Octopus AIM VCT Publishes Supplementary Prospectus for Up to £60 Million Fundraise Covering 2025/26 and 2026/27 Tax Periods

Overview of the Octopus AIM VCT Dual-Fundraising Approach

Octopus AIM VCT plc and Octopus AIM VCT 2 plc are among the more established Venture Capital Trusts focusing on the UK AIM market. Both managed by Octopus Investments, a leading VCT manager in the UK, these linked funds often conduct joint fundraising campaigns under a shared prospectus. This strategy enables the two boards to share regulatory and marketing expenses while providing investors access to two distinct yet complementary AIM-listed growth company portfolios.

Such joint Offers are a common practice in the VCT sector. By combining their fundraising efforts, Octopus AIM VCT plc and Octopus AIM VCT 2 plc can offer investors a larger, more visible combined proposition than if each fund pursued separate prospectuses. The current Offers cover two consecutive UK tax years—2025/2026 and 2026/2027—allowing investors to subscribe according to their individual tax planning requirements.

Contents and Timing of the Supplementary Prospectus

UK prospectus rules mandate the publication of a Supplementary Prospectus when significant new information, errors, or inaccuracies arise that could influence investors’ evaluation of the securities offered. In this case, the Supplementary Prospectus has been issued to incorporate by reference the annual report and accounts of Octopus AIM VCT plc for the year ending 28 February 2026. The release of audited annual results constitutes material new information necessitating this update.

Incorporating the annual report by reference ensures that the original Offers documentation remains accurate and compliant with FCA disclosure standards. Prospective investors are entitled to make decisions based on complete, current information. This publication thus serves as both a regulatory compliance step and confirmation that the fundraising remains open for subscriptions.

Incorporation of the Annual Report for Year Ended 28 February 2026

The Supplementary Prospectus explicitly incorporates Octopus AIM VCT plc’s annual report and accounts for the year ended 28 February 2026. This includes financial statements, portfolio valuations, the investment manager’s report, and board commentary for that period, making them part of the governing prospectus documentation for the ongoing Offers. The announcement itself does not reproduce financial details from the annual report.

Specific financial metrics such as net asset value per share, total return, dividend history, or portfolio composition are not disclosed in this announcement. Interested investors should consult the full annual report and Supplementary Prospectus, both accessible through the channels noted in the announcement. This approach is standard for supplementary filings, which direct readers to the underlying documents rather than restate them.

Fundraising Limits: £30 Million Target Plus £30 Million Over-Allotment

The Offers aim to raise up to £30 million collectively across both VCTs, with an over-allotment facility allowing for an additional £30 million. Thus, the total maximum fundraising capacity across both funds and tax years could reach £60 million if investor demand supports full utilization and the boards approve exercising the over-allotment. The £30 million primary target and £30 million over-allotment are aggregate figures across both companies, not allocated individually.

The over-allotment facility provides flexibility to accept extra subscriptions beyond the initial target if investor interest is strong. Recently, the VCT market has experienced significant demand from high-net-worth and sophisticated investors attracted by tax reliefs, chiefly 30% upfront income tax relief on investments up to £200,000 per tax year, subject to qualifying criteria. Whether this Offer will reach full capacity remains to be seen as the 2025/2026 and 2026/2027 tax years unfold. No immediate impact on share price was evident from public information.

Filing with the FCA and Availability via National Storage Mechanism

The Supplementary Prospectus has been submitted to the Financial Conduct Authority in accordance with UK Prospectus Regulation requirements. Once processed, it will be publicly accessible through the National Storage Mechanism, the FCA’s official repository for regulated disclosures, accessible online as specified in the announcement. This filing ensures the document is publicly available consistent with regulatory standards.

The National Storage Mechanism offers a central, authoritative source for investors, analysts, and advisers seeking original regulatory disclosures. Additionally, the Supplementary Prospectus will be available via the Octopus Investments website at octopusinvestments.com. This dual availability facilitates easy access for existing and prospective shareholders.

