Octopus Apollo VCT plc : Offer Update

Octopus Apollo VCT plc

Offer Update

14 January 2013

This announcement is made by Octopus Apollo VCT plc (formerly Octopus Apollo VCT 3 plc) ("the Company") in connection with the offer for subscription (the "Offer") for new ordinary shares of 1p each in the capital of the Company ("New Shares"), details of which were contained in the Company's prospectus ("the Prospectus"), dated 17 August 2012 and as supplemented by an announcement dated 2 January 2013 ("Original Announcement").

Save as otherwise set out in this announcement, the terms and conditions of the Offer as set out in the Prospectus and as supplemented by the Original Announcement shall continue to apply to the Offer. Further, the definitions used within the Prospectus and the Original Announcement, unless otherwise amended herein, apply to this announcement.

In accordance with the terms and conditions of the Offer and in light of the FSA's Retail Distribution Review regulations which come in to effect on 31 December 2012, the Company hereby announces the following further updates to the terms of the Offer. These changes will have an effective date of 31 December 2012 until close of the Offer (unless otherwise announced by the Board of the Company).

The changes to the terms and conditions of the Offer set out in this announcement apply only to investors who have received advice from their financial intermediary. The entitlements and charging arrangements for non-advised investors (i.e. direct investors or investors who submit their application through an execution only broker) remain unchanged.

Entitlements and Charges

As set out in the Original Announcement, all successful applicants will be allocated an initial cash entitlement of an amount equal to 2.5% of their application amount ("the Initial Entitlement"). In respect of applications from investors who have received advice from their financial intermediary, the Board have agreed to also offer, as an alternative, an enhanced initial entitlement of an amount equal to 4.5% of their application amount subject to such investors agreeing to waive any entitlement to an Annual Entitlement ("Enhanced Initial Entitlement").

As a result of the Board's decision set out in the paragraph above and the resultant change to the Offer terms and conditions set out herein, investors who have received advice from their financial intermediary now have a choice of entitlements and charging structures which is summarised below:

1. Initial Entitlement

The investor will be entitled to an Initial Entitlement of either 2.5% of their application amount plus an Annual Entitlement OR the Enhanced Initial Entitlement of 4.5% of their application amount and no Annual Entitlement.

The Company can then facilitate some or all of the Initial Entitlement or the Enhanced Initial Entitlement as an initial adviser charge to financial intermediaries. If an applicant and their intermediary agree an initial charge which is less than the Initial Entitlement (or, if applicable, the Enhanced Initial Entitlement), the balance of the Initial Entitlement (or, if applicable, the Enhanced Initial Entitlement) will be used to purchase additional New Shares for the applicant based on the Offer price.

2. Annual Entitlement

Subject to the investor and their financial intermediary agreeing that the investor will receive an Initial Entitlement of 2.5% (rather than the Enhanced Initial Entitlement), the investor shall be entitled to their Annual Entitlement (i.e. an annual cash entitlement for up to nine years of an amount equal to 0.5% of their application amount, restricted to 4.5% in aggregate). The Company can facilitate up to some or all of the Annual Entitlement as an annual adviser charge to financial intermediaries (subject to the intermediary continuing to act for the applicant and the applicant continuing to hold the shares in the Company). If an applicant agrees with their intermediary an annual charge amount which is less than 0.5%, the balance of the Annual Entitlement will be used to purchase additional new shares in the Company at a price equivalent to the then latest net asset value per share (subject to the Company having the authority to allot such shares and other regulatory requirements).

For the avoidance of doubt, if investors and their financial intermediaries elect to take the Enhanced Initial Entitlement then the investor shall not be entitled to an Annual Entitlement.

The Company should be immediately notified by the applicant and/or the intermediary if the amount of the Annual Entitlement being facilitated as an annual adviser charge should change or cease.

Revised Application Form

In order to process the updates set out above, the Company will shortly publish a revised application form which will be downloadable from www.octopusinvestments.com. Copies will also be available by calling Octopus on 0800 294 6828 or emailing Octopus on [e-mail]).

The Board appreciates that the Offer application procedures are not straightforward and, therefore, would invite any existing shareholder or potential investor who is considering investing in the Offer to speak with Octopus on 0800 294 6828.  Please note no investment, financial or tax advice can be given.

For further enquiries please contact:

Tracey Spevack
Company Secretary
020 7776 3195

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information contained therein.

Source: Octopus Apollo VCT plc via Thomson Reuters ONE

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