30th May 2025 07:00
Dear Shareholder,
It is with great pleasure that I invite you to the eighteenth Annual General Meeting (AGM) of Oberon AIM VCT PLC, which will be held at 6 Duke Street, St James’s, London, SW1Y 6BN on Monday 30 June 2025 at 12.00 p.m.
This is the second 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 continuing change, with the main objective being to grow the Company to a sustainable size and reduce running costs on a per share basis. To this end, your Company currently has an ongoing offer to invest in new shares, pursuant to the terms contained in both the prospectus and supplementary prospectus recently issued by the Company (both of which can be viewed on the Company’s website oberonaimvct.co.uk). The offer of new shares in the Company is part of the strategic re-launch of the fund, with an enlarged investment team. Led by Fund Manager Simon Like, an expert in VCT investments, the team also includes Paul Sheehan, Senior Investment Manager and former portfolio manager at Jupiter Asset Management, and Richard Penny, Senior Fund Director, and former Legal & General Fund Manager, who is a multi-award-winning investor with a 20 year track record of delivering 472.5% returns in UK small and mid-cap equities.
New shares purchased in the Company via this offer will attract 30% income tax relief (subject to status) for up to £200,000 invested in the current tax year.
Investors, seeing that the interest rate cycle has now started to decline, will 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. The Oberon AIM VCT provides immediate exposure to a diversified portfolio of over 40 small and medium-sized companies listed primarily on the Alternative Investment Market (AIM) at what would appear to be a low point in the valuation cycle. The fund's objective is to achieve long-term capital growth (coupled with an attractive dividend) and whilst the AIM market has experienced significant under performance in recent years, there is the potential to benefit from a market recovery as and when it occurs.
The business to be considered at the 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 [email protected] so we can make proper arrangements.
Shareholders are urged to register their proxy votes either via email (to [email protected]) or by returning the Proxy Form by post. Please return your form as soon as possible and in any event prior to 12.00 p.m. on Thursday 26 June 2025. 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: [email protected].
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 sincerelyGeoff GambleChairman29 May 2025
Notice of Annual General Meeting
Notice is hereby given that the eighteenth Annual General Meeting (AGM) of Oberon AIM VCT PLC will be held at Oberon, 6 Duke Street, St James’s, London SW1Y 6BN on Monday 30 June 2025 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 2024 and the directors’ and auditors’ reports thereon.
2. To declare a final dividend of 1.3 pence per share, such dividend to be payable to shareholders appearing on the company’s share register on Friday 11 July 2025 and for the final dividend to be paid to shareholders on Wednesday 30 July 2025.
3. To approve the Directors’ Remuneration Report.
4. To appoint the auditors, Royce Peeling Green Limited, and to authorise directors to agree their remuneration.
5. To re-appoint Christopher Andrew as a director, who is retiring having been appointed by the board since the last annual general meeting, and who being eligible offers himself for election.
SPECIAL BUSINESS
To consider and if thought fit, pass Resolution 6 as an Ordinary Resolution and Resolutions 7 and 8 as Special Resolutions.
Resolutions 6, 7 and 8 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 the Annual 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.
6. 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).
7. 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:
reference to allotment in this Resolution shall be construed in accordance with Section 560 (1) of the said Act; and 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.
8. 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:
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. the minimum price which may be paid for an ordinary share shall be 10p. 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 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.By Order of the BoardRegistered Office:6 Duke StreetSt James’sLondon SW1Y 6BN
By Order of the BoardJohn BeaumontCompany Secretary29 May 2025
Notes to the Notice of the Annual General Meeting
1. 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.
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of the votes they may cast), members must be registered in the Register of Members of the Company at 6.00 p.m. on 26 June 2025 (or, in the event of any adjournment, 48 hours before the time of the adjourned meeting). Changes to the Register of Members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
3. Ordinary Shares carry equal voting rights and a member present in person or by proxy shall have one vote on a show of hands and on a poll shall have one vote for every share of which he/she is the holder. As at the date of this notice, the Company’s issued share capital is 6,395,326 Ordinary Shares each carrying one vote each. Total voting rights therefore amounted to 6,395,326 votes.
4. 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 (excluding weekends and bank holidays) 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.
5. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM to be held on the above date and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST Members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited’s ("EUI") specifications and must contain the information required for such instructions as described in the CREST Manual. The message must be transmitted so as to be received by the Company’s agent (Neville Registrars Limited ID 7RA11) by no later than 12.00 p.m. on Thursday 26 June 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST Members and, where applicable, their CREST Sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST Member concerned to take or, if the CREST Member is a CREST Personal Member or Sponsored Member or has appointed a voting service provider(s), to procure that his CREST Sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST Members and, where applicable, their CREST Sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
6. Section 319A of the Companies Act 2006 requires the Directors to answer any question raised at the meeting which relates to the business of the meeting, although no answer need be given (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company’s website; or (c) if it is undesirable in the best interests of the Company or the good order of the meeting. You may alternatively submit your question in advance by letter addressed to the Company Secretary at the registered office.
Proxy Form
Oberon AIM VCT plc
Annual General Meeting – Monday 30 June 2025
I/We………………………………………………………………………………………………………
(block capitals please)
of…………………………………………………………………………………………………………
being a member of Oberon AIM VCT plc, hereby appoint
or failing him/her, the Chairman of the meeting, to be my/our proxy and vote for me/us on my/our behalf at the Annual General Meeting of the company to be held on Monday 30 June 2025, notice of which was sent to shareholders and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolutions set out in the notice of meeting:
Ordinary Business
| For | Against | Withheld |
1. To receive, consider and adopt the financial statements for the period to 31 December 2024 | ☐ | ☐ | ☐ |
2. To approve the final dividend of 1.3p per share | ☐ | ☐ | ☐ |
3. To approve the Directors’ Remuneration Report | ☐ | ☐ | ☐ |
4. To appoint Royce Peeling Green Limited as auditors of the company and to authorise the directors to agree their remuneration
| ☐ | ☐ | ☐ |
5. To reappoint Christopher Andrew as a director, who is retiring having been appointed by the directors since the last annual general meeting, and who being eligible offers himself for election. | ☐ | ☐ | ☐ |
|
|
|
|
Special Business |
|
|
|
|
|
|
|
6. To authorise the directors to allot securities(Ordinary Resolution)
| ☐ | ☐ | ☐ |
7. To disapply Section 561 of the Companies Act 2006 (Special Resolution)
| ☐ | ☐ | ☐ |
8. To authorise the directors to make market purchases of its own shares by utilising distributable reserves of the company(Special Resolution)
| ☐ | ☐ | ☐ |
Signed: ………………………………………… Dated: ………………………………………2025
NOTES
A member wishing to appoint a person other than the Chairman of the meeting as proxy should insert the name of such person in the space provided. Use of the proxy form does not preclude a member from attending and voting in person. Where this form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised. If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes. To be valid, the proxy form must be received by the Registrars no later than 48 hours (excluding weekends and bank holidays) before the commencement of the meeting.
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Related Shares:
Oberon Aim