REG - Pembroke VCT PLC - Publication of Prospectus

Pembroke VCTAnnouncement

09/09/2025 16:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250909:nRSI6516Ya&default-theme=true

RNS Number : 6516Y  Pembroke VCT PLC  09 September 2025

9 September 2025

 

Pembroke VCT plc

 

 

Publication of Prospectus

 

Pembroke VCT plc (the "Company") has today published a prospectus (the
"Prospectus") in relation to the offer for subscription of up to £40 million
of B Ordinary Shares of 1p each in the capital of the Company with an
over-allotment facility for up to a further £20 million of B Ordinary Shares
(the "Offer").

 

The deadline for the receipt of applications, subject to the Offer not being
fully subscribed by an earlier date, is 12 noon on 2 April 2026 in respect of
the 2025/2026 tax year and 12 noon on 24 June 2026 in respect of the 2026/2027
tax year. The closing date of the Offer, and the deadline for receipt of
applications for the final allotment with respect to the 2026/2027 tax year,
may be extended by the Directors at their absolute discretion to a date no
later than 8 September 2026.

 

An application has been made for the admission of the further B Ordinary
Shares to be issued under the Offer to a listing on the FCA's Official List
and to trading on the main market of the London Stock Exchange. It is expected
that new B Ordinary Shares will be issued throughout the period of the Offer
until it closes.

 

Pursuant to an offer agreement dated 9 September 2025 relating to the Offer
between, among others, the Company and Pembroke Investment Managers LLP
("PIM"), PIM, as promoter of the Offer, will receive a fee calculated on the
value of each application for B Ordinary Shares under the Offer accepted by
the Company as follows:

 

(i)         5.0% for investors who have invested directly into the
Company or invested through an intermediary/platform and have not received
advice;

(ii)         3.0% for investors who have invested in the Offer through
an intermediary and have received upfront advice including investors who are
investing through intermediaries/advisers using financial platforms,

or such lower percentage in each case as may be agreed by the Company and PIM.

 

As PIM is the Company's investment manager, PIM is a related party of the
Company under the UK Listing Rules and the above offer agreement is a related
party transaction falling within UK Listing Rule 8.2.1R. The board of the
Company believes that the above arrangements are fair and reasonable as far as
the shareholders of the Company are concerned and have been so advised by
Howard Kennedy Corporate Services LLP, as sponsor to the Company.

 

A copy of the Prospectus is available, free of charge, from the registered
office of the Company which is presently at 3 Cadogan Gate, London, SW1X 0AS.

 

A copy of the Prospectus will be submitted to the National Storage Mechanism
and will shortly be available for viewing online at the following website:

 

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Change of Company Secretary

 

Ben Harber has been appointed as Company Secretary having taken over the role
from The City Partnership (UK) Limited who have fulfilled the role as Company
Secretary since November 2012.

 

For further information, please contact

 

 

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

+44 20 7766 6900

 

Ben Harber FCG (Company Secretary)

benh@woodhamcorpservices.com

 

Keith Lassman

Howard Kennedy Corporate Services LLP

keith.lassman@howardkennedy.com (mailto:keith.lassman@howardkennedy.com)

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  PDIUKSSRVKUKRAR