Publication of Prospectus and Circular

Guinness VCT PLC

11 September 2024

 

11 September 2024

Guinness VCT plc (the "Company")

Publication of Prospectus and Circular

The Company has today published a prospectus dated 11 September 2024 (the "Prospectus"), relating to a proposed offer for subscription of ordinary shares of 1p each in the Company ("Shares") to raise up to £10 million with an over-allotment of up to a further £5 million (the "Offer"), and a circular (the "Circular") in connection with the Offer, following approval from the Financial Conduct Authority.

Early Investment Incentive

The Board and the Promoter have agreed an enhanced early investment incentive structure aimed at encouraging early subscriptions under the Offer. For valid applications for Shares under the Offer accepted with cleared funds received by the Receiving Agent on or before the dates (as at close of business) set out below, the relevant discount set out below will be applied to the Initial Fee in respect of the relevant application for Shares under the Offer through the Pricing Formula:

31 October 2024                 2.00%

30 November 2024             1.75%

31 December 2024             1.50%

31 January 2025                  1.25%

28 February 2025                0.25%

Applications received from 1 March 2025 and onwards will not attract any discount.

Existing Guinness Investor Discount

For Existing Guinness Investors an Existing Investor Discount of 1% will be deducted from the Initial Fee for all

accepted valid applications for Shares that are submitted with appropriate payment. This is in addition to the Early

Investment Incentive where applicable.

The Circular includes a notice of a general meeting to be held at 11 a.m. on 16 October 2024 (the "General Meeting").

Pursuant to an agreement dated 11 September 2024 relating to the Offer between, inter alia, the Company and Guinness Ventures Limited ("GVL"), a subsidiary of the Company's investment manager, GVL will charge the Company an Initial Fee, for its role as promoter, as follows:

• for direct investors and execution-only investors, 5.5% (plus VAT, if applicable) of gross funds remitted under the Offer; and

• for investors receiving financial advice, 3% of gross funds remitted under the Offer.

As GVL is part of the same group to which the Company's investment manager belongs and, therefore, is a related party of the Company under the UK Listing Rules, the payment of the above fees by the Company to GVL is a transaction to which UK Listing Rule 11.5.5 applies. Accordingly, the Offer is conditional on shareholders passing a resolution approving the payment of the above fees ("Resolution 1)" at the General Meeting.

The Offer will open on 11 September 2024, and close on 27 June 2025 or such other earlier or later date to be determined at the Directors' absolute discretion, but no later than 29 August 2025.

The Prospectus and Circular will shortly be available for inspection at the National Storage Mechanism, which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.guinnessgi.com/ventures/guinness-vct.

For further information, please contact:

Hugo Vaux

Guinness Asset Management Limited (Manager)

[e-mail]

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

[e-mail]

Keith Lassman

Howard Kennedy Corporate Services LLP

[e-mail] 

 

END