Offer and Prospectus
RNS ANNOUCEMENT
FORESIGHT VCT PLC
(Company)Legal Entity Identity number:
213800GNTY699WHACF46Offer and
Prospectus
The board of the Company
(Board) is pleased to announce the launch of a new
offer for subscription (Offer) to raise up to £20
million (with an over-allotment facility to raise up to a further
£5 million) through the issue of new shares (Offer
Shares). The Offer will provide shareholders and new
investors with a further opportunity to invest in the Company and
benefit from the VCT tax reliefs available to qualifying
investors.
The Offer opens today and will close for
Applications at 12.00 noon on 3 April 2024 in respect of the
2023/2024 tax year and 12.00 noon on 30 April 2024 in respect of
the 2024/2025 tax year (or, if earlier, as soon as the Offer is
fully subscribed or otherwise at the Board’s discretion). The
additional funds raised will allow the Company to maintain
liquidity levels to take advantage of investment opportunities,
maintain its dividend policy, make market purchases of its own
shares and support its running costs. Full details of the Offer are
set out in the prospectus issued by the Company today
(Prospectus).
Foresight Group Promoter LLP
(Promoter) is acting as the promoter to the Offer
and will be paid a fee equal to 2.5% (as reduced by any relevant
discounts) of the amount subscribed by Retail Client Investors,
Professional Client Investors and Execution-Only Investors (as each
term is defined in the Prospectus) and 5.5% (as reduced by any
relevant discounts) of the amount subscribed by Direct Investors
(as defined in the Prospectus), (Promoter’s Fee).
Additional costs (financial intermediary commission and adviser
commission) may apply to non-Direct Investors (as detailed in the
Prospectus). The maximum fee payable, if all investors were
Direct Investors, would be £1.375 million. In consideration of the
Promoter’s Fee, the Promoter (as guaranteed by Foresight Group LLP)
has agreed to meet all costs, expenses and charges of, or
incidental to, the Offer (other than financial intermediary
commissions and adviser charges).
The Promoter, as a subsidiary of Foresight Group
LLP (the manager to the Company) (Manager), is a
related party of the Company for the purposes of the Listing Rules.
The Promoter’s Fee constitutes a smaller related party transaction
(separately and when aggregated with other related party
transactions with the Promoter, the Manager and their associates
within the preceding 12 months) for the purposes of the Listing
Rules and, as such, Listing Rule 11.1.10 applies. The Board
considers the Promoter’s Fee to be in line with market practice.
The relevant other related party transaction is the promoter’s
agreement between the Company, the Promoter and the Manager dated
20 January 2023 whereby the Promoter agreed to act as promoter in
connection with the offer for subscription launched and contained
in the prospectus issued by the Company dated 20 January 2023.
The price at which the Offer Shares are being
made available is the most recently published net asset value of an
existing share at the time of allotment plus associated Offer costs
directly or indirectly incurred by an investor (including the
Promoter’s Fee). As a result, the Offer is not expected to have any
material dilutive effect on existing shareholder’s net asset value
per share. The Offer Shares will rank pari passu with the existing
shares in the Company from issue.
The Prospectus has been approved to the
Financial Conduct Authority and shall shortly be available for
download from the Company’s website (www.foresightvct.com) and the
National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism).
For further information, please
contact:Company SecretaryForesight Group LLP
Contact: Gary Fraser Tel: 0203 667 8100
Investor RelationsForesight
Group LLPContact: Andrew James Tel: 0203 667 8181
Foresight Vct (LSE:FTV)
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Foresight Vct (LSE:FTV)
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