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Value Catalyst Fund Limited (T (VCF)

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Friday 26 October, 2007

Value Catalyst Fund Limited (T

Notice of AGM

The Value Catalyst Fund Limited ("VCF" or "the Company")

Annual Report and Notice of AGM

Shareholders are advised that the Annual Report & Accounts of VCF for  the  year
ended 30 June 2007 were posted yesterday.

A  notice of the Annual General Meeting of the Company ("AGM") to be held at 12-
13  Hill Street, Douglas, Isle of Man on Wednesday, 21 November 2007 at 2pm  was
also  posted to shareholders.  In addition to the ordinary business,  the  Board
has  proposed resolutions to sub-divide the Company's ordinary share capital and
amend  the  articles  of association in relation to written resolutions  of  the
Board and restrictions on the issue of Ordinary Shares.  Further information  on
these items of special business is set out below.

Sub-division of Share Capital

In  recent  years, the price of the Company's Ordinary Shares has risen  to  the
point where they are now one of the more highly priced stocks quoted on the  AIM
market  of  the  London Stock Exchange.  The Directors consider  that  having  a
larger number of Ordinary Shares with a lower market price than at present  will
serve  to  improve the marketability and liquidity of the shares.  As a  result,
the Board is proposing, by virtue of Resolution 11 as a special resolution, that
each  shareholder on the Company's register of members as at 3 pm on 21 November
2007 will receive new shares on the following basis:

    100 new Ordinary Shares of US$0.00001 each for every 1 Ordinary share of
                                 US$0.001 each.

Following  the  sub-division, each shareholder will hold one hundred  times  the
number  of  Ordinary  Shares held previously but his or her  shareholding  as  a
percentage  of the total number of shares in issue will be the same  before  and
after  the  share  sub-division and the value of the aggregate  shareholding  is
therefore  not  affected.  There  will be no fractional  entitlements.  The  new
Ordinary Shares will have the same rights, including voting and dividend  rights
as the existing Ordinary Shares.

The aggregate nominal value of the Company's issued and authorised share capital
will  remain  the same. Assuming no further Ordinary Shares are  issued  or  re-
purchased  between  the  date of the notice of AGM and the  date  Resolution  11
becomes  effective, the issued share capital will comprise 126,173,100  Ordinary
Shares  of  par  value  US$0.00001 each on the date that Resolution  11  becomes

This  proposal  requires the approval of shareholders by special resolution  and
Resolution 11 will be proposed at the Annual General Meeting for this purpose.

Resolution  11  is  conditional on, but will have effect immediately  prior,  to
Admission  (defined below).  Application will be made to the AIM market  of  the
London  Stock  Exchange for the new Ordinary Shares of US$0.00001  each  in  the
capital of the Company resulting from the sub-division to be admitted to trading
on  the  AIM market of the London Stock Exchange ("Admission").  Subject to  the
passing  of Resolution 11, it is expected that dealings in the existing Ordinary
shares of US$0.001 each in the Company will continue until close of business  on
21  November  2007 and that Admission of the new Ordinary Shares  of  US$0.00001
each  will  become effective and that dealings in the new Ordinary  Shares  will
commence at 8 am on 22 November 2007.

If  Admission  does not occur the sub-division will not be implemented  and  the
existing  Ordinary shares of par value US$0.001 each will remain listed  on  the
AIM market.

Those  shareholders  who hold their existing Ordinary Shares  in  uncertificated
form  will hold the new Ordinary Shares in uncertificated form. The new Ordinary
Shares  will  be  credited  to shareholders current participant  ID  and  member
account  ID.  The Company will ensure that CRESTCo is instructed to  credit  the
appropriate stock account in CREST by 22 November 2007.

Those  shareholders  who  currently  hold  their  existing  Ordinary  Shares  in
certificated  form  will  receive  new  share  certificates  relating  to  their
entitlement to new Ordinary Shares. Current share certificates relating  to  the
existing  Ordinary  Shares will automatically become void  on  the  sub-division
becoming  effective; they will no longer have any value and should be  destroyed
upon  receipt  of  the  new share certificate.  It is expected  that  new  share
certificates  representing shares in the new denomination will be despatched  to
all shareholders on 3 December 2007.

Shareholders  who hold their existing Ordinary Shares in certificated  form  and
who  wish  to hold the new Ordinary Shares in uncertificated form will  need  to
comply  with  the  relevant procedure for the conversion  of  such  shares  into
uncertificated form in accordance with CRESTCo procedures following  receipt  of
their definitive share certificates.

Further  to  the sub-division of share capital on 22 November 2007 the  dividend
receivable will be US$0.1121.

Certain  limited  information on UK taxation with regard to the sub-division  is
set  out  below.  If you are in any doubt as to your tax position,  or  you  are
resident  or  subject to tax in any jurisdiction other than the UK,  you  should
consult your professional adviser.

