Notice of AGM

 

Dear Shareholder

It is with great pleasure that I invite you to the seventeenth AGM of New Century AIM VCT 2 PLC, which will be held at Nightingale House, 65 Curzon Street, Mayfair, London W1J 8PE on Friday 28 June 2024 at 12.00 p.m.

This is the first year that the meeting will take place in the offices of Oberon Investments Limited ("Oberon"), your fund manager, and if you look at the resolutions to be voted on below, you will see that we are anticipating the forthcoming year to be one of real change.

New Name

Firstly, we are seeking your approval to change the name of your Company to Oberon AIM VCT. This is intended to be totemic of a new era for the Company in which, with the support of Oberon, we embark on a series of fundraisings aimed at significantly increasing the critical mass and portfolio diversity of the Company. The Board and Oberon, as a manager, feel this is essential in order to grow the Company to sustainable size and reducing running costs on a per share basis. The danger, if we do not take action, is that costs of running the Company at its current sub-optimal size will eventually erode the value base for Shareholders.

Accordingly, subject to Shareholders' support for the range of measures to be proposed at this forthcoming AGM, a share offer prospectus, bearing the new name, will be published in the late summer or early autumn, a traditional time for VCT fundraising launches. It is intended that this will be the first of a series of annual fundraisings with the long-term goal of turning the Company into a market leading VCT.

New Articles of Association

Secondly, we are also seeking to adopt a new set of articles for the Company as the current set are out of date and not fit for purpose as we move forward. The substantive changes in terms of how the Company will operate day to day under the proposed new articles are very few. What the proposed new articles primarily achieve is the sweeping away of a number of outdated statutory references and concepts, the introduction of provisions allowing for modern electronic voting and notice arrangements and virtual or hybrid meetings. The full set of proposed revised articles of association, along with a brief summary of the material changes from the existing articles of association, are available for download at https://newcenturyaimvct2.co.uk/company-information/ and will be on display at the registered office of the Company and of Oberon for the duration of the notice period and during the annual general meeting itself.

Fundraising for a New Investment Programme

Finally, we have also included resolutions seeking Shareholders' authority to allot a significant number of new Ordinary Shares and to disapply pre-emption rights in the usual way. These are resolutions we intend should be refreshed each year as we continue with our fundraising programme, enabling us to grow your Company considerably and to encourage new shareholders to join us, allowing all Shareholders to benefit from economies of scale which, amongst other benefits, will reduce the fixed cost base as a percentage of the overall Company size and thus create a more financially efficient business.

In terms of deployment of new funds raised, both the Board and Oberon believe at the current time there are exceptional opportunities to acquire valuable stakes in smaller companies at very attractive prices. With the FTSE 100 at or near record highs it is only a matter of time before investors look to smaller companies in the search for value. These companies have been through several years of negative sentiment and even when posting relatively positive results have not seen their share price reflect this. These companies will also be looking to return to the Capital Markets to raise new money to fuel growth in this more positive environment.

Investors, seeing that the interest rate cycle is now hopefully peaking, will also be mindful, looking ahead, of falling returns from their fixed rate investments. Venture Capital Trusts pay all dividends tax free. The Oberon AIM Venture Capital Trust will target tax free dividends equivalent to a 5% yield, subject to having sufficient distributable reserves to do so. AIM Venture Capital Trusts, while still enjoying the benefits of tax breaks, also have the advantage of offering good visibility over their value at any given point in time because they invest in companies which are themselves publicly quoted.

Next Steps

The business to be considered at the Annual General Meeting (AGM) is detailed in this document along with explanatory notes for each of the resolutions in this notice.

I would urge all shareholders who are able to do so to attend the AGM, details of which are enclosed, as at the meeting, questions will be welcomed and answered to the best of the Board's ability. Would shareholders who wish to attend the AGM please contact the Company Secretary by email in advance at CompanySecretarial@uk.tricorglobal.com so we can make proper arrangements.

Shareholders are urged to register their proxy votes electronically or by return of both Forms of Proxy which have been sent to shareholders who have opted to receive copies by post. Please return your forms as soon as possible and in any event prior to 12.00 p.m. on Wednesday 26 June 2024. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

The Board appreciates that beyond voting on the formal business of the meeting, the AGM also serves as a forum for shareholders to raise questions and comments to the Board. Should shareholders wish to ask the Board any questions prior to the AGM, we request that they do so by email to: CompanySecretarial@uk.tricorglobal.com.

The voting results of all resolutions put before the AGM will be announced as soon as possible following the AGM.

I would urge shareholders to vote in favour of all resolutions which are, in the Board's opinion, in the best interest of Shareholders as a whole, and I thank you for your continued support.

