REG - Guinness VCT PLC - Publication of Prospectus and Circular

Guinness VctAnnouncement

12/09/2025 13:15

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RNS Number : 1916Z  Guinness VCT PLC  12 September 2025

12 September 2025

 

Guinness VCT plc

 

Publication of Prospectus and Circular

Guinness VCT Plc (the "Company") has today published a prospectus dated 12
September 2025 (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 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 2025   3.00%
 31 December 2025  2.00%
 31 January 2026   1.00%

 

Applications received from 1 February 2026 and onwards will not attract any
discount.

 

Existing Guinness VCT Investor Discount

 

For Existing Guinness VCT 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 to the extent that the Initial Fee
cannot be reduced below zero.

 

Dividend Intention

 

The Prospectus includes information on the Board's intention (subject to the
existence of distributable reserves, legislative requirements and available
cash), to declare a maiden dividend in early 2026 which is expected to be paid
after 1 April 2026. In order to be eligible to receive this proposed dividend,
investors must be on the Company's share register as of the record date, which
will be confirmed in due course but is expected to fall on 2 April 2026.
Further details including the exact dividend amount, record date, and payment
date will be provided in a future regulatory announcement. Accordingly,
investors under the Offer should be eligible for the dividend provided they
meet the application deadline of 12 noon on 1 April 2026 for a 2025/26 tax
year allotment.

 

General Meeting

 

The Circular includes a notice of a general meeting to be held at 3 p.m. on 7
October 2025 (the "General Meeting"). Pursuant to an agreement dated 12
September 2025 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% (of gross
funds remitted under the Offer; or

·      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 12 September 2025, and close on 30 June 2026, or such
other earlier or later date to be determined at the Directors' absolute
discretion.

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.guinnessventures.com/products/guinness-vct
(https://www.guinnessventures.com/products/guinness-vct) .

For further information, please contact:

Hugo Vaux

Guinness Asset Management Limited (Manager)

vct@guinnessventures.com

 

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

enquiries@city.uk.com

 

 

Keith Lassman

Howard Kennedy Corporate Services LLP (Sponsor)

keith.lassman@howardkennedy.com

 

LEI: 213800XCDAOPJBNOI483

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