Statement Re: Proposed new class of shares

Oxford Technology 2 VCT Plc (“The Company” or “OT2”)

Termination of discussions with Chelverton

On 22 October 2018 the Board of OT2 issued a circular to shareholders (“Circular”) announcing that, subject to their approval, it was intended to launch an offer for a new class of B shares and appoint Chelverton Asset Management Limited (“Chelverton”) to manage this class of shares. The Circular gave detailed reasons for the offer and the jointly agreed changes that would be forthcoming.

At a General Meeting on 19 November 2018 shareholders overwhelmingly voted to approve all the resolutions that would give rise to these proposed changes.  The proposed offer was also subject to the issue of a prospectus and the proposed offer raising a minimum level of new subscriptions.  As of last week, the existing draft prospectus to implement the offer was in the process of being finalised by both Chelverton and OT2; HM Revenue & Customs had also given the Company conditional assurance that the B Shares would constitute eligible shares for the purposes of section 273 ITA and that the Company would maintain its approval as a VCT.

It was therefore with some surprise that your Board received notification from Chelverton on 11 January 2019 that they had unilaterally decided not to proceed with the offer.

The Board of OT2 therefore regrets to announce to shareholders that discussions with Chelverton regarding their planned appointment as investment manager of OT2 and the launch of an offer for subscription for new B shares have been formally terminated.  The proposed offer for subscription for a new class of B shares will therefore not proceed at this time.

Your Board had taken care to ensure that any Circular and prospectus costs were borne by Chelverton alone.  There are no termination costs.  The Company has incurred some minor costs in taking advice on, negotiating and preparing for the proposed transaction.  These costs amount to around £15,000 (less than 0.3p per share). These costs include an aggregate amount of £10,000 to be paid to two of its directors for work substantially above that envisaged under their existing letters of appointment. Richard Roth, Chairman of the Company is to receive a sum of £8,000 and Alex Starling £2,000. The final board decision on the payment excluded those directors benefitting from the payment. The payment to Richard Roth constitutes a smaller related party transaction under Listing Rule 11.1.10R.

As previously explained in the Circular, your Board remains convinced that expanding the asset base of the Company by raising funds with a new manager remains an attractive course of action for OT2’s shareholders, and therefore will continue to pursue other such opportunities to achieve this goal.

We will make further announcements as and when appropriate, although there is no certainty that such an opportunity will be found.

Enquiries:

Lucius Cary, Oxford Technology Management

01865 784466