Important Notice: this document is intended for investment professionals only and should not be communicated to, or relied upon by, private investors. It does not form part of an offer or invitation to purchase, subscribe for or dispose of securities and no reliance should be placed on it. If you forward this document to any other person, you must ensure that you have taken responsibility for it under the financial promotion rules. Advisers are responsible for their suitability letters and Downing does not accept any liability for suitability letters prepared using these suitability paragraphs. Your clients should only invest based on the information contained in the relevant offer document. Downing does not offer investment or tax advice or make recommendations regarding investments. Please see the Prospectus dated 13 November 2018 for details of charges; your attention is drawn to the risk factors contained therein. Downing LLP is authorised and regulated by the Financial Conduct Authority (Firm Reference No. 545025). Registered in England No. OC341575. Registered Office: St Magnus House, 3 Lower Thames Street, London EC3R 6HD. The following paragraphs have been prepared for the use of professional advisers only to compile suitability letters for their clients. Introduction to VCTs VCTs were introduced to encourage individuals to invest in a portfolio comprising at least 70% unquoted UK trading companies by offering attractive tax benefits (80% by 1 April 2020). VCTs were created so that their investors could benefit from a spread of qualifying investments under the supervision of professional managers who can contribute valuable experience, contacts and advice to the businesses in which they invest. VCTs are required to be approved by HM Revenue & Customs as set out in the venture capital trust legislation. VCTs are entitled to exemption from corporation tax on any gains arising on the disposal of their investments and such gains may be distributed tax-free to investors. Introduction to Downing FOUR VCT Downing FOUR was created by the merger of four VCTs managed or advised by Downing in July 2015. It is a large VCT which, at that time, had net assets of approximately 50 million. The Company s Board of Directors has a considerable number of years experience in private equity and venture capital. Downing FOUR s Healthcare Share Class will target innovative healthcare biomedical businesses that are seeking development and expansion funding for further innovation. The share class benefits from lower running costs (capped at 3.5% of net assets) because its fixed costs are spread over the large asset base of Downing FOUR. In order to provide greater liquidity as well as an option to exit in the future, the share class will operate a share buyback policy at a nil discount to the latest published NAV (subject to applicable regulations, market conditions at the time and the Company having both the necessary funds and distributable reserves available). The Healthcare Share Class is seeking to raise 10.2 million with an over-allotment facility of a further 20.3 million. Key objectives & strategy The investment objective of Downing FOUR s Healthcare Share Class is to provide private investors with attractive returns by investing in a portfolio of growth investments in early-stage healthcare businesses. Early-stage investments: the funds raised by the Healthcare Share Class will be focused on development and expansion funding for innovative businesses in accordance with the recently introduced VCT rules. There will be a focus on innovations with technological and market advantages, which may be close to, or are already being, trialled. Tax Relief: Downing FOUR provides attractive tax relief, including 30% income tax of the amount subscribed and tax-free dividends and capital distributions earnt on the VCT. It should be noted that, as with any investments of these types, there is no guarantee that the key objectives will be met.
Why the healthcare sector? Globally, the healthcare sector is growing with spending expected to accelerate by 4.1% on average per year between 2017 and 2021. This is a stark increase from the period between 2012 and 2016 where healthcare spending only increased at a rate of 1.3% p.a.. The UK s healthcare sector shows similar growth potential with its private and public healthcare market size expected to increase from a projected 165.8 billion in 2016 to 186.1 billion in 20201.The Healthcare Share Class aims to tap into this expected growth market by investing in companies that are towards the earlier stage of the development cycle. For further information concerning growth in the healthcare sector, please consult the Healthcare Share Class Brochure. Why Downing? Established in 1986, Downing is an experienced manager specialising in the structuring, promotion and management of tax efficient products. Downing has raised in excess of 1.7 billion from over 35,000 UK investors and is responsible for net assets of approximately 240 million in VCT funds as at 30 June 2018. Income The Healthcare Share Class intends to pay annual dividends of at least 4% per annum based on its NAV from summer 2020 onwards subject to the availability of sufficient distributable profits, capital resources and compliance with the VCT regulations. There is no guarantee that this objective will be met. Exit opportunities Downing FOUR s Healthcare Share Class is an evergreen VCT share class with a policy to offer regular share buybacks for those shareholders wishing to exit. It is intended that shares will be bought back by Downing FOUR at a nil discount to the latest published NAV, subject to applicable regulations, market conditions at the time and the Company having both the necessary funds and distributable reserves available for the purpose. This enables the investor to choose the time of their exit and give them flexibility to exit their whole holding in one transaction, unlike an exit from a traditional planned exit VCT, which may take place over an extended period. Please remember that if you do not hold your Shares for the minimum holding period of five years, you will need to repay any income tax relief you have received (except in the case of a shareholder s death). Tax benefits of Downing FOUR VCT The principal VCT tax reliefs, which are available on a maximum investment of 200,000 per individual each year, are set out below: Income tax relief at 30% of the amount subscribed provided the VCT shares are held for at least five years provided the investor has not sold any shares in the Company six months either side of the issue of the new shares. Tax free dividends and capital distributions from a VCT. Capital gains tax exemption on any gains arising on the disposal of VCT shares.
