Octopus AIM VCT 2 and Octopus AIM VCT Launch Supplementary Prospectus for Combined £30 Million Fundraise

Overview of Octopus AIM VCT 2 and Octopus AIM VCT Joint Subscription Offers

Octopus AIM VCT 2 plc and Octopus AIM VCT plc are established Venture Capital Trusts managed by Octopus Investments, a leading UK VCT manager. Both funds invest in AIM-listed and qualifying unquoted companies, offering investors potential capital growth alongside tax benefits such as up to 30% income tax relief on new subscriptions, subject to eligibility.

The two VCTs are conducting their fundraising jointly through combined Offers for Subscription, enabling aggregate funds to be raised under a single prospectus framework—a common approach for twin VCTs managed by the same firm. The combined headline fundraising target is up to £30 million, with an over-allotment facility allowing for an additional £30 million, potentially raising up to £60 million in total if fully subscribed.

Role and Regulatory Importance of the Supplementary Prospectus

A Supplementary Prospectus is a regulatory update to an existing prospectus issued when significant new information, material errors, or inaccuracies arise. In this case, it follows the publication of new financial data that investors should consider before subscribing. The FCA mandates that any material developments after the original prospectus approval be communicated via such supplementary documents to ensure investors have up-to-date and accurate information.

This Supplementary Prospectus specifically incorporates by reference the annual report and accounts of Octopus AIM VCT plc for the year ended 28 February 2026. This is standard practice when a VCT releases its annual results during an open offer period, as these financial statements provide important new data relevant to investment decisions. The document has been submitted to the FCA and will soon be accessible through the National Storage Mechanism, the FCA’s official repository for regulated documents.

Incorporation of Octopus AIM VCT plc’s 2026 Annual Report and Accounts

The Supplementary Prospectus includes information from Octopus AIM VCT plc’s annual report and accounts for the year ended 28 February 2026 by reference, giving prospective investors access to the latest financial position, portfolio valuation, net asset value, and performance data as of that date.

The announcement does not disclose specific figures such as net asset value per share, total return, dividends, or portfolio details. Investors seeking these details should consult the full annual report and accounts, which are incorporated into and available alongside the Supplementary Prospectus.

Offer Structure Covering Two UK Tax Years

The Offers are designed to span the 2025/2026 and 2026/2027 UK tax years, providing investors flexibility to subscribe in either period. This allows investors to optimise their annual VCT investment allowance—currently up to £200,000 per tax year—or align subscriptions with personal tax planning strategies.

Such cross-tax-year offers are increasingly common, especially among established managers with loyal investors, as they enable extended offer periods without the need for separate prospectuses for each tax year. For Octopus AIM VCT 2 and Octopus AIM VCT, this structure also offers operational flexibility to deploy capital into qualifying AIM investments as opportunities arise over a longer timeframe.

Over-Allotment Facility and Maximum Fundraising Potential

In addition to the initial £30 million target, the Offers include an over-allotment facility allowing up to an additional £30 million to be raised across both VCTs. Over-allotment provisions permit accepting subscriptions beyond the initial target if demand justifies it, without requiring new prospectus approval at that time.

If both the primary Offers and the over-allotment facility are fully subscribed, total gross proceeds could reach £60 million. The announcement does not specify how proceeds will be allocated between the two VCTs; investors should refer to the full Supplementary Prospectus and original prospectus for details on allocation terms.

Access to the Supplementary Prospectus via FCA and National Storage Mechanism

The Supplementary Prospectus has been formally submitted to the FCA, a necessary regulatory step before it becomes available to investors. It will be publicly accessible through the National Storage Mechanism (NSM), the FCA’s official online repository for regulated documents, ensuring transparency and compliance with UK Prospectus Regulation.

Additionally, the Supplementary Prospectus will be available on the Companies’ website at octopusinvestments.com. Prospective investors and advisers are advised to review the full Supplementary Prospectus alongside the original prospectus before subscribing. As with all VCT investments, independent financial advice is recommended, since tax treatment varies by individual circumstances and may change.

Octopus Investments’ Position as a Leading VCT Manager

Octopus Investments is among the UK’s largest and most established VCT managers, with extensive experience managing AIM-focused VCTs across multiple market cycles. Managing both Octopus AIM VCT plc and Octopus AIM VCT 2 plc under one team allows for portfolio coordination and operational efficiency, beneficial in navigating the AIM market’s liquidity constraints.

The continuation of concurrent Offers for Subscription across both vehicles reflects the manager’s confidence in the VCT fundraising environment despite broader market uncertainties affecting smaller AIM-listed companies. Investors may view this fundraise as a gauge of sentiment towards AIM-focused VCTs during the current tax planning season, especially amid increased interest in tax-efficient investment vehicles following recent changes to pensions and investment tax rules.

Contact and Company Secretarial Information

Andrew Humphries of Octopus Company Secretarial Services Limited is the designated contact for enquiries about the Supplementary Prospectus and associated Offers. Contact can be made by telephone. This arrangement aligns with common practice where company secretarial duties are handled by a professional services entity within the group rather than by an in-house function at the VCT level.

The Legal Entity Identifier (LEI) for the relevant entity is 213800BW27BKJCI35L17. LEIs are internationally recognised codes used to uniquely identify legal entities in financial transactions and regulatory filings. Including the LEI in announcements is standard under UK and EU financial regulations, allowing investors and intermediaries to cross-reference regulatory documents related to the Companies.

Implications for OSEC Share Price and Investor Considerations

Issuing a Supplementary Prospectus is primarily a regulatory update rather than a fundamental commercial event and does not directly affect the Companies’ investment case or net asset value. However, it indicates that the fundraising is active and that the manager is maintaining regulatory compliance during the offer period, providing reassurance to current and prospective investors.

The immediate impact on share price is unclear from public information. Investors will likely monitor for further announcements detailing amounts raised, share allotments, or material portfolio changes. As with all AIM-focused VCTs, portfolio performance is subject to volatility and liquidity risks associated with smaller growth companies listed on AIM. Prospective investors should carefully review the full Supplementary Prospectus and associated risk disclosures before subscribing.