Publication of a Prospectus/Offer for Subscription

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 £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. 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 £7.5 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 [e-mail].

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 [e-mail].

For VCT administration enquiries please contact:

Baronsmead VCT Investor Relations

Telephone - 020 7382 0999

[e-mail]

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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