OCTOPUS ECLIPSE VCT PLC

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000 (FSMA).

If you have sold or otherwise transferred all of your Shares in Octopus Eclipse VCT plc (the Company), please send this document and accompanying documents, as soon as possible, to the purchaser or transferee or to the stockbroker, independent financial adviser or other person through whom the sale or transfer was effected for delivery to the purchaser or transferee.

This document, which comprises a prospectus relating to the Company dated 28 September 2012, has been prepared in accordance with the prospectus rules made under Part VI of FSMA.

The Company, the Directors and the Proposed Directors, whose names appear on pages 36 and 37 of this document, accept responsibility for the information contained herein. To the best of the knowledge and belief of the Company, the Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Matrix Corporate Capital LLP, which is authorised and regulated in the United Kingdom by the FSA, is acting as sponsor for the Company and no-one else and will not be responsible to any other person for providing the protections afforded to customers of Matrix Corporate Capital LLP (subject to the responsibilities and liabilities imposed by FSMA and the regulatory regime established thereunder) in providing advice or in relation to any matters referred to in this document.

SGH Martineau LLP, which is regulated in the United Kingdom by the Solicitors Regulation Authority, is acting as legal adviser to the Company, Octopus Eclipse VCT 2 plc (Eclipse 2), Octopus Eclipse VCT 3 plc (Eclipse 3) and Octopus Eclipse VCT 4 plc (Eclipse 4) (Eclipse 2, Eclipse 3 and Eclipse 4, together the Target VCTs) and no-one else and will not be responsible to any other person for providing advice in connection with any matters referred to in this document.

OCTOPUS ECLIPSE VCT PLC

(Registered in England and Wales with registered number 05074325)

Prospectus

Relating to the issue of up to 170 million New Shares

in connection with:

.

the acquisition of the assets and liabilities of

Eclipse 2, Eclipse 3 and Eclipse 4; and

.

an enhanced buyback facility

The existing Shares issued by the Company are listed on the premium segment of the Official List of the UKLA and traded on the London Stock Exchange’s main market for listed securities. Application has also been made to the UKLA for the New Shares to be listed on the premium segment of the Official List and will also be made to the London Stock Exchange for such New Shares to be admitted to trading on its main market for listed securities. It is expected that such admission will become effective and that trading in the New Shares will commence within three business days of the allotment of such New Shares. The New Shares will rank pari passu with the existing issued Shares from the date of issue.

The attention of shareholders of the Company and the Target VCTs and new investors who are resident in, or citizens of, territories outside the United Kingdom is drawn to the information under the heading “Overseas Shareholders” in paragraph 5 of Part XI of this document. The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the New Shares to be issued pursuant to the Schemes and the Enhanced Buyback Facility have not and will not be registered under the United States Securities Act 1933 or the United States Investment Company Act 1990.

Persons receiving this document should carefully consider the risk factors on pages 11 and 12 of this document. A1: 1.1 A1: 2.1 A3: 1.1 A3: 1.2 A3: 10.1 A1: 5.1.1 A1: 5.1.2 A1: 5.1.4 A3: 6.1 A3: 6.2

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CONTENTS

SUMMARY 3

RISK FACTORS 11

EXPECTED TIMETABLES 13

DEFINITIONS 17

PART I MERGER OF THE COMPANY AND THE TARGET VCTS 22

PART II THE SCHEMES 25

PART III THE ENHANCED BUYBACK FACILITY 31

PART IV INFORMATION ON THE COMPANY 36

PART V THE INVESTMENT MANAGER 43

PART VI FINANCIAL INFORMATION ON THE COMPANY AND THE TARGET VCTS 45

PART VII PRO FORMA FINANCIAL INFORMATION 49

PART VIII INVESTMENT PORTFOLIOS AND PRINCIPAL INVESTMENTS OF THE

COMPANY AND THE TARGET VCTS 52

PART IX TAX POSITION OF SHAREHOLDERS 59

PART X TAX POSITION OF THE COMPANY 63

PART XI ADDITIONAL INFORMATION 65

PART XII ENHANCED BUYBACK FACILITY APPLICATION PROCEDURES AND

TERMS AND CONDITIONS 88

ENHANCED BUYBACK FACILITY APPLICATION FORM

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SUMMARY

Summaries are made up of disclosure requirements known as ‘Elements’. These Elements are numbered in Sections A to E.

This summary contains all of the Elements required to be included in a summary for the type of shares being issued pursuant to this Prospectus and the Company being a closed-ended investment fund. Some of the Elements are not required to be addressed and, as a result, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in this summary, it is possible that no relevant information can be given regarding that Element. In these instances, a short description of the Element is included, together with an appropriate ‘Not applicable’ statement.

A Introduction and Warnings

This summary should be read as an introduction to this Prospectus. Any decision to invest in the securities of the Company should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of Member States, have to bear the costs of translating this Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

B Issuer

B1 Legal and

commercial name

Octopus Eclipse VCT plc (“the Company”).

B2 Domicile / Legal form / Legislation / Country of incorporation

The Company is a public limited liability company which is registered in England and Wales with registered number 05074325.

The principal legislation under which the Company operates is CA 2006 (and regulations made thereunder).

B5 Group description Not applicable. The Company is not part of a group. B6 Material

Shareholders / Differing voting rights / Control

The Company does not have any material shareholders with different voting rights.

All Shareholders have the same voting rights in respect of the existing share capital of the Company.

As at 27 September 2012 (this being the latest practicable date prior to publication of this document), the Company is not aware of any person who, directly or indirectly, has or will have an interest in the capital of the Company or voting rights which is notifiable under UK law (under which, pursuant to CA 2006 and the Listing Rules and Disclosure and Transparency Rules of the FSA, a holding of 3% or more will be notified to the Company).

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B7 Selected financial information and statement of any significant changes

Certain selected historical information of the Company is set out below: Unaudited six months to 31 January 2012 Audited year ended 31 July 2011 Audited year ended 31 July 2010 Audited 14 month period ended 31 July 2009 Total profit/ (loss) on ordinary actitivities before taxation (£’000s) (1,804) (1,149) 1,801 (3,798)

Total net asset value return per Share (p) (5.7) (3.5) 5.7 (11.6) Dividends paid per Share (p) 4.0 7.0 10.0 12.0 Net assets (£’000s) 17,968 21,351 25,115 25,419

NAV per Share (p)

56.8 66.2 76.5 80.7

The Company’s net asset value per Share has fallen from 80.7p as at 31 July 2009 to 56.8p as at 31 January 2012 and dividends of 26.0p in aggregate were paid per Share between 1 December 2008 and 31 January 2012. As at 31 July 2012, the Company’s net asset value per Share (unaudited) was 49.4p.

