Octopus Titan VCT 3 Publication Of Circular

 
TIDMOTV3 TIDMOTV2 TIDMOTV1 
 
 
   Octopus Titan VCT 1  Plc 
 
   Octopus Titan VCT 2  Plc 
 
   Octopus Titan VCT 3  Plc 
 
   Together "the Companies" 
 
 
 
   Publication of Circular 
 
   The Companies are pleased to announce the release of a circular (the 
"Circular") to their shareholders (the "Shareholders") which explains 
the background to and gives details of the proposals by the Companies to 
dispose of investments in certain investee companies (the "Sale 
Proposals"), and includes notices of a general meeting (the "General 
Meetings"), to be held on 3 June 2013, for each of the Companies to seek 
Shareholder approval of the Sale Proposals as required under the Listing 
Rules. 
 
   The Companies have been presented with an opportunity to partially 
realise their investment in a number of portfolio companies (Zoopla 
Property Group Limited, Nature Delivered Limited, Secret Escapes Limited 
and Calastone Limited) (the "Portfolio Companies") by the sale of their 
interests in the Portfolio Companies to Octopus Zenith LP ("Zenith"), a 
new fund. Part of the cash generated by the Sale Proposals will be 
distributed to Shareholders through future dividends, part will be used 
to fund new and follow-on investments and part will be used to finance 
future share buy-backs. 
 
   The Sale Proposals are structured so that the Companies will have an 
interest in Zenith and so will retain an investment in the Portfolio 
Companies, allowing them to participate in any future increase in their 
value. Additionally, the Portfolio Companies will benefit from further 
capital investment from Zenith which will be funded by new investors 
(the "New Investors") and the Companies will also benefit from an 
enhanced return once certain return levels have been achieved by the New 
Investors. Most importantly, the Sale Proposals will safeguard the 
Companies' VCT qualifying status, which is otherwise at risk, thereby 
ensuring that Shareholders' tax reliefs are retained. 
 
   The Directors of the Companies consider it important that the 
realisation of their interests in the Portfolio Companies by the 
Companies under the Sale Proposals is at the appropriate valuation. An 
independent valuation has, therefore, been undertaken which have 
confirmed that the Portfolio Companies are being sold on terms that are 
fair and reasonable. Accordingly, there will be no detrimental impact on 
the NAVs of the Companies immediately following the completion of the 
Sale Proposals. 
 
   Zenith will be managed by Octopus Investments Limited ("Octopus"), the 
Companies' current fund manager.   The intended life of Zenith is five 
years and the investment period for follow-on investments by Zenith into 
the Portfolio Companies will be two years. 
 
   Details of the Sale Proposals are contained in the Circular and are 
conditional upon their approval by the Shareholders at each of the 
General Meetings and upon confirmation from HMRC or 
PricewaterhouseCoopers LLP that the Sale Proposals will not adversely 
affect the VCT status of the Companies.   The existing terms of the 
investment management arrangements between Octopus and each of the 
Companies will be unchanged following completion of the Sale Proposals. 
 
   A copy of the Circular, including the notices of the General Meetings, 
will shortly be available for inspection on both the Company's website 
(www.octopusinvestments.com) as well as at the National Storage 
Mechanism (www.morningstar.co.uk/uk/NSM). 
 
   For further information please contact: 
 
   Patricia Standaloft 
 
   Company Secretary 
 
   0207 710 6471 
 
   This announcement is distributed by Thomson Reuters on behalf of Thomson 
Reuters clients. 
 
   The owner of this announcement warrants that: 
 
   (i) the releases contained herein are protected by copyright and other 
applicable laws; and 
 
   (ii) they are solely responsible for the content, accuracy and 
originality of the 
 
   information contained therein. 
 
   Source: Octopus Titan VCT 3 PLC via Thomson Reuters ONE 
 
   HUG#1699877 
 
 
  http://www.octopusinvestments.com