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 and
on the Company's website at 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