B8 Key pro forma financial information

The Enlarged Company is expected to have net assets of approximately £43 million (assuming the proposed merger is completed based on the NAVs of the Companies as at 31 January 2012 (in respect of the Company, Eclipse 3 and Eclipse 4) and 31 July 2012 (in respect of Eclipse 2), adjusted for the payment of the Special Dividends, and after deducting the expenses of the Schemes and the Enhanced Buyback Facility.

This pro forma financial information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not represent the Company’s actual financial position or results.

B9 Profit forecast Not applicable. There are no profit forecasts in the Prospectus. B10 Qualifications in the

audit report

Not applicable. There were no qualifications in the audit reports for the three years ended 31 July 2009, 2010 and 2011.

B11 Insufficient working capital

Not applicable. The Company is of the opinion that its working capital is sufficient for its present requirements, that is for at least the twelve month period from the date of this document

B34 Investment objective and policy, including investment

restrictions

The investment objective of the Company is to invest in a broad range of AIM-quoted and UK smaller companies which meet the relevant criteria for VCTs in order to generate income and capital growth over the long-term.

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The Company’s investment policy has been designed to enable the Company to comply with the VCT qualifying conditions. It is intended that the long-term disposition of the Company’s assets will be not less than 80% in a portfolio of unquoted investments and up to 20% in cash or near-cash investments to provide a reserve of liquidity which will maximise the Company’s flexibility as to the timing of investment acquisitions and disposals, dividend payments and share buybacks. Investments will be structured using various unquoted investment instruments, including ordinary and preference shares, loan stocks and convertible securities, to achieve an appropriate balance of income and capital growth, having regard to the VCT legislation.

The portfolio will be diversified by investing in a broad range of industry sectors and by holding investments in companies at various stages of maturity in the corporate development cycle.

The normal investment holding period will be in the range from three to seven years. Any uninvested funds will typically be held in cash and money market funds.

The Company is subject to the investment restrictions relating to a venture capital trust in ITA 2007 and in the Listing Rules which specify that (i) the Company must, at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with its published investment policy; (ii) the Company must not conduct any trading activity which is significant in the context of its group as a whole; and (iii) the Company may not invest more than 10%, in aggregate, of the value of the total assets of the issuer at the time an investment is made in other listed closed-ended investment funds.

B35 Borrowing limits The Articles restrict borrowings to 50% of the adjusted capital and reserves as defined therein; the current policy however is that investments will normally be made using the shareholders’ funds and it is not intended that the Company will take on any long-term borrowings. As at the date of this document the Company has no borrowings.

B36 Regulatory status The Company is subject to the provisions of the Companies Act 2006 and UK law generally, its Shares are listed on the premium segment of the Official List and, as a qualifying VCT, it is subject to regulation by HMRC in order to retain such a status.

B37 Typical investor The typical investor for whom investment in the Company is designed is an individual retail investor aged 18 or over who is resident and a tax payer in the UK.

B38 Investments of 20% or more in a single company

Not applicable. The Company does not have any investments which represent more than 20% of its gross assets in a single company or group.

B39 Investments of 40% or more in a single company

Not applicable. The Company does not have any investments which represent more than 40% of its gross assets in a single company or group.

B40 Service providers Octopus receives an annual investment management fee of an amount equal to 2% of the net assets of the Company and an annual administration fee equal to 0.3% of the net assets of the Company (in each case, plus applicable VAT). These fee arrangements will continue to apply to the Enlarged Company, but will be across the enlarged net assets.

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Octopus is also entitled to performance related incentive fees once distributions in respect of each Share issued pursuant to the original launch prospectus issued by the Company and remaining in issue since launch have reached 45p in aggregate. Octopus will then be paid an amount (per Share in issue on a Payment Date) equal to 20% of the Increase in Value on the relevant Payment Date, subject to the Total Return exceeding the Hurdle Value on that Payment Date. For these purposes:

. Payment Date – means the date on which the Company publishes audited accounts in the years 2007 to 2015;

. Total Return – means the NAV per Share as at the Payment Date plus dividends paid or declared per Share in issue from launch; . Hurdle Value – means the Total Return on the date Shares were

first issued, increased by simple interest at an annual rate of 7% to the relevant Payment Date; and

. Increase in Value – means the amount by which the Total Return exceeds (i) the Total Return on the date Shares were first issued in respect of the Payment Date and (ii) thereafter, the Total Return on the Payment Date when the Hurdle Value was last exceeded.

The Board and Octopus have agreed that, subject to one or more of the Schemes becoming effective, the performance related incentive fee arrangement will be terminated. The Board will consider implementing a new performance related incentive fee arrangement with Octopus once the overall assets of the Enlarged Company have improved B41 Regulatory status of

Octopus

Octopus is the investment manager of the Company and also provides administration, secretarial and custodian services. Octopus is registered in England and Wales as a private limited company under number 03942880. Octopus is authorised and regulated by the Financial Services Authority, with registered number 194779.

B42 Calculation of net asset value

The Company’s net asset value is calculated at every quarter and published on an appropriate regulatory information service. If for any reason valuations are suspended, shareholders will be notified in a similar manner.

B43 Umbrella collective investment scheme

Not applicable. The Company is not part of an umbrella collective investment scheme.

B44 Absence of financial statements

Not applicable. The Company has commenced operations and published financial statements

B45 Investment portfolio The Company invests in a diversified portfolio of AIM-quoted and UK smaller companies in order to generate income and capital growth over the long-term. The investment focus will be on the provision of growth and development capital to companies which are profitable or on a clear path to profitability.

A summary of the Company’s portfolio is set out below:

Date of launch Funds raised since launch (£m) Unaudited net assets* (£m) NAV per share (p)* Number of venture capital investments* Carry value of the venture capital investments (£m)* April 2004 35.4 15.9 49.4 25 10.5

*Taken from the unaudited management accounts to 31 July 2012 for the Company.

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B46 Most recent net asset value per Share

As at 31 July 2012, the unaudited NAV per Share was 49.4p.

C Securities

C1 Description and class of securities

The securities being offered pursuant to the proposed merger and the Enhanced Buyback Facility are ordinary shares of 10p each (“New Shares”) (ISIN: GB00B00MKB60).

C2 Currency The Company’s share capital comprises ordinary shares of 10p each. C3 Shares in issue 32,091,513 ordinary shares of 10p each are in issue at the date of this document (all fully paid up). The maximum number of New Shares to be issued pursuant to the proposed merger and the Enhanced Buyback Facility is 170 million.

C4 Description of the rights attaching to the securities

The New Shares will rank equally in all respects with each other and with the existing Shares.

C5 Restrictions on transfer

The New Shares will be listed on the premium segment of the Official List and will be freely transferable.

