Baronsmead Venture - Issue of Equity
15/03/2022 16:30
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RNS Number : 8754E Baronsmead Venture Trust PLC 15 March 2022
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 Venture Trust plc
LEI: 213800VQ1PQHOJXDDQ88
15 March 2022
Allotment of Shares
The Board of Baronsmead Venture Trust plc (the "Company") announced on 4
November 2021 that the Company, together with Baronsmead Second Venture Trust
plc, had published a prospectus (the "Prospectus") in relation to offers for
subscription to raise up to £50 million in aggregate with an over-allotment
facility to raise up to a further £25 million in aggregate (the "Offers" and
each an "Offer").
On 15 March 2022, the Company allotted 8,586,386 Ordinary Shares pursuant to
the fourth allotment under the Offer conditional only on Admission (the
timetable for which is set out in more detail below). The offer price at which
the 8,586,386 new Ordinary Shares were allotted was 72.60 pence per Ordinary
Share, which was calculated, in accordance with the terms of the Offer, by
reference to the net asset value of an Ordinary Share as at 9 March 2022 (as
announced on 11 March 2022, being the last published net asset value per
Ordinary Share) divided by 0.955 (to allow for the costs of the Offer).
Application will shortly be made for the 8,586,386 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
22 March 2022. 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
316,473,613 (excluding the 25,572,028 Ordinary Shares currently held in
Treasury) with each Ordinary Share carrying one vote each. Therefore, the
total voting rights in the Company will be 316,473,613. 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 further information please contact:
Baronsmead VCT Investor Relations
020 7382 0999 baronsmeadvcts@greshamhouse.com
(mailto: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 4 November 2021 by Baronsmead Venture Trust plc and Baronsmead
Second Venture Trust plc in connection with the offers for subscription and
the supplementary prospectuses published on 7 December 2021 and 7 March 2022
related thereto. Copies of the Prospectus and the supplementary prospectuses
are 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website (http://www.baronsmeadvcts.co.uk (http://www.baronsmeadvcts.co.uk) ).
Approval of the Prospectus and supplementary prospectuses 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 and
the supplementary prospectuses 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 the Companies or
Dickson Minto W.S. The offer and sale of securities of the Companies has not
been and will not be registered under the applicable securities laws of
Australia, Canada, Japan, the Republic of South Africa or the United States.
Subject to certain exemptions, the securities of the Companies may not be
offered to or sold within Australia, Canada, Japan, the Republic of South
Africa, the United States or any member state of the EEA or to any national,
resident or citizen of Australia, Canada, Japan, the Republic of South Africa,
the United States, or any member state of the EEA.
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, neither of the
Companies have been and neither will 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. This Announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to purchase
or subscribe for any securities of the Companies or any other securities nor
shall it (or any part of it) or the fact of its distribution, form the basis
of, or be relied on in connection with, any contract therefor. 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 the
Companies. Before purchasing any securities of the Companies, 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.
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