Publication of Circular

Octopus Titan VCT 1  Plc

Octopus Titan VCT 2  Plc

Octopus Titan VCT 3  Plc

Together "the Companies"

 

Publication of Circular

The Companies are pleased to announce the release of a circular (the "Circular") to their shareholders (the "Shareholders") which explains the background to and gives details of the proposals by the Companies to dispose of investments in certain investee companies (the "Sale Proposals"), and includes notices of a general meeting (the "General Meetings"), to be held on 3 June 2013, for each of the Companies to seek Shareholder approval of the Sale Proposals as required under the Listing Rules.  

The Companies have been presented with an opportunity to partially realise their investment in a number of portfolio companies (Zoopla Property Group Limited, Nature Delivered Limited, Secret Escapes Limited and Calastone Limited) (the "Portfolio Companies") by the sale of their interests in the Portfolio Companies to Octopus Zenith LP ("Zenith"), a new fund. Part of the cash generated by the Sale Proposals will be distributed to Shareholders through future dividends, part will be used to fund new and follow-on investments and part will be used to finance future share buy-backs.

The Sale Proposals are structured so that the Companies will have an interest in Zenith and so will retain an investment in the Portfolio Companies, allowing them to participate in any future increase in their value. Additionally, the Portfolio Companies will benefit from further capital investment from Zenith which will be funded by new investors (the "New Investors") and the Companies will also benefit from an enhanced return once certain return levels have been achieved by the New Investors. Most importantly, the Sale Proposals will safeguard the Companies' VCT qualifying status, which is otherwise at risk, thereby ensuring that Shareholders' tax reliefs are retained.  

The Directors of the Companies consider it important that the realisation of their interests in the Portfolio Companies by the Companies under the Sale Proposals is at the appropriate valuation. An independent valuation has, therefore, been undertaken which have confirmed that the Portfolio Companies are being sold on terms that are fair and reasonable. Accordingly, there will be no detrimental impact on the NAVs of the Companies immediately following the completion of the Sale Proposals.

Zenith will be managed by Octopus Investments Limited ("Octopus"), the Companies' current fund manager.   The intended life of Zenith is five years and the investment period for follow-on investments by Zenith into the Portfolio Companies will be two years.     

Details of the Sale Proposals are contained in the Circular and are conditional upon their approval by the Shareholders at each of the General Meetings and upon confirmation from HMRC or PricewaterhouseCoopers LLP that the Sale Proposals will not adversely affect the VCT status of the Companies.   The existing terms of the investment management arrangements between Octopus and each of the Companies will be unchanged following completion of the Sale Proposals.

A copy of the Circular, including the notices of the General Meetings, will shortly be available for inspection on both the Company's website (www.octopusinvestments.com) as well as at the National Storage Mechanism (www.morningstar.co.uk/uk/NSM).
For further information please contact:
Patricia Standaloft
Company Secretary
0207 710 6471

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Source: Octopus Titan VCT 2 PLC via Thomson Reuters ONE

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