C6 Admission Application has been made to the UK Listing Authority for the New Shares to be listed on the Official List and will be made to the London Stock Exchange for such shares to be admitted to trading on its main market for listed securities. It is anticipated that dealings in the New Shares will commence within three business days following allotment. C7 Dividend policy The dividend policy of the Company is to maintain a regular dividend flow where possible in order to take advantage of the tax free distributions a VCT is able to provide. The Company has paid an average annual dividend of 9.7p per Share over the last three years (ignoring the Special Dividend).

The Board intends to target annual dividends of 5% of NAV, plus further special distributions when realisations permit, following the proposed merger (subject to available cash, portfolio requirements, distributable reserves and applicable law at the relevant time).

D Risks

D1 Key information on the risks specific to the Company or its industry

Company

. There is no guarantee that the Enlarged Company will meet its objectives. The value of Shares can fluctuate and Shareholders may not get back the amount they invested, and there is no guarantee that dividends will be paid. The past performance of the Company, the Target VCTs and/or Octopus is no indication of future performance.

. Although the existing Shares are (and the New Shares to be issued will be) admitted to the premium segment of the Official List and are traded on the London Stock Exchange’s market for listed securities, the secondary market for VCT shares is generally illiquid and Shareholders may find it difficult to realise their investment. An investment in the Company should, therefore, be considered as a long-term investment.

. Whilst it is the intention of the Board that the Company will continue to be managed so as to qualify as a VCT, there can be no guarantee that such status will be maintained, which may result in adverse tax consequences.

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. 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 and may apply retrospectively which could affect tax reliefs obtained by Shareholders and the VCT status of the Company.

. Investment in unquoted companies, by its nature, involves a higher degree of risk than investment in companies listed on the Official List which could result in the value of such investment, and interest income and dividends therefrom reducing.

. The Company’s investments may be difficult, and take time, to realise. There may also be constraints imposed on the realisation of investments in order to maintain the VCT tax status of the Enlarged Company which may restrict the Enlarged Company’s ability to obtain maximum value from its investments.

D3 Key information on the risks specific to the securities

Merger

. Completion of any one Scheme is dependent upon a number of conditions precedent being fulfilled, including the approval of Shareholders. Whilst the Board has identified a number of potential benefits for the Enlarged Company, there is no certainty that these benefits will lead to improved prospects for the Enlarged Company. If one or more of the Schemes are not approved and effected, the full benefits of the Enlarged Company may not be realised.

. Shareholders may be adversely affected by the performance of the investments, whether acquired from the Target VCTs or made by the Company.

. Shareholders may be adversely affected by a change in the VCT status of the Company if a number of the investments acquired from Target VCTs, or the investments of the Company, are, or become, unable to meet VCT requirements.

Enhanced Buyback Facility

. Implementation of the Enhanced Buyback Facility is conditional on approval of Resolutions 5 and 10. The Enhanced Buyback Facility will be withdrawn if the requisite Resolutions are not approved.

. Participation in the Enhanced Buyback Facility in respect of Existing Shares which have not been held for five years will be subject to clawback by HMRC of any upfront income tax reliefs obtained on original subscription.

. In addition, there could be an income tax charge for Shareholders on any excess of the Tender Price above the original issue price for the Existing Shares that are bought back. Shareholders whose Existing Shares do not qualify for VCT reliefs may also be subject to a capital gains tax charge.

E Offer

E1 Merger net proceeds and expenses

If effected, the merger will result in an Enlarged Company with total net assets of approximately £40 million (after expected merger costs of approximately £387,500 and adjusting for the payment of the Special Dividends). The proposed merger will not, however, result in any proceeds actually being raised by the Company.

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Enhanced Buyback Facility net proceeds and expenses

The Enhanced Buyback Facility is not expected to have a material effect on the net assets of the Company as the Shares are repurchased and issued at equivalent prices (less costs amounting to 5% of the cost of Shares repurchased and any annual trail commission). The Enhanced Buyback Facility will not, however, result in any proceeds actually being raised by the Company. The Company is responsible for any annual trail commission payable as a result of the Enhanced Buyback Facility.

E2a Reasons for the merger

The Board considers that the proposed merger will bring a number of benefits to all of the groups of shareholders through:

. a reduction in annual running costs for the Enlarged Company compared to the aggregate annual running costs of the separate companies;

. the creation of a single VCT with a greater capital base over which to spread annual running costs;

. a greater focus to the objective of improving the investment performance;

. participation in a larger VCT with a more diversified portfolio, spreading the risk across a broader range of investments; . increasing the ability to support follow-on investments and new

investments; and

. the potential to enhance the ability to pay dividends and buy back shares in the future, as well as improve liquidity in the secondary market, as it is hoped that a larger vehicle will attract increased interest.

Reasons for the Enhanced Buyback Facility

The Enhanced Buyback Facility is an arrangement by which Shareholders can sell existing Shares in the Company and reinvest the proceeds in New Shares in the Company, on which upfront tax relief may then be available.

E3 Terms and conditions of the merger

The merger, the implementation of which is conditional on, inter alia, the passing of resolutions at the General Meeting will be effected as follows:

. each Target VCT will be placed into members’ voluntary liquidation pursuant to a scheme of reconstruction under Section 110 IA 1986; and

. all of the assets and liabilities of each Target VCT will be transferred to the Company in consideration for the issue of New Shares (which will be issued directly from the Company to the shareholders of the relevant Target VCT).

Illustrative merger example based on the net assets of the Companies as at 31 July 2012 (which includes an adjustment for the Special Dividends). Unaudited NAV (p) Roll-Over Values / Company Merger Value (p)

New Shares for every share held

Shares 49.4 38.1 -Eclipse 2 Shares 53.4 44.0 1.155092 Eclipse 3 Shares 47.2 38.8 1.020014 Eclipse 4 Shares 47.2 38.8 1.020493 A22: E1 A22: E2a A22: E2a A22: E3

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Terms and conditions of the Enhanced Buyback Facility

A summary of the terms of the Enhanced Buyback Facility, the implementation of which is conditional on, inter alia, the passing of resolutions at the General Meeting, are as follows:

. The Company is making a tender offer to all UK Shareholders on the register on 1 November 2012 to purchase up to 50% of the issued share capital as at that date.

. Implementation of the Enhanced Buyback Facility is conditional on the approval by Shareholders of certain resolutions to be proposed at the General Meeting. The Enhanced Buyback Facility will only be implemented to the extent the Company has sufficient distributable reserves (although the Board expects the Company to be able to implement the Enhanced Buyback Facility in full). . Shareholders eligible to participate may tender some or all of their

Existing Shares (subject to the above).

. The purchase will be subject to the participating Shareholder agreeing to reinvest all of the proceeds of sale in the purchase of New Shares.

. The purchase will be completed at a price equal to the most recently published net asset value per Share at the time of purchase.

