Octopus Apollo VCT1 Octopus Apollo VCT1 plc : -3-


    England base rate (measured daily) to the end of the relevant period; and 
 
  * High Watermark Hurdle Return - which means the highest level of Total Return 
    as  at the end of the accounting period commencing on 1 February 2012 or any 
    subsequent accounting period. 
 
The  revised performance related incentive fee,  if approved, will be calculated 
and payable annually. 
 
These  revised arrangements are not conditional on the merger becoming effective 
nor  are they conditional  on the Enhanced  Buyback Facility or  the Offer being 
implemented (or vice versa). 
 
Octopus  has,  subject  to  the  relevant  Scheme  becoming effective, agreed to 
terminate  the investment  management, administration  and performance incentive 
arrangements with the relevant Target VCT with effect from the date the relevant 
Scheme becomes effective without notice or penalty. 
 
THE APOLLO 3 BOARD 
 
The  Boards have considered what the size and future composition of the Enlarged 
Company's  board should be following the merger and it has been agreed that Tony 
Morgan  shall step down as chairman of Apollo 3, but will continue as a director 
of  Apollo 3, and Rob Johnson  will step down as  a director of Apollo 3. Murray 
Steele  (chairman of Apollo 4) and Christopher  Powles (a director of Apollo 4) 
will  then  be  appointed  as  directors  of  Apollo 3, with Murray Steele being 
appointed  as chairman of Apollo  3. Matt Cooper will continue  as a director of 
Apollo  3 and, as he is  also currently a director  of Apollo 1 and Apollo 2, he 
will  bring recent knowledge and experience of these Target VCTs to the Enlarged 
Company. 
 
The  directors  of  the  Target  VCTs  have (subject to their respective Schemes 
becoming  effective) agreed  to waive  their directors'  fees from  the relevant 
Scheme  becoming  effective  and  Rob  Johnson's  appointment  to  Apollo 3 will 
terminate without compensation. 
 
APOLLO 3 CHANGES TO ITS ARTICLES, RENEWAL OF SHARE ISSUE AND BUYBACK AUTHORITIES 
AND CANCELLATION OF SHARE CAPITAL AND RESERVES 
 
Apollo  3 intends to renew and increase  its authorities to issue shares (having 
disapplied pre-emption rights) for general purposes and make market purchases of 
shares  reflecting the increased share capital  of Apollo 3 following the merger 
and the Offer (assuming maximum subscription). 
 
Apollo  3 also  proposes  to  seek  the  approval  of its shareholders to cancel 
further  share premium and capital redemption  reserves, subject to the sanction 
of the Court. 
 
In addition, Apollo 3 proposes to seek the approval of its shareholders to amend 
its  articles of association to (i) revoke  the share capital limit implied into 
its  articles of  association under  the Companies  Act 2006 (which continues to 
impose  a restriction on the  amount of share capital  Apollo 3 can issue), (ii) 
delete  the statement of the  authorised share capital of  the Company as at the 
date  the  articles  of  association  were  adopted  and (iii) provide for a new 
article  permitting  the  name  of  Apollo  3 to  be  changed  by way of a board 
resolution (the intention being to change the name of Apollo 3 to Octopus Apollo 
VCT plc following the merger). 
 
RELATED PARTY TRANSACTIONS 
 
In connection with the Enhanced Buyback Facility and the Offer, Apollo 3 intends 
to enter into the administration fee and promotion fee arrangements with Octopus 
(as detailed above). Apollo 3 also intends to enter into the revised performance 
related incentive fee arrangements with Octopus (also as detailed above). 
 
Octopus  is regarded as a related party pursuant  to the Listing Rules of the UK 
Listing  Authority by virtue of it being  the investment manager of the Company. 
Shareholder  approval is, therefore, required under  the Listing Rules of the UK 
Listing Authority to enter into these transactions. 
 
Octopus is one of the UK's leading fund management companies with more than  GBP2.7 
billion  under management (as at 31 May  2012). Octopus has more than 200 Staff, 
including  over 50 investment professionals, and has  twice been voted as one of 
the 'Top 100 Small and Medium-Sized Companies to Work For' in the Sunday Times. 
 
