Octopus Apollo VCT plc : Offer Update

Octopus Apollo VCT plc

Offer Update

2 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 10p 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.

Definitions used within the Prospectus, unless otherwise amended herein, apply to this announcement.

In accordance with the terms of the Offer and in light of the FSA's Retail Distribution Review regulations which came in to effect on 31 December 2012, the Company hereby announces the following updates to the terms of the Offer.  These will also take effect from 31 December 2012 until the close of the Offer (unless otherwise announced by the Board of the Company):

The Offer Price

The Offer price per New Share will continue to be calculated pursuant to the pricing formula set out on page 37 of the Prospectus. 'X' will, therefore, continue to be 0.95 such that the Offer costs to an applicant will be 5%.

Initial Entitlements, Commissions and Charges

All successful applicants will be allocated an initial cash entitlement of an amount equal to 2.5% of their application amount ("the Initial Entitlement"). The Initial Entitlement will be administered in a different manner depending on whether or not the applicant has received financial advice on their application, as follows:

1. Advised investment (i.e. the applicant has received financial advice from an intermediary) 

The Company can facilitate some or all of the Initial Entitlement to be paid 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, the balance of the Initial Entitlement will be used to purchase additional New Shares for the applicant based on the Offer price.

2. Non-advised investment (i.e. the application is through an execution only intermediary) 

All of the Initial Entitlement will be paid to the execution only intermediary as an initial charge.

3. Direct investment (no adviser or intermediary participation) 

The Initial Entitlement will be paid to Octopus.

Ongoing Entitlements, Commissions and Charges

All successful applicants will also be allocated an annual cash entitlement of an amount equal to 0.5% of their application amount ("the Annual Entitlement"). This Annual Entitlement will be restricted to no more than nine years (i.e. 4.5% in aggregate). As with the Initial Entitlement, the Annual Entitlement will be administered in a different manner depending on whether or not the applicant received financial advice on their application, as follows:

1. Advised investment (i.e. the applicant received financial advice from an intermediary) 

The Company can facilitate up to some or all of the Annual Entitlement to be paid 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).

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.

2. Non-advised investment (i.e. the application is through an execution only intermediary) 

All of the Annual Entitlement will be paid to the execution only intermediary as annual trail charge (subject to the execution only intermediary continuing to act for the applicant, and the applicant continuing to hold the shares in the Company and no subsequent financial advice being provided to the applicant).

3. Direct investment (no adviser or intermediary participation) 

The Annual Entitlement will be paid to Octopus.

Subject to the above updates to the commission/charging structure, Octopus, the investment manager of the Company and promoter to the Offer, has agreed to vary the terms of its promotion fee arrangement. Octopus will now receive an upfront 2.5% promotion fee on all successful applications under the Offer and a potential further 2.5% initial fee and 0.5% annual entitlement from direct investors.

Octopus will continue to underwrite all of the Company's costs and expenses of the Offer, except any intermediary charges agreed to be facilitated by the Company, or permissible trail/annual charges due to execution only intermediaries.

It is the responsibility of the applicant and the financial intermediary to notify the Company if advice is given and the payment of commissions and/or charges should cease. The Company reserves the right to cease payments if it believes advice may have been given or for any other reason in its absolute discretion.

The charging of VAT on any annual adviser charge to be facilitated by the Company is the sole responsibility of the intermediary. As a result, applicants, who agree for an annual adviser charge to be facilitated by the Company, should note that they remain solely responsible for the payment of any VAT which may become due to their intermediary in relation to their application.

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:

Octopus Investments Limited
Company Secretary
Tracey Spevack
Telephone: [phone]

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Source: Octopus Apollo VCT plc via Thomson Reuters ONE

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