. The reinvestment will be completed at a price equal to the most recently published net asset value per Share at the time of allotment, divided by 0.95.

E4 Description of any interest that is material to the issue

Not applicable. There are no interests that are material to the issue.

E5 Name of persons selling securities

Not applicable. No entity is selling securities in the Company.

E6 Amount and

percentage of dilution

If 170 million New Shares are issued in aggregate under the proposed merger and the Enhanced Buyback Facility, the existing 32,091,513 Shares would represent 15.9% of the enlarged issued share capital. E7 Expenses charged to

the investor

Not applicable. No expenses are charged to the investor by the Company.

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RISK FACTORS

Shareholders and prospective Shareholders should consider carefully the following risk factors in addition to the other information presented in this document. If any of the risks described below were to occur, it could have a material effect on the Company’s business, financial condition or results of operations. The risks and uncertainties described below (such as changes in legal, regulatory or tax requirements) are not the only ones the Company or Shareholders will face. Additional risks not currently known to the Company or the Board, or that the Company or the Board currently believe are not material, may also adversely affect the Company’s business, financial condition or results of operations. The value of the Shares could decline due to any of the risk factors described below and Shareholders could lose part or all of their investment. Shareholders and prospective Shareholders should consult an independent financial adviser authorised under FSMA. References to the Company should be taken as including the Enlarged Company.

Merger Related Risk Factors

Completion of the Schemes is dependent upon a number of conditions precedent being fulfilled, including the approval of Shareholders. Whilst the Board has identified a number of potential benefits for the Enlarged Company, there is no certainty that these benefits will lead to improved prospects for the Enlarged Company. If one or more of the Schemes are not approved and effected, the full benefits of the Enlarged Company may not be realised. Each Scheme is not conditional on the other Schemes being approved and the conditions precedent for the other Schemes being fulfilled. A Scheme will proceed independently and irrespective of the other Schemes.

Shareholders may be adversely affected by the performance of the investments, whether acquired from a Target VCT or made by the Company. The performance of the investments acquired from a Target VCT (as well as the investments of the Company) may restrict the ability of the Company following implementation of one or more of the Schemes to distribute any capital gains and revenue received on the investments transferred from a Target VCT to the Company (as well as the investments of the Company). Any gains (or losses) made on the investments of the Company will, following implementation of one or more of the Schemes, be shared amongst all the Shareholders pro rata to the number of Shares of that class then in issue.

Shareholders may be adversely affected by a change in the VCT status of the Company if a number of the investments acquired from a Target VCT or the investments of the Company are, or become, unable to meet VCT requirements.

Risks applicable to the Enhanced Buyback Facility

The Enhanced Buyback Facility is conditional on approval of Resolutions 5 and 11 to be proposed at the General Meeting. If the requisite Resolutions are not approved, the Enhanced Buyback Facility will be withdrawn. The Enhanced Buyback Facility will only be implemented to the extent the Company has sufficient distributable reserves (although the Board expects the Company to be able to implement the Enhanced Buyback Facility in full). The Enhanced Buyback Facility is not, however, conditional on the proposed merger.

Shareholders should note that participation in the Enhanced Buyback Facility will be considered, for tax purposes, as a disposal of the Existing Shares. Participation in the Enhanced Buyback Facility in respect of Existing Shares which have not been held for five years will, therefore, be subject to clawback by HMRC of any upfront income tax reliefs obtained on original subscription. In addition, there could be an income tax charge for Shareholders on any excess of the Tender Price above the original issue price for the Existing Shares that are bought back. Shareholders whose Existing Shares do not qualify for VCT reliefs may also be a subject to a capital gains tax charge.

Company Risk Factors

The value of Shares, and the income from them, can fluctuate and Shareholders may not get back the amount they invested when sold. In addition, there is no certainty that the market price of Shares in the Company will fully reflect their underlying NAV nor that any dividends will be paid. Shareholders in the Company should not rely upon any share buyback policy to offer any certainty of selling their Shares at prices that reflect the underlying NAV.

There is no guarantee that the Company will meet its objectives. The past performance of the Company, the Target VCTs and/or Octopus is no indication of future performance of the Company. The return

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received by Shareholders will be dependent on the performance of the underlying investments. The value of such investments, and interest income and dividends therefrom, may rise or fall and Shareholders may not get back the full amount invested.

The existing Shares have been (and it is anticipated that the New Shares to be issued will be) admitted to the premium segment of the Official List and are (or will be) traded on the London Stock Exchange’s market for listed securities. However, the secondary market for VCT shares is generally illiquid (which may be partly attributable to the fact that initial tax reliefs are not available for VCT shares bought in the secondary market and because VCT shares usually trade at a discount to NAV) and Shareholders may find it difficult to realise their investment. An investment in the Company should, therefore, be considered as a long-term investment.

Whilst it is the intention of the Board that the Company will continue to be managed so as to qualify as a VCT, there can be no guarantee that such status will be maintained. Failure to continue to meet the qualifying requirements could result in Shareholders losing the tax reliefs available for VCT shares, resulting in adverse tax consequences including, if the holding has not been held for the relevant holding period, a requirement to repay the tax reliefs obtained. Furthermore, should the Company lose its VCT status, dividends and gains arising on the disposal of Shares would become subject to tax and the Company would also lose its exemption from corporation tax on its capital gains.

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 and may apply retrospectively which may affect tax reliefs obtained by Shareholders and the VCT status of the Company.

Changes in legislation concerning VCTs in relation to what constitutes qualifying holdings and qualifying trades may limit the number of qualifying investment opportunities, reduce the level of returns which might otherwise be achievable or result in the Company not being able to meet its objectives.

If a Shareholder 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. For these purposes, the date of issue of the New Shares in the Enlarged Company issued pursuant to the Schemes will be the original date of issue of the relevant Target VCT’s shares in respect of which such New Shares in the Enlarged Company are issued. Any realised losses on the disposal of Shares cannot be used to create an allowable loss for capital gains tax purposes.

Investment in unquoted companies (including AIM-traded and PLUS market-traded companies), by its nature, involves a higher degree of risk than investment in companies listed on the Official List, which could result in the value of such investment, and interest income and dividends therefrom, reducing. In particular, small companies often have limited product lines, markets or financial resources and may be dependent for their management on a small number of key individuals and may be more susceptible to political, exchange rate, taxation and other regulatory changes and may not produce the hoped-for returns. In addition, the market for securities in smaller companies is less regulated and is usually less liquid than that for securities in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such securities. Full information for determining their value or the risks to which they are exposed may also not be available. Investment returns will, therefore, be uncertain and involve a higher degree of risk than investment in a company listed on the Official List.

