Calculus VCT : Document Reporting

experience counts

VCT Tax years 2022-23 and 2023-24

A diverse portfolio of innovative companies

built to deliver growth and a reliable income stream

Risk factors

Important Notice: This brochure constitutes a financial promotion, issued by Calculus VCT plc and approved by Calculus Capital Limited which is authorised and regulated by the Financial Conduct Authority (FCA No.: 190854). This brochure is not a prospectus, it is an advertisement. The offer described herein is only available pursuant to the terms of a prospectus dated 21 September 2022 (the "Prospectus") which

has been published by Calculus VCT plc and is available from www.calculuscapital.com. Investors must not subscribe for any Shares offered by Calculus VCT plc except on

the basis of the information in the Prospectus. All capitalised terms used herein are as defined in the Prospectus.

Shareholders and prospective shareholders should read the Prospectus as a whole before taking any investment decisions, paying particular attention to the Risk Factors section. Below is a non-exhaustive summary of the key risks of an investment in Calculus VCT plc.

• The Net Asset Value of the Shares will reflect the values and performance of the underlying assets in the Company's portfolio. The Company's investment focus is on relatively young, unquoted trading companies and its strategy is that of a private equity manager seeking to create value by actively managing and supporting investee companies. Investment in smaller and unquoted companies involves a higher degree of risk than investment in larger companies and those traded on the main market of the London Stock Exchange.
• Changes to the VCT Rules in respect of investments made on or after 15 March 2018 have meant that VCTs may only invest in companies which pass a "risk to capital" gateway test requiring the investee company to have long term growth and development objectives and for the investment to carry a significant risk that invested capital will be lost over and above the net return to the Company irrespective of whether the return takes the form of income, capital growth, fees, other payments or anything else.
• Realisation of investments in unquoted companies can be difficult and may take considerable time. There may also be constraints imposed on the realisation of investments in order to maintain the VCT status of the Company which may restrict the Company's ability to obtain maximum value from its investments or to achieve the intended timing of distributions.
• The levels and bases of reliefs from taxation may change and changes could apply retrospectively. The tax reliefs referred to in this document are those currently available and their value depends on the individual circumstances of Investors. Investment in the Company may not be suitable for Investors who do not qualify for the full 30% VCT income tax relief.
• The past performance of investments made by the Company or other funds managed by Calculus Capital should not be regarded as an indication of the performance of investments to be made by the Company.
• Legislative changes mean the Company is required to invest in younger businesses than has previously typically been the case, potentially exposing the Company to a higher risk profile, and also limiting the Company's ability to make new investments or make further investments into existing portfolio companies,

2 • Calculus VCT

which may negatively impact the Company's ability to support portfolio companies. The penalty for breaching some of these new rules is loss of VCT status, so the Company and its Investors may face a higher risk of the loss of tax benefits than previously.

• There can be no guarantee that suitable investment opportunities will be identified in order to meet the Company's objectives. As the Company is required to invest new capital within specific time periods (including 30% of new monies raised within 12 months of the end of the accounting period in which the monies are raised), this may lead to pressure to make less attractive investments sooner rather than wait for better ones.
• While it is the intention of the Directors that the Company will be managed so as to continue to qualify as a venture capital trust, there can be no guarantee that this status will be maintained. A failure to meet the qualifying requirements could result in the loss of tax reliefs previously obtained, resulting in adverse tax consequences for Investors, including a requirement to repay the income tax relief obtained, and could also cause the Company to lose its exemption from corporation tax on capital gains.

Risks relating to the Company's Ordinary Shares (including the Offer Shares)

• Although the existing Shares issued by the Company have been (and it is anticipated that the Offer Shares will be) admitted to the Official List of the FCA and traded on the London Stock Exchange's main market for listed securities, it is unlikely that there will be a liquid market for these Shares as there is a limited secondary market for VCT shares and Investors may find it difficult to realise their investments. The market price of the Shares may not fully reflect, and will tend to be at a discount to, their underlying net asset value. If the Company lacks sufficient cash reserves to purchase its own Shares and during prohibited periods when the Company is unable to purchase its own Shares the market price of Shares may not fully reflect, and will tend to be at a discount to, their underlying net asset value.
• If an Investor who subscribes for Shares disposes of those Shares within five years, the Investor is likely to be subject to clawback by HMRC of any income tax relief originally obtained on subscription. A failure to meet the qualifying requirements could result in the loss of tax reliefs previously obtained, resulting in adverse tax consequences for Investors, including a requirement to repay the income tax relief obtained, and could also cause the Company to lose its exemption from corporation tax on capital gains.

