Offer and Prospectus
10/12/2024 11:26
For best results when printing this announcement, please click on link below: https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241210:nGNE8WGKfH&default-theme=true FORESIGHT VCT PLC (Company) Legal Entity Identity number: 213800GNTY699WHACF46 Offer 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 2 April 2025 in respect of the 2024/2025 tax year and 12.00 noon on 30 April 2025 in respect of the 2025/2026 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 4.5% (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 £1.125 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 UK Listing Rules. The Promoter’s Fee constitutes a 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 (there being no such relevant related party transactions at the date hereof)) for the purposes of the UK Listing Rules and, as such, UK Listing Rule 8.2.1 (by virtue of UK Listing Rule 11.5) applies. The Board considers the Promoter’s Fee to be in line with market practice. The Board further considers the transaction is fair and reasonable as far as the shareholders of the Company are concerned and have been so advised by BDO LLP, the Company's sponsor, who has provided the required written confirmation in accordance with UKLR 8.2.1R(3). 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 shareholders’ 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 Secretary Foresight Group LLP Contact: Gary Fraser Tel: 0203 667 8100 Investor Relations Foresight Group LLP Contact: Jenny Cole Tel: 0203 667 8181