REG - Guinness VCT PLC - Publication of Prospectus and Circular

Guinness VctAnnouncement

11/09/2024 13:15

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RNS Number : 8124D  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
(https://www.globenewswire.com/Tracker?data=fCyfTwW7fzVUfFWzYbBsaMJLI-k66PbYu_qmFZvGgaaAHNQEtwkoDINSGkuDf2u8Yi-9BceujsqtU0atZLqznwWH036Zeaxsomxe5JggNrvpENfN8Aa_th884MaK4CiH9Qr52HKs8kMyXKcRvHKeekW33Y7p6n6ZEICw_BIITQZSf0MfkpP9F7fRpVsAdI80)
 and on the Company's website
at https://www.guinnessgi.com/ventures/guinness-vct
(https://www.guinnessgi.com/ventures/guinness-vct) .

For further information, please contact:

Hugo Vaux

Guinness Asset Management Limited (Manager)

vct@guinnessfunds.com

 

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

enquiries@city.uk.com

 

 

Keith Lassman

Howard Kennedy Corporate Services LLP

Keith.Lassman@howardkennedy.com

 

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