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 Venture Trust plc
10
January 2025
Publication of a Prospectus and Offer for
Subscription
Baronsmead Venture Trust plc and
Baronsmead Second Venture Trust plc have today published a
prospectus (the "Prospectus") in relation to offers for
subscription to raise up to £30 million in aggregate with the
discretion to utilise over-allotment facilities to raise up to a
further £20 million in aggregate (the "Offers" and each an "Offer").
Full details of the Offers are
contained in the Prospectus which is available on the website
here: www.baronsmeadvcts.co.uk/vctoffer.
Each Offer will open to Applications at 9.00 a.m. on Monday, 13
January 2025.
In order for New Shares to be issued
in relation to the 2024/25 tax year fully completed Applications
must be received by 9.00 a.m. on Monday, 31 March 2025 in order to
allow time for funds to clear. If the Offer is not fully subscribed
by 31 March 2025, the Directors reserve the right to allow the
Offer to remain open for at least part of the 2025/26 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. Application Amounts must be paid by way of a bank
transfer and cheques will not be accepted. 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 Subscription
Incentive
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) subject to a maximum aggregate Application Amount
qualifying for this discount of £7.5 million per
Company.
Relevant related party
transaction
In connection with the Offer, BVT
has entered into an offer agreement with the Investment Manager
(Gresham House Asset Management Limited) pursuant to which BVT will
pay the Investment Manager, in consideration for administering the
BVT Offer, a fee of an amount equal to 4.5 per cent. of aggregate
accepted Application Amounts in respect of the BVT Offer less an
amount equal to the sum of:
· 1.5
per cent. of the aggregate accepted Application Amounts received
from Applicants under the BVT 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 BVT 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 BVT 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 BVT 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 relevant related party of BVT. As such, this
transaction is a relevant related party transaction as defined in
UK Listing Rule 11.5.4(1).
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 3875 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.