never having been given. Gains and 

losses on shares in the VCT will be taxable and allowable in the ordinary way. If full VCT approval is 

withdrawn, the individual is treated as having disposed of his shares immediately before the status 

is lost, for market value at that time, and is treated as reacquiring them at that value immediately 

after the status is lost. Thus, any capital gains realised up to that date will be exempt from tax, but 

gains after that date will be taxable in the ordinary way. 

4. The Company 

The following is a general guide to the tax position of a VCT. This summary is not intended to be comprehensive 

and prospective Investors are advised to seek their own independent professional advice. 

4.1. Qualifying as a VCT 

A VCT must not be a close company and must be approved as a VCT by HMRC. The main conditions for 

approval are that throughout its most recent complete accounting period: 

4.1.1. each class of the VCT’s ordinary share capital has been quoted on a regulated European market; 

4.1.2. the VCT’s income has been derived wholly or mainly from shares or securities (including loans to 

companies with a five year or greater maturity period); 

4.1.3. the VCT has not retained more than 15% of the income derived in that period from shares and 

securities;


4.1.4. not more than 15% by value of its investments has been held in a single company or group (other 

than a VCT) and the VCT must not control the companies in which it invests in such a way as to 

render them subsidiary undertakings; 

4.1.5. at least 70% by value of the VCT’s investments are represented by shares or securities in “qualifying 

holdings” (see below); 

4.1.6. at least 70% (30% in the case of investments made from funds raised by a VCT before 6 April 

2011) by value of the VCT’s qualifying holdings are represented by holdings of “eligible shares”. 

4.1.7. the VCT has not made, and will not during the period make, an investment in a company which 

breaches the “investment limits condition” (i.e. a maximum of £5 million in total European Stateaided 

investment received by the company in the period of 12 months ending on the date of the 

VCT’s investment). 

Normally, HMRC cannot give approval of a VCT unless the conditions set out in paragraphs 4.1.1 to 4.1.7 

above have all been met throughout the company’s most recent accounting period and HMRC is satisfied 

that they will be met throughout its current accounting period at the time of application for approval. However, 

to facilitate the launch of VCTs, HMRC may give provisional approval if it is satisfied that the conditions set 

out in paragraphs 4.1.1, 4.1.2, 4.1.3, 4.1.4 and 4.1.7 above will be met throughout the current or 

subsequent accounting period, and the conditions set out in paragraphs 4.1.5 and 4.1.6 above will be met 

in relation to an accounting period commencing no later than three years after the date of the provisional 

approval. 

4.2. Qualifying holdings 

4.2.1. Qualifying holdings comprise new shares or securities (including loans with a five-year or greater 

maturity period) issued by unquoted trading companies which exist wholly for the purpose of carrying 

on one or more qualifying trades. 

4.2.2. If an investee company receives in aggregate investment under the VCT or EIS schemes, or other 

European State-aided investment schemes, in excess of £5 million in any consecutive 12 month 

period, any excess over that amount is not a qualifying holding. 

4.2.3. At least 10% of the investment in a qualifying holding must be for eligible ordinary shares (although 

in the case of investments made from funds raised by a VCT after 5 April 2011, the requirement is 

that at least 10% of the investment in a qualifying holding must be for “eligible shares”, which includes 

certain forms of preference shares) and this minimum percentage must be maintained for qualifying 

status to be continued. 

4.2.4. Companies in which an investment is made must not be controlled by the VCT or any other company 

and their gross assets must not exceed £15 million immediately prior to the investment or £16 million 

immediately thereafter. Additionally, they must have fewer than 250 full time equivalent employees at 

the time of investment. 

4.2.5. Companies whose securities are traded on AIM or PLUS count as unquoted companies for the 

purposes of determining qualifying holdings. Shares in an unquoted company which subsequently 

becomes quoted may still be regarded as part of a qualifying holding for a further five years following 

quotation. 

4.2.6. The company must employ the money invested (either directly or via a qualifying subsidiary - see 

below) for the purpose of a qualifying trade within certain time periods. It must also have no subsidiary 

companies other than qualifying subsidiaries, and must not itself be controlled by another company. 

4.2.7. An investee company will not be a qualifying holding if the shares or securities are issued by that 

company to the VCT in consequence of, or otherwise in connection with, “disqualifying 

arrangements”. 

4.3. Qualifying trades and qualifying subsidiaries 

4.3.1. Companies in which investments are made must exist wholly for the purpose of carrying on one or 

more qualifying trades and/or be a holding company only of qualifying subsidiaries. The trade must 

either be carried on by, or be intended to be carried on by, the company in which an investment is 

made or by a qualifying subsidiary. In the case of a company intending to carry on a qualifying trade, 

the qualifying trade must begin within two years of the issue of shares or securities to a VCT and 

continue thereafter. For investments made by a VCT prior to 6 April 2011, the trade must be carried 

on wholly or mainly in the UK but the company need not be UK resident; in the case of investments


41 

made by a VCT after 5 April 2011, the trade need not be carried on wholly or mainly in the UK 

provided that the company in which the investment is made has a permanent establishment in the 

UK. 

4.3.2. Certain trades (for example, dealing in land or shares or providing financial services) are excluded. 

4.3.3. A subsidiary will be a qualifying subsidiary if the majority of its issued share capital is owned by the 

company invested in and certain other tests are also satisfied. 

4.3.4. Companies in which an investment is made, or a relevant qualifying subsidiary, must spend 100% 

of the money invested within 24 months of the date of the investment, or, if later, within 24 months 

after the company commences trading. A relevant qualifying subsidiary is either (a) a subsidiary which 

is at least 90% held by the company or by a directly held 100% subsidiary, or (b) a wholly owned 

subsidiary of a 90% directly held subsidiary of the company. 

4.3.5. To the extent that the VCT’s investment is made from funds raised by the VCT after 5 April 2012, 

the use by a VCT’s investee company of the VCT’s investment on the acquisition of shares will not 

of itself amount to employing the money for the purposes of a relevant qualifying activity. 

4.4. Withdrawal of approval 

Approval of a VCT may be withdrawn if the conditions set out in paragraph 4.1 of this Part 4 are not met. 

Withdrawal of approval generally has effect from the time when notice of withdrawal is given to a VCT. If a 

VCT does not obtain full approval, and the tests have not been met, approval is deemed never to have been 

given. The taxation consequences of approval being withdrawn or being deemed never to have been given 

are set out in paragraphs 3.2 and 3.3 of this Part 4. 

4.5. UK Withholding Tax on Dividends 

There is no requirement to withhold tax at source on the payment of dividends by a UK resident company. 

PR (Ann III) 4.11


PART 5: FINANCIAL INFORMATION RELATING TO THE COMPANY 

1. Introduction 

Statutory accounts of the Company for the financial years ended 28 February 2010, 28 February 2011 and 29 

February 2012 in respect of which the Company’s auditor made unqualified reports under section 235 of the 

Companies Act 1985 (or, as the case may be, under section 495 or section 497 of the Companies Act), have 

been prepared in accordance with UK Generally Accepted Accounting Practice and in accordance with the 

Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital 

Trusts” January 2009 and have been delivered to the Registrar of Companies in England and Wales and such 

reports did not contain any statements under section 237(2) or (3) of the Companies Act 1985 (or, as the case 

may be, under sections 498(2) or (3) of the Companies Act). 

The Company’s auditor in respect of the years ended 28 February 2010 and 28 February 2011 was Scott Moncrieff 

of Exchange Place 3, Semple Street, Edinburgh EH3 8BL. The Company’s auditor in respect of the year ended 

29 February 2012 was Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU. 

Copies of the statutory accounts of the Company for the financial years ended 28 February 2010, 28 February 

2011 and 29 February 2012 together with a copy of the Company’s unaudited half-yearly report and accounts for 

the six months ended 31 August 2011 and 31 August 2012 are available for inspection during normal business 

hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Dickson Minto W.S., 

Broadgate Tower, 20 Primrose Street, London EC2A 2EW. 

PR (Ann 1) 3.1, 

3.2, 9.1, 9.2.1, 

20.1, 20.6.2, 

CESR 27 

PR (Ann I) 2.1 

and 2.2 

PR (Ann I) 

20.4.3 

2. Historical financial information 

Historical financial information relating to the Company on the matters referred to below is included in the published 

annual report and audited accounts of the Company for the financial years ended 28 February 2010, 28 February 

2011 and 29 February 2012 and the unaudited half-yearly report and accounts for the six months ended 31 

August 2011 and 31 August 2012 as set out in the table below and is incorporated by reference into this 

Prospectus. The tables in Sections 2, 3, and 4 of this Part 5 set out sections of the historical financial information 

relating to the Company which are incorporated by reference into and form part of this document. Only the parts 

of the documents identified in these tables are incorporated into and form part of this document. The parts of these 

documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere 

in this document. To the extent that any part of any information referred to in these sections itself contains 

information which is incorporated by reference, such information shall not form part of this document. 

PR (Ann I) 

20.5.1 and 

20.7.1 

PR (Ann I) 

20.6.1, 20.6.2 


Unaudited Unaudited 

Statutory Statutory Statutory half-yearly half-yearly 

accounts accounts accounts report for report for 

for year for year for year six months six months 

ended ended ended ended ended 

28 February 28 February 29 February 31 August 31 August 

2010 2011 2012 2011 2012 

Nature of information Page No. Page No. Page No. Page No. Page No. 

Financial summary 1 1 1 7-8 11-15 

Income statement 25 29 36 11 19 

Reconciliation of movements in shareholders’ funds 29 33 41 20 30 

Balance sheet 27 31 39 16 26 

Statement of cash flow 30 34 42 22 32 

Independent auditor’s report 24 28 35 

Notes to the financial statements 31-42 35-46 43-58 23 33-34 

3. Selected financial information 

The information in this paragraph 3 has been extracted directly from the financial information referred to in paragraph 

2 of this Part 5. Selected historical financial information relating to the Company which summarises the financial 

condition of the Company for the financial years ended 28 February 2010, 28 February 2011 and 29 February 

2012 and for the six months ended 31 August 2012 is set out in the following tables: 

PR (Ann 1) 

20.6.1, 

20.6.2


43 

As at 28 February 2010 (audited) 

C D E F G H I 

Capital values Shares Shares Shares Shares Shares Shares Shares 

Net asset value 

per share (p) 75.80 85.45 91.68 - - - - 

NAV total return 

per share (p) 89.80 92.45 91.68 - - - - 

Share price (p) 71.5 77.5 85.0 - - - - 

Net assets £’000 10,102 16,431 8,993 - - - - 

Qualifying holdings £’000 6,328 4,750 - - - - - 

Revenue returns 

Revenue return 

per share (p) (0.65) (1.23) (1.24) - - - - 

Capital return 

per share (p) (2.36) (0.79) (0.62) - - - - 

Total return per share (p) (3.01) (2.02) (1.86) - - - - 


C D E F G H I 



per share (p) 81.42 86.46 84.13 92.69 - - - 


per share (p) 102.42 100.46 91.13 92.69 - - - 

Share price (p) 62.0 69.5 75.5 100.0 - - - 

Net assets £’000 10,853 16,625 8,256 27,261 - - - 

Qualifying holdings £’000 8,487 13,528 1,247 - - - - 


Revenue return 

per share (p) (0.62) 0.36 0.51 0.84 - - - 

Capital return 

per share (p) 13.25 7.65 (1.07) (1.54) - - - 

Total return per share (p) 12.63 8.01 (0.56) (0.70) - - - 


Capital values 

C D E F G H I 

Shares Shares Shares Shares Shares Shares Shares 


per share (p) 72.04 76.38 77.30 86.50 92.40 - - 


per share (p) 100.04 97.38 91.30 93.50 92.40 - - 

Share price (p) 73.0 77.0 77.0 85.0 95.0 - - 

Net assets £’000 9,578 14,687 7,586 25,441 22,318 - - 

Qualifying holdings £’000 8,497 13,315 6,033 10,524 8,000 - - 


Revenue return per share (p) 1.89 1.47 1.69 1.22 0.62 - - 

Capital return per share (p) (3.61) (4.30) (1.90) (0.76) (1.35) - - 

Total return per share (p) (1.72) (2.83) (0.21) 0.47 (0.73) - -


As at 31 August 2012 (unaudited) 

C D E F G H I 



per share (p) 74.68 70.36 68.64 79.89 86.68 92.17 92.26 


per share (p) 102.68 98.36 89.64 93.89 93.68 92.17 92.26 

Share price (p) 66.50 77.00 77.00 86.00 93.00 100.00 100.00 

Net assets £’000 9,819 13,490 6,728 23,475 20,872 1,991 11,231 

Qualifying holdings £’000 8,744 13,158 5,640 12,425 12,027 630 6,464 


Revenue return per share (p) 0.88 1.85 2.61 1.48 1.17 (1.41) (0.11) 

Capital return per share (p) 1.66 (0.85) (4.26) (1.08) 0.13 (0.39) (0.19) 

Total return per share (p) 2.55 1.00 (1.65) 0.40 1.30 (1.80) (0.30) 

4. Operating and financial review 

A description of changes in the performance of the Company, both capital and revenue, and changes to the 

Company’s portfolio of investments is set out in the sections headed “Chairman’s Statement”, “Investment 

Manager’s Review” and “Investment Portfolios” in the published statutory accounts and unaudited half-yearly 

reports of the Company for the periods stated as follows and are incorporated by reference into this Prospectus: 

Unaudited Unaudited 

half-yearly half-yearly 

Statutory Statutory Statutory report for report for 

accounts for accounts for accounts for six months six months 

year ended year ended year ended ended ended 

28 February 28 February 29 February 31 August 31 August 

2010 2011 2012 2011 2012 

Nature of information Page No. Page No. Page No. Page No. Page No. 

Chairman’s Statement 4 4-5 4-5 2-3 3-5 

Investment Manager’s Review 7-11 8-11 8-13 4-6 6-10 

Investment Portfolios 12-13 12-13 14-17 7-8 11-15 

PR (Ann I) 3.1, 

9.1, 9.2.1 

5. Capitalisation and indebtedness 

The following table shows the capitalisation and indebtedness of the Company (distinguishing between 

guaranteed and unguaranteed, secured and unsecured indebtedness) as at 31 December 2012. 

Total current debt 

Guaranteed 

Secured 

Unguaranteed/unsecured 

Total non-current debt 

Guaranteed 

Secured 

As at 

31 December 

2012 

(£’000) 

Unguaranteed/unsecured 

Nil 

Shareholders’ equity 

Share capital 11,051 

Legal reserve 72,086 

Other reserves 1,404 

Total debt and Shareholders’ equity 84,541 

Nil 

Nil 

Nil 

Nil 

Nil 

PR (Ann III) 

3.2


45 

The information in the table above is unaudited financial information of the Company as at 31 December 2012, 

extracted from internal accounting records. There has been no material change to the capitalisation of the 

Company since 31 December 2012. 

The following table shows the Company net indebtedness at 31 December 2012. 

A. Cash 6,701 

B. Cash equivalent Nil 

C. Trading Securities 5,441 

D. Liquidity (A + B + C) 12,142 

E. Current financial receivable 2,684 

F. Current bank debt Nil 

G. Current portion of non-current debt Nil 

H. Other current financial debt Nil 

I. Current financial debt (F + G + H) Nil 

J. Net current financial indebtedness (I – E – D) (14,826) 

K. Non-current bank loans Nil 

L. Bonds issued Nil 

M. Other non-current loans Nil 

N. Non-current financial indebtedness (K + L + M) Nil 

O. Net financial indebtedness (J + N) (14,826) 

£’000 

The information in the table above is unaudited financial information of the Company and has been extracted from 

internal accounting records as at 31 December 2012 and has not been reported on by an independent accountant. 

