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Calculus VCT Plc Top up Offer

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Calculus VCT Plc Top up Offer Calculus VCT plc Top Up Offer For investors looking for regular, tax-free income A portfolio of entrepreneurial, growing UK companies Tax years 2017-18 and 2018-19 Risk Factors Shareholders and prospective shareholders should materially affect, directly or indirectly, the may be less regulated and are often less has to invest in businesses less than 7 years consider carefully the following risk factors in operation of the Company and/or its ability to liquid, and this may cause difficulties in old (10 years for knowledge intensive), subject addition to the other information presented in this maintain VCT status. valuing and disposing of equity investments to certain exceptions, potentially exposing the document and the Prospectus as a whole. If any in such companies. Company to a higher risk profile. The changes of the risks described below were to occur, it could • The Net Asset Value of the shares (including may limit the Company’s ability to make have a material effect on the Company’s business, the Offer Shares if issued) will reflect the • Although the existing shares issued by the investments or make further investments financial condition or results of operations. values and performance of the underlying Company have been (and it is anticipated into existing portfolio companies, which may assets in the respective portfolios. The value that the Offer Shares will be) admitted to negatively impact the Company’s ability to The risks and uncertainties described below are of the investments and income derived the Official List of the UK Listing Authority support portfolio companies. The penalty for not the only ones the Company, the Board or from them can rise and fall. Realisation of and traded on the London Stock Exchange’s breaching some of the new rules is loss of investors in the Company will face. Additional investments in unquoted companies can be Main Market for listed securities, it is unlikely VCT status, so the Company and its investors risks not currently known to the Company or difficult and may take considerable time. that there will be a liquid market as there is may face a higher risk of the loss of tax the Board, or that the Company or the Board There may also be constraints imposed on a limited secondary market for VCT shares benefits than previously. The Directors believe currently believe are not material, may also the realisation of investments in order to and investors may find it difficult to realise that, while acknowledging the additional risks adversely affect the Company’s business, maintain the VCT status of the Company their investments. The market price of the that the new rules introduce, the Company is financial condition and results of operations. The which may restrict the Company’s ability to shares may not fully reflect, and will tend to able to adapt satisfactorily to the new rules value of Shares could decline due to any of these obtain maximum value from its investments be at a discount to, their underlying net asset and that they should not have a significant risk factors, and investors could lose part or all or to achieve the intended timing of value. Such a discount may be exacerbated impact on the performance of the Company. of their investment. Investors who are in any distributions. by the availability of income tax relief only on doubt should consult their independent financial the issue of new VCT shares. If the Company • If an investor who subscribes for shares adviser. The attention of prospective investors is • There can be no guarantee that suitable lacks sufficient cash reserves to purchase disposes of those shares within five years, drawn to the following risks: investment opportunities will be identified its own shares, and during prohibited periods the investor is likely to be subject to clawback in order to meet the Company’s objectives. when the Company is unable to purchase by HMRC of any income tax relief originally • The levels and bases of reliefs from taxation Although the Company may receive its own shares, the market price of shares obtained on subscription. While it is the may change and changes could apply conventional venture capital rights in may not fully reflect, and will tend to be at a intention of the Directors that the Company retrospectively. The tax reliefs referred to in connection with its investments, as a discount to, their underlying net asset value. will be managed so as to continue to qualify this document are those currently available minority investor it may not be in a position as a venture capital trust, there can be no and their value depends on the individual to fully protect its interests. Investment in • The changes in legislation concerning VCT guarantee that this status will be maintained. circumstances of investors. The Company’s smaller and unquoted companies involves