Contents

4	Why choose a	18	Meet the Calculus
	Venture Capital Trust?		Investment Team
5	Why now?	21	Contact us
6	Why choose Calculus?	23	Regular payment
			option and DRIS
9	The Calculus way	24	Charges
	- how we invest

12

13

15

16

Investment examples

Exit track record

Performance

Meet the Directors

25

27

28

30

Key facts

Other ways to invest

FAQ

Additional information

Calculus VCT Fund

at a glance

Fund closing dates

22/23 Tax year: 4 April 2023

23/24 Tax year: 25 August 2023

Cleared funds and documents must be received by the relevant closing date

Minimum investment

£5,000

Target annual dividend

4.5% of NAV (Net Asset Value)

Holding period

Minimum 5 years for tax reliefs

Discounts

Early Bird: 0.5% until 27 January 2023

Existing Calculus 0.5%

VCT shareholders:

Share and Tax Certificates

Dispatched no more than 10 business days following the allotment

Buyback

Target max 5% discount to NAV

For your ease

Monthly standing order and Dividend Reinvestment Scheme option

3 • Calculus VCT

Why choose a Venture Capital Trust?

What are VCTs?

How do they work?

A VCT is an investment company listed on the London Stock Exchange which uses investor capital to support the growth of young, entrepreneurial, and often privately-owned companies. In recognition of the additional risk involved in investing in such companies, the UK government offers VCT investors attractive tax reliefs.

The types of UK trading companies which can be held in a VCT portfolio is determined by government legislation. This helps stimulate the flow of investor capital to the industries and sectors which greater benefit the wider UK economy.

Much like traditional investment trusts, the VCT operates with an independent Board of Directors responsible for appointing a Fund Manager to run the underlying portfolio. In the case of the Calculus VCT, this is Calculus Capital Limited.

A VCT operates in a very similar way to a standard investment trust, one of the oldest and best-known forms of a collective investment vehicle. The VCT pools together investor capital which is used to buy holdings in VCT qualifying companies, which are typically unquoted, and must meet specific requirements stipulated by HMRC. The investor owns the shares in the VCT, rather than the underlying investee companies.

Once an investor holds shares in the Calculus VCT, they gain immediate access to a well-diversified portfolio focused on three high growth sectors - technology, healthcare and entertainment. Funds raised by the VCT will be used to provide development and scale-up capital to companies with robust business models and help to drive growth in existing portfolio companies. If you choose to invest, you will receive a share certificate for the amount you have invested and a tax certificate that allows you to claim the 30% upfront income tax relief from HMRC.

Tax reliefs

Investors also enjoy a variety of tax reliefs, including income tax relief up to 30%, tax-free capital gains and tax-free dividends. Once your shares in the Calculus VCT have been allotted, you will receive a tax certificate within 10 business days.

This tax certificate will enable you to claim your income tax relief. Income tax relief can be offset against income tax liabilities in the tax year the allotment has occurred. You cannot claim any income tax relief beyond your income tax liability in any year.

Income tax relief at 30%	Tax free capital gains	Tax-free dividends
the amount you invest	There is no capital gains tax to pay	There is no tax to pay on dividends
%On each tax year.	on the sale(s) of your shares.	paid by a VCT.

Maximum investment per tax year

is £200,000.

Shares must be held for 5 years.

Information based on current UK legislation. Tax benefits depend on individual circumstances. If you are unsure of your tax situation you should seek professional advice from a qualified tax adviser.

4 • Calculus VCT

Why now?

Since its inception in 1995 the VCT has earnt its place as a well-established part of the UK investment ecosystem. Seasoned venture capital fund managers like Calculus have consistently demonstrated the ability to build, manage and grow a diversified portfolio of small UK entrepreneurial companies with high growth potential.

At a time of economic uncertainty, VCTs seek to offer a form of diversification to potentially volatile public markets. By investing in pioneering enterprises which are driving innovation across their industries, the Calculus VCT aims to deliver attractive returns which are expected to be largely uncorrelated to main market investments.

With small-medium growing companies dominating in the UK private sector, VCTs are considered as one of the key channels in facilitating the flow of capital towards these earlier-stage privately owned companies, driving their growth and development, and in turn supporting the revival of the UK economy.

The Company is launching the offer to be positioned to provide shareholders with access to the next raft of the UK's early-stage businesses.

By investing in pioneering enterprises which are driving innovation across their industries, the Calculus VCT aims to deliver attractive returns which are expected to be largely uncorrelated to main market investments.

5 • Calculus VCT