PR (Ann 1) 

20.4.3 

6. Analysis of the Company’s investment portfolio 

As at the date of this Prospectus, the Company’s portfolio consists of: 

(i) Qualifying Investments with an aggregate unaudited value, calculated in accordance with the Company’s 

accounting policies, of £54.7 million, in 37 companies; 

(ii) Non-qualifying Investments with an aggregate unaudited value, calculated in accordance with the Company’s 

accounting policies, of £11.4 million, in 24 of the companies in which Qualifying Investments have also 

been made; and 

(iii) £11.7 million in cash and liquidity funds. 

As at the date of this Prospectus: 

(i) the Company's portfolio comprises, by value, 70% investments in Qualifying Investments and 30% 

investments in Non-qualifying Investments; and 

(ii) the H Share Fund comprises, by value, 33% investments in Qualifying Investments and 67% investments 

in Non-qualifying Investments. 

The following unaudited information represents the investments of the Company as at the date of this Prospectus 

(with Qualifying Investments valued as at 31 August 2012 and Non-qualifying Investments valued as at 31 

December 2012). 

PR (Ann 1) 10.1 

PR (Ann 1) 5.2.1 

PR (Ann XV) 8.2


C Share Fund 

% of net 

assets of 

Qualifying Investments 

Cost Valuation C Share Fund 

(£’000) (£’000) by value 

Global Dawn Limited 1,286 2,809 94.88 

North Promotions Limited 173 173 5.85 

Total Qualifying Investments 1,459 2,982 100.73 

% of net 

assets of 


Cost Valuation C Share Fund 

(£’000) (£’000) by value 


Cash & liquidity funds 517 517 17.47 

Total Non-qualifying Investments 518 518 17.49 

Total investments 1,977 3,500 118.24 

Net assets 2,960 100.00 

D Share Fund 

% of net 

assets of 


Cost Valuation D Share Fund 

(£’000) (£’000) by value 

Challi Productions Limited 2,000 1,702 12.48 


Granon Entertainment Limited 1,735 1,631 11.96 

HTM Promotions Limited 2,000 1,625 11.91 

North Promotions Limited 2,477 2,477 18.16 

Rose Promotions Limited 1,000 941 6.90 

TRP 2009 Limited 1,000 904 6.63 


% of net 

assets of 


Cost Valuation D Share Fund 

(£’000) (£’000) by value 

Rose Promotions Limited 29 29 0.21 

TRP 2009 Limited 28 28 0.21 

Cash & liquidity funds - - 0.00 



Net assets 13,640 100.00 

E Share Fund 

% of net 

assets of 


Cost Valuation E Share Fund 

(£’000) (£’000) by value 

Chapman Entertainment (Pavilion) Limited 391 0 0.00 

Cloudroom Music Limited 1,000 1,000 14.88 

Global Dawn Limited 947 947 14.09


47 

Lads On Tour Limited 1,000 1,000 14.88 


Pepper Promotions Limited 1,000 1,000 14.88 

Rose Promotions Limited 300 282 4.20 


% of net 

assets of 


Cost Valuation E Share Fund 

(£’000) (£’000) by value 

Cloudroom Music Limited 23 23 0.35 

Global Dawn Limited 521 600 8.92 

Lads On Tour Limited 23 23 0.35 

Pepper Promotions Limited 23 23 0.35 

Cash & liquidity funds - - 0.00 



Net assets 6,722 100.00 

F Share Fund 

% of net 

assets of 


Cost Valuation F Share Fund 

(£’000) (£’000) by value 

Aurora Rising Limited 1,000 1,000 4.25 

Beast Quest Acquisitions Limited 502 502 2.13 

Black Dog Live Limited 1,000 1,000 4.25 

Chapman Entertainment (Pavilion) Limited 285 0 0.00 

Clarksville Train Limited 1,000 1,000 4.25 

Closeto Limited 1,000 1,000 4.25 

Daydream Believer Limited 1,000 1,000 4.25 

Handmade Mobile Entertainment Limited 1,000 1,000 4.25 

Libra Live Limited 1,000 1,000 4.25 

MirriAd Limited 1,000 1,000 4.25 

Motti & Porg Limited 1,000 1,000 4.25 


Raphine Limited 1,000 1,000 4.25 

Sweet Right Peg Limited 1,000 1,000 4.25 

WP Acquisitions Limited 688 688 2.92 


% of net 

assets of 


Cost Valuation F Share Fund 

(£’000) (£’000) by value 

Aurora Rising Limited 23 23 0.10 

Black Dog Live Limited 23 23 0.10 

Clarksville Train Limited 23 23 0.10 

Closeto Limited 23 23 0.10


Daydream Believer Limited 23 23 0.10 


Libra Live Limited 23 23 0.10 

Motti & Porg Limited 23 23 0.10 


Raphine Limited 23 23 0.10 

Sweet Right Peg Limited 23 23 0.10 

Cash & liquidity funds 2,557 2,660 11.31 

Total Non-qualifying Investments 9,109 9,436 40.12 


Net assets 23,520 100.00 

G Share Fund 

% of net 

assets of 


Cost Valuation G Share Fund 

(£’000) (£’000) by value 

Beast Quest Acquisitions Limited 1,097 1,097 5.21 

Black Sheep Music Limited 1,000 1,000 4.75 

E7 Live Limited 1,000 1,000 4.75 

Global Dawn Limited 365 365 1.74 

Grove Music Limited 1,000 1,000 4.75 

Handmade Mobile Entertainment Limited 1,000 1,000 4.75 

La Cage Productions Limited 1,000 1,000 4.75 

MirriAd Limited 334 334 1.59 

MM Promotions Limited 1,000 1,000 4.75 


Ramble On Limited 1,000 1,000 4.75 

Two Bridges Live Limited 1,000 1,000 4.75 

UltraNation Limited 1,000 1,000 4.75 

WP Acquisitions Limited 1,140 1,140 5.42 


% of net 

assets of 


Cost Valuation G Share Fund 

(£’000) (£’000) by value 

Black Sheep Music Limited 23 23 0.11 

E7 Live Limited 23 23 0.11 


Grove Music Limited 23 23 0.11 

La Cage Productions Limited 23 23 0.11 

MM Promotions Limited 23 23 0.11 


Ramble On Limited 23 23 0.11 

Two Bridges Live Limited 23 23 0.11 

UltraNation Limited 23 23 0.11 

Cash & liquidity funds 3,859 3,921 18.64


49 



Net assets 21,031 100.00 

H Share Fund 

% of net 

assets of 


Cost Valuation H Share Fund 

(£’000) (£’000) by value 





Total Qualifying Investments 630 630 30.18 

PR (Ann I) 25 

% of net 

assets of 


Cost Valuation H Share Fund 

(£’000) (£’000) by value 





Net assets 2,090 100.00 

I Share Fund 

% of net 

assets of 


Cost Valuation I Share Fund 

(£’000) (£’000) by value 

Alchemy Live Limited 1,000 1,000 6.86 

Axis Live Entertainment Limited 1,000 1,000 6.86 


Done & Dusted Live Limited 750 750 5.15 

Global Dawn Limited 514 1,123 7.70 



Real Gone Gigs Limited 1,000 1,000 6.86 

SEL Live Entertainment Limited 1,000 1,000 6.86 



% of net 

assets of 


Cost Valuation I Share Fund 

(£’000) (£’000) by value 





Net assets 14,577 100.00


The information in this paragraph 6 is unaudited information on the Company, which has been extracted from 

internal accounting records held by the Company and has not been reported on by an accountant. 

Investments in the Company’s portfolios have been valued in accordance with the Company’s normal accounting 

policies with listed investments measured at their quoted bid or SETS prices. Unquoted investments are valued at 

fair value which is determined by the Directors, through discussion with the Investment Manager and with reference 

to the valuation guidelines issued by the International Private Equity and Venture Capital Valuation Board. 

Set out below are further details of the four largest investments of the Company in aggregate representing 

approximately 31% by value of the net assets of the Company as at the date of this Prospectus (based on the 

valuations as at 31 August 2012, being the date of the latest unaudited valuations of the Company’s portfolio of 

Qualifying Investments): 

(i) Global Dawn Limited 

Global Dawn creates technology platforms and formats which enable businesses to connect with consumers, 

using content, gaming and social media. The core of its offering is the development and licensing of a 

modular suite of software, which interfaces with the customer’s online presence. Through monitoring of, 

and interacting with consumers’ activity in social media, Global Dawn’s software enables targeted and highly 

automated marketing to relevant consumers of its customers’ brands. 

Since 2008, Edge Performance has, alongside other investors, invested a total of £13.93 million in the 

business, across a number of the Company’s Share Funds; of that amount, £1.73 million has been realised 

through repayment of loans. The Investment Manager recognises that this is a large commitment to a single 

business, and that, where Global Dawn is still essentially an early-stage business which will continue for a 

time to need to raise working capital from further investment, the Company’s investment in it should properly 

be regarded as high risk. The Investment Manager regards this investment as having the potential for 

significant returns, given the fast-growing nature of the sector in which Global Dawn operates. 

As at the date of this Prospectus, the Company’s investment in Global Dawn is valued at £16.76 million in 

aggregate. 

Of the total value of the Company’s investment in Global Dawn, £9.12 million comprises Qualifying 

Investments, as a result of which the Company holds 44% of Global Dawn’s issued ordinary share capital, 

72% of Global Dawn’s issued preference share capital and 95% of Global Dawn’s loan capital. The 

remaining £7.64 million of the value of the Company’s investment in Global Dawn comprises secured shortterm 

loans, which are Non-qualifying Investments, but which the Company is looking to replace with new 

Qualifying Investment to the same value, over the course of the next year. Those short-term loans are 

presently valued at cost. 

Whilst no investment has been made by the H Share Fund in Global Dawn as at the date of this Prospectus, 

the Company may consider such an investment in the future. 

(ii) North Promotions Limited 

The trade of North Promotions is described on page 31 of this Prospectus. 

Across the C, D, E, F, G, H and I Share Funds, Edge Performance has invested in aggregate £7.9 million 

in North Promotions, of which £4.66 million constitutes a Qualifying Investment, and £3.3 million constitutes 

a Non-qualifying Investment; again, it is the Company’s intention shortly to replace that Non-qualifying 

Investment with new Qualifying Investment to the same value. 

The Qualifying Investment is represented by ordinary shares, preference shares and secured loan stock in 

North Promotions. As a consequence of VCT Rules, the Company’s voting rights in, and rights to dividends 

and other distributions from, North Promotions is capped at 50% of the total rights. However, the 

combination of the preference shares and loan stock means that the Company is entitled to approximately 

80% of the economic value of North Promotions. 

All of the current Non-qualifying Investment in North Promotions is be way of secured loans or loan stock. 

(iii) WP Acquisitions Limited 

The trade of WP Acquisitions, and details of the Company’s investment in WP Acquisitions, are set out on 

page 32 of this Prospectus. 

(iii) Beast Quest Acquisitions Limited 

The trade of Beast Quest Acquisitions, and details of the Company’s investment in Beast Quest Acquisitions, 

are set out on pages 31 and 32 of this Prospectus.


51 

PART 6: ADDITIONAL INFORMATION 

1. Incorporation and general 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

The Company, whose legal and financial name is Edge Performance VCT plc, was incorporated and 

registered in England and Wales on 8 September 2005 with registered number 05558025 as a public 

company with limited liability under the Companies Act 1985. The Company was founded by David Glick. 

Its registered office and its principal place of business is at 1 Marylebone High Street, London W1U 4LZ 

(telephone number 020 7317 1300). It is domiciled in the United Kingdom. 

The Company’s principal object is to carry on the business of a venture capital trust company. 

The Company does not have any subsidiaries. 

Edge Investment Management was incorporated and registered in England on 13 July 2005 with registered 

number 05507396 and operates as a limited company. Its principal place of business and registered office 

is at 1 Marylebone High Street, London W1U 4LZ (telephone number 020 7317 1300). It is authorised 

and regulated by the Financial Services Authority (FSA number: 455446). The Investment Manager was, 

until 16 November 2006, a subsidiary of the Company when Edge Music Limited, a company now wholly 

owned by David Glick and Kate Glick, exercised an option to acquire the Company’s interest in the 

Investment Manager. Until 16 November 2006, the Company held a 51% interest in the Investment 

Manager with David Glick holding the remaining 49% interest. David Glick’s total direct and indirect holding 

in the Investment Manager is 69.76% and Kate Glick’s is 30.24%. 

The principal legislation under which the Company operates and under which the H Shares have been 

created is the Companies Act and the regulations made thereunder. Save for its compliance with the 

Companies Act (and the regulations from time to time made thereunder), the Listing Rules, the Disclosure 

and Transparency Rules, the Prospectus Rules and VCT Rules, the Company is not an authorised or 

regulated entity. 

The Company’s company secretary, The City Partnership (UK) Limited, acts a custodian of the Company’s 

unquoted investments. The City Partnership (UK) Limited is registered under the Money Laundering 

Regulations 2007 and is listed on the FSA register with number 593293. 


PR (Ann I) 6.1.1 



and 4.2 


PR (Ann XV) 

5.1, 5.2 

2. Share capital 

(a) 

(b) 

By a special resolution passed at a general meeting of the Company held on 22 December 2011, the 

Company adopted new articles of association, thereby availing itself of the ability, by virtue of the Companies 

Act 2006, to dispense with an authorised share capital. 

The issued share capital of the Company (all of which is and will be fully paid) as at the date of this 

Prospectus and immediately following completion of the Offer (assuming 5 million New H Shares are issued 

under the Offer) is and will be: 

(i) 

Issued share capital as at the date of this Prospectus: 

Share class Number of Shares Nominal amount 

Ordinary Shares 0 £0 

C Shares 9,393,438 £939,343.80 

D Shares 19,172,500 £1,917,250.00 

E Shares 9,801,952 £980,195.20 

F Shares 29,379,532 £2,937,953.20 

G Shares 24,056,803 £2,405,680.30 

H Shares 2,239,100 £223,910.00 

I Shares 15,766,414 £1,576,641.40 

Deferred Shares 0 0 

PR (Ann I) 

21.1.1 

PR (Ann I) 

21.1.7 

(ii) 

Issued share capital following completion of the Offer: 

Share class Number of Shares Nominal amount 

Ordinary Shares 0 £0 

C Shares 9,243,438 £924,343.80


D Shares 19,172,500 £1,917,250.00 

E Shares 9,801,952 £980,195.20 

F Shares 29,379,532 £2,937,953.20 

G Shares 24,056,803 £2,405,680.30 

H Shares 7,239,100 £723,910.00 

I Shares 15,766,414 £1,576,641.40 

Deferred Shares 0 0 

Notes: 

(1) The above table assumes that 5 million H Shares are issued pursuant to the Offer. 

(2) The above table assumes that 5 million C Shares are tendered pursuant to the Enhanced Share Buy-back with a total of 4.85 million new 

C Shares issued to applicants. 

(c) 

So far as the Company is aware, as at the date of this Prospectus, the only parties directly or indirectly 

interested in 3% or more of the issued share capital of the Company are: 

(i) Chase Nominees Limited, which holds, as nominee for third parties, a total of 8,871,400 Shares, 

representing 8.1% of the issued share capital of the Company as at the date of this Prospectus; 

(ii) UBS Private Banking Nominees Limited, which holds, as nominee for third parties, a total of 

7,293,404 Shares, representing 6.6% of the issued share capital of the Company as at the date of 

this Prospectus; and 

(iii) Forest Nominees Limited, which holds, as nominee for third parties, a total of 6,257,262 Shares, 

representing 5.7% of the issued share capital of the Company as at the date of this Prospectus. 

