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Offer for Subscription - Update

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Oxford Technology 2 VCT Plc (the “Company”)

Legal Entity Identifier: 2138002COY2EXJDHWB30
16 February 2023

Offer for Subscription – Update

Further to the announcement made by the Company on the 18 May 2022 with
regards to the offer for subscription (“Offer”) of up to 20,000,000
Leisure Shares, details of which were set out in a prospectus published by
the Company dated 18 May 2022 (“Prospectus”), the Board of the Company
(“Board”) regrets to announce that it has withdrawn the Offer with
immediate effect.

The Board has been in regular contact with the Offer’s promoter, Edition
Capital Investments Limited (“Edition”) since the Offer was launched.
Until recently, Edition has been confident that sufficient funds could be
raised in the current tax year to launch the new Leisure Share class. However,
there remains a large amount of capacity in the wider VCT marketplace,
especially from established players, and this has made it difficult to have
certainty that Edition will be able to launch a new share class able to
deliver its investment strategy in a timely manner (and in any event before
the end of the current tax year).

In order to ensure investors are not unfairly impacted by this uncertainty, we
have decided to withdraw the Offer. Any funds already received from
prospective investors will be promptly returned as set out in the terms and
conditions of the Prospectus.

The Board is disappointed that it has not been able to further expand the
asset base of the Company at this time, which has long been one of its stated
objectives. The merger of the four Oxford Technology VCTs in June 2022 leaves
the Company in a much stronger position to successfully allot shares in due
course. It gives the Company greater critical mass (net assets of £9.1m at 31
August 2022 compared to £1.3m at 28 February 2022), reduces operating costs
for each share class and ensures the Company can continue to meet all the VCT
Qualifying Test requirements, which were getting increasingly difficult with
the reducing size of the separate VCTs. Moreover, had the new Leisure Share
Class been issued, there would have been a further step reduction in costs
payable by the existing share classes, which will no longer happen in the
short term. All costs payable by the Company linked to the merger have already
been expensed, so there is no further impact expected on the P&L.

As a result of the withdrawal of the Offer there will be no change of manager,
nor name change of the VCT at this time and Oxford Technology Management Ltd
(OTM) will continue to advise the Board under the current agreements.

The Board hopes to be able to work again with Edition. The Board still
believes that a future offer (i.e. raising new VCT funds in a new share class)
with either Edition or another manager remains the way forward. This should
allow the further cost savings previously outlined for existing shareholders
whilst the portfolios continue to mature before ultimate asset realisations
and distributions to shareholders. Any potential future offer would require
the advance approval of the Company’s shareholders.

Edition has been an active investor in the tax efficient space for six years,
with a focus on EIS investment. Edition looked to provide access to its EIS
investment strategy through a VCT to enable more investors to participate and
has worked with the Company to create an attractive investment proposition
since late 2021 which worked for the existing investor base as well as new
investors.

Edition commented ‘Whilst it is disappointing to be unable to complete the
process now, we believe the work done to date (including the completion of the
merger) leaves the Company in a strong position to successfully allot shares
next year. We remain confident in the underlying investment strategy and the
Edition EIS fund remains open and actively making investments in the leisure
sector, having deployed over £50m into 30+ leisure businesses.’   

For further information, please contact:

Lucius Cary, Andrea Mica and Richard Roth via vcts@oxfordtechnology.com

Edition: enquiries@editioncapital.co.uk or 0203 145 1851

This announcement contains inside information as stipulated under the UK
version of the Market Abuse Regulation No 596/2014 which is part of English
Law by virtue of the European (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, this
information is now considered to be in the public domain

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