The sub-division will not constitute a disposal of your existing Ordinary Shares
for the purposes of UK capital gains tax legislation. A shareholder's holding of
new  Ordinary  Shares derived from that shareholder's existing  Ordinary  Shares
will  be  treated  for  capital gains tax purposes as the  same  asset  as  that
shareholders' existing Ordinary Shares and therefore will be treated  as  having
the same aggregate acquisition cost and having been acquired at the same time as
that  shareholder's existing Ordinary Shares. The sub-division should  not  give
rise to any liability to UK stamp duty or stamp duty reserve tax.

If  you  have any questions concerning the sub-division please call the Investor
Services  department  of  HSBC Securities Services  (Isle  of  Man)  Limited  on
+44(0)1624  637777. Calls will be charged at national rates for all  calls  from
the UK. The Investor Services department will be open from 9.00 to 5.00pm Monday
to  Friday. For legal reasons, the Investor Services department will not be able
to  provide  advice  on  the merits of the sub-division  or  to  provide  legal,
financial or taxation advice.

Amendments to Articles of Association

Written Board Resolutions

The  current Articles of Association of the Company state that board resolutions
must  be signed by all Directors and that each Director must certify that he  is
outside  the  United Kingdom when each such board resolution is signed.  In  the
interests  of efficiency and practicality, it is proposed that the  Articles  of
Association  are  amended (by virtue of Resolution 7) in order that  such  board
resolutions  are  signed  by  all Directors but that  only  a  majority  of  the
Directors need certify that they are outside the United Kingdom at the time  the
resolution is signed for a resolution to become effective.

Restrictions on the issue of shares

The  Board  has  previously  indicated (in its AIM admission  document  dated  7
December  2005)  its future intention to amend the Articles  of  Association  to
incorporate restrictions which are similar to section 80 and section 89  of  the
Companies Act 1985 of Great Britain with regard to the issue of shares.

The  Board now propose (as Resolution 8) that the following amendments are  made
to  the Articles of Association of the Company: (a) that Directors are permitted
to  issue  Ordinary  Shares up to an amount stated in  the  relevant  resolution
proposed at each Annual General Meeting; and (b) that Directors are permitted to
issue  Ordinary Shares for cash (pursuant to the authority proposed at  (a))  in
the  following circumstances without first having to offer such Ordinary  Shares
to the existing Shareholders: (i) the issue of Ordinary Shares to Laxey Partners
Limited  pursuant  to the terms of the Investment Advisory  Agreement  (ii)  the
issue  of  Ordinary Shares to the directors, employees and the employee  benefit
trust  of  Laxey Partners Limited and (iii) any issue of Ordinary Shares  (other
than  detailed  at  (i) and (ii)) for cash of up to an aggregate  nominal  value
which  is  then set out in the relevant resolution passed at the Annual  General
Meeting of that year.

The Board will not issue new Ordinary Shares for cash on a non pre-emptive basis
pursuant  to  the  disapplication referred to at (b) above if such  issue  would
result  in  a  dilution  to  the net asset value per  existing  Ordinary  Share.
Application  will  be made for any new Ordinary Shares to be issued  under  this
authority to be admitted to the AIM market of the London Stock Exchange.  It  is
also anticipated that should the Articles be amended and the authorities set out
in  Resolutions 9 and 10 thereby granted, that these authorities will be renewed
annually at each Annual General Meeting.


Resolutions  9 and 10 are proposed as Special Resolutions and these  resolutions
will  set  the  level of the relevant authorities until the next Annual  General
Meeting  in  2008.    These resolutions are conditional on the  passing  of  the
proposed  amendments to the Articles contained in Resolution  8.   Resolution  9
will  authorise  the Directors to allot Ordinary Shares for cash  up  to  $4,206
(which  sum  represents an aggregate nominal value of one third of  the  nominal
value  of  the  issued Ordinary Shares as at 30 June 2007). Resolution  10  will
authorise  the Directors to allot Ordinary Shares for cash on a non  pre-emptive
basis up to $1,262 (which sum represents 10 per cent of the nominal value of the
issued  Ordinary Shares as at 30 June 2007).  Special Resolutions 7  and  8  are
proposed  to effect certain technical amendments to the Articles of Association,
the text of which is set forth in the attached Notice of Meeting.


The Directors believe that the adoption of the resolutions to be proposed at the
Annual  General  Meeting  are  in the best interests  of  the  Company  and  its
shareholders as a whole and accordingly recommend shareholders to vote in favour
of  those  resolutions,  which  they intend  to  do  in  respect  of  their  own


Azhic Basiov / Siobhan Sergeant
Smith & Williamson Corporate Finance Limited
Tel +44 (0)20 7131 4000

26 October 2007                                                                      

a d v e r t i s e m e n t