So far as the Company is aware no other person will be directly or indirectly interested in 3% or more of the 

issued share capital of the Company immediately following completion of the Offer. 

(d) The following changes have occurred in the share capital of the Company between 1 March 2009 and 31 

August 2012 (being the period covered by the historical financial information incorporated by reference into 

this Prospectus): 

(i) at a general meeting of the Company held on 15 March 2010, pursuant to a special resolution, the 

authorised share capital of the Company was increased from £55,500,000 to £57,500,000 by the 

creation of a further 10,000,000 F Shares and a further 10,000,000 Deferred Shares; 

(ii) at a general meeting of the Company held on 24 November 2010, pursuant to special resolutions: 

(1) the authorised share capital of the Company was increased from £57,500,000 to 

£67,500,000 by the creation of 60 million H Shares and the creation of a further 40 million 

Deferred Shares; and 

(2) new articles of association were adopted in substitution for and to the exclusion of all previous 

articles of association; 

(iii) at a general meeting of the Company held on 22 December 2011, pursuant to a special resolution, 

new articles of association were adopted in substitution for and to the exclusion of all previous articles 

of association, whereby: 

(1) the Company ceased to have an authorised share capital; and 

(2) the H Shares and I Shares were created; 

(iv) at a general meeting of the Company held on 6 August 2012, pursuant to a special resolution, new 

articles of association were adopted in substitution for and to the exclusion of all existing Articles of 

Association, which (inter alia) revised the provisions relating to Share conversions, as described in 

paragraph 3.7 of this Part 6. 

(e) 

(f) 

(g) 

The H Shares rank pari passu in all respects and will rank in full for all dividends and other distributions 

thereafter declared, made or paid on the H Share capital of the Company. 

No share or loan capital of the Company is under option or has been agreed, conditionally or unconditionally, 

to be put under option. 

The Ordinary Shares, the C Shares, the D Shares, the E Shares, the F Shares, the G Shares, the H Shares 

and the I Shares are in registered form and capable of being held in certificated and uncertificated form. 

PR (Ann I) 18.1, 

18.3 and 18.4 

PR (Ann I) 

21.1.7 

PR (Ann I) 

21.1.6 

PR (Ann III) 4.3


53 

(h) 

(i) 

(j) 

None of the H Shares is being marketed or made available in whole or in part to the public in conjunction 

with the applications for Admission other than pursuant to the Offer. The New H Shares to be issued 

pursuant to the Offer are being issued at a price per share equal to the Net Asset Value per H Share most 

recently announced by the Company prior to the date of allotment of the relevant New H Shares, divided 

by 0.95. Were the Net Asset Value per H Share most recently announced by the Company prior to the 

date of allotment of the relevant New H Shares to be the same as the Net Asset Value per H Share as at 

the date of this Prospectus (namely 93.35p per H Share, this would result in a price per New H Share 

under the Offer of 98.26p representing a premium of 88.26p over the nominal value of 10p each. 

None of the C Shares, D Shares, E Shares, F Shares, G Shares, H Shares or I Shares confers special 

rights on any major shareholder. There are no Ordinary Shares currently in issue. 

In order for the Company to issue the New H Shares pursuant to the Offer and implement the Enhanced 

Share Buy-back, Shareholders will be asked at the General Meeting and the Class Meetings to pass 

resolutions in relation to the Company’s share capital to authorise the Board to allot up to 20 million New 

H Shares under the Offer and such further number of H Shares as represents 10% of the issued H Share 

capital following the Offer without regard to statutory pre-emption rights, to purchase up to 9,393,438 

existing C Shares under the Enhanced Share Buy-back and to allot up to 9,393,438 new C Shares to 

applicants thereunder without regard to statutory pre-emption rights. 

The Company is subject to the continuing obligations of the Listing Rules with regard to the issue of 

securities for cash and the provisions of section 560 of the Companies Act (which confers on shareholders 

rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) 

will apply to any shares which the Company proposes to issue which are not subject to the disapplication 

referred to in paragraph 2(i) above. 

PR (Ann I) 18.2 


3. Memorandum and Articles of Association 

The principal objects of the Company, which are set out in clause 3 of its Articles of Association, are to act as a 

venture capital trust company and to carry on business as a general commercial company. 

The Articles of Association of the Company contain, inter alia, provisions to the following effect: 

3.1 Voting rights 

Subject to paragraph 3.6 of this Part 6, and to any special terms as to voting upon which any shares may 

for the time being, be held, on a show of hands every member who is present in person or by proxy (or, 

being a corporation, is present by its duly appointed representative) shall have one vote and on a poll every 

member present in person or by representative or proxy shall have one vote for every Share in the capital 

of the Company held by him. A proxy need not be a member of the Company. 

3.2 Variation of rights 

If at any time the capital of the Company is divided into different classes of shares all or any of the rights or 

privileges attached to any class of shares in each of the Company may be varied or abrogated with the 

consent in writing of the holders of three-fourths in nominal value of the issued shares of that class or with 

the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares 

of that class. At every such separate general meeting (except an adjourned meeting), the quorum shall be 

two holders at least of Shares (other than treasury Shares) of the class in question present in person or by 

proxy. 

3.3 Alteration of capital 

The Company may by ordinary resolution increase its share capital, consolidate and divide all or any of its 

share capital into shares of a larger nominal value, sub-divide all or any of its shares into shares of a smaller 

nominal value and cancel any shares not taken, or agreed to be taken, by any person. The Company may, 

subject to the Companies Act, by special resolution reduce or cancel its share capital or any capital 

redemption reserve or share premium account. Subject to and in accordance with the provisions of the 

Companies Act, the Company may purchase its own shares (including any redeemable shares), provided 

that the Company shall not purchase any of its shares unless such purchase has been sanctioned by an 

extraordinary resolution passed at a separate meeting of the holders of any class of shares convertible into 

equity share capital of the Company which are of the same class as those proposed to be purchased. 


PR (Ann I) 

21.2.1 

PR (Ann I) 

21.2.3 

PR (Ann I) 

21.2.4 

PR (Ann I) 

21.2.8


3.4 Transfer of shares 

A member may transfer all or any of his shares: 

3.4.1 in the case of certificated shares by instrument in writing in any usual or common form or in such 

other form as may be approved by the Directors; and 

3.4.2 in the case of uncertificated shares, through the relevant system in accordance with and subject to 

the regulations and the facilities and requirements of the relevant system concerned. 

The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and, if 

the share is not fully paid, by or behalf of the transferee. The Directors may in their absolute discretion 

refuse to register a transfer of any share which is not fully paid, provided that dealings in the shares are not 

prevented from taking place on an open and proper basis. Subject to paragraph 3.6 of this Part 6, the 

Articles contain no restrictions on the free transferability of fully paid shares provided that the transfer is in 

respect of only one class of share, the transfer is in favour of no more than four persons jointly and is 

accompanied by the share certificate and any other evidence of title required by the Directors and that the 

provisions in the Articles relating to the deposit of instruments for transfer have been complied with. 

3.5 Dividends 

The Company may by ordinary resolution in general meeting declare dividends provided that no dividend 

shall be paid otherwise than out of profits of the Company available for distribution in accordance with the 

Companies Act and no dividend shall exceed the amount recommended by the Directors. The Directors 

may from time to time pay such interim dividends as appear to the Directors to be justified. 

The Deferred Shares entitle holders of Deferred Shares to a non-cumulative dividend at the fixed rate of 

1% of the nominal amount thereof, but shall confer no other right, save as provided in the Articles of 

Association, on the holders thereof to share in the profits of the Company. This dividend does not accrue 

or become payable in any way until the date six months after their date of issue of the Deferred Shares and 

shall only then be payable to those holders of Deferred Shares registered in the register of members of the 

Company as holders of Deferred Shares on that date. 

The holders of each class of Shares (the “Relevant Class”) shall be entitled to receive in that capacity such 

dividends as the Directors may resolve to pay out of net assets attributable to the Relevant Class and from 

income received and accrued which is attributable to the Relevant Class. 

Subject to the rights of persons, if any, holding shares with special dividend rights, and subject to paragraph 

3.6 of this Part 6, all dividends shall be apportioned and paid pro rata according to the amounts paid or credited 

as paid on the shares during any portion or portions of the period in respect of which the dividend is paid. No 

amount paid or credited as paid in advance of calls shall be regarded as paid on shares for this purpose. 

All dividends unclaimed for a period of 12 years after the payment date for such dividend shall if the Directors 

so resolve be forfeited and shall revert to the Company. 

3.6 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 and 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 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. 

3.7 Conversion of Shares 

Shares in any given class (the “Converting Class”) may, at the instigation of the Directors, be converted into 

Shares of any other class (the “Destination Class”) whereby: 

3.7.1 all of the Shares in the Converting Class are converted into Shares in the Destination Class; or 

3.7.2 some of the Shares in the Converting Class are converted into Shares in the Destination Class, 

where each holder of the Shares to be converted has consented to such conversion. 

PR (Ann III)4.8


55 

Upon such conversion, the Shares in the Converting Class are convertible to such number of Shares in the 

Destination Class (“Conversion Shares”) and Deferred Shares as is determined by reference to the ratio of 

the net asset value (“NAV”) per Share in the Converting Class to the NAV per Share in the Destination 

Class (the “conversion ratio”) on the relevant date. Upon completion of the conversion, the aggregate number 

of Conversion Shares shall equal the number of Shares in the Destination Class in issue on the relevant 

date multiplied by the conversion ratio, and each Share in the Conversion Class which does not convert into 

a Share in the Destination converts into one Deferred Share. The Conversion Shares rank pari passu with 

the other Shares in the Destination Class. 

3.8 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, 

any surplus capital or assets shall be divided amongst the holders of the Ordinary, C, D, E, F, G, H and I 

Shares pro rata to their respective net assets and, as between the holders of the Ordinary, C, D, E, F, G, 

H and I Shares according to the nominal capital value paid up on their Ordinary, C, D, E, F, G, H and I 

Shares respectively. 

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. 

3.9 Pre-emption rights 

There are no rights of pre-emption under the articles of association of the Company in respect of transfers 

of issued Shares. In certain circumstances, the Company’s shareholders may have statutory pre-emption 

rights under the Companies Act in respect of the allotment of new shares in the Company. These statutory 

pre-emption rights would require the Company to offer new shares for allotment to existing shareholders 

on a pro rata basis before allotting them to other persons. In such circumstances, the procedure for the 

exercise of such statutory pre-emption rights would be set out in the documentation by which such shares 

would be offered to the Company’s shareholders. 

3.10 Borrowing powers 

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its 

undertaking, property and assets both present and future (including uncalled capital) and, subject to section 

551 of the Companies Act, to issue debenture stock or any other securities whether outright or as collateral 

security for any debt, liability or obligation of the Company or any third party. The aggregate amount at any 

one time owing by the Company and all its subsidiaries in respect of monies borrowed by them or any of 

them (exclusive of monies borrowed by the Company or any of its subsidiaries from such companies) shall 

not at any time without the previous sanction of the shareholders in general meeting exceed a sum equivalent 

to 50% of the aggregate of the nominal capital of the Company for the time being issued and paid up and 

the amounts standing to the credit of the consolidated capital and revenue reserves of the Company and 

each of its subsidiary companies after adjustments. 

3.11 Interests of Directors 

A Director who is in any way, directly or indirectly, interested in any transaction or arrangement with the 

Company shall, at a meeting of the Directors, declare, in accordance with the Companies Act, the nature 

of his interest. Provided that he has declared his interest in accordance with the Companies Act, a Director 

may be a party to or otherwise interested in any transaction or arrangement with the Company or in which 

the Company is otherwise interested and may be a director or other officer of or otherwise interested in any 

body corporate promoted by the Company or in which the Company is otherwise interested. No Director so 

interested shall be accountable to the Company, by reason of his being a Director, for any benefit which he 

derives from such office, interest, any such transaction or arrangement. 

A Director shall not vote at a meeting of the Directors in respect of a matter in which he has any material 

interest otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in 

or through, the Company. A Director shall not be counted in the quorum at a meeting in relation to any 

resolution on which he is debarred from voting. A Director shall (in the absence of some other material 

interest than is as indicated below) be entitled to vote (and be counted in the quorum) in respect of, for 

example, any resolution concerning any of the following matters: 

PR (Ann I) 

21.2.2


(i) the giving to him of any security or indemnity in respect of money lent or an obligation incurred by 

him at the request of or for the benefit of the Company or any of its subsidiary undertakings; 

(ii) the giving to a third party of any security or indemnity in respect of a debt or an obligation of the 

Company or any of its subsidiary undertakings for which he has assumed responsibility in whole or 

in part under a guarantee or indemnity or by the giving of security; 

(iii) any proposal concerning the subscription by him of shares, debentures or other securities of the 

Company or any of its subsidiary undertakings or by virtue of his participating in the underwriting or 

sub-underwriting of an offer of such shares, debentures or other securities for subscription or 

purchase; 

(iv) any proposal concerning any other company in which he is interested, directly or indirectly, whether 

as an officer or shareholder or otherwise, provided that he and any persons connected with him do 

not to his knowledge hold an interest in shares representing 1% or more of any class of the equity 

share capital of such company or of the voting rights available to members of the relevant company; 

(v) any proposal relating to an arrangement for the benefit of the employees of the Company or any 

subsidiary undertaking which does not award to any Director as such any privilege or advantage not 

generally awarded to the employees to whom such arrangement relates; or 

(vi) the purchase and/or maintenance of any insurance policy for the benefit of directors or for the benefit 

of persons including directors. 

Where proposals are under consideration concerning the appointment of two or more Directors to 

offices or employment with the Company or any company in which the Company is interested the 

proposals may be divided and considered in relation to each Director separately and (if not otherwise 

precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in 

the quorum in respect of each resolution except that concerning his own appointment. 

3.12 Remuneration of Directors 

The remuneration of the Directors (other than an executive director or managing director appointed under 

the Articles of Association) shall be fixed by the Directors or by any committee appointed by the Directors, 

provided that such fees do not in the aggregate exceed the sum of £110,000 per annum in respect of the 

Company’s financial year ended 18 February 2011 and in respect of each subsequent accounting period 

of the Company, the maximum amount applicable to the immediately preceding accounting period of the 

Company, increased by the percentage increase (if any) during such preceding accounting period in the, or 

such other figure as the Company may by ordinary resolution from time to time determine. 

3.13 Retirement of Directors 

At each annual general meeting of the Company, one third of the Directors shall retire from office. A Director 

shall also retire from office at or before the third annual general meeting following the annual general meeting 

at which he last retired and was re-elected. A retiring Director shall be eligible for re-election. A Director 

shall be capable of being appointed or re-appointed a Director despite having attained the age of 70 or any 

other age and shall not be required to retire by reason of his having attained any particular age. 

3.14 General meetings 

Annual general meetings and general meetings shall be called by not less than 21 clear days’ notice in 

writing unless it is proposed to pass a resolution of which special notice is required in which case 28 clear 

days’ notice in writing is required. Shareholders, proxies of shareholders and corporate representatives of 

shareholders shall be entitled to attend such meetings. 