EXPECTED TIMETABLES 
 
The Schemes 
 
Apollo 3 General Meeting                            10.00 a.m. 19 September 2012 
 
Apollo 1 First General Meeting                        10.30 pm 19 September 2012 
 
Apollo 2 First General Meeting                        11.00 pm 19 September 2012 
 
Apollo 4 First General Meeting                        11.30 pm 19 September 2012 
 
Target VCTs' register of members closed                        26 September 2012 
 
Calculation date for the Schemes                 after 5.00 pm 26 September 2012 
 
Suspension of listing of Target VCT' shares            7.30 am 27 September 2012 
 
Apollo 1 Second General Meeting                       10.00 pm 27 September 2012 
 
Apollo 2 Second General Meeting                       10.30 pm 27 September 2012 
 
Apollo 4 Second General Meeting                       11.00 pm 27 September 2012 
 
Effective date for the transfer of assets and                  27 September 2012 
liabilities of the Target VCTs' to Apollo 3 and 
issue of New Apollo 3 Shares 
 
Announcement of results of the meetings and                    27 September 2012 
completion of the Schemes (as applicable) 
 
Admission of and dealings in the New Apollo 3                  28 September 2012 
Shares issued pursuant to the Schemes to 
commence 
 
CREST accounts credited with New Apollo 3 Shares               28 September 2012 
 
Certificates for New Apollo 3 Shares dispatched                   5 October 2012 
 
Cancellation of the Target VCTs' share listing           8.00 am 26 October 2012 
(if applicable) 
 
The Enhanced Buyback Facility 
 
Enhanced Buyback Facility record date                             1 October 2012 
 
Enhanced Buyback Facility opens                                   1 October 2012 
 
Enhanced Buyback Facility closes                        noon on 30 November 2012 
 
Purchase of existing Apollo 3 shares and issue of New            4 December 2012 
Apollo 3 Shares 
 
Announcement of the results                                      4 December 2012 
 
Admission of and dealings in New Apollo 3 Shares issued          5 December 2012 
commence 
 
Certificates for New Apollo 3 Shares issued dispatched          12 December 2012 
 
 
The Offer 
 
Offer opens                                                       1 October 2012 
 
Allotment of New Apollo 3 Shares                                         monthly 
 
Admission of and dealings in New Apollo 3    3 business days following allotment 
Shares issued commence 
 
Certificates for New Apollo 3 Shares issued 10 business days following allotment 
dispatched 
 
Offer closes                                                noon on 5 April 2013 
 
 
 
DOCUMENTS AND APPROVALS 
 
Apollo  3 shareholders will receive a copy of a circular convening the Apollo 3 
general  meeting to  be held  on 19 September  2012 (together with the Apollo 3 
Prospectus)   at   which  Apollo  3 shareholders  will  be  invited  to  approve 
resolutions in connection with the proposals. 
 
Target  VCTs' shareholders  will receive  a joint  circular convening the Target 
VCTs'  first general meetings  on 19 September 2012 and  the Target VCTs' second 
general meetings on 27 September 2012 (together with the Apollo 3 Prospectus) at 
which  Target  VCTs'  shareholders  will  be  invited  to approve resolutions in 
connection with their relevant Scheme. 
 
Copies  of the Apollo  3 Prospectus, the Apollo  3 circular and the joint Target 
VCTs'  circular have  been submitted  to the  UK Listing  Authority and  will be 
shortly     available     for    download    both    from    Octopus'    website 
(www.octopusinvestments.com)     and     the    national    storage    mechanism 
(www.morningstar.co.uk/uk/NSM). 
 
For further information, please contact: 
 
Investment Manager and Administrator for the Companies 
Octopus Investments Limited 
Paul Daniells/Tracey Spevack 
Telephone: 0800 316 2295 
 
Solicitors to the Companies 
SGH Martineau LLP 
Kavita Patel/Robert Newman 
Telephone: 0800 763 2000 
 
Sponsor to Apollo 3 
Matrix Corporate Capital LLP 
Jonathan Becher 
Telephone: 0203 206 7000 
 
The  directors and proposed directors of  Apollo 3 accept responsibility for the 
information  relating  to  Apollo  3 and  its  directors  and proposed directors 
contained  in this announcement. To the best of the knowledge and belief of such 
directors  and proposed directors (who have  taken all reasonable care to ensure 
that  such is the case), the information  relating to Apollo 3 and its directors 
and proposed directors contained in this announcement, for which they are solely 
responsible,  is in accordance with the facts  and does not omit anything likely 
to affect the import of such information. 
 
The  directors of Apollo 1 accept responsibility for the information relating to 
Apollo  1 and its directors contained  in this announcement. To  the best of the 
knowledge  and belief of such  directors (who have taken  all reasonable care to 
ensure  that such  is the  case), the  information relating  to Apollo 1 and its 
directors  contained in this document, for which they are solely responsible, is 
in  accordance with the  facts and does  not omit anything  likely to affect the 
import of such information. 
 
The  directors of Apollo 2 accept responsibility for the information relating to 
Apollo  2 and its directors contained  in this announcement. To  the best of the 
knowledge  and belief of such  directors (who have taken  all reasonable care to 
ensure  that such  is the  case), the  information relating  to Apollo 2 and its 
directors  contained in this document, for which they are solely responsible, is 
in  accordance with the  facts and does  not omit anything  likely to affect the 
import of such information. 
 
The  directors of Apollo 4 accept responsibility for the information relating to 
Apollo  4 and its directors contained  in this announcement. To  the best of the
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