REG-New Cent. Aim Vct 2 Notice of AGM

Oberon AIM VCTAnnouncement

28/05/2024 07:00

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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as the current set are out of date and not fit for purpose as we move forward.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primarily achieve is the sweeping away of a number of outdated statutory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/
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnewcenturyaimvct2.co.uk%2Fcompany-information%2F&esheet=54014854&newsitemid=20240527417735&lan=en-US&anchor=https%3A%2F%2Fnewcenturyaimvct2.co.uk%2Fcompany-information%2F&index=1&md5=ef8f23f9b4b8aa2413d2281f73207292)
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
(mailto: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
(mailto: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/
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnewcenturyaimvct2.co.uk%2Fcompany-information%2F&esheet=54014854&newsitemid=20240527417735&lan=en-US&anchor=https%3A%2F%2Fnewcenturyaimvct2.co.uk%2Fcompany-information%2F&index=2&md5=a022a0779907f8650df0e45168ccc2e9)
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:

7(th) 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.



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New Cent. Aim Vct 2


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