+----------------+ 
Notes to the Half-Yearly Report 
 
 
1.         Basis of preparation 
The unaudited half-yearly results which cover the six months to 31 August 2012 
have been prepared in accordance with the Accounting Standards Board's (ASB) 
statement on half-yearly financial reports (July 2007) and adopting the 
accounting policies set out in the statutory accounts of the Company for the 
period ended 29 February 2012, which were prepared under UK GAAP and in 
accordance with the Statement of Recommended Practice for Investment Companies 
issued by the Association of Investment Companies in January 2009. 
2.         Publication of non-statutory accounts 
The unaudited half-yearly results for the six months ended 31 August 2012 do not 
constitute statutory accounts within the meaning of s.415 of the Companies Act 
2006. The comparative figures for the period ended 29 February 2012 have been 
extracted from the audited financial statements for that period, which have been 
delivered to the Registrar of Companies. The independent auditor's report on 
those financial statements, in accordance with chapter 3, part 16 of the 
Companies Act 2006, was unqualified. This half-yearly report has not been 
reviewed by the Company's auditor. 
3.         Earnings per share 
The earnings per share at 31 August 2012 is calculated on the basis of 
52,145,218 (31 August 2011: 52,214,787 and 29 February 2012: 52,192,487) shares, 
being the weighted average number of shares in issue during the period. 
There are no potentially dilutive capital instruments in issue and, therefore, 
no diluted return per share figures are relevant. The basic and diluted earnings 
per share are therefore identical. 
4.         Net asset value per share 
The net asset value per share is calculated on the basis of 52,145,218 (31 
August 2011: 52,214,787 and 29 February 2012: 52,145,218) shares in issue at 
that date. 
 
5.         Principal Risks and Uncertainties 
The Company's assets consist of equity and fixed-rate interest investments, cash 
and liquid resources. Its principal risks are therefore market risk, credit risk 
and liquidity risk. Other risks faced by the Company include economic, loss of 
approval as a VCT, investment and strategic, regulatory, reputational, 
operational and financial risks. These risks, and the way in which they are 
managed, are described in more detail in the Company's Annual Report and 
Accounts for the period ended 29 February 2012. The Company's principal risks 
and uncertainties have not changed materially since the date of that report. 
 
6.         Contingencies, guarantees and financial commitments 
Under the terms of the Investment Management agreement, Octopus is entitled to 
an annual management fee of 2.0% of net assets.  However, the annual management 
fee will be rolled up (without interest) and will only be paid to Octopus once 
shareholders have received dividends and distributions during the life of the 
Company totalling or exceeding 105p per share.  Octopus will only be entitled to 
receive an annual management fee for the period from the date on which shares 
are first allotted under the Offer until the date on which the general meeting 
is held (expected to be in August 2015) at which shareholders will be asked to 
approve a motion regarding the future of the company. 
 
In view of the early stage of the investment process, the Directors do not 
currently believe there is sufficient certainty that any management fee will be 
paid, and have therefore made no accrual in respect of any fee potentially 
payable. In relation to management fees, there was a contingent liability of 
 GBP2,450,000 as at 31 August 2012 (29 February 2012:  GBP1,950,000). 
 
Provided that an intermediary continues to act for a shareholder and the 
shareholder continues to be the beneficial owner of the shares, intermediaries 
will be paid an annual trail commission up to 0.5% of the initial net asset 
value. Trail commission of  GBP120,000 was paid during the six month period to 31 
August 2012 (31 August 2011:  GBP314,000 and 29 February 2012:  GBP433,000) and there 
was  GBPnil outstanding at the period end. 
 
There were no further contingencies, guarantees or financial commitments as at 
31 August 2012 (31 August 2011: none and 29 February 2012: none). 
 
7.         Related Party Transactions 
Martijn Kleibergen, a non-executive director of Octopus VCT plc, is an employee 
of Octopus Investments Limited. Octopus VCT plc has employed Octopus throughout 
the period as Investment Manager. Octopus VCT plc has paid Octopus  GBPnil in the 
period as a management fee and there is  GBPnil outstanding at the balance sheet 
date. 
The fee in respect of the accounting and administrative services, charged at 
0.3% of the net asset value, is 
payable quarterly in arrears and is calculated at annual intervals as at 28 
February. 
 
In addition, Octopus also provides secretarial services for an additional fee of 
 GBP15,000 per annum. 
7.         Copies of this statement will be made available to all shareholders. 
Copies are also available from the registered office of the Company at 20 Old 
Bailey, London, EC4M 7AN, and will also be available to view on the Investment 
Manager's website at www.octopusinvestments.com. 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Octopus VCT PLC via Thomson Reuters ONE 
[HUG#1648477]
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