Share Allotment, Total Voting Rights, Offer Close

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

3 April 2024

Allotment of Shares, Total Voting Rights and Close of Offer

The Board of Baronsmead Second Venture Trust plc (the "Company