Realisation of investments in unquoted companies may be difficult and may take considerable time. There may also be constraints imposed on the realisation of investments in order to maintain the VCT tax status of the Company which may restrict the Company’s ability to obtain maximum value from its investments. In addition, although the Company may receive customary venture capital rights in connection with some of its unquoted investments, as a minority investor it may not be in a position to fully protect its interests.

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EXPECTED TIMETABLES

EXPECTED TIMETABLE FOR THE COMPANY Schemes

Latest time for receipt of forms of proxy for the General Meeting

2.00 p.m. on 21 October 2012

General Meeting 2.00 p.m. on 23 October 2012

Calculation Date after 5.00 p.m. on 30 October 2012

Effective Date for the transfer of the assets and liabilities of the Target VCTs to the Company and the issue of New Shares pursuant to the

Schemes*

31 October 2012

Announcement of the results of the Schemes 31 October 2012

Dealings in Shares to take place ex the Special Dividend

1 November 2012

Admission of and dealings in New Shares issued pursuant to the Schemes to commence

1 November 2012

CREST accounts credited with New Shares issued pursuant to the Schemes

1 November 2012

Certificates for New Shares issued pursuant to the Schemes dispatched

5 November 2012

Payment of the Special Dividend 16 November 2012

Enhanced Buyback Facility

Enhanced Buyback Facility Record Date 5.00 p.m. on 1 November 2012

Enhanced Buyback Facility opens 2 November 2012

Enhanced Buyback Facility closes noon on 28 December 2012

Purchase of existing Shares and issue of New Shares pursuant to the Enhanced Buyback Facility

14 January 2013

Announcement of the results of the Enhanced Buyback Facility

14 January 2013

Admission of and dealings in New Shares issued pursuant to the Enhanced Buyback Facility commence

15 January 2013

Certificates for New Shares issued pursuant to the Enhanced Buyback Facility dispatched

22 January 2013

(The Directors reserve the right to amend or extend these dates at their discretion.)

A3: 5.10 A3: 4.7 A3: 5.1.8 A3: 5.3.2 A3: 5.1.9 A3: 4.7 A3: 5.1.8

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EXPECTED TIMETABLE FOR ECLIPSE 2 Date from which it is advised that dealings in Eclipse 2 Shares should only be for cash settlement and immediate delivery of documents of title

12 October 2012

Latest time for receipt of forms of proxy for the Eclipse 2 First General Meeting

2.30 p.m. on 21 October 2012

Eclipse 2 First General Meeting 2.30 p.m. on 23 October 2012

Latest time for receipt of forms of proxy for the Eclipse 2 Second General Meeting

1.00 p.m. on 29 October 2012

Eclipse 2 register of members closed 30 October 2012

Record Date for Eclipse 2 Shareholders’ entitlements

5.00 p.m. on 30 October 2012

Dealings in Eclipse 2 Shares suspended 7.30 a.m. on 31 October 2012

Eclipse 2 Second General Meeting 1.00 p.m. on 31 October 2012

Effective Date for the transfer of the assets and liabilities of Eclipse 2 to the Company and the issue of New Shares pursuant to the Eclipse 2 Scheme

31 October 2012

Announcement of the results of the Eclipse 2 Scheme

31 October 2012

Payment of the Eclipse 2 Special Dividend 16 November 2012

Cancellation of the Eclipse 2 Shares’ listing 8.00 a.m. on 29 November 2012 (The last trading date for the Eclipse 2 Shares will be 30 October 2012. See the timetable for the Company with regard to admission, CREST accounts being credited and certificates being dispatched.)

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12 October 2012

3.00 p.m. on 21 October 2012

1.30 p.m. on 29 October 2012

Eclipse 3 Register of Members closed 30 October 2012

5.00 p.m. on 30 October 2012

31 October 2012

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12 October 2012

3.30 p.m. on 21 October 2012

2.00 p.m. on 29 October 2012

Eclipse 4 Register of Members closed 30 October 2012

5.00 p.m. on 30 October 2012

31 October 2012

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DEFINITIONS

“Acquisition Price” the price at which a participating Shareholder in the Enhanced Buyback Facility acquired their Existing Shares

“Admission” the New Shares allotted pursuant to the Schemes and the Enhanced Buyback Facility being listed on the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange’s market for listed securities

“AIM” the Alternative Investment Market, a market operated by the London Stock Exchange

“Articles” the articles of association of the Company, as amended from time to time

“Basic Entitlement” the entitlement of each existing Shareholder to tender 50% of their Existing Shares, rounded down to the nearest whole number

“Board” the board of directors of the Company

“Broker” Matrix Corporate Capital LLP (or such other broker as the Company may appoint to act as its agent to implement the Enhanced Buyback Facility)

“Business Days” any day (other than a Saturday) on which clearing banks are open for normal banking business in Sterling (and each a “Business Day”) “CA 1985” the Companies Act 1985, as amended from time to time

“CA 2006” the Companies Act 2006, as amended from time to time

“Calculation Date” the date on which the Roll-Over Values and the Company Merger Value will be calculated, anticipated as being after the close of business on 30 October 2012

“Capita Registrars” a trading name of Capita Registrars Limited

“Circular” the circular to the Company’s Shareholders dated 28 September 2012

“Companies” the Company and the Target VCTs

“Company” Octopus Eclipse VCT plc

“Company Merger Value” the value of a Share calculated in accordance with Part II of this document

“CREST” the central securities depository for the UK markets “Directors” the directors of the Company (and each a “Director”) “Disclosure & Transparency

Rules”

the disclosure and transparency rules of the FSA

“Eclipse 2” Octopus Eclipse VCT 2 plc

“Eclipse 2 Board” the board of directors of Eclipse 2 “Eclipse 2 First General

Meeting”

the general meeting of Eclipse 2 to be held on 23 October 2012

“Eclipse 2 Meetings” the Eclipse 2 First General Meeting and the Eclipse 2 Second General Meeting

“Eclipse 2 Roll-Over Value” the value of an Eclipse 2 Share calculated in accordance with Part II of this document

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“Eclipse 2 Scheme” the proposed merger of the Company with Eclipse 2 by means of placing Eclipse 2 into members’ voluntary liquidation pursuant to Section 110 of IA 1986 and the acquisition by the Company of all of Eclipse 2’s assets and liabilities in consideration for New Shares, further details of which are set out in Part II of this document “Eclipse 2 Second General

Meeting”

“Eclipse 2 Shareholders” holders of Eclipse 2 Shares (and each an “Eclipse 2 Shareholder”) “Eclipse 2 Shares” ordinary shares of 10p each in the capital of Eclipse 2 (and each an

“Eclipse 2 Share”)

“Eclipse 2 Special Dividend” the special dividend to be paid by Eclipse 2 of 9.0p per Eclipse 2 Share, conditional on the Eclipse 2 Scheme becoming effective “Eclipse 2 Transfer