PR (Ann I) 

21.2.2 

PR (Ann I) 

21.2.5 

4. Directors’ and other interests 

(a) As at the date of this Prospectus, the Directors are interested in Shares as noted below, all such Shares 

being beneficially owned unless otherwise stated: 

C Shares D Shares E Shares F Shares 

__________________________________ __________________________________ __________________________________ __________________________________ 

Director Number % of Class Number % of Class Number % of Class Number % of Class 

_______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ 

Sir Robin Miller - - 53,000 0.28 - - - - 

Michael Eaton - - - - - - - - 

PR (Ann I) 

14.1(a) and 17.2


57 

Frank Presland - - 10,600 0.06 10,500 0.11 - - 

Kevin Falconer - - - - - - - - 

Lord Flight - - - - - - - - 

David Glick 11,500 0.12 21,200 0.11 1,000 0.01 1,000 0.00 

_______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ 

Total 11,500 0.12 84,800 0.44 11,500 0.12 1,000 0.00 

_______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ 

G Shares 

__________________________________ 

H Shares 

__________________________________ 

I Shares 

__________________________________ 

Total 

__________________________________ 

% of issued 

Director Number 

_______________ 

% of Class 

_______________ 

Number 

_______________ 

% of Class 

_______________ 

Number 

_______________ 

% of Class 

_______________ 

Number 

_______________ 

share capital 

_______________ 

Sir Robin Miller 16,050 0.07 - - 10,300 0.07 79,350 0.07 

Michael Eaton - - - - - - - - 

Frank Presland - - - - 8,173 0.05 29,273 0.03 

Kevin Falconer - - - - - - - - 

Lord Flight (1), (2) 57,200 0.24 - - 32,400 0.21 89,600 0.08 

(b) 

(c) 

David Glick 21,600 0.09 26,125 1.17 98,280 0.62 180,705 0.16 

_______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ 

Total 94,850 0.39 26,125 1.17 149,153 0.95 378,928 0.34 

_______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ 

Notes: 

(1) The G Share holding for Lord Flight shown above includes 20,800 G Shares held by his wife, Lady Flight, and 10,400 G Shares held by his daughter, 

Miss C Flight 

(2) The I Share holding for Lord Flight shown above includes 10,800 I Shares held by his wife, Lady Flight, and 10,800 I Shares held by his daughter, 

Miss C Flight 

Save as disclosed in paragraph 4(a) of this Part 6, no Director has, or will have following the Offer, any 

interest in the share capital or loan capital of the Company or any of its subsidiaries nor does any person 

connected with the Directors (within the meaning of section 252 of the Companies Act) have any such 

interests, whether beneficial or non-beneficial. 

Each of the Directors has a letter of appointment from the Company. The current fees, term and notice 

periods of the Directors are as follows: 

PR (Ann I) 15.1, 

16.1 and 16.2 

Director Date of letter Fees per annum Initial term Notice period Other 

Robin Miller 18 January 2006 £20,000 3 years from 6 months Robin Miller’s 

18 January services are provided 

2006 by Robin Miller 

Consultants Limited 

and he is entitled 

to a performancerelated 

bonus 

(see note below) 

Michael Eaton 18 January 2006 £15,000 Rolling 6 months Michael Eaton’s 

services are provided 

by MusicLore 

Limited 

Frank Presland 18 January 2006 £15,000 Rolling 6 months - 

Kevin Falconer 19 January 2011 £17,500 Rolling 6 months - 

Lord Flight 12 September 2011 £15,000 Rolling 6 months - 

David Glick 18 January 2006 £15,000 3 years from 6 months David Glick’s 

18 January services are 

2006 provided by Edge 

Media Services 

Limited 

The total fees paid by the Company to or in respect of individual Directors (including any benefits in kind 

and performance fees but excluding any national insurance contributions and Value Added Tax) for the 

financial year ended 29 February 2012 was:


Robin Miller £22,406* 

Michael Eaton £16,805 

Frank Presland £15,305 

Kevin Falconer £18,523 

David Glick £15,305 

Lord Flight £8,254 

Total £96,598 

* Under his letter of appointment, Robin Miller is entitled to receive a performance fee equal to 1% in respect of the C Shares, the D Shares, the E 

Shares, the F Shares, the G Shares, the H Shares and the I Shares, calculated on the same basis in each instance as the performance fee payable 

to the Investment Manager, as summarised in paragraph 5(f) below. 

(d) 

No pension, retirement or similar benefits are, to date, payable to the Directors. None of the Directors has 

any service agreement with the Company. No amounts have been set aside by the Company for pensions, 

retirement or similar benefits. 

Other than the Company, the Directors have held the following directorships and/or been a partner in the 

following partnerships within the five years prior to the date of this Prospectus: 

Michael Eaton Current Past 

Bushbranch Incorporated 

Bushbranch Limited 

Cordings Holdings Limited 

Crossroads Concert LLC 

Crossroads Inc. 

Drumlin Incorporated 

Duck Records Limited 

E.C. Music Limited 

E.C. Productions Limited 

Marshbrook Limited 

MusicLore Limited 

Redbreast Films Limited 

Chelsea Arts Club Limited 

Edge Legal Limited 

Funtastic UK Limited 

Pegasus Wireless Corporation 

The Writing Room Limited 

PR (Ann I) 15.2 

and 16.2 

PR (Ann I) 14.1 

David Glick Current Past 

David Glick Limited 

1967 Limited 

Edge Encore VCT plc 

Edge Media Activities Limited 

Edge Group Limited 

Edge Media Solutions Limited 

Edge Investment Management Limited Edge Performance VCT 2 plc 

Edge Legal Limited 

Edge Solicitors Limited 

Edge Media Limited 

Hungry Management Limited 

Edge Media Management Limited Songs on Fire Limited 

Edge Media Services Limited 

Edge Music Limited 

Global Dawn Limited 

Lupfaw 318 Limited 

Sculpt The Future Foundation Limited 

Sir Robin Miller Current Past 

BikesportNews.com Limited 

Arts Alliance Media Limited 

The Golf Foundation Limited 

Aspermont UK Limited 

IBIS Media VCT 1 plc 

BSN Web Limited 

The Philanthropy Foundation Limited Classic Copyright (Holdings) Limited


59 

Premier Sports Holdings Plc 

Riders for Health 

Robin Miller Consultants Limited 

Stradbrook Acquisitions Limited 

Time Out Group HC Limited 

The Complete Leisure Group Limited 

Entertainment Rights plc 

Getmemedia.com 

IBIS Media VCT 2 plc 

International Bikesport News.com Limited 

Mecom Group plc 

Setanta Sports 

Frank Presland Current Past 

Big Pig Music Limited 

Hammersmith Ventures Limited 

Bona Productions Limited 

HST Billy Elliot (Overseas) Limited 

Captain Fantastic Enterprises Limited HST Global (Overseas) Limited 

Edge Encore VCT plc 

HST Lion King (Overseas) Limited 

The Elstree UTC 

HST Publishing (Overseas) Limited 

The Elton John Aids Foundation (US) HST Recording (Overseas) Limited 

The Elton John Aids Foundation (UK) HST Theatrical (Overseas) Limited 

Elton John.com Inc. 

The Sanctuary Group Limited 

Elton John.com Limited 

Twenty First Artists Inc. 

Elton John’s UK Charitable Foundation Twenty-First Artists Management Limited 

Happenstance Limited 

WAB Billy Elliot Limited 

HST Management Limited 

WAB Global Limited 

J Bondi: Inc. 

WAB Lion King Limited 

J Bondi: LLP 

WAB Publishing Limited 

Rocket Music Entertainment Group LLP WAB Recording Limited 

Rocket Music Limited 

WAB Theatrical Limited 

The Rocket Record Company Limited 

Rocket Television Limited 

WAB Blythe Limited 

WAB Management Limited 

WAB Sovereign Limited 

WAB Topco Limited 

William A Bong Limited 

Kevin Falconer Current Past 

Audiotube Limited 

I-Kew Limited 

Cherwell Films LLP 

London and North Western Railway Company 

Joyce Hall Limited 

Railfleet Services Limited 

La Compagnie Africaine Limited 

Orwell Films LLP 

Pete Waterman Entertainment Limited 

PWE Management Limited 

PWL Records & Publishing Limited 

Stuart Film LLP 

Lord Flight Current Past 

AIT Trading Limited 

Arden Partners EBT Limited


(e) 

(f) 

(g) 

(h) 

Aurora Investment Trust plc 

CIM Investment Management Limited 

CorporActive Fund (Cayman) 

Downing Structured Opportunities 

VCT 1 plc 

The EIS Association, Limited 

Flight & Barr Limited 

Flight & Partners Limited 

Gulf Overseas Investment Fund Limited 

Investec Asset Management Limited 

Marechale Capital Ltd 

Metro Bank plc 

Arden Partners plc 

Chromogenex PLC 

Ferranti Limited 

Halliday Flight Halliday Limited 

Investec Global Strategy Fund 

Limited (Guernsey) 

Loudwater Trust Limited (Guernsey) 

Speymill plc 

Speymill Property Group Limited 

Westcliff Capital Limited (Guernsey) 

David Glick is a director and shareholder of the Investment Manager, which is a party to the contracts, 

details of which are summarised in paragraph 5 of this Part 6, and copies of which are available for inspection 

at the registered office of the Company. David Glick will not vote on any Board matter where he has a 

conflict of interest. Other than this, none of the Directors or any member of their respective immediate 

families has or has had an interest in any transaction or transactions which are or were unusual in their 

nature or conditions or significant to the business of the Company and which were effected by the Company 

since its incorporation. Save in respect of David Glick, there are no conflicts of interest between any Director 

or any member of the Company’s administrative, management and supervisory bodies and his duties to the 

Company and his private interests and/or duties he may also have. There are no family relationships between 

the Directors as at the date of this Prospectus. 

Robin Miller was appointed as a non-executive director of Entertainment Rights plc on 21 July 2008, and 

resigned on 1 April 2009. The company went into pre-pack administration on 1 April 2009, with gross 

liabilities estimated at £177 million, of which approximately £60 million was discharged during the course 

of the administration. The company was dissolved on 30 December 2010. 

Robin Miller was appointed as non-executive chairman of Setanta Sports Holdings Limited on 20 April 

2009. The company went into receivership on 23 June 2009, with the net liabilities of the Setanta group 

of companies at that time estimated to be approximately £328 million. 

Kevin Falconer was appointed as a non-executive director of Imagine Homes Limited on 28 July 2006 and 

resigned on 3 September 2007. The company was solvent at the time of his resignation; however as a 

consequence of subsequent contraction in the property market and falling property prices, the company 

went into administration on 19 May 2009. 

Frank Presland was appointed as a director of Hammersmith Ventures Limited on 21 August 2008. The 

company went into members’ voluntary liquidation on 31 March 2009. 

Save as disclosed in (e) above, no Director or founder of the Company within the previous five years: 

(i) has any convictions in relation to fraudulent offences; or 

(ii) has been associated with any bankruptcies, receiverships or liquidations while acting in the capacity 

of a member of the administrative, management or supervisory body of a company or as a partner 

or as a senior manager of such a company; or 

(iii) has had any official public incrimination and/or sanction by statutory or regulatory authorities (including 

designated professional bodies); or 

(iv) has been disqualified by a court from acting as a director of a company or from acting in the 

management or conduct of the affairs of any company. 

So far as the Directors are aware, following the Offer, no person, directly or indirectly, jointly or severally, 

exercises or could exercise control over the Company. None of the Shareholders has voting rights different 

from other Shareholders. 

There are no loans made or guarantees granted or provided by the Company to or for the benefit of any 

Director. 

PR (Ann I) 14.2 

and PR (Ann XV) 

3.5 

PR (Ann I) 14.1 

PR (Ann I) 18.3


61 

(i) Other than David Glick’s interest in the transaction described in paragraph 1 (d) of this Part 6, no Director 

is or has been interested in any transaction which is or was unusual in its nature or conditions or significant 

to the business of the Company and which was effected by the Company or any of its subsidiaries during 

the current or immediately preceding financial year or which was effected by the Company or any of its 

subsidiaries during any earlier financial year and remains in any respect outstanding or unperformed. None 

of the Directors nor any members of their respective families has any private interest which is or has the 

potential of being a conflict in relation to their duties to the Company. 

(k) Julian Paul was a director of the Company until his death on 17 March 2011. 


5. Material contracts 

The following is a summary of each material contract, other than contracts entered into in the ordinary course of 

business, to which the Company or any member of its group is a party, for the two years immediately preceding 

the date of this Prospectus and a summary of any other contract (not being a contract entered into in the ordinary 

course of business) entered into by the Company or any member of its group which contains any provision under 

which Edge Performance or any member of its group has any obligation or entitlement which is material to the 

group as at the date of this Prospectus: 

(a) F Share Offer agreement 

On 12 November 2009, the Company entered into an agreement with the Directors, the Investment 

Manager and Howard Kennedy, under which (amongst other things) the Investment Manager agreed to 

manage and promote the F Share Offer. Under that agreement, as consideration for its services to the 

Company, the Investment Manager received a fee of 5.5% of the aggregate value of the gross proceeds 

of the F Share Offer, out of which all costs and expenses of and incidental to the F Share Offer (other than 

costs attributable to the issue of additional F Shares under early subscription incentive arrangements), were 

discharged. 

(b) G Share Offer agreement 

On 19 October 2010, the Company entered into an agreement with the Directors, the Investment Manager 

and Howard Kennedy, under which (amongst other things) the Investment Manager agreed to manage and 

promote the G Share Offer. Under that agreement, as consideration for its services to the Company, the 

Investment Manager received a fee of 5.5% of the aggregate value of the gross proceeds of the G Share 

Offer, out of which all costs and expenses of and incidental to the G Share Offer (other than costs attributable 

to the issue of additional G Shares under early subscription incentive arrangements), were discharged. 

(c) 2011 Promoter Agreement 

On 18 October 2011, the Company entered into an agreement with the Investment Manager and RAM 

Capital Partners whereby RAM Capital Partners agreed to act as promoter of the 2011 Share Offers. For 

its services under this agreement, RAM Capital Partners was paid a fee of: 1% of the first £7 million of 

aggregate funds raised under the 2011 Share Offers; 1.25% of the second £7 million of aggregate funds 

raised under the 2011 Share Offers; 1.5% of the third £7 million of aggregate funds raised under the 2011 

Share Offers; and 1.75% of aggregate funds raised under the 2011 Share Offers in excess of £21 million. 

(d) 2011 Share Offers Agreement 

On 24 November 2011, the Company entered into an agreement with the Directors, the Investment 

Manager and Howard Kennedy Corporate Services LLP, whereby (amongst other things) the Howard 

Kennedy Corporate Services LLP agreed to act as sponsor to the 2011 Offers. Under the 2011 Share 

Offers Agreement, the Company and the Directors gave certain warranties to Howard Kennedy Corporate 

Services LLP; claims for breach of warranty will be subject to various caps. The Company also agreed to 

indemnify Howard Kennedy Corporate Services LLP in respect of its role as sponsor under the 2011 Share 

Offers Agreement. As consideration for its services to the Company, the Investment Manager was paid a 

fee of 5.5% of the aggregate value of the gross proceeds of the 2011 Share Offers, out of which the 

Investment Manager paid or reimbursed the fees of Howard Kennedy Corporate Services LLP and RAM 

Capital Partners, together with all other costs of the 2011 Share Offers (other than costs attributable to the 

issue of additional H or I Shares under early subscription incentive arrangements, and any trail commission 

payable to authorised financial intermediaries after the end of the four year period referred to below). The 

Investment Manager will also receive an annual fee equal to 0.375% of the gross proceeds of the 2011 

Share Offers per annum for a period of four years, out of which all trail commission payable to authorised 

financial intermediaries during that four year period will be discharged. 

PR (Ann I) 22


(e) 

(f) 

2012 Enhanced Share Buy-back Offer Agreement 

On 9 July 2012, the Company entered into an agreement with the Investment Manager whereby the 

Investment Manager agreed to manage and promote the 2012 Enhanced Share Buy-back. For its services 

under this agreement, the Investment Manager was paid a fee of 3% of the gross proceeds of sale of all 

C Shares bought back by the Company under the 2012 Enhanced Share Buy-back. From this fee, the 

Investment Manager met or reimbursed all costs of and incidental to the 2012 Enhanced Share Buy-back, 

other than the cost of trail commission payable to authorised financial intermediaries. 