Contact Information and Role of Octopus Company Secretarial Services

Ronan Goggin of Octopus Company Secretarial Services Limited is named as the contact for inquiries regarding the Supplementary Prospectus, with a telephone number provided for direct communication. The entity’s Legal Entity Identifier (LEI) is 213800C5JHJUQLAFP619, a unique global identifier for financial market participants.

Octopus Company Secretarial Services Limited serves as company secretary for both Octopus AIM VCT plc and Octopus AIM VCT 2 plc, reflecting an integrated operational structure across Octopus Investments’ VCT portfolio. Investors and advisers with questions about the Offers, eligibility, or Supplementary Prospectus content are encouraged to use the provided contact details.

Tax Year Coverage and Investor Planning Implications

The Offers cover two consecutive UK tax years: 2025/2026, ending 5 April 2026, and 2026/2027, running from 6 April 2026 to 5 April 2027. This dual-year structure is common in VCT fundraising, enabling investors who have already used their allowance for the current tax year to subscribe now for allocation in the following year. It also allows investors approaching the end of the current tax year to subscribe in time to claim the 30% income tax relief against their 2025/2026 liability, subject to HMRC qualifying conditions.

Financial advisers and tax planners will note that the Offer remains open across both tax years. Specific subscription deadlines for each tax year, as well as any minimum or maximum investment limits, are detailed in the full Offers documentation rather than this Supplementary Prospectus notice. Investors are advised to review the original prospectus and Supplementary Prospectus alongside independent financial advice before investing.

AIM-Focused Investment Strategy and Portfolio Insights

Both Octopus AIM VCT plc and Octopus AIM VCT 2 plc pursue an investment strategy focused on AIM-listed companies that meet HMRC’s VCT qualifying criteria. AIM, the UK’s junior growth market, offers a relatively liquid universe of smaller and medium-sized companies across various sectors. This listed approach to VCT investing is often regarded as providing greater transparency and liquidity compared to VCTs investing in unquoted firms. Nonetheless, AIM investments carry risks including market volatility, lower liquidity relative to the main market, and uncertainties associated with growth-stage businesses.

By incorporating the latest annual report into the Supplementary Prospectus, prospective investors gain access to an updated view of Octopus AIM VCT plc’s portfolio as of 28 February 2026, including valuations and material portfolio developments during that year. The inclusion of this information underscores the importance regulators and boards place on providing investors with a full and current picture before subscription.

Regulatory Framework and Compliance Under UK Law

The requirement to issue a Supplementary Prospectus arises from the UK Prospectus Regulation, retained post-Brexit and subject to ongoing reforms under HM Treasury’s financial services agenda. Issuers with active prospectuses must monitor for material new information and publish supplementary documents promptly when necessary. Failure to comply can lead to regulatory penalties and may grant investors rights to withdraw subscriptions.

This timely Supplementary Prospectus publication following the finalization of the 28 February 2026 annual accounts demonstrates the boards’ commitment to regulatory compliance. Its submission to the FCA and availability via the National Storage Mechanism ensure equal access to material information for all market participants. For investors in both Octopus AIM VCT funds, this step is a routine but essential part of the current Offers’ lifecycle.

How to Access the Supplementary Prospectus and Next Steps

Investors and intermediaries wishing to examine the Supplementary Prospectus can do so through the FCA’s National Storage Mechanism or the Octopus Investments website, as specified in the announcement. Reviewing this document alongside the original Offers documentation and the annual report for the year ended 28 February 2026 provides the most comprehensive understanding of the current investment opportunity. The announcement does not specify an Offers closing date nor disclose how much capital has been raised to date.

Market participants may anticipate further regulatory updates during the 2026/2027 tax year, including additional supplementary filings if material information emerges, and announcements regarding Offer closures once fundraising targets are met. Existing shareholders will note that the incorporated annual report represents the latest detailed assessment of portfolio performance and net asset value for Octopus AIM VCT plc as of 28 February 2026.