Rules from the Finance (No. 2) Act 2015 A failure to meet the qualifying requirements objectives have been set on the basis that all a higher degree of risk than investment in have placed further restrictions on the range could result in the loss of tax reliefs investors obtain 30% VCT income tax relief on larger companies and those traded on the of investments into which the Company previously obtained, resulting in adverse their subscriptions. Therefore, this investment Main Market of the London Stock Exchange. can deploy funds and include a lifetime tax consequences for investors, including a may not be suitable for investors who do not Smaller companies may have limited product investment limit such that no more than £12 requirement to repay the income tax relief qualify for the full 30% VCT income tax relief. lines, markets or financial resources and may million (£20 million in the case of knowledge obtained, and could also cause the Company be more dependent on their management intensive companies) of tax advantaged risk to lose its exemption from corporation tax on • Any change of governmental, economic, or key individuals than larger companies. finance can be invested in a single company. capital gains. fiscal, monetary or political policy could Markets for smaller companies’ securities These legislative changes mean the Company This brochure constitutes a financial promotion, issued by Calculus VCT plc and approved by Calculus Capital Limited which is authorised and regulated by the Financial Conduct Authority (FCA No.: 190854). This brochure is not a prospectus, it is an advertisement. The offer described herein is only available pursuant to the terms of a prospectus dated 4 August 2017 (the “Prospectus”) which has been published by Calculus VCT plc and is available from www.calculuscapital.com or in hard copy from the offices of Calculus Capital Limited, 104 Park Street, London W1K 6NF. Investors must not subscribe for any Shares offered by Calculus VCT plc except on the basis of the information in the Prospectus. All capitalised terms used herein are as defined in the Prospectus. 1 Contents Calculus VCT at a glance Closing Dates Why Consider a VCT? 03 17/18 Tax Year: 5pm 3 April 2018 18/19 Tax Year: 5pm 31 July 2018 Why Now? 04 Cleared funds and documents must be received by 5pm Why Choose Calculus Capital? 05 Minimum Investment: Investment Strategy 06 £5,000 Investment Examples 07 Target Annual Dividend: 4.5% of NAV Exit Examples & Dividend Track Record 09 Discounts: Mergers 10 Early Bird: 0.5% until 2 February 2018 Existing Calculus VCT investor: 0.5% Meet the Team 11 Holding Period: Regular Payment Option 16 Minimum 5 years for tax reliefs Fees and Costs 17 Buyback: Buyback policy in place Key Facts 18 After 5 year hold, target max. 5% discount to NAV (Net Asset Value) FAQs 19 Portfolio: Diverse selection of entrepreneurial, growing UK companies Additional Information 21 Share and Tax Certificates: Dispatched 10 business days following allotment 2 Why Consider a VCT? What are VCTs? Venture Capital Trusts (VCTs) were introduced to provide capital to smaller, higher-risk trading companies to help drive growth by offering a range of tax reliefs to investors. To qualify, at least 70% of a VCT’s investments must be in small, qualifying companies (maximum size £15 million) that are unquoted or traded on AIM. VCTs are listed on the London Stock Exchange. Investors are shareholders in a listed company overseen by an independent board and run by an investment manager – in the case of the Calculus VCT, Calculus Capital Ltd. How do they work? Money raised from individual investors is used to acquire a number of different investments with the aim of spreading risk across the VCT portfolio. The Calculus VCT is targeting over 30 small UK companies across a diverse range of different sectors. The Calculus VCT provides immediate exposure to a diversified portfolio of entrepreneurial UK smaller companies with high growth potential. The additional funds will be used to provide development and scale-up capital to new investments with robust business models and to help drive growth in existing portfolio companies. Small companies tend to be affected by different factors when compared to the public equity markets; therefore SME (Small and Medium Enterprises) investment via a VCT provides a diversification opportunity to an existing portfolio of quoted investments. Tax reliefs Investors also enjoy a variety of tax reliefs, including income tax relief up to 30%, tax-free capital gains and tax-free dividends. Once your shares in the Calculus VCT have been allotted, you will receive a tax certificate within 10 business days. This tax certificate will enable you to claim your income tax relief. Income tax relief can be offset against income tax liabilities in the tax year the allotment has occurred. You cannot claim any income tax relief beyond your income tax liability in any year.
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