Yours sincerely

Geoff Gamble
Chairman
24 May 2024

Notice of Annual General Meeting

Notice is hereby given that the seventeenth annual general meeting of New Century AIM VCT 2 PLC will be held at Oberon, Nightingale House, 65 Curzon Street, Mayfair, London W1J 8PE on Friday 28 June 2024 at 12.00 p.m. for the following purposes:

ORDINARY BUSINESS

1

To receive and adopt the financial statements for the year ended 31 December 2023 and the directors’ and auditors’ reports thereon.

 

2

To declare a final dividend of 2.5 pence per share, such dividend to be payable to shareholders appearing on the company’s share register on Friday 12 July 2023 and for the final dividend to be paid to shareholders on Friday 26 July 2023.

 

3

To approve the Directors’ Remuneration Report.

 

4

To re-elect Geoffrey Charles Gamble as a director

 

5

To re-appoint the auditors, Moore Kingston Smith, and to authorise directors to agree their remuneration”.

 

6

To approve the appointment of John Geoffrey Beaumont as a director

SPECIAL BUSINESS

To consider and if thought fit, pass Resolution 7 as an Ordinary Resolution and Resolutions 8, 9, 10 and 11 as Special Resolutions.

Resolutions 7, 8 and 9 seek renewal of the empowerment of the Company to make allotments and purchases of equity securities, as such permissions lapse at the conclusion of this Annual General Meeting.

Such permissions, passed at General Meeting, would allow the directors to make offers for cash for up to 30,000,000 shares (having an aggregate nominal value of £3,000,000), if it is deemed that this is in the best interests of the Company and its Shareholders, without the need to hold a further General Meeting.

Resolutions 10 and 11 seek Shareholders' approval for the change of the Company's name and the adoption of a new set of articles of association in substitution for the existing articles.

7

AUTHORITY TO ALLOT RELEVANT SECURITIES

THAT the directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (‘the Act’) to allot up to 30,000,000 shares (having an aggregate nominal value of £3,000,000), this authority to expire at the later of the conclusion of the company’s annual general meeting next following the passing of this resolution and the expiry of 15 months from the passing of the relevant resolution (unless previously revoked, varied or extended by the company in general meeting but so that such authority allows the company to make Offers or agreements before the expiry thereof which would or might require relevant securities to be allotted after the expiry of such authority).

8

EMPOWERMENT TO MAKE ALLOTMENTS OF EQUITY SECURITIES

To empower the directors pursuant to Section 571(1) of the Act to allot or make offers or agreements to allot equity securities (as defined in Section 560(1) of the Act) for cash pursuant to the authority referred to in resolution 6 as if Section 561(1) of the Act did not apply to any such allotments and so that:

(a) reference to allotment in this Resolution shall be construed in accordance with Section 560 (1) of the said Act; and

(b) the power conferred by this Resolution shall enable the company to make any offer or agreement before the expiry of the said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities in pursuance of such offer or agreement notwithstanding the expiry of such power;

and this power, unless previously varied, revoked or renewed, shall come to an end at the conclusion of the annual general meeting of the company next following the passing of this Resolution or, if earlier, on the expiry of 15 months from the passing of this resolution.

9

AUTHORITY TO MAKE MARKET PURCHASES

THAT the company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 10p each in the company (“ordinary shares”) provided that:

(a) the maximum number of ordinary shares so authorised to be purchased shall not exceed 14.99% of the present issued Ordinary share capital of the company.

(b) the minimum price which may be paid for an ordinary share shall be 10p.

(c) the maximum price, exclusive of expenses, which may be paid for an ordinary share is an amount equal to 95 per cent of the last published Net Asset Value per share of the company; the authority conferred comes to an end at the conclusion of the next annual general meeting of the company or upon the expiry of 15 months from the passing of this resolution, whichever is later; and

(d) the company may enter into a contract to purchase its ordinary shares under this authority prior to the expiry of this authority which would or might be completed wholly or partly after the expiry of this authority.

10

CHANGE OF COMPANY NAME

THAT the Company's name be changed to OBERON AIM VCT PLC.

11

ADOPTION OF NEW ARTICLES OF ASSOCIATION

THAT the Company, in substitution for its existing articles of association, adopt the draft articles of association which are, for identification purposes, available for review by Shareholders at https://newcenturyaimvct2.co.uk/company-information/ and which will be on display at the registered office of the Company and of Oberon Investments Limited for the duration of the notice period and during the Annual General Meeting itself.

By Order of the Board
Registered Office:
7th Floor, 50 Broadway
London SW1H 0DB

By Order of the Board
Tricor Secretaries Limited
24 May 2024

NOTES

a) A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member.

b) A form of proxy is enclosed which, to be effective, must be completed and delivered to the registrars of the company, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD so as to be received by no later than 48 hours before the time the annual general meeting is scheduled to begin. The completion and return of the form of proxy will not affect the right of a member to attend and vote at the annual general meeting.

New Cent. Aim Vct 2