Agreement”

the agreement between the Company and Eclipse 2 (acting through the Liquidators) for the transfer of all of the assets and liabilities of Eclipse 2 by the Liquidators to the Company pursuant to the Eclipse 2 Scheme

Meeting”

“Eclipse 3 Shareholders” holders of Eclipse 3 Shares (and each an “Eclipse 3 Shareholder”) “Eclipse 3 Shares” ordinary shares of 10p each in the capital of Eclipse 3 (and each an

Agreement”

Meeting”

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Meeting”

“Eclipse 4 Shareholders” holders of Eclipse 4 Shares (and each a “Eclipse 4 Shareholder) “Eclipse 4 Shares” ordinary shares of 10p each in the capital of Eclipse 4 (and each a

Agreement”

“EEA States” the member states of the European Economic Area

“Effective Date” the date on which the Schemes will become effective, anticipated as being 31 October 2012

“Enhanced Buyback Facility” the enhanced buyback facility contained in this document “Enhanced Buyback Facility

Application Form”

the application form at the end of this document to be used by Shareholders in respect of the Enhanced Buyback Facility

“Enhanced Buyback Facility Record Date”

the record date to which Shareholders’ entitlements will be allocated pursuant to the Enhanced Buyback Facility, this being 5.00 p.m. on 1 November 2012

“Enlarged Company” the Company, following implementation of one or more of the Schemes

“Existing Shares” Shares on the register on 1 November 2012, (and each an “Existing Share”)

“FSA” the Financial Services Authority

“FSMA” the Financial Services and Markets Act 2000, as amended

“General Meeting” the general meeting of the Company to be held on 23 October 2012 “Half-Yearly Report” the half-yearly report for the Company for the six month period

ended 31 January 2012

“HMRC” Her Majesty’s Revenue & Customs

“IA 1986” the Insolvency Act 1986, as amended

“Issue Price” the price at which New Shares will be issued by the Company pursuant to the Enhanced Buyback Facility

“ITA 2007” the Income Tax Act 2007, as amended

“Liquidators” William Duncan and Sarah Louise Burge, RSM Tenon Limited, 2 Wellington Place, Leeds LS1 4AP, being the proposed liquidators for each of the Target VCTs

“Listing Rules” the listing rules of the UKLA “London Stock Exchange” London Stock Exchange plc

“Memorandum” the memorandum of association of the Company

“Merger Regulations” the Venture Capital Trusts (Winding-up and Mergers) (Tax) Regulations 2004

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“NAV” or “net asset value” net asset value

“New Shares” Shares to be issued by the Company pursuant to the Schemes and the Enhanced Buyback Facility (and each a “New Share”)

“Octopus” Octopus Investments Limited

“Octopus Titan VCTs” Octopus Titan VCT 1 plc, Octopus Titan VCT 2 plc, Octopus Titan VCT 3 plc, Octopus Titan VCT 4 plc and Octopus Titan VCT 5 plc “Official List” the official list of the UKLA

“Overseas Shareholders” Shareholders other than UK Shareholders

“PLUS” a prescribed market for the purposes of Section 118 of FSMA and a recognised investment exchange operated by PLUS Markets Group plc

“Proposed Directors” David Lambert and Alex Hambro (and each a “Proposed Director”)

“Prospectus” this document

“Qualifying Company” a company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007

“Qualifying Investment” an investment in a Qualifying company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007

“Qualifying Investor” an individual aged 18 or over who satisfies the conditions of eligibility for VCT tax reliefs

“Receiving Agent” Capita Registrars Limited

“Record Date” the record date to which entitlements will be allocated pursuant to the Schemes, anticipated as being 5.00 p.m. on 30 October 2012 “Resolutions” the resolutions to be proposed at the General Meeting (and each a

“Resolution”)

“Roll-Over Values” the Eclipse 2 Roll-Over Value, the Eclipse 3 Roll-Over Value and the Eclipse 4 Roll-Over Value

“RPI” Retail Prices Index

“Schemes” the Eclipse 2 Scheme, the Eclipse 3 Scheme and the Eclipse 4 Scheme (and each a “Scheme”)

“Shareholders” holders of Shares (and each a “Shareholder”)

“Shares” ordinary shares of 10p each in the capital of the Company (ISIN GB00B00MKB60) (and each a “Share”)

“Special Dividend” the special dividend to be paid by the Company of 11.0p per Share, conditional on one or more of the Schemes becoming effective “Special Dividends” the Special Dividend and the Target VCTs’ Special Dividends “Target VCT First General

Meeting”

the Eclipse 2 First General Meeting or the Eclipse 3 First General Meeting or the Eclipse 4 First General Meeting, as the context permits

“Target VCT Meetings” in respect of a Target VCT, the relevant Target VCT First General Meeting and the relevant Target VCT Second General Meeting to be held on 23 October 2012 and 31 October 2012 respectively “Target VCT Second General

Meeting”

the Eclipse 2 Second General Meeting or the Eclipse 3 Second General Meeting or the Eclipse 4 Second General Meeting, as the context permits

“Target VCT Share” an Eclipse 2 Share or an Eclipse 3 Share or an Eclipse 4 Share, as the context permits (together “Target VCT’ Shares”)

A3: 4.1 A3 4.4

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“Target VCTs” Eclipse 2, Eclipse 3 and Eclipse 4 (and each a “Target VCT”) “Target VCTs’ Circular” the joint circular issued by the Target VCTs to the Target VCTs’

Shareholders

“Target VCTs’ Shareholders” Eclipse 2 Shareholders, Eclipse 3 Shareholders and Eclipse 4 Shareholders (and each a “Target VCTs’ Shareholder”)

“Target VCTs’ Special Dividends”

the Eclipse 2 Special Dividend, the Eclipse 3 Special Dividend and the Eclipse 4 Special Dividend

“TCGA 1992” Taxation of Chargeable Gains Act 1992, as amended

“Tender Price” the price at which New Shares will be purchased from Shareholders by the Company pursuant to the Enhanced Buyback Facility

“UK” the United Kingdom

“UK Shareholder” a Shareholder who is resident in, or a citizen of, the UK “UKLA” or “UK Listing

Authority”

the UK Listing Authority, being the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000

“United States” or “US” the United States of America, its states, territories and possessions including the District of Columbia

“VCT” or “venture capital trust” a company satisfying the requirements of Chapter 3 of Part 6 of ITA 2007 for venture capital trusts

“VCT Value” the value of an investment calculated in accordance with Section 279 of ITA 2007

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PART I

MERGER OF THE COMPANY AND THE TARGET VCTS

Introduction

The Board considers that the interests of the shareholders of the Company and the Target VCTs will be better served by a single, larger VCT. The most cost-effective way to achieve this is to complete a merger with the Target VCTs by placing the Target VCTs into members’ voluntary liquidations and for all of their assets and liabilities to be transferred to the Company in exchange for the issue of New Shares to the Target VCTs’ Shareholders. The New Shares to be issued pursuant to the Schemes are not being offered to the existing Shareholders of the Company or the public, save as may be the case in connection with the Schemes.

