TIDMBMD
RNS Number : 6418U
Baronsmead Second Venture Trust PLC
24 November 2023
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED
STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS.
Baronsmead Second Venture Trust plc
24 November 2023
Publication of a Prospectus and Offer for Subscription
Baronsmead Second Venture Trust plc and Baronsmead Venture Trust
plc have today published a prospectus (the "Prospectus") in
relation to offers for subscription to raise up to GBP30 million in
aggregate with the discretion to utilise over-allotment facilities
to raise up to a further GBP20 million in aggregate (the "Offers"
and each an "Offer").
Full details of the Offers are contained in the Prospectus. Each
Offer will open to Applications at 9.00 a.m. on 4 December 2023. In
order for New Shares to be issued in relation to the 2023/24 tax
year fully completed Applications must be received by 12 noon on 21
March 2024 in respect of Applications via cheque and by 9.00 a.m.
on 25 March 2024 in respect of Applications via bank transfer, in
order to allow time for funds to clear. If the Offer is not fully
subscribed by 3 April 2024, the Directors reserve the right to
allow the Offer to remain open for at least part of the 2024/25 tax
year.
Applications under an Offer will be processed on a 'first-come,
first-served' basis, subject always to the discretion of the
relevant Company's Board. For these purposes 'first-come,
first-served' shall be assessed based on the date and time of
receipt of a fully completed Application, subject to receipt of the
Application Amount (in full) in cleared funds within three business
days thereafter to retain the Applicant's position of priority. If
the Application Amount is not received within such time, the
relevant date and time shall be when such monies are received in
cleared funds.
Early Bird Discount
The Investment Manager has agreed to discount the Offer Costs by
0.75 per cent. for Existing Shareholders and by 0.5 per cent. for
New Investors in respect of Applications accepted (including
receipt of cleared funds by the Receiving Agent) on or before 9
a.m. on 8 January 2024, subject to a maximum aggregate Application
Amount qualifying for this discount of GBP7.5 million per
Company.
Smaller related party transaction
In connection with the Offer, BSVT has entered into an offer
agreement with the Investment Manager (Gresham House Asset
Management Limited) pursuant to which BSVT will pay the Investment
Manager, in consideration for administering the BSVT Offer, a fee
of an amount equal to 4.5 per cent. of aggregate accepted
Application Amounts in respect of the BSVT Offer less an amount
equal to the sum of:
-- 1.5 per cent. of the aggregate accepted Application Amounts
received from Applicants under the BSVT Offer who have subscribed
through a Financial Intermediary, who are not Professional Clients
of the Financial Intermediary, and who have received advice in
relation to their Application for New Shares;
-- 1.0 per cent. of the aggregate accepted Application Amounts
received from Applicants under the BSVT Offer who have not
subscribed through a Financial Intermediary (i.e. Applicants that
have subscribed directly);
-- 1.5 per cent. of the aggregate accepted Application Amounts
received from Applicants under the BSVT Offer where Initial
Commission is waived by Financial Intermediaries in respect of such
Applications from 'execution only' investors and 'Professional
Client' investors; and
-- any further amounts by which the Investment Manager agrees
(at its discretion, but subject to not reducing an Applicant's
offer costs to nil) to reduce offer costs in respect of any
Application under the BSVT Offer, including under the Early Bird
Discount.
Out of this fee, the Investment Manager will pay all the costs
and expenses of and incidental to the Offer and the preparation of
the Prospectus. The Investment Manager is a related party of BSVT.
As such, this transaction is a smaller related party transaction as
defined in LR11.1.10R.
The Prospectus will shortly be available for inspection at the
National Storage Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The
Prospectus is also available on the Company's website at
http://www.baronsmeadvcts.co.uk and on request by emailing
baronsmeadvcts@greshamhouse.com.
All capitalised terms used and not defined herein shall have the
same meaning as in the Prospectus.