Investment management agreements 

(1) Existing Investment Management Agreement 

The Company entered into an agreement dated 3 February 2006 with the Investment Manager, 

which has responsibility for the management of the Company’s portfolio of investments. The 

agreement has been varied and replaced several times to allow for the management of the 

Company’s portfolio of investments represented by the Ordinary, C, D, E, F, G, H and I Share classes. 

The agreement currently continues for a period ending 5 years from 11 April 2012 (the first date of 

admission of the H and I Shares) and which may be terminated thereafter by either party on 12 

months’ notice, such notice to be served at the end of the initial period or at any time thereafter. 

(2) New Investment Management Agreement 

On 18 February 2013, the Company entered into the New Investment Management Agreement 

with the Investment Manager which, subject to the passing of Resolution 5 and implementation of 

the Offer, will replace the Existing Investment Management Agreement with effect from 1 March 

2013. The appointment will be for an initial period ending on the earlier of 5 years from the first date 

of Admission of the New H Shares and 31 May 2018 and which may be terminated thereafter by 

either party on 12 months’ notice, such notice to be served at the end of the initial period or at any 

time thereafter. 

Under the terms of the New Investment Management Agreement, the Investment Manager will 

receive: (a) an annual management fee of 1.75% of the net asset value attributable to the C Shares, 

D Shares, E Shares F Shares, G Shares and I Shares, in each case plus VAT (if applicable); (b) an 

annual management fee of 2.25% of the net asset value attributable to the H Shares plus VAT (if 

applicable); and (c) a performance fee which is outlined in more detail below. 

If the annual running costs of the Company in any year exceed 3% of the net assets of the Company, 

the Investment Manager will be responsible for the excess. For these purposes, annual running costs 

of the Company include, amongst other things, the annual management fees described above, the 

administrative services fee described in paragraph 5 (g) of this Part 6, Directors’ remuneration, 

company secretarial and accounting fees, audit, taxation advice, sponsor’s and registrar’s fees and 

the costs of communicating with the Shareholders, but exclude irrecoverable VAT, trail commission 

payable to financial intermediaries, the Investment Manager’s performance fee described below and 

the cost of significant corporate activity. 

Unless otherwise agreed from time to time between the Company and the Investment Manager, the 

Investment Manager will be responsible for external costs, such as legal and accounting fees, incurred 

in relation to the negotiation and (if applicable) completion of all Qualifying Investments. The 

Investment Manager retains the right to charge arrangement, monitoring, syndication, exit and 

directors’ fees to the businesses in which the Company invests. Such charges are in line with industry 

practice and the arrangement fees typically amount to between 1% and 3% of the amount of each 

investment plus VAT (if applicable). The Investment Manager will normally nominate one of its 

directors to act as a director of each investee company. 

In respect of each class of Shares separately (save the H Shares), once total paid or declared 

Dividends have reached £1.00 per C Share, D Share, E Share, F Share, G Share or I Share (as the 

case may be) all further amounts which, in the opinion of the Board, are available to be distributed 

as Dividends will be paid as to 80% as a Dividend to C Shareholders, D Shareholders, E 

Shareholders, F Shareholders, G Shareholders or I Shareholders (as the case may be) and 19% to 

the Investment Manager by way of performance fee. Once total paid or declared Dividends have 

reached £1.20 per C Share, D Share, E Share, F Share, G Share or I Share (as the case may be) 

all further amounts which, in the opinion of the Board, are available to be distributed as Dividends 

will be paid as to 70% as a Dividend to C Shareholders, D Shareholders, E Shareholders, F


63 

(g) 

(h) 

(i) 

Shareholders, G Shareholders or I Shareholders (as the case may be) and 29% to the Investment 

Manager by way of performance fee. 

In respect of the H Shares, once and for so long as cumulative Dividends paid or declared equal or 

exceed an average of 7p per H Share per annum, the Investment Manager will receive an annual 

performance fee equal to 19% of the net asset value per H Share in excess of £1.00. Once and for 

so long as cumulative Dividends paid or declared equal or exceed an average of 14p per H Share 

per annum, the Investment Manager will receive an annual performance fee equal to 29% of the net 

asset value per H Share in excess of £1.00. That calculation will be made on a six-monthly basis, 

by reference to the Company’s published annual report and financial statements and the Company’s 

published half-yearly financial statements. 

Amounts paid by the Company for existing C Shares purchased under the Enhanced Share Buy-back 

or pursuant to other share buy-backs will not be treated as distributions for the purposes of the 

calculation of any performance incentive fees payable. 

The performance fees described above are to be paid in cash and can be assigned by the Investment 

Manager to some or all of its investment team. 

Administrative services agreements 

(1) Existing Administrative Services Agreement 

On 24 November 2011, the Company entered into the Existing Administrative Services Agreement 

with the Investment Manager, under which the Investment Manager provides administrative services 

to the Company. Under the terms of the Existing Investment Management Agreement, the 

appointment of the Investment Manager continues for an initial period of 5 years from 11 April 2012 

(being the first date of admission of H Shares and I Shares to listing on the Official List and trading 

on the main market of the London Stock Exchange) and may thereafter be terminated on 12 months' 

written notice. Under the terms of the Existing Administrative Services Agreement, the Investment 

Manager receives an annual fee of £225,000 (plus VAT, if applicable) in total (across all classes of 

Shares), to be adjusted annually by reference to the movement in the Retail Prices Index. 

(2) New Administrative Services Agreement 

On 18 February 2013, the Company entered into the New Administrative Services Agreement with 

the Investment Manager which, subject to the passing of Resolution 5 and implementation of the 

Offer, will, with effect from 1 March 2013, replace the Existing Administrative Services 

Agreement.The appointment will be for an initial period ending on the earlier of five years following 

the first date of Admission of the New H Shares and 31 May 2018, and may thereafter be terminated 

by either party on 12 months’ notice, such notice to be served at the end of the initial period or at 

any time thereafter. Under the New Administrative Services Agreement, the Investment Manager 

will receive an annual fee of £275,000 (plus VAT, if applicable) in total (across all classes of Shares), 

to be adjusted by reference to the movement in the Retail Prices Index. 

Enhanced Share Buy-back Offer Agreement 

On 30 January 2013, the Company entered into an agreement with the Investment Manager whereby the 

Investment Manager agreed to manage and promote the Enhanced Share Buy-back. Under this agreement, 

the Investment Manager will receive a fee equal to 3% of the gross proceeds of the C Shares sold to the 

Company under the Enhanced Share Buy-back that are reinvested under the Enhanced Share Buy-back. 

Out of this fee, the Investment Manager will pay or reimburse all of the initial costs and expenses of the 

Enhanced Share Buy-back (being all costs and expenses of the Enhanced Share Buy-back other than trail 

commission payable to authorised financial intermediary firms in respect of applications made through them 

under the Enhanced Share Buy-back). If the initial costs of the Enhanced Share Buy-back exceed 3% of 

the gross proceeds of the C Shares sold to the Company under the Enhanced Share Buy-back, the 

Investment Manager will be responsible for the excess. 

H Share Promoter Agreement 

On 22 January 2013, the Company entered into an agreement with RAM Capital Partners, whereby RAM 

Capital Partners has agreed to assist the Company and the Investment Manager in the promotion of the 

Offer and of the Enhanced Share Buy-back. For its services under this agreement, RAM Capital Partners 

is to be paid a fee of £25,000.


(j) 

H Share Offer Agreement 

On 18 February 2013, and subject to Shareholder Approval, the Company entered into an agreement with 

the Investment Manager, under which the Investment Manager has agreed to manage and promote the 

Offer. As consideration for its services to the Company, the Investment Manager is to receive an initial fee 

of 5% of the aggregate value of the gross proceeds of the Offer, and an annual fee equal to 0.25% of the 

gross proceeds of the Offer for a period of four years. From its fee, the Investment Manager will pay or 

reimburse the fees of the Sponsor and RAM Capital Partners, together with all other costs of the Offer, 

including trail commission payable to authorised financial intermediaries and the cost of Additional New H 

Shares (but excluding the cost of any Early Application Incentive Shares). 

6. Litigation 

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or 

threatened of which the Company is aware), during the 12 months preceding the date of this Prospectus, which 

may have, or have had in the recent past significant effects on the Company’s financial position or profitability. 

PR (Ann I) 20.8 

7. The Listing Rules and VCT compliance 

(a) A detailed description of the investment policy which will be pursued by the Company is set out in Part 1. 

The Company must, at all times, invest and manage its assets in a way which is consistent with its object 

of spreading investment risk and in accordance with this published investment policy. The investment policy 

is designed to ensure that the Company continues to qualify and be approved as a VCT by HMRC.The 

investment policy is in line with Chapter 15 of the Listing Rules and Part 6, ITA. In accordance with the 

Listing Rules, a material change in the investment policy of the Company will only be effected with 

shareholder approval. The Company will not conduct any trading activity which is significant in the context 

of its group (if any) as a whole. In accordance with the Listing Rules, no more than 10%, in aggregate, of 

the value of the total assets of the Company at the time an investment is made may be invested in other 

closed-ended investment funds listed on the premium segment of the Official List, except where those 

funds have themselves published investment policies which permit them to invest no more than 15% of 

their total assets in other closed-ended investment funds listed on the premium segment of the Official List. 

(b) The UK Listing Authority requires that the Board must be able to demonstrate that it will act independently 

of the Investment Manager. In particular, a majority of the Board (including the Chairman) must not be: 

(i) directors, employees, partners, officers or professional advisers of or to, the Investment Manager or 

any other company in the same group as the Investment Manager; or 

(ii) directors, employees or professional advisers of or to any other VCT managed by the Investment 

Manager or any other company in the same group as the Investment Manager. 

(c) In order to obtain venture capital trust status, a company must be approved by HM Revenue & Customs. 

The conditions which must be satisfied to obtain such status are set out in paragraph 4 of Part 4. Should 

the Company’s venture capital trust status be lost under section 274 ITA, then the FSA will be notified as 

soon as possible. 

(d) The Company has retained PricewaterhouseCoopers LLP to advise on VCT taxation matters on an ongoing 

basis. 



8. No significant change 

There has been no significant change in the financial or trading position of the Company since 31 August 2012, 

the date to which the most recently published unaudited interim financial information of the Company was made 

up, save for the payment of an interim dividend of 40p per C Share on 14 December 2012 (approximately £3.76 

million in aggregate) which was funded from the proceeds of realised investments. 

PR (Ann I) 20.9 

9. Significant gross change 

The Directors believe that the Offer has the potential to constitute a significant gross change in the VCT. This could 

include an increase in the net assets of the Company of an amount that is equal to the net proceeds it receives under 

the Offer. If the Offer is fully subscribed, an increase in net assets would have certain consequences, including increasing 

the Company’s earnings, increasing the size and range of investments the Company could undertake, and increasing 

the number of investments the Company would be required to make in order to meet the VCT eligibility rules.


65 

10. Corporate governance 

(a) 

The Company has formed an audit committee, a nomination committee and a remuneration committee. 

The members of these committees are: 

PR (Ann I) 16.3 

(b) 

Committee 

Members 

Audit 

Kevin Falconer (Chairman), Michael Eaton and Lord Flight 

Nomination Robin Miller (Chairman) and Michael Eaton 

Remuneration Robin Miller (Chairman) and Michael Eaton 

The duties of the audit committee include reviewing the half-yearly and annual accounts, the system of 

internal controls, the terms of appointment of the auditor and the auditor’s remuneration, and ensuring that 

auditor objectivity and independence is safeguarded in the provision of non audit services by the auditor. It 

also provides a forum through which the auditor may report to the Board and meets at least twice a year. 

The nomination committee reviews potential appointments to the Board. The remuneration committee meets 

at least annually and reviews the appropriateness of the terms of appointment of the directors. 

As at the date of this Prospectus, the Company complies with the Corporate Governance Code and was 

compliant during the last financial year. 

PR (Ann I) 16.4 

11. Working capital 

The Company is of the opinion that its working capital is sufficient for its present requirements, that is for at least 

the next twelve months from the date of this Prospectus. 


12. Net Asset Value calculations 

(a) The Board is responsible for the determination and calculation of the net asset value of the Company which 

is undertaken quarterly and included in the announcement of annual results of the Company, half-year 

results of the Company and interim management statements. All unquoted investments will be valued biannually 

in accordance with IPEVC Valuation Guidelines under which investments are not normally re-valued 

above cost within twelve months of acquisition and thereafter are carried at fair value. Any AIM or other 

quoted investment will be valued at the bid price of its shares as derived from the Daily Official List of the 

London Stock Exchange. 

(b) The net asset value of the Company is audited annually by the Company’s auditor, Grant Thornton UK LLP 

which is registered as an auditor by the Institute of Chartered Accountants of England and Wales. Grant 

Thornton was appointed as the Company’s auditor on 24 August 2011. 

(c) The net asset value of the Company will not be calculated (or may be delayed in publication) in circumstances 

where the underlying data necessary to value the investments of the Company cannot readily, or without 

undue expenditure, be obtained. Details of any suspension in making such calculations (or any delay in 

publication as the case may be) will be announced through a Regulatory Information Service. 

(d) The most recent published unaudited NAV per H Share was 93.35p as at 30 November 2012. 




13. Miscellaneous 

(a) The total expenses of and incidental to the Offer (including irrecoverable VAT but excluding any costs 

attributable to the issue of Early Application Incentive Shares) will be met by the Investment Manager from 

the fees payable to the Investment Manager by the Company under the terms of the H Share Offer 

Agreement described in paragraph 5(j) of this Part 6. Any expenses of and incidental to the Offer in excess 

of the amount of such fees will be borne by the Investment Manager. 

(b) The Company’s registrar and paying agent for the payment of dividends is The City Partnership (UK) Limited. 

14. Related party transactions 

Save as described below, the Company was not a party to, nor had any interest in, any related party transactions 

(as defined in the standards adopted according to the Regulation (EC) No. 1606/2002) during the period from 1 

March 2009 (being the start of the period) covered by the financial information set out in Part 5 of this Prospectus) 

up to the date of this Prospectus: 

PR (Ann I) 19


(a) 

(b) 

(c) 

(d) 

Edge Investment Management is a related party of the Company and it receives fees in respect of investment 

management activities and administration services as described in paragraphs 5 (f) and (g) of this Part 6; 

the Company has entered into various offer agreements, pursuant to which Edge Investment Management 

has received various fees for services to the Company, described in paragraphs 5 (a), (b), (d) and (e) of this 

Part 6, and the new H Share Offer Agreement which is described in paragraph 5(h) of this Part 6; 

the Company entered into the arrangements detailed in paragraph 4(c) of this Part 6, dealing with the 

payment by the Company of sums to Robin Miller Consultants Limited in respect of the provision of 

consultancy services; and 

on 29 June 2009, the Company entered into a consultancy agreement with Julian Paul & Co. (a company 

owned by Julian Paul, a Director until his death on 17 March 2011). Fees of £5,000 plus VAT per annum 

were paid under this agreement which terminated on 17 March 2011. 

15. Certificates of title 

The Company Secretary of the Company will hold any certificates of title relating to investments made by the 

Company. The independent manager of fixed income securities will be responsible for holding such investments 

on behalf of the Company. 

16. Statement of belief 

The Prospectus contains statements of belief made by the Investment Manager. Such statements are included, in 

the form and context in which they are appear, with the consent of the Investment Manager, who has authorised 

and takes responsibility for such statements of belief under rule 5.5.3(2)(f) of the Prospectus Rules. To the best 

of the knowledge and belief of the Investment Manager (which has taken all reasonable care to ensure that such 

is the case), such statements of belief are in accordance with the facts and do not omit anything likely to affect 

their import. 


