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

LEI: 2138008D3WUMF6TW8C28

6 December 2021

Allotment of Shares

The Board of Baronsmead Second Venture Trust plc (the "Company") announced on 4 November 2021 that the Company, together with Baronsmead Venture Trust plc, had 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 "Offer").

On 6 December 2021, the Company allotted 17,252,487 Ordinary Shares pursuant to the first allotment under the Offer conditional only on Admission (the timetable for which is set out in more detail below). The offer price at which the 17,252,487 new Ordinary Shares were allotted was 88.1 pence per Ordinary Share, which was calculated, in accordance with the terms of the Offer, by reference to the net asset value of an Ordinary Share as at 30 November 2021 (as announced on 3 December 2021, being the last published net asset value per Ordinary Share) divided by 0.955 (to allow for the costs of the Offer).

Application will shortly be made for the 17,252,487 new Ordinary Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the premium segment of London Stock Exchange plc's main market for listed securities ("Admission"). It is expected that Admission will occur and dealing will commence in the new Ordinary Shares on or around 13 December 2021. When issued, the new Ordinary Shares will rank pari passu with the existing Ordinary Shares. 

As a result of the issue, the total number of Ordinary Shares in issue will be 300,226,572 (excluding the 29,085,727 Ordinary Shares currently held in Treasury) with each Ordinary Share carrying one vote each. Therefore, the total voting rights in the Company will be 300,226,572. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.

The new Ordinary Shares will be issued in registered form and may be held in uncertificated form.  Definitive documents of title are expected to be dispatched within 10 business days of allotment.  The new Ordinary Shares will be eligible for settlement through CREST with effect from Admission.

Unless the context requires otherwise, terms defined in the Prospectus have the same meaning where used in this announcement.

For further information please contact:

Baronsmead VCT Investor Relations

020 7382 0999 [email protected]

Important Information

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 on 4 November 2021 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.