For fundraising enquiries please contact Gresham House on 020
875 9851
or email wholesaledistribution@greshamhouse.com .
For VCT administration enquiries please contact:
Baronsmead VCT Investor Relations
Telephone - 020 7382 0999
baronsmeadvcts@greshamhouse.com
Notes
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and is not a prospectus. This announcement does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any ordinary shares in Baronsmead
Venture Trust plc or Baronsmead Second Venture Trust plc (together
the "Companies") in any jurisdiction, including in or into the
United States, Australia, Canada, Japan or the Republic of South
Africa. Investors should not subscribe for or purchase any ordinary
shares referred to in this announcement except on the basis of
information in the prospectus (the "Prospectus") in its final form,
published today by Baronsmead Venture Trust plc and Baronsmead
Second Venture Trust plc in connection with the proposed admission
of new ordinary shares to the premium segment of the Official List
of the FCA and to trading on London Stock Exchange plc's main
market for listed securities. A copy of the Prospectus is available
for inspection, subject to certain access restrictions, from the
Companies' registered office, for viewing at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Companies' website ( http://www.baronsmeadvcts.co.uk ).
Approval of the Prospectus by the FCA should not be understood as
an endorsement of the securities that are the subject of the
Prospectus. Potential investors are recommended to read the
Prospectus before making an investment decision in order to fully
understand the potential risks and rewards associated with a
decision to invest in the Companies' securities.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. This
announcement does not constitute, and may not be construed as, an
offer to sell, or the solicitation of an offer to acquire or
subscribe for, securities of the Companies in any jurisdiction
where such offer or solicitation is unlawful or would impose any
unfulfilled registration, qualification, publication or approval
requirements on either of the Companies or Howard Kennedy Corporate
Services LLP. The offer and sale of securities of the Companies has
not been and will not be registered under the applicable securities
laws of the United States, Australia, Canada, Japan or the Republic
of South Africa. Subject to certain exemptions, the securities of
the Companies may not be offered to or sold within the United
States, Australia, Canada, Japan or the Republic of South Africa or
to any national, resident or citizen of the United States,
Australia, Canada, Japan or the Republic of South Africa.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities of the Companies have not been and
will not be registered under the US Securities Act of 1933, as
amended, and may not be offered or sold in the United States or to
any national, resident or citizen of the United States. No public
offering of securities is being made in the United States. In
addition, the Companies have not been and the Companies will not be
registered under the US Investment Company Act of 1940, as
amended.
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. The material
contained in this announcement is given as at the date of its
publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to
herein are subject to revision and amendment.
This announcement does not constitute a recommendation
concerning the Companies or the Offers. The price and value of
securities and any income from them can go down as well as up. Past
performance is not a guide to future performance and prospective
investors may not receive any return from either Company. Before
purchasing any securities of either Company, persons viewing this
announcement should ensure that they fully understand and accept
the risks set out in the Prospectus. Information in this
announcement or any of the documents relating to the Companies or
the Offers cannot be relied upon as a guide to future performance.
Potential investors should consult a professional adviser as to the
suitability of the Offers for them.
Howard Kennedy Corporate Services LLP, which is authorised and
regulated by the FCA, is acting only for the Companies in
connection with the matters described in this announcement and is
not acting for or advising any other person, or treating any other
person as its client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of Howard Kennedy Corporate Services LLP or advice to any
other person in relation to the matters contained herein.
Neither Howard Kennedy Corporate Services LLP, the Companies, or
any of their respective parents or subsidiary undertakings, or the
subsidiary undertakings of any such parent undertakings, or any of
such person's respective directors, partners, officers, employees,
agents, affiliates or advisers or any other person ("their
respective affiliates") accepts (save where required by law) any
responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
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END
PDIBIBJTMTTTBIJ
(END) Dow Jones Newswires
November 24, 2023 08:26 ET (13:26 GMT)
Baronsmead Second Venture (LSE:BMD)
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Baronsmead Second Venture (LSE:BMD)
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