17. Mandatory bids, squeeze-out and sell-out rules 

17.1 Mandatory bids 

As a company incorporated in England and Wales with shares to be admitted to trading on the London 

Stock Exchange, the Company will be subject to the provisions of the Takeover Code. The Takeover Code 

is issued and administered by the Panel on Takeovers and Mergers (the “Panel”). The Panel has been 

designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers 

pursuant to the Takeovers Directive. Following the implementation of the Takeovers Directive, the rules set 

out in the Takeover Code which are derived from the Takeovers Directive now have a statutory basis in the 

United Kingdom. 

Under Rule 9 of the Takeover Code, any person or group of persons acting in concert with each other 

which, taken together with shares already held by that person or group of persons, acquires 30% or more 

of the voting rights of a public company which is subject to the Takeover Code or holds not less than 30% 

but not more than 50% of the voting rights exercisable at a general meeting and acquires additional shares 

which increase the percentage of their voting rights, would normally be required to make a general offer in 

cash at the highest price paid within the preceding 12 months for all the remaining equity share capital of 

the Company. 

Under Rule 37 of the Takeover Code, when a company purchases its own voting shares a resulting increase 

in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in 

concert will be treated as an acquisition for the purposes of Rule 9. A shareholder who is neither a director 

nor acting in concert with a director will not normally incur an obligation to make an offer under Rule 9. 

However, under note 2 to Rule 37, where a shareholder has acquired shares at a time when it had reason 

to believe that a purchase by the company of its own voting shares may take place, an obligation to make 

a mandatory bid under Rule 9 may arise in certain circumstances. The buy-back by the Company of Shares 

could, therefore, have implications for Shareholders with significant shareholdings. 

17.2 Squeeze-out and sell-out rules 

Other than as provided by the Companies Act, there are no rules or provisions relating to squeeze-out and 

sell-out rules in relation to the Shares. 

PR (Ann III) 4.9


67 

18. Restrictions on transfer 

18.1 General 

The distribution of this Prospectus and offer of New H Shares in certain jurisdictions may be restricted by 

law and therefore persons into whose possession this Prospectus comes should inform themselves about 

and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of 

the securities laws of any such jurisdiction. 

18.2 European Economic Area 

18.2.1 In relation to each of the EEA States (other than the United Kingdom) which has implemented 

the Prospectus Directive (each a “relevant member state”), with effect from and including the 

date on which the Prospectus Directive was implemented in that relevant member state (the 

“relevant implementation date”) no New H Shares have been offered or will be offered pursuant 

to an offer to the public in that relevant member state, except that with effect from and including 

the relevant implementation date, offers of New H Shares may be made to the public in that 

relevant member state at any time: 

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if 

not so authorised or regulated, whose corporate purpose is solely to invest in securities; 

(b) to any legal entity which has two or more of (i) an average of at least 250 employees 

during the last financial year; (ii) a total balance sheet of more than €43 million; and (iii) 

an annual net turnover of more than €50 million as shown in its last annual or consolidated 

accounts; or 

(c) in any other circumstances which do not require the publication by the Company of a 

prospectus pursuant to Article 3 of the Prospectus Directive, 

provided that no such offer of New H Shares shall result in a requirement for the publication of 

a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the 

Prospectus Directive in a relevant member state and each person who initially acquires any New 

H Shares or to whom any offer is made under the Offer will be deemed to have represented, 

acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of 

the Prospectus Directive. 

18.2.2 For the purpose of the expression an “offer of any New H Shares to the public” in relation to any 

New H Shares in any relevant member state means the communication in any form and by any 

means of sufficient information on the terms of the Offer of any New H Shares, so as to enable 

a potential Investor to decide to purchase or subscribe for the New H Shares, as the same may 

be varied in that relevant member state by any measure implementing the Prospectus Directive 

in that relevant member state. 


19. Disclosure requirements and notification of interest in shares 

Under Chapter 5 of the Disclosure and Transparency Rules, subject to certain limited exceptions, a person must 

notify the Company (and, at the same time, the FSA) of the percentage of voting rights he or she holds (within two 

trading days) if he or she acquires or disposes of shares in the Company to which voting rights are attached and 

if, as a result of the acquisition or disposal, the percentage of voting rights which he or she holds as a shareholder 

(or, in certain cases, which he holds indirectly) or through his or her direct or indirect holding of certain types of 

financial instruments (or a combination of such holdings): 

19.1 reaches, exceeds or falls below 3% and each 1% threshold thereafter; or 

19.2 reaches, exceeds or falls below an applicable threshold in paragraph 19.1 of this Part 6 above as a result 

of events changing the breakdown of voting rights and on the basis of the total voting rights notified to the 

market by the Company. 

Such notification must be made using the prescribed form TR1 available from the FSA’s website at 

http://www.fsa.gov.uk. Under the Disclosure and Transparency Rules, the Company must announce the notification 

to the public as soon as possible and in any event by not later than the end of the trading day following receipt of 

a notification in relation to voting rights. 

The FSA may take enforcement action against a person holding voting rights who has not complied with Chapter 

5 of the Disclosure and Transparency Rules.


20. Documents available for inspection 

Copies of the following documents may be inspected at the offices of Dickson Minto W.S., Broadgate Tower, 20 

Primrose Street, London EC2A 2EW during usual business hours on any weekday (excluding Saturdays and public 

holidays) for the duration of the Offer: 

(a) the Memorandum and Articles of Association of the Company; 

(b) the letters of appointment referred to in paragraph 4(c) of this Part 6; and 

(c) the financial information for the years ended 28 February 2010, 28 February 2011 and 29 February 2012, 

and the six month periods ended 31 August 2011 and 31 August 2012, incorporated by reference in Part 


PR (Ann 1) 24


69 

PART 7: DEFINITIONS 

The following definitions apply throughout this Prospectus, unless the context otherwise requires: 

“Additional New H Shares” 

additional New H Shares which are issued in instances where the 

Investor’s financial intermediary firm is not permitted, by virtue of FSA 

Rules, to receive introductory commission, as described in this 

Prospectus 

“Admission” 

admission of the New H Shares to be issued under the Offer to the 

premium segment of the Official List of the UK Listing Authority and 

to trading on the London Stock Exchange’s Main Market for listed 

securities 

“AIM” 

the Alternative Investment Market operated by the London Stock 

Exchange for unlisted securities 

“Application Form” 

the application form for New H Shares under the Offer, set out at the 

end of this Prospectus 

“Articles of Association” or “Articles” the articles of association of the Company, as amended from time to 

time 

“Board” or “Directors” 

the directors of the Company from time to time, the names of the 

current directors being set out on page 20 of this Prospectus 

“Business Day” 

any day (other than a Saturday, Sunday or public holiday) on which 

clearing banks are open for normal banking business in London 

“C Share Class Meeting” the meeting of the holders of the C Shares to be held at the offices of 

Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London 

EC2A 2EW at 10.10 am on 21 March 2013 (or any adjournment 

thereof) 

“C Share Fund” the net assets of the Company attributable to holders of C Shares 

“C Shareholders” holders of C Shares 

“C Shares” C shares of 10p each in the capital of the Company (ISIN: 

GB00B1GJYK55) 

“certificated form” 

not in uncertificated form (that is, not in CREST) 

“Circular” the circular published by the Company on 18 February 2013 

“Class Meetings” 

together, the C Share Class Meeting, the H Share Class Meeting and 

the I Share Class Meeting 

“Companies Act” the Companies Act 2006 

“Company” or “Edge Performance” 


“Corporate Governance Code” 

the Financial Reporting Council’s UK Corporate Governance Code or 

Combined Code on Corporate Governance, as applicable 

“CREST” 

the relevant system as defined in the CREST Regulations in respect 

of which Euroclear UK & Ireland Limited is operator (as defined in the 

CREST Regulations) in accordance with which securities may be held 

in uncertificated form 

“CREST Regulations” 

the Uncertificated Securities Regulations 2001 (SI2001/3755) (as 

amended) 

“D Share Fund” the net assets of the Company attributable to holders of D Shares 

“D Shares” D shares of 10p each in the capital of the Company (ISIN: 

GB00B28M6V44) 

“Deferred Shares” 

deferred shares of 10p each in the capital of the Company 

“Disclosure Rules and Transparency Rules” the disclosure rules and transparency rules issued by the FSA 

“Dividend” 

for the purposes of the performance incentive fee payable to the 

Investment Manager:


(i) a dividend of the Company to holders of the C Shares, D 

Shares, E Share, F Shares, G Shares, H Shares and/or I 

Shares (in respect of which such dividend is paid); and 

(ii) any distribution (as defined in section 829 (1) of the Companies 

Act) to holders of the C Shares, D Shares, E Share, F Shares, 

G Shares, H Shares and/or I Shares; 

(iii) any distribution by way of the reduction of the C Share capital, 

D Share capital, E Share capital, F Share capital, G Share 

capital, H Share capital and/or I Share capital of the Company; 

(iv) any distribution of assets on the winding up of the Company; 

and 

(v) any other payment made by the Company to all holders of C 

Shares, D Shares, E Shares, F Shares, G Shares, H Shares 

and/or I Shares as a class 

“E Share Fund” the net assets of the Company attributable to holders of E Shares 

“E Shares” E shares of 10p each in the capital of the Company (ISIN: 

GB00B00DDX23) 

“Early Application Incentive Shares” 

“Edge Investment Management” 

or “Investment Manager” 

“EEA States” 

“EIS” 

“Enhanced Share Buy-back” 

additional New H Shares which are issued under the early application 

incentive arrangements described in Part 3 of this Prospectus 

Edge Investment Management Limited 

the member states of the European Economic Area 

Enterprise Investment Scheme 

the Company’s tender offer to holders of C Shares, to purchase those 

C Shares on condition that the proceeds of sale are applied in 

subscribing for new C Shares, as set out in the Enhanced Share Buyback 

Tender Offer Document 

“Enhanced Share Buy-back Offer Agreement” the agreement dated 30 January 2013 between the Company and the 

Investment Manager in respect of the Enhanced Share Buy-back, the 

principal terms of which are set out in paragraph 5(h) of Part 6 of this 

Prospectus 

“Enhanced Share Buy-back Tender Offer the Company's tender offer document in relation to the Enhanced 

Document” Share Buy-back dated 18 January 2013 

“Existing Administrative Services Agreement” the administrative services agreement dated 24 November 2011 

between the Company and the Investment Manager, the principal 

terms of which are summarised in paragraph 5(g)(i) of Part 6 of this 

Prospectus 

“Existing H Shares” 

H Shares issued prior to the date of this Prospectus 

“Existing Investment Management the investment management agreement dated 24 November 2011 

Agreement” 


terms of which are summarised in paragraph 5(f)(i) of Part 6 of this 

Prospectus 

“Existing Shareholder” 

a person who, as at the date of this Prospectus, is the beneficial owner 

of any Shares, or who, as at the date of this Prospectus, is the spouse 

or civil partner of the beneficial owner of any Shares, as the context 

so permits 

“F Share Fund” the net assets of the Company attributable to holders of F Shares 

“F Share Offer” the Company’s offer for subscription for up to 30 million F Shares 

made pursuant to a prospectus dated 13 November 2009, as 

amended by a supplementary prospectus dated 9 March 2010 

“F Shares” F shares of 10p each in the capital of the Company (ISIN: 

GB00B560SW69)


71 

“FSA” 

“FSA Rules” 

the Financial Services Authority, or its successor regulator 

all applicable rules from time to time issued by the FSA, and including 

without limitation the Conduct of Business Sourcebook 

“FSMA” the Financial Services and Markets Act 2000 

“G Share Fund” the net assets of the Company attributable to holders of G Shares 

“G Share Offer” the Company’s offer for subscription for up to 30 million G Shares 

made pursuant to a prospectus dated 19 October 2010 

“G Shares” G shares of 10p each in the capital of the Company (ISIN: 

GB00B4LQCP32) 

“General Meeting” 

the general meeting of the Company to be held at the offices of 


EC2A 2EW to be held at 10.00 am on 21 March 2013 (or any 

adjournment thereof) 

“H Share Class Meeting” the meeting of the holders of the H Shares to be held at the offices of 



thereof) 

“H Share Fund” the net assets of the Company attributable to holders of H Shares 

“H Share Offer Agreement” the agreement dated 18 February 2013 between the Company and 

the Investment Manager, under which the Investment Manager has 

agreed to manage and promote the Offer, the principal terms of which 

are summarised in paragraph 5(j) of Part 6 of this Prospectus 

“H Share Promoter Agreement” the agreement dated 22 January 2013 among the Company, the 

Investment Manager and RAM Capital Partners whereby RAM Capital 

Partners agreed to act as promoter of the Offer and the Enhanced 

Share Buy-back, the principal terms of which are set out in paragraph 

5(i) of Part 6 of this Prospectus 

“H Shareholders” holders of H Shares 

“H Shares” H shares of 10p each in the capital of the Company including the 

Existing H Shares and/or the New H Shares, as the context requires 

“HMRC” 

HM Revenue & Customs 

“I Share Class Meeting” the meeting of the holders of the I Shares to be held at the offices of 



thereof) 

“I Share Fund” the net assets of the Company attributable to holders of I Shares 

“I Shares” I shares of 10p each in the capital of the Company (ISIN: 

GB00B5B6VC05) 

“Income Tax Act” or “ITA” the Income Tax Act 2007 

“Independent Shareholders” 

Shareholders other than the Investment Manager and members of its 

group 

“Investor” 

a subscriber for New H Shares under this Prospectus 

“IPEVC Guidelines” 

the International Private Equity and Venture Capital Valuation 

Guidelines, as published from time to time 

“Listing Rules” 

the listing rules issued by the FSA 

“London Stock Exchange” 

London Stock Exchange plc 

“Maximum Subscription” 

the maximum subscription under the Offer which is for 5 million New 

H Shares 

“MiFID” 

the Markets in Financial Instruments Directive (2004/39/EC) 

PR (Ann III) 4.4


“Net Asset Value” 

in relation to a Share, its net asset value on the relevant date calculated 

on the basis of the Company’s normal accounting principles and 

policies 

“New Administrative Services Agreement” the administrative services agreement dated 18 February 2013 


terms of which are summarised in paragraph 5(g)(ii) of Part 6 of this 

Prospectus 

“New H Shares” 

H Shares to be issued under the terms of the Offer 

“New Investment Management Agreement” the investment management agreement dated 18 February 2013 


terms of which are summarised in paragraph 5(f)(ii) of Part 6 of this 

Prospectus 

“Non-qualifying Investments” 

investments which are not Qualifying Investments 

“Offer” or “Offer for Subscription” 

“Offer Price” 

“Official List” 

“Ordinary Shares” 

“PAYE” 

“PLUS” 

“Prospectus” 

“Prospectus Directive” 

“Prospectus Rules” 

“PwC” 

“Qualifying Investment” 

“Qualifying Investor” 

“RAM Capital Partners” 

“Receiving Agent” 

“Regulatory Information Service” 

“Resolutions” 

“Restricted Jurisdiction” 

“RPI” 

“Share Fund(s)” 

“Shareholder” 

the offer for subscription for H Shares as described in this Prospectus 

in respect of a given New H Share, such amount as equals A divided 

by 0.95, where A is the Net Asset Value per H Share most recently 

published by the Company prior to the date of allotment of that New 

H Share 

the Official List of the UK Listing Authority 

Ordinary shares of 10p each in the capital of the Company in issue 

before their conversion into Deferred Shares 

pay as you earn 

PLUS Markets plc, a recognised investment exchange in the UK and 

a market operator under MiFID, authorised to operate both secondary 

(trading) and primary (listing/quotation) markets 

this document 

Directive 2003/71 and any relevant implementing measure in each 

EEA State which has implemented this directive 

the prospectus rules issued by the FSA 

PricewaterhouseCoopers LLP 

an investment in an unquoted trading company which comprises a 

qualifying holding for a VCT as defined in Chapter 4, Part 6, ITA 

an individual who subscribes for or acquires shares in a VCT and 

satisfies the conditions of eligibility for tax relief available to investors 

in a VCT 

RAM Capital Partners LLP 


a regulatory information service that is on the list of regulatory 

information services maintained by the FSA 

the resolutions to be proposed at the General Meeting and the Class 

Meetings 

United States, Canada, Australia, Japan, New Zealand, South Africa 

and any other jurisdictions outside the United Kingdom where sending 

this Prospectus, the Circular or issuing New H Shares would violate 

the laws of that jurisdiction 

the Retail Prices Index published by the Office for National Statistics 

any one or more of the C Share Fund, D Share Fund, E Share Fund, 

F Share Fund, G Share Fund, H Share Fund and I Share Fund 

a holder of Shares 

PR (Ann III) 

5.3.1


73 

“Shareholder Approval” 

“Shares” 

“Sponsor” 

“Takeover Code” 

“Takeovers Directive” 

“UK Listing Authority” 

“Uncertificated Form” 

“United Kingdom” or “UK” 

“United States” or “USA” 

“US Securities Act” 

“VAT” 

“VCT” or “Venture Capital Trust” 

“VCT Rules” 

the passing of the relevant Resolution(s) 

Ordinary Shares, C Shares, D Shares, E Shares, F Shares, G Shares, 

H Shares, I Shares and/or Deferred Shares as the case may be 

Dickson Minto W.S. 

the City Code on Takeovers and Mergers 

the European Union’s Directive on Takeover Bids (2004/25/EC) 

the Financial Services Authority, in its capacity as the competent 

authority for the purposes of Part VI of the FSMA 

recorded on the relevant register of Shares as being held in 

uncertificated form in CREST and title to which, by virtue of the CREST 

Regulations, may be transferred by means of CREST 

the United Kingdom of Great Britain and Northern Ireland 

the United States of America, its territories and possessions, any state 

of the United States and the District of Columbia 

the United States Securities Act 1933, as amended 

value added tax 

a venture capital trust as defined in section 259 of the ITA 

the legislation, rules and HMRC interpretation and practice regulating 

the establishment and operation of venture capital trusts 

“VCT Value” 

the value of an investment for VCT purposes calculated in accordance 

with section 279 of the ITA 

“Waiver Shares” 

additional New H Shares which are issued in instances where the 

Investor’s financial intermediary firm is permitted, under FSA Rules, to 

receive introductory commission, but elects to waive some or all of its 

initial commission in favour of the Investor, as described in this 

Prospectus 

“2011 Promoter Agreement” the agreement dated 18 October 2011 among the Company, the 

Investment Manager and RAM Capital Partners whereby RAM Capital 

Partners agreed to act as promoter of the 2011 Share Offers 

“2011 Share Offers” the Company’s offers for subscription for up to 30 million H Shares 

and up to 30 million I Shares each made pursuant to a prospectus 

dated 24 November 2011, as amended by a supplementary 

prospectus dated 6 July 2012 

“2011 Share Offers Agreement” the agreement entered into among the Company, the Directors, the 

Investment Manager and Howard Kennedy Corporate Services LLP in 

connection with the 2011 Share Offers dated 24 November 2011, 

the principal terms of which are set out in paragraph 5(d) of Part 6 of 

this Prospectus 

“2012 Enhanced Share Buy-back” the Company’s invitation to C Shareholders to sell C Shares back to 

the Company under a tender offer and use the proceeds to subscribe 

for new C Shares, which were subsequently converted to I Shares, as 

set out in the Company’s offer document dated 9 July 2012 

“2012 Enhanced Share Buy-back the agreement dated 9 July 2012 between the Company and the 

Offer Agreement” 

Investment Manager whereby the Investment Manager agreed to 

manage and promote the 2012 Enhanced Share Buy-back


PART 8: TERMS AND CONDITIONS OF APPLICATION 

1. Save where the context otherwise requires, words and expressions defined in this Prospectus have the same 

meanings when used in the Application Form and explanatory notes in relation thereto. The section headed 

“Application Procedure” on page 78 of this Prospectus forms part of these terms and conditions of application. 

2. The contract created by the acceptance of an applications under the Offer will be conditional on the passing of the 

Resolutions. 

3. The right is reserved to reject any application or to accept in part only. If any application is not accepted or if any 

contract created by acceptance does not become unconditional the application monies or, as the case may be, the 

balance paid on application will be returned without interest by returning each relevant applicant’s cheque, banker’s 

draft or a crossed cheque in favour of the applicant, through the post at the risk of the applicant. In the meantime, 

application monies will be retained in a separate account. 

4. The right is reserved by the Company to present all cheques and banker’s drafts for payment on receipt and to 

retain share certificates and application monies pending clearance of successful applicants’ cheques and banker’s 

drafts. 

5. The Company expressly reserves the right to determine, at any time prior to Admission, not to proceed with the 

Offer. The Company may treat applications as valid and binding even if not made in all respects in accordance with 

the prescribed instructions. The Company may, at its discretion, accept an application in respect of which payment 

is not received by the Company prior to the relevant closing of the Offer. 

6. By completing and delivering an Application Form, you: 

PR (Ann III) 

5.1.1 

PR (Ann III) 

5.1.4 

(i) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

offer to subscribe for such number of New H Shares as is arrived at by dividing the amount specified in Box 

C of Section 2 of your Application Form(s) by the Offer Price (or any smaller numbers of New H Shares for 

which your application is accepted) at the Offer Price on the terms of and subject to this Prospectus, 

including these terms and conditions, and subject to the Memorandum and Articles of Association of the 

Company; 

agree, in consideration of the Company agreeing that it will not on or prior to the relevant closing date of 

the Offer, issue, allot or offer any New H Shares to any person other than by means of the procedures 

referred to in this Prospectus, that your application may not be revoked and that this paragraph shall 

constitute a collateral contract between you and the Company which will become binding upon despatch by 

post or by delivery by hand of your Application Form(s) to the Receiving Agent; 

agree and warrant that your cheque or banker’s draft may be presented for payment on receipt and will be 

honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive a 

certificate in respect of the New H Shares until you make payment in cleared funds for such New H Shares 

and such payment is accepted by the Company in its absolute discretion (which acceptance shall be on the 

basis that you indemnify it, the Sponsor and the Receiving Agent against all costs, damages, losses, 

expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on 

first presentation) and you agree that, at any time prior to the unconditional acceptance by the Company of 

such late payment in respect of such shares, the Company may (without prejudice to any other rights it 

may have) avoid the agreement to subscribe for such New H Shares and may issue or allot such New H 

Shares to some other person, in which case you will not be entitled to any payment in respect of such New 

H Shares other than the refund to you, at your risk, of the proceeds (if any) of the cheque or banker’s draft 

accompanying your Application Form(s) without interest; 

agree that any monies refundable to you may be retained by the Receiving Agent pending clearance of your 

remittance and any verification of identity which is, or which the Company or the Receiving Agent may 

consider to be, required for the purposes of the Money Laundering Regulations 2007 and that such monies 

will not bear interest; 

authorise the Receiving Agent to send share certificate(s) in respect of the number of New H Shares for 

which your Application is accepted and/or a crossed cheque for any monies returnable by post without 

interest to your address set out in the Application Form and to procure that your name is placed on the 

register of members of the Company in respect of such New H Shares; 

agree that all applications, acceptances of applications and contracts resulting therefrom shall be governed 

by and construed in accordance with English law and that you submit to the jurisdiction of the English courts 

and nothing shall limit the right of the Company or the Sponsor to bring any action, suit or proceedings 

arising out of or in connection with any such applications, acceptances of applications and contracts in any 

other manner permitted by law or any court of competent jurisdiction; 

PR (Ann III) 

5.1.7


75 

(vii) 

(viii) 

(ix) 

(x) 

(xi) 

(xii) 

(xiii) 

(xiv) 

(xv) 

(xvi) 

(xvii) 

(xviii) 

(xix) 

(xx) 

(xxi) 

(xxii) 

confirm that, in making such application, you are not relying on any information or representation in relation 

to the Company other than the information contained in this Prospectus and accordingly you agree that no 

person responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation 

thereof shall have any liability for such information or representation; 

irrevocably authorise the Receiving Agent and/or the Sponsor or any person authorised by either of them 

as your agent to do all things necessary to effect registration of any New H Shares subscribed by or issued 

to you into your name (or, where Section 3 of the Application Form is completed, into the name of the 

CREST nominee named in that section) and authorise any representative of the Receiving Agent or of the 

Sponsor to execute any document required therefor; 

agree that, having had the opportunity to read this Prospectus, you shall be deemed to have had notice of 

all information and statements concerning the Company and the New H Shares contained therein; 

confirm that you have reviewed the restrictions contained in paragraph 11 below and warrant that you are 

not a “US Person” as defined in the United States Securities Act of 1933 (“Securities Act”) (as amended) 

nor a resident of Canada and that you are not applying for any New H Shares with a view to their offer, sale 

or delivery to or for the benefit of any US Person or resident of Canada; 

warrant that you are an individual aged 18 or over; 

agree that all documents in connection with the relevant Offer and any returned monies will be sent at your 

risk and may be sent by post to you at your address as set out in the Application Form; 

agree, on request by the Company or the Sponsor on behalf of the Company, to disclose promptly in writing 

to the Company any information which the Company or the Sponsor may reasonably request in connection 

with your application including, without limitation, satisfactory evidence of identity to ensure compliance with 

the Money Laundering Regulations 2007 and authorise the Company and the Sponsor to disclose any 

information relating to your application as it considers appropriate; 

agree that the Sponsor will not treat you as its customer by virtue of your application being accepted or owe 

you any duties or responsibilities concerning the price of the New H Shares or the suitability for you of New 

H Shares or be responsible to you for providing the protections afforded to its customers; 

where applicable, authorise the Company to make on your behalf any claim to relief from income tax in 

respect of any dividends paid by the Company; 

declare that the Application Form (or, if more than one, each Application Form) has been completed to the 

best of your knowledge and is accurate; 

undertake that you will notify the Company if you are not or cease to be either a Qualifying Investor or 

beneficially entitled to the New H Shares; 

declare that a loan has not been made to you or any associate which would not have been made, or not 

have been made on the same terms, but for you offering to subscribe for or acquiring New H Shares and 

that the New H Shares are being acquired for bona fide commercial purposes and not as part of a scheme 

or arrangement the main purpose of which is the avoidance of tax. Obtaining tax reliefs given under the 

VCT legislation contained in the Finance Act 1995 is not in itself tax avoidance; 

agree that, in respect of those New H Shares for which your application has been received and processed 

and not rejected, acceptance of your application shall be constituted by the Company instructing the 

Receiving Agent to enter your name on the share register; 

warrant that, in connection with your application, you have observed 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 connection with your application in any territory and that you have not 

taken any action which will or may result in the Company, the Receiving Agent or the Sponsor acting in 

breach of the regulatory or legal requirements of any territory in connection with the relevant Offer or your 

application; 

if the laws of any territory or jurisdiction outside the United Kingdom are applicable to your application, you 

warrant that you have complied with all such laws and none of the Company, the Receiving Agent or the 

Sponsor or any of their respective agents will infringe any laws of any such territory or jurisdiction directly 

or indirectly as a result or in consequence of any acceptance of your application; 

agree that your Application Form (or, if more than one, each Application Form) is addressed to the Company 

and to the Sponsor; and


(xxiii) warrant that if you sign an Application Form on behalf of somebody else, yourself and another, others jointly 

or a corporation you have the requisite power to make such investments as well as the authority to do so 

and such other person will also be bound accordingly and will be deemed to have given the confirmations, 

warranties and undertakings contained in these terms and conditions of application and undertake to enclose 

a power of attorney or a copy thereof duly certified by a solicitor with the Application Form. 

7. This application is addressed to the Company and the Sponsor. The rights and remedies of the Company and the 

Sponsor under these terms and conditions of application are in addition to any rights and remedies which would 

otherwise be available to either of them and the exercise or partial exercise of one will not prevent the exercise of 

others. 

8. The dates and times referred to in these terms and conditions of application may be altered by the Company with 

the agreement of the Sponsor. 

9. Authorised financial intermediary firms who, acting on behalf of their clients, return valid Application Forms bearing 

their FSA number and either their stamp or their full address, and who complete Section 7 of the Application Form, 

will be entitled to commission on the amount subscribed by the Investor (i.e. excluding the value of any Early 

Application Incentive Shares or Waiver Shares) for the number of New H Shares allocated for each such Application 

Form. Such commission will be payable by the Investment Manager at the rates specified in the section headed 

“Financial intermediaries” in Part 3 of this Prospectus. Authorised intermediary firms may agree to waive part or all 

of their initial commission in respect of an application. If this is the case, then such application will be treated as an 

application to apply for the number of New H Shares as results from the amount of the subscription stated in Box 

C of Section 2 of the Application Form, together with a number of Waiver Shares equal to the amount of commission 

waived divided by the Offer Price (rounded down to the nearest whole number of Waiver Shares). The waived 

commission will be applied in paying for New H Shares. The Company and/or the Receiving Agent are authorised 

to amend Box C of Section 2 of the Application Form to include any such Waiver Shares. Financial intermediary 

firms should keep a record of Application Forms submitted bearing their stamp to substantiate any claim for their 

commission. The Company and the Investment Manager may treat a completed Section 7 as conclusive as to the 

question of whether the financial intermediary firm elects to receive trail commission and to waive any initial 

commission as described above (and if so, the amount waived). If an Investor instructs a new financial intermediary 

firm (including in circumstances where the individual adviser who advised the Investor becomes employed or 

engaged by a different firm) any remaining trail commission payments will not be payable to that new financial 

intermediary firm unless the financial intermediary firm through which the application for New H Shares was made 

consents in writing. The Company or the Investment Manager (as applicable) may, in its discretion, decline to pay 

any commission (whether initial commission or trail commission) to a financial intermediary firm, or to issue Waiver 

Shares in respect of waived initial commission, where (i) it appears to the Company or the Investment Manager 

that the financial intermediary firm is not authorised under FSMA, or (ii) Section 7 of the Application Form has not 

been signed by an authorised signatory of the financial intermediary firm, or (iii) it appears to the Company or the 

Investment Manager that the nature of the application and/or of any advice given by the financial intermediary firm 

to the Investor (whether prior to the application being made or subsequently) is such that the financial intermediary 

firm is not permitted, or ceases to be permitted, under FSA Rules (and in particular Rule 6 of the Conduct of 

Business Sourcebook) to receive commission. 

10. If Section 8 of the Application Form is fully completed, the Company will, no earlier than the date on which the 

New H Shares are allotted and issued to the relevant Investor, pay to the financial intermediary firm named in 

Section 6 of the Application Form the amount specified in Box B of Section 8 of the Application Form. Such 

payment will be by way of facilitation of the financial intermediary firm’s adviser charges to the Investor. In agreeing 

to make such payment, the Company does not assume any responsibility for the financial intermediary firm’s adviser 

charges, and such payment by the Company is made purely as an accommodation to the financial intermediary 

firm and the Investor, and solely in respect of the amount specified in Box B of Section 8 of the Application Form. 

Without limiting the immediately preceding sentence, the Company shall be under no obligation to facilitate payment 

of adviser charges in an amount exceeding that specified in Box B of Section 8 of the Application Form or of any 

subsequent adviser charges which may be payable to the financial intermediary firm. If the financial intermediary 

firm’s adviser charges are subject to value added tax, and the amount specified in Box B of Section 8 of the 

Application Form is exclusive of value added tax, the Investor shall be solely responsible for paying such value 

added tax to the financial intermediary firm. No payment will be made by the Company as referred to in this 

paragraph 10 unless Section 8 of the Application Form is signed both by an authorised signatory of the financial 

intermediary firm and by the Investor. 

11. No person receiving a copy of this Prospectus or an Application Form in any territory other than the UK may treat 

the same as constituting an invitation or offer to him nor should he in any event use such Application Form unless,


77 

in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form could 

lawfully be used without contravention of any regulations or other legal requirements. It is the responsibility of any 

person outside the UK wishing to make an application to satisfy himself as to full observance of the laws of any 

relevant territory in connection therewith including obtaining any requisite governmental or other consents, observing 

any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required. 

12. The H Shares have not been and will not be registered under the Securities Act, as amended, and may not be 

offered or sold in the United States of America, its territories, possessions or other areas subject to its jurisdiction 

(“the USA”). In addition, the Company has not been and will not be registered under the United States Investment 

Company Act of 1940, as amended. The Investment Manager will not be registered under the United States 

Investment Advisers Act of 1940, as amended. No application will be accepted if it bears an address in the USA. 

13. The basis of allocation of New H Shares will be determined by the Company in its absolute discretion after 

consultation with the Sponsor. The right is reserved to reject in whole or in part or scale down and/or ballot any 

application or any part thereof including, without limitation, applications in respect of which any verification of identity 

which may be required for the purposes of the Money Laundering Regulations 2007 has not been satisfactorily 

supplied and multiple applications. Dealings prior to the issue of certificates for New H Shares will be at the risk 

of applicants. A person so dealing must recognise the risk that an application may not have been accepted to the 

extent anticipated or at all. 

14. It is a condition of the Offer that the applicant shall provide such documents and/or information as the Company 

may require in order to ensure compliance with the Money Laundering Regulations 2007. The Receiving Agent is 

entitled to require, at its absolute discretion, verification of identity from any applicant including, without limitation, 

any person who either (i) tenders payment by way of a cheque or banker’s draft drawn on an account in the name 

of a person or persons other than the applicant or (ii) appears to the Receiving Agent to be acting on behalf of 

some other person. Pending the provision of evidence satisfactory to the Receiving Agent as to the identity of the 

applicant and/or any person on whose behalf the applicant appears to be acting, the Company may, in its absolute 

discretion, retain an Application Form lodged by an applicant and/or the cheque or other remittance relating thereto 

and the Receiving Agent may not enter the applicant on the register of members or issue any share certificates in 

respect of such application. If verification of identity is required, this may result in delay in dealing with and rejection 

of the application. The Company reserves the right, in its absolute discretion, for it or the Receiving Agent to reject 

any application in respect of which the Receiving Agent considers that, having requested verification of identity, it 

has not received satisfactory evidence of such identity by such time as was specified in the request for verification 

of identity or in any event within a reasonable period. In the event of an application being rejected in 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 payable or 

paid in respect of the application will be returned (without interest) to the account of the drawee bank from which 

sums were originally debited) and/or to endeavour to procure other subscribers for the New H Shares in question 

(but in each case without prejudice to any rights the Company may have to take proceedings to recover in respect 

of loss or damage suffered or incurred by it as a result of the failure to produce satisfactory evidence as aforesaid). 

The submission of an Application Form will constitute an undertaking by the applicant to provide promptly to the 

Receiving Agent such information as may be specified by it as being required for the purpose of the Money 

Laundering Regulations 2007. 

15. The right is also reserved to treat as valid any application not complying fully with these terms and conditions of 

application or not in all respects complying with the Notes on the Application Form. 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 acceptable to the Company to apply in accordance with these 

terms and conditions of application. 

PR (Ann III) 

5.2.3(b)


APPLICATION PROCEDURE 

Please send the relevant completed Application Form, together with your cheque or banker’s draft, to The City 

Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF. 

If you have any questions concerning your application, including questions on how to complete the Application Form, 

please call The City Partnership (UK) Limited on 0131 243 7210. 

1 

2 

3 

4 

5 

SECTION 1 

Please insert your title, full name, permanent address, e-mail address, daytime telephone number, national 

insurance number and date of birth in Section 1. Your national insurance number, which you will find on your 

pay slip, is required to ensure you obtain your income tax relief. 

If your spouse or civil partner was the beneficial owner of any Shares in Edge Performance as at 18 February 

2013, please tick the box at the end of Section 1. 

Joint applications are not permitted but spouses or civil partners may apply separately. 

SECTION 2 

Please note that the minimum investment is £5,000. The maximum investment, on which tax reliefs on 

investments in VCTs are available, is £200,000 for the tax year 2012/13. Attach your cheque or banker’s draft 

to the relevant Application Form for the total amount of your investment. Please indicate how much of your 

investment you would like invested in each of the tax years 2012/13 and 2013/14. 

If Section 8 of the Application Form is completed, the amount inserted in Box C of Section 2 must 

be the same as the amount inserted in Box C of Section 8. 

Your cheque or banker’s draft should be made payable to “Edge VCT Offer Account” and crossed “A/C Payee 

only”. Cheques must be from a recognised UK bank account and your payment must relate solely to this 

application. The City Partnership (UK) Limited will acknowledge receipt of your application and cheque or 

banker’s draft. 

SECTION 3 

If you wish your New H Shares to be held in CREST immediately on allotment, please provide the further details 

requested in Section 3. 

SECTION 4 

If you wish dividends to be paid to you by direct bank transfer, please complete the details requested in Section 

4. If Section 4 is not completed, dividends will be paid by cheque. 

SECTION 5 

Read the declaration below and sign and date the Application Form. 

If this form is completed and signed by the Investor named in Section 1: 

By signing this form I HEREBY DECLARE THAT: 

(i) I have received the Prospectus dated 18 February and have read the terms and conditions of application 

therein and agree to be bound by them; 

(ii) I will be the beneficial owner of the New H Shares in the Company issued to me under the Offer; 

(iii) I have read and understood the risk factors set out on pages 15 to 17 of the Prospectus; and 

(iv) to the best of my knowledge and belief, the personal details I have given are correct. 

If this form is completed and signed by an authorised financial adviser or any other person apart from the 

Investor: 

By signing this form on behalf of the individual whose details are shown above, I MAKE A DECLARATION (ON 

BEHALF OF SUCH INDIVIDUAL) ON THE TERMS OF PARAGRAPHS (i) TO (iv) ABOVE.


79 

6 

7 

8 

SECTION 6 

Section 6 should be completed in all instances where the Application Form is submitted through a financial 

intermediary firm, whether or not introductory commission is to be paid to the firm (or waived by the firm in 

favour of the applicant). 

The financial intermediary firm should complete all of the boxes in Section 6, including details of their 

authorisation under the Financial Services and Markets Act 2000 

SECTION 7 

Section 7 should only be completed where the financial intermediary firm is permitted, under FSA 

Rules, to receive commission in respect of the applicant’s subscription for New H Shares 

Authorised financial intermediary firms which are permitted to receive commission should complete Section 7, 

including details of the amount, if any, of initial commission which the firm wishes to waive in favour of the 

applicant. The right is reserved to withhold payment of commission, and/or to issue Waiver Shares to the 

Investor in lieu of wavied commission, if Edge Performance or the Investment Manager is not, in its sole 

discretion, satisfied that the financial intermediary firm is authorised and entitled to receive commission. A duly 

authorised signatory of the firm must sign the indicated box in Section 7. If Section 7 of the Application Form 

is not signed by an authorised signatory of the intermediary firm, Edge Performance or the Investment Manager 

(as applicable) may not be able to pay commission or to issue Waiver Shares in respect of the waived 

commission. 

SECTION 8 

Section 8 should only be completed where the financial intermediary firm is not permitted, under 

FSA Rules, to receive commission in respect of the applicant’s subscription for New H Shares and 

the firm and the applicant wish Edge Performance to facilitate payment of the firm’s adviser charges 

If the firm or the applicant does not wish Edge Performance to facilitate payment of the firm’s adviser charges, 

Section 8 should not be completed. 

Please enter in Box A the full amount of the cheque, banker’s draft or other form of payment accompanying 

the Application Form. Please enter in Box B the amount to be paid by Edge Performance to the financial 

intermediary firm. Please enter in Box C the amount A minus B. 

The amount entered in Box C will be applied in subscription for New H Shares. 

If Section 8 of the Application Form is completed, the amount inserted in Box C of Section 8 must 

be the same as the amount inserted in Box C of Section 2. 

If Section 8 of the Application Form is completed, it must be signed by an authorised signatory of the financial 

intermediary firm and by the applicant.


FREQUENTLY ASKED QUESTIONS 

Q: To whom should I make the cheque payable? 

A: Cheques should be made payable to: “Edge VCT Offer Account”. 

Q: Where should I send my application? 

A: Your Application Form and cheque should be sent to The City Partnership (UK) Limited, Thistle House, 21 Thistle 

Street, Edinburgh EH2 1DF. 

Q: What happens after I invest? 

A: Within 3 working days of receiving your Application Form, we will send you confirmation of receipt. 

Q: When will my New H Shares be allotted to me? 

A: For those Investors seeking income tax relief for the 2012/13 tax year, New H Shares will be allotted by no later 

than 5 April 2013. For those Investors seeking income tax relief for the 2013/14 tax year, New H Shares will be 

allotted by no later than 5 Business Days after the date on which the Offer closes. 

Q; When will I receive my share certificate? 

A: Unless you have elected for your New H Shares to be held in CREST immediately on allotment, you should expect 

to receive your share certificate within 20 Business Days after the date of allotment. 

Q: When will I receive my tax certificate? 

A: Unless you have elected for your New H Shares to be held in CREST immediately on allotment, your tax certificate 

will be sent to you at the same time as your share certificate. If you have elected for your New H Shares to be held 

in CREST immediately on allotment, you should expect to receive your tax certificate within 20 Business Days 

after the date of allotment. 

If you have any further questions concerning your application, 

please contact RAM Capital Partners LLP by telephone on 020 3006 7530 

or by e-mail to taxsolutions@ramcapital.co.uk.

Edge Performance VCT plc 81 

EDGE PERFORMANCE VCT PLC 

APPLICATION FORM FOR NEW H SHARES 

Before completing this Application Form, the applicant should carefully read the terms and conditions of application, and the 

application procedure, as set out in the Company’s prospectus dated 18 February 2013 (the “Prospectus”). 

The Offer opens for subscription on 19 February 2013 and the first closing date will be 5.00 pm on 5 April 2013 (or such other 

date as the Directors may determine in their absolute discretion). The final closing date will be 3.00 pm on 14 June 2013 (or 

such other date as the Directors may determine in their absolute discretion, but no later than 31 January 2014 in any event). 

1 

APPLICANT’S DETAILS 

Title 

First Name 

Surname 

Address 

Address 

Postcode 

E-mail address 

National Insurance Number 

nn| nn | nn | nn | n 

Telephone (Day) 

Date of birth 

(dd/mm/yy) 

nn| nn | nn 

Please tick this box if you are, or your spouse or civil partner is, an Existing Shareholder in Edge Performance VCT plc as at 18 February 2013. 

2 

3 

APPLICATION 

I offer to invest the following amount by way of subscription for New H Shares under the terms and conditions set out in the Prospectus: 

For 2012/13 tax year 

£ 

For 2013/14 tax year 

Total (Box A + B) 

BOX A 

£ 

BOX B 

£ 

BOX C 

Note: If Section 8 below is completed, the amount inserted in Box C of this Section 2 must be the same amount as inserted in 

Box C of Section 8. 

CREST 

If you wish your New H Shares to be issued electronically to a CREST account, please complete this Section 3 

CREST Participant ID 

CREST Member Account ID 

Participant Name 

Participant Address 

Participant Address 

Participant Postcode 

Contact name for CREST queries 

Contact Telephone 

Reference (Optional) 

Contact Fax 

4 

DIVIDENDS 

If you wish dividends to be paid to you by bank transfer, please complete this Section 4. 

Bank Name 

Bank Branch Address 

Account Holder Name 

5 

Sort Code 

APPLICANT’S SIGNATURE 

Signed 

nn| nn | nn 

Account Number 

nnnn| 

nnnn 

Date 

#


6 

FINANCIAL INTERMEDIARY’S DETAILS 

Contact Name 

Firm Name 

Address 

Address 

Postcode 

Tel 

FSA Registration No. and Company Stamp 

Fax 

E-mail 

7 

FINANCIAL INTERMEDIARY’S COMMISSION 

(DO NOT COMPLETE THIS SECTION 7 IF SECTION 8 IS TO BE COMPLETED) 

Please complete this Section 7 only if the financial intermediary firm named in Section 6 is permitted, under FSA Rules, to receive commission in 

respect of this application for New H Shares. 

Introductory commission will be paid, subject to the 

terms set out in the Prospectus, as follows: 

Initial commission: 2.25% 

Insert the amount of any initial commission which you wish to waive and 

reinvest in New H Shares for your client (this will be deducted from the 

initial introductory commission) 

Trail commission: 

0.25% per annum for up to four years 

% 

If commission is to be paid to an address other than the address given in Section 6 (e.g. to a head office), please complete the boxes below: 

Address 

Address 

Postcode 

8 

The firm named in Section 6 certifies that it is permitted under FSA Rules to 

receive payment of commission in relation to this application, and the advice 

given to the applicant in respect of it. 

Note: This Section 7 must be signed on behalf of the intermediary 

firm even where the firm wishes to waive its initial commission in 

favour of the applicant. 

FINANCIAL INTERMEDIARY’S ADVISER CHARGES 

(DO NOT COMPLETE THIS SECTION 8 IF SECTION 7 IS TO BE COMPLETED) 

Please complete this Section 8 only if the financial intermediary firm named in Section 6 is not permitted, under FSA Rules, to receive commission in 

respect of this application for New H Shares, and the firm and the applicant wish the Company to facilitate the payment of adviser charges. If the 

facilitation of payment of adviser charges is not required, leave this Section 8 blank . 

Signature 

Authorised signatory for the firm named in Section 6. 

Amount of payment accompanying this Application Form 

£ 

Note: The amount inserted in Box C of this Section 8 must be the same amount as inserted in Box C of Section 2 

If adviser charges are to be paid to an address other than the address given in Section 6 (e.g. to a head office), please complete the boxes below: 

Address 

Amount to be paid to the financial intermediary firm 

named in Section 6 by way of adviser charges 

Amount to be invested by the applicant for 

New H Shares (A minus B) 

BOX A 

£ 

BOX B 

£ 

BOX C 

Address 

Postcode 

The applicant named in Section 1 and the firm named in Section 6 both confirm that: 

• the adviser charges specified in Box B above have been agreed between them; 

• if VAT is payable in respect of those adviser charges, and the amount specified in Box B above is exclusive of VAT, the Company shall have no 

responsibility to pay such VAT in addition to the amount specified in Box B above, and payment of such VAT will be the applicant’s sole responsibility; 

• they each instruct the Company to pay the amount specified in Box B above to the firm; 

• such payment will not be required to be made prior to the allotment and issue to the applicant of the New H Shares covered by this application; and 

• they understand and agree that only the amount specified in Box C above will be invested in the Company for New H Shares, and that, for example, 

tax relief will be available only in respect of the amount specified in Box C above 

Signature 

Signature 

Authorised signatory for the firm named in Section 6. 

Applicant 

If this Section 8 is completed, it must be signed by the applicant as well as by the financial intermediary 

The completed Application Form and cheque or baker’s draft should be sent to: The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF


83 

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