Monthly subscriptions Downing are pleased to offer a monthly standing order scheme for investors, allowing them to commit a regular amount into the VCT in addition to the usual lump sum offer. These monthly subscriptions will be allotted at least quarterly in the Company on their behalf. Share and tax certificates will be sent out to shareholders as applicable within 30 days of each allotment. Healthcare shares will be allotted and issued in respect of valid applications on 5 April 2019, 30 September 2019 and on any other dates on which the directors decide, but at least quarterly during the period for the Admission of all the New Healthcare shares. The maximum individual subscription per tax year still remains at 200,000 ( 16,666 per month), and the minimum subscription will be at the rate of 500 per month. Once this Offer has closed, it is intended that it will be replaced with a new offer on a similar basis, to enable monthly contributions to continue. Track record Downing FOUR s Healthcare Share Class is a recently launched offering so has little informative track record. The share class made its first qualifying investment in September 2017 and as such the portfolio has been growing over the last twelve months. Charges Initial charge: 3.0% of the amount invested (on the basis that no commission is payable to the intermediary e.g. where advice has been provided). 5.0% of the amount invested for execution only. Annual management charge: 2.5% (plus VAT) of the amount invested. Annual running costs: capped at 3.5% of net assets (including irrecoverable VAT). Secretarial and administration fees: We also provide secretarial and administration services to the VCT. The charges are based on a formula which takes into account the number of share classes and net assets. Assuming full subscription, these charges are not expected to be in excess of 0.20% of the Healthcare Share Class net assets per annum. The Company also pays 0.25% of net assets for five years in respect of offer shares on which trail commission is payable. This is paid to Downing, out of which it pays trail commission to intermediaries. Charges to underlying businesses: Downing will receive arrangement fees (capped at 3% of the sums invested by the Company, with any excess paid to the Company) and monitoring fees (capped at the higher of 10,000 p.a. or 0.5% p.a. of the cost of the investment, including any director s fees for sitting on the companies boards) from investee companies. Costs incurred on abortive investment proposals will be the responsibility of Downing. Adviser charges: initial adviser charges may be facilitated through the VCT. Performance incentive: A performance incentive equivalent to 20% of all dividends is paid if the total return exceeds a hurdle. For the hurdle to be met, the Healthcare Share Class must have a total return in excess of 1.00 for all years to 31 March 2020. For subsequent years, the total return hurdle increases by 0.03 per annum. We do not anticipate paying any dividends until summer 2020, so do not expect any performance incentive to be payable before then. Early application discounts: Accepted valid applications (for one off investments) which are received by certain dates will benefit from the offer costs (as a percentage of the amount subscribed) being reduced by the amounts set out below:
Application received Reduction in offer costs By 28 December 2018 1.0% 29 December 4 January 2019 0.9% 5 11 January 2019 0.8% 12 18 January 2019 0.7% 19 25 January 2019 0.6% 26 January 1 February 2019 0.5% 2 8 February 2019 0.4% 9 15 February 2019 0.3% 16 22 February 2019 0.2% 23 February 1 March 2019 0.1% On or after 2 March 2019 nil These reduced offer costs will be met by Downing through an equivalent reduction in its Promoter s Fee. Key risks By investing in Downing FOUR VCT plc, investors place their capital at risk. Investors should also refer to the risk factors set out in the Downing FOUR VCT plc Prospectus which is available from Downing. Set out below are some of the key risks: Tax reliefs are not guaranteed: The tax rules, or their interpretation, in relation to an investment in the Company and/or the rates of tax may change during the life of the Company. Changes may apply retrospectively, which could affect tax reliefs obtained by shareholders and the VCT status of the Company. If an investor disposes of his or her Shares within five years of issue, he or she will be subject to clawback by HMRC of any income tax reliefs originally claimed. Maintaining VCT status is not guaranteed: There can be no guarantee that the Company will retain its status as a VCT, the loss of which could lead to adverse tax consequences for investors, including a requirement to repay the 30% income tax relief. Investments are long term and high risk: Although the Company s Shares are traded on the London Stock Exchange, there is not a liquid market in the Shares and investors may find it difficult to sell their Shares. Whilst the Company has sought to mitigate this through its nil-discount Share Buyback scheme, liquidity is not guaranteed. In addition, the price at which Shares are traded may not reflect their net asset value. Investments made by the Company will be in businesses which have a higher risk profile than larger blue chip companies and whose securities are not readily realisable and therefore may be difficult to realise. You cannot rely on past performance: There can be no assurances that the Company will meet its objectives or identify suitable investment opportunities. The past performance of the Company and other funds managed or advised by us is not a guide to future performance. The value of the Shares may fall as well as rise and an investor may not receive back the full amount invested. There are investment restrictions: The Company s ability to obtain maximum value from its investments may be limited by the VCT rules. Changes in the VCT rules may be applied retrospectively and may reduce the level of returns for investors. A number of new investment restrictions came into force in 2015, which include VCT funds being prohibited from being used to finance management buy-outs or the acquisition of existing businesses. In addition, the maximum lifetime amount a company can receive from VCTs has been restricted, as well as limiting VCT investment to companies under a certain age.
Higher risk profile: Investment made by the company, particularly following recent changes to the VCT rules, will be in companies which have a higher risk profile than larger blue chip companies and whose securities are not readily marketable and therefore may be difficult to realise. 13 November 2018