NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
THE UNITED STATES OR ANY MEMBER STATE OF THE EEA (OTHER THAN ANY
MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE
LEGALLY MARKETED), OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN
DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR
ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY
INVESTMENTS IN ANY JURISDICTION.
BARONSMEAD SECOND VENTURE TRUST PLC
LEI: 2138008D3WUMF6TW8C28
3 April 2024
Allotment of Shares, Total Voting Rights and Close of
Offer
The Board of Baronsmead Second
Venture Trust plc (the "Company") announced on 24 November 2023
that the Company, together with Baronsmead Venture Trust plc, had
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").
On 2 April 2024 (the "Close Date"),
the Company announced that the Offer was closed to new
subscriptions and that no further Applications for New Shares would
be accepted.
On 3 April 2024 and in accordance
with the Allotment Formula set out in the Prospectus, the Company
allotted 27,667,819 Ordinary Shares of 10 pence each (the
"New Ordinary Shares") in
the capital of the Company pursuant to the third and final
allotment under the Offer conditional only on Admission (the
timetable for which is set out in more detail below). The New
Ordinary Shares were issued at prices of between 59.71 pence per
New Ordinary Share and 62.61 pence per New Ordinary Share,
depending on the amount of Offer Costs, any Initial Commission
waived, any Initial Adviser Charges, any Early Bird Discount
associated with an Application and based on the net asset value per
Ordinary Share as at 29 February 2024 (being the last published net
asset value per Ordinary Share as announced on 6 March
2024).
Application will shortly be made for
the 27,667,819 New Ordinary Shares to be admitted to the premium
segment of the Official List of the Financial Conduct Authority and
to trading on the premium segment of London Stock Exchange plc's
main market for listed securities ("Admission"). It
is expected that Admission will occur and dealing will commence in
the New Ordinary Shares on or around 5 April 2024. When issued, the
New Ordinary Shares will rank pari passu with the existing Ordinary
Shares.
As a result of the issue, the total
number of Ordinary Shares in issue will be 399,911,369 (excluding
the 37,504,453 Ordinary Shares currently held in Treasury) with
each Ordinary Share carrying one vote each. Therefore, the
total voting rights in the Company will be 399,911,369. This figure
may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in, the
share capital of the Company under the Disclosure Guidance and
Transparency Rules.
The New Ordinary Shares will be
issued in registered form and may be held in uncertificated
form. Definitive documents of title are expected to be
dispatched within 10 business days of allotment.
The New Ordinary Shares will be eligible for
settlement through CREST with effect from Admission.
Unless the context requires
otherwise, terms defined in the Prospectus have the same meaning
where used in this announcement.
For the avoidance of doubt, the
Offer in respect of the Company is now closed.
For further information please
contact:
Baronsmead VCT Investor
Relations
020 7382 0999
baronsmeadvcts@greshamhouse.com
Important Information
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 Australia, Canada, Japan, the
Republic of South Africa, the United States or any member state of
the EEA (other than any member state of the EEA where the
Companies' securities may be lawfully marketed). 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 on 24
November 2023 by Baronsmead Venture Trust plc and Baronsmead Second
Venture Trust plc, together with the supplementary prospectus
published on 19 January 2024 (the "Supplementary Prospectus"), in
connection with the Offer. A copy of the Prospectus and
Supplementary Prospectus is available for inspection, subject
to certain access restrictions, from the Company's registered
office, for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website
(http://www.baronsmeadvcts.co.uk).
Approval of the Prospectus and Supplementary Prospectus by the FCA
should not be understood as an endorsement of the securities that
are the subject of the Prospectus and Supplementary Prospectus.
Potential investors are recommended to read the Prospectus and
Supplementary 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.