Last checked at 
11 Jul 2011 14:54
INVESTEC STRUCTURED PRODUCTS CALCULUS VCT PLC
11 July 2011
RECOMMENDED PROPOSALS TO APPROVE THE RELATED PARTY TRANSACTION, CHANGE THE COMPANY'S INVESTMENT POLICY AND NOTICE OF GENERAL MEETING
SUMMARY
The board of directors of the Company ("Board") sent on Friday (8 July 2011) a circular to shareholders ("Circular") with proposals to enter into a related party transaction with Investec Structured Products (an investment manager of the Company) and change the Company's investment policy.
The Board advised in the recent C Share prospectus dated 7 January 2011 (in respect of an offer for subscription of C ordinary shares of 1p each ("C Shares")) that one of the structured products in which the Company would invest was likely to be issued by Investec Bank plc. Investec Bank plc, is regarded as a related party of the Company under the Listing Rules of the UK Listing Authority and, therefore, an investment by the Company in such a Structured Product would be a related party transaction and requires the prior approval of shareholders of the Company ("Shareholders").
Due to the relatively small size of the C Shares fund, it is proposed that the structured product to be issued by Investec Bank plc will be one which provides the C Shares fund with exposure to a variety of underlying issuers through a collateralised Investec issued structured product. This will allow the Company access to a more diversified portfolio of underlying issuers than might be the case if direct investments were made and, as a result, potentially reduce risk and improve returns. The opportunity is being taken to request Shareholder approval of an amendment to the investment policy for the purposes of clarifying that investments in these types of structured products are permitted.
The entering into of a related party transaction (which, for the avoidance of doubt, will be in respect of the C Shares fund) and the change to the Company's investment policy require approval from Shareholders under the Listing Rules of the UK Listing Authority and will be sought at a general meeting to be held on 4 August 2011 at 12.00 noon ("the General Meeting").
COLLATERALISED STRUCTURED PRODUCT
The Company proposes to invest in a "collateralised" structured product issued by Investec Bank plc in respect of the C Shares fund. In summary, this collateralised structured product is designed to protect against potential loss to the investment in the event that Investec Bank plc fails or becomes insolvent. The risk to the investment will instead be dependent on the solvency of HSBC Bank plc, Nationwide Building Society, Santander UK plc, The Royal Bank of Scotland plc and Lloyds TSB Bank plc (the "UK 5"), 20 per cent. per institution.
The Board believes that investing in this collateralised structured product will allow for greater diversification within the C Shares fund whilst providing a more attractive return than would be achieved by investing directly in structured products issued by the UK 5. A more detailed explanation of the characteristics of this collateralised structured product is set out in the Circular posted to Shareholders.
RELATED PARTY TRANSACTION
Investec Structured Products, which is a team within Investec Bank plc, as the manager to the Company's structured products portfolio, is regarded as a `related party' of the Company under the Listing Rules of the UK Listing Authority. The investment by the Company into the collateralised structured product issued by Investec Bank plc is a related party transaction ("Related Party Transaction") requiring the approval of Shareholders pursuant to the Listing Rules of the UK Listing Authority.
It should be noted that the Related Party Transaction is in respect of the C Shares fund alone and does not impact on the Company's fund for the ordinary shares of 1p each ("Ordinary Shares fund"). Approval from all existing Shareholders is, however, required under the Listing Rules. Resolution 1 to be proposed at the General Meeting seeks such approval.
CHANGE TO THE INVESTMENT POLICY
The Board believes that an investment in the type of structured product to be issued by Investec Bank plc is within the scope of the existing investment policy of the Company and is consistent with the approach to spread risk across different issuers as set out in the existing investment policy of the Company. The use of a collateralised structured product issued by Investec Bank plc enables the Company to diversify the portfolio of structured products within the C Shares fund by spreading the investment risk across the UK 5 within one structured product. Due to the size of the C Shares fund, if the resolutions to be proposed at the General Meeting are not passed the Company could not presently access and achieve equivalent terms to those offered under the Investec Bank plc collateralised product by investing directly in structured products issued by each of the UK 5.
The Board proposes, however, for clarity to amend the investment policy by adding the following paragraph to the `Structured Products' section:
"The Structured Products may also be collateralised whereby notes are issued by one issuer (such as Investec Bank plc) but with the underlying investment risk being linked to more than one issuer (as approved by the Board) reducing insolvency risks, creating diversity and potentially increasing returns for Shareholders. If the Company invests in a collateralised Structured Product, the amount of the exposure to an underlying issuer will be taken into account when reviewing investments for diversification. The maximum exposure to any one issuer (or underlying issuer) will be limited, in aggregate, to 15 per cent. of the assets of the Company at the time of investment."
The existing and revised investment policy is set out in detail in the Circular. The amendment will allow the Company to make investments in, firstly, the collateralised structured product issued by Investec Bank plc in respect of the C Shares fund and, secondly, in other similar products in respect of the Company generally. Whilst this will give flexibility for either the Ordinary Shares fund and the C Shares fund to invest a greater amount in any one issuer (including Investec Bank plc) from either fund, the maximum which may be invested in any one issuer will continue to be no more than 15 per cent. of the assets of the Company at the time of investment (or, if lower, the maximum amount which may be invested pursuant to VCT restrictions).
The amendment to the investment policy requires the approval of Shareholders and resolution 2 to be proposed at the General Meeting seeks such approval.
FURTHER INFORMATION
Shareholders will receive a copy of a Circular convening the General Meetings to be held on 4 August 2011 at 12.00 noon at which Shareholders will be invited to approve resolutions in connection with the proposals. A copy of the circular for the Company has also been submitted to the UK Listing Authority and will be shortly available for inspection at the National Storage Mechanism which can be accessed at the website www.hemscott.com/nsm.do
For further information, please contact:
Investment Manager to the Structured Products Portfolio
Investec Structured ProductsGary DaleTelephone: 020 7597 4065
Investment Manager to the Venture Capital Portfolio
Calculus Capital LimitedSusan McDonaldTelephone: 020 7493 4940
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