Background

VCTs are required to be listed on the premium segment of the Official List, which involves a significant level of listing costs as well as related fees to ensure they comply with all relevant legislation. A larger VCT should be better placed to spread such running costs across a larger asset base and facilitate better liquidity management and, as a result, may be able to maximise investment opportunities and sustain a higher level of dividends to shareholders over its life.

In September 2004, the Merger Regulations were introduced allowing VCTs to be acquired by, or merge with, each other without prejudicing the VCT tax reliefs obtained by their shareholders. A number of VCTs have taken advantage of these regulations to create larger VCTs for economic and administration efficiencies, as well as to improve portfolio diversification.

The separate ‘Eclipse’ named VCTs were originally established so as to provide the ability to access larger deals through co-investment. As a result, 93.9% of the aggregate portfolio across the Companies is represented by venture capital investments held by two or more of the Companies as at 31 July 2012 (this representing £30.8 million out of the aggregate £32.8 million of venture capital investments). As the portfolios of the Companies are now materially invested, and due to the changes made to the VCT investment limits and size tests (in particular, the removal of the £1 million investment limit per VCT), the benefit of ‘sister’ VCTs is now significantly reduced.

With the above in mind, the Board and the boards of the Target VCTs have been considering a potential merger of the Companies and they announced on 16 August 2012 that such terms had been agreed in principle to create a single, larger VCT.

The proposed merger follows discussions with Octopus concerning the future direction and performance of the Companies. The proposed merger of the Companies is expected to deliver cost savings and will, if effected, result in an Enlarged Company with total net assets of approximately £40 million. Based on the estimated costs of the merger (being £387,500) and the expected annual cost savings for the Enlarged Company (being £284,000), the Board believes that the costs of the merger would be recovered within 17 months. Equally important to the tangible benefit of cost savings and improved administrative efficiency, the proposed merger is also intended to bring a number of other strategic benefits to all sets of shareholders and a greater focus to the Enlarged Company’s objective of improving, in the longer run, the investment performance.

The Schemes

The mechanism by which the proposed merger will be completed is as follows:

. each Target VCT will be placed into members’ voluntary liquidation pursuant to a scheme of reconstruction under Section 110 IA 1986; and

. all of the assets and liabilities of each Target VCT will be transferred to the Company in consideration for the issue of New Shares (which will be issued directly to the shareholders of the relevant Target VCT).

In respect of each Scheme, the New Shares to be issued will be calculated on a relative net asset value basis. The relative net asset values will be the unaudited net asset values of the Companies as at the Calculation Date (this being 30 October 2012), adjusted to take into consideration each company’s allocation of the estimated merger costs.

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Had the Schemes been completed based on the illustrations set out in Part II of this document (which are based on the unaudited net asset values of the Companies’ shares as at 31 July 2012, which is prior to the payment of the Special Dividends), the number of New Shares that would have been issued are as follows for every existing Target VCT Share held:

Number of New Shares

Eclipse 2 1.155092

Eclipse 3 1.020014

Eclipse 4 1.020493

Each Scheme is not conditional on the other Schemes and will proceed independently and irrespective of the other Schemes. Each Scheme will require the approval by the shareholders of the Company and the relevant Target VCT of the relevant resolutions to be proposed at the General Meeting and the relevant Target VCT Meetings respectively, as well as the other conditions set out in Part II of this document applicable to the relevant Scheme.

The merger will, if effected, result in the creation of an enlarged company and should result in savings in running costs and simpler administration. As all of the Companies have the same investment policies, a number of common investments and are managed by Octopus, this is achievable without material disruption to the Companies and their combined portfolio of investments.

The Board considers that the proposed merger will bring a number of benefits to all of the groups of shareholders through:

. a reduction in annual running costs for the Enlarged Company compared to the aggregate annual running costs of the separate Companies;

. the creation of a single VCT of a more economically efficient size with a greater capital base over which to spread annual running costs;

. a greater focus to the objective of improving the investment performance in the longer term, in particular, through the agreed investment strategy for the Enlarged Company;

. participation in a larger VCT with the longer term potential for a more diversified portfolio, thereby spreading the portfolio risk across a broader range of investments;

. increasing the ability to support follow-on investments and new investments in the future due to the increased size and reduced running costs of the Enlarged Company; and

. the potential to enhance the ability to pay dividends and buy back shares in the future due to the increased size and reduced running costs of the Enlarged Company, as well as improve liquidity in the secondary market, as it is hoped that a larger vehicle will attract increased interest.

Further information is set out in Part VII of this document on the expected financial position of the Enlarged Company had the merger by way of the Schemes been implemented as at 31 January 2012. Cost Savings

The Board and the boards of the Target VCTs’ consider that the level of continued administrative annual running costs of the individual Companies can be substantially reduced through the proposed merger resulting in benefits for all groups of shareholders. Annual running costs, excluding investment management fees, for the Companies are as follows:

Unaudited net assets (£)* Annual running costs (£)** Percentage of unaudited net assets (%) Company 15,866,366 214,930 1.4 Eclipse 2 9,934,316 149,015 1.5 Eclipse 3 12,008,843 108,080 0.9 Eclipse 4 12,019,060 108,172 0.9

* Taken from the unaudited management accounts to 31 July 2012 for the Companies (other than Eclipse 2) and the unaudited half-yearly report for the six month period to 31 July 2012 for Eclipse 2.

A3: 5.3.1

A3: 5.1.1 A3: 5.1.2

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** Annual running costs for the Companies for the 12 months to 31 July 2012 (these being the annual running costs of the relevant company excluding annual management fees, performance incentive fees and exceptional items, but taking into account any annual expenses costs cap).

To the extent not all of the Schemes are completed, the benefits of the Enlarged Company may not be fully realised (in particular, the annual costs savings would be reduced accordingly).

The aggregate anticipated cost of undertaking the proposed merger is approximately £387,500 including VAT, legal and professional fees, stamp duty and the costs of winding up the Target VCTs. The costs of the merger will be split proportionately between the Companies by reference to their respective merger net assets (ignoring merger costs). Completion of the three Schemes at the same time results in the aggregate merger costs (and, therefore, the Company’s estimated allocation of such costs) being lower per VCT than separate mergers being completed with the Companies or other single VCTs (i.e. there are economies of scale from merging four VCTs in one transaction). Each of the Companies will continue to be responsible for its allocation of the estimated merger costs whether or not a particular Scheme is approved and becomes effective.

On the assumption that the net assets of the Enlarged Company will remain the same immediately after the proposed merger, the reduction in the annual running costs (ignoring annual management fees, performance incentive fees and exceptional items) for the Enlarged Company are estimated to be at least £284,000 per annum; in particular, through the reduction in directors’ and advisers’ fees, audit fees, secretarial fees, printing costs and listing fees, as well as other fixed costs. This would represent approximately 0.71% per annum of the expected net assets of the Enlarged Company. On this basis, and assuming that no new funds were to be raised or investments realised to meet annual costs, the Board believes that the costs of the proposed merger would be recovered within 17 months.

Special Dividends

The Board has declared a special dividend, conditional on one or more of the Schemes becoming effective. The Target VCTs have also each declared special dividends, subject to their respective Schemes becoming effective. The amount of these Special Dividends are as follows:

Special dividend per share

Company 11.0p

Eclipse 2 9.0p

Eclipse 3 8.0p

Eclipse 4 8.0p

The Special Dividends are, if they become payable, expected to be paid on 16 November 2012 to the shareholders on the register of the relevant company on 30 October 2012 (i.e. prior to the Schemes becoming effective). These Special Dividends will allow the cash available within each company to be distributed to its respective shareholders prior to the Schemes becoming effective. The Merger Value and the Roll-Over Values will be adjusted accordingly to take into account the payment of these Special Dividends as they will be unpaid as at the Calculation Date.

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PART II THE SCHEMES

The definitions set out on pages 17 to 21 of this document shall have the same meanings when used in the context of this Part II.

Eclipse 2 Scheme

Conditions of the Eclipse 2 Scheme The Eclipse 2 Scheme is conditional upon:

. the passing of Resolutions 1 and 2 to be proposed at the General Meeting;

. notice of dissent not having been received from Eclipse 2 Shareholders holding more than 10% in nominal value of Eclipse 2’s entire issued share capital under Section 111 of IA 1986; and . the passing of the resolutions to be proposed at the Eclipse 2 Meetings.

Subject to the above, the Eclipse 2 Scheme shall become effective immediately after the passing of the special resolution for the winding up of Eclipse 2 to be proposed at the Eclipse 2 Second General Meeting. If it becomes effective, the Eclipse 2 Scheme shall be binding on all Shareholders (including dissenting Eclipse 2 Shareholders) and all persons claiming through or under them.

Eclipse 2 Roll-Over Value

The Eclipse 2 Roll-Over Value will be calculated as: A – (B + C)

D where:

A = the unaudited net assets of Eclipse 2 as at the Calculation Date (this being the unaudited net assets of Eclipse 2 as at 30 September 2012 (taken from the Eclipse 2 unaudited management accounts to that date)), plus (i) any increase/decrease in the valuation of an investment held by Eclipse 2 where there has been an event in the period between 30 September 2012 and the Calculation Date which requires a revaluation of the investment in accordance with Financial Reporting Standards 26 ‘Financial Instruments: Measurement’ (IAS39) and using International Private Equity and Venture Capital Valuation Guidelines, (ii) any material increase/decrease in the cash position and/or debtors and/or the creditors of Eclipse 2 between 30 September 2012 and the Calculation Date, and (iii) any adjustment that both the Eclipse 2 Board and the Board consider appropriate to reflect any other actual or contingent benefit or liability of Eclipse 2 (including the Eclipse 2 Special Dividend);

B = Eclipse 2’s pro rata proportion (by reference to the Roll-Over Values and the Company Merger Value, but ignoring merger costs) of the costs of the Schemes plus £10,000 (representing an amount of contingency to cover any unforeseen additional costs attributable to Eclipse 2 incurred by the Company, which will indemnify the Liquidators in respect of all costs of Eclipse 2 following the transfer on the Effective Date);

C = the amount estimated to be required to purchase the holdings of Eclipse 2 Shares from dissenting Eclipse 2 Shareholders; and

D = the number of Eclipse 2 Shares in issue as at close of business on the Record Date (save for any Eclipse 2 Shares held by dissenting Eclipse 2 Shareholders).

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Company Merger Value

The Company Merger Value will be calculated as: E – F

G where:

E = the unaudited net assets of the Company as at the Calculation Date (this being the unaudited net assets of the Company as at 30 September 2012 (taken from the Company’s unaudited management accounts to that date)), plus (i) any increase/decrease in the valuation of an investment held by the Company where there has been an event in the period between 30 September 2012 and the Calculation Date which requires a revaluation of the investment in accordance with Financial Reporting Standards 26 ‘Financial Instruments: Measurement’ (IAS39) and using International Private Equity and Venture Capital Valuation Guidelines, (ii) any material increase/decrease in the cash position and/or debtors and/or the creditors of the Company between 30 September 2012 and the Calculation Date and (iii) any adjustment that both the Board and the Eclipse 2 Board consider appropriate to reflect any other actual or contingent benefit or liability of the Company (including the Special Dividend);

F = the Company’s pro rata proportion (by reference to the Roll-Over Values and the Company Merger Value, but ignoring merger costs) of the costs of the Schemes; and

G = the number of Shares in issue as at close of business on the Record Date. New Shares to be issued to Eclipse 2 Shareholders.

The number of New Shares to be issued to Eclipse 2 Shareholders (save for any dissenting Eclipse 2 Shareholders) will be calculated as follows:

H I

( )

X J where:

H = the Eclipse 2 Roll-Over Value; I = the Company Merger Value; and

J = the number of Eclipse 2 Shares in issue as at close of business on the Record Date (save for any Eclipse 2 Shares held by dissenting Eclipse 2 Shareholders).

Eclipse 2 Scheme Illustration

As at 31 July 2012, the unaudited NAV of an Eclipse 2 Share (taken from the Eclipse 2 unaudited half-yearly report for the six month period ended 31 July 2012) was 53.4p. The Eclipse 2 Roll-Over Value (had the proposed merger been completed on that date and calculated as set out above, which includes an adjustment for the Eclipse 2 Special Dividend) would have been 44.0p (assuming no dissenting Eclipse 2 Shareholders).

As at 31 July 2012, the unaudited NAV of a Share (taken from the Company’s unaudited management accounts to that date) was 49.4p. The Company Merger Value (had the proposed merger been completed on that date and calculated as set out above, which includes an adjustment for the Special Dividend) would have been 38.1p.

The number of New Shares that would have been issued to Eclipse 2 Shareholders (had the proposed merger been completed on that date and calculated as set out above) would be 21,477,551 (1.155092 New Shares for every Eclipse 2 Share held).

Eclipse 3 Scheme

Conditions of the Eclipse 3 Scheme The Eclipse 3 Scheme is conditional upon: