Baronsmead Second Venture Trust

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 Second Venture Trust plc

4 November 2021

Publication of a Prospectus and Offer for Subscription

Baronsmead Second Venture Trust plc and Baronsmead Venture Trust plc have today 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").

The Offers will open at 9.00 a.m. on Friday, 5 November and are expected to close no later than 24 March 2022 (for Subscriptions via cheque) and 29 March 2022 (for Subscriptions via bank transfer) (unless fully subscribed by an earlier date). All subscriptions will be processed on a "first come, first served" basis. Investors can subscribe for New Shares online at www.baronsmeadvcts.co.uk/vctoffer by completing an Electronic Subscription Form or by completing a paper Subscription Form which can be found at the back of the Prospectus or downloaded from the Baronsmead website at www.baronsmeadvcts.co.uk.

The Investment Manager has agreed to rebate a proportion of Subscriptions made by Subscribers on or before 22 November 2021 (for Subscriptions via cheque) or 25 November 2021 (for Subscriptions via bank transfer) subject to a maximum aggregate subscription amount under the Early Bird Rebate of £7.5 million per Company, on the following basis:

•           Existing Shareholders will receive a rebate of 0.75 per cent. of their Subscription; and

•           New Investors will receive a rebate of 0.5 per cent. of their Subscription.

The Early Bird Rebate will be paid to investors in the form of additional New Shares issued at the relevant Offer Price. 

As part of the Offer, BSVT will enter into an offer agreement, under which BSVT will pay the Company's Investment Manager, Gresham House Asset Management Limited, in consideration for administering the Offer, a fee of 4.5 per cent of the gross proceeds of the Offer.

Out of this fee, the Investment Manager shall pay all the costs and expenses of and incidental to the Offer and the preparation of the Prospectus. The Investment Manager is a related party of the Company. As such, this transaction is a smaller related party transaction as defined in LR11.1.10R.

The Prospectus will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Prospectus, together with the paper Subscription Form, is also available on the Baronsmead website at www.baronsmeadvcts.co.uk/vctoffer and on request by emailing [email protected].

All capitalised terms used and not defined herein shall have the same meaning as in the Prospectus.

For IFA enquiries please contact RAM Capital Partners LLP on 020 3006 7530 or email [email protected] for document requests.

For further information please contact:

Baronsmead VCT Investor Relations

Telephone - 020 7382 0999

[email protected]

Notes

This is a financial promotion and is not intended to be investment advice. The content of this announcement (the "Announcement"), which has been prepared by and is the sole responsibility of the Company, has been approved by Gresham House Asset Management Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

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 today by Baronsmead Venture Trust plc and Baronsmead Second Venture Trust plc in connection with the proposed admission of new ordinary shares to the premium segment of the Official List of the FCA and to trading on London Stock Exchange plc's main market for listed securities. A copy of the Prospectus is 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 and on the Company's website (http://www.baronsmeadvcts.co.uk). Approval of the Prospectus 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 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.

Dickson Minto W.S, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Companies in connection with the matters described in this Announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Dickson Minto W.S. or advice to any other person in relation to the matters contained herein.

Neither Dickson Minto W.S. the Company, or any of their respective parents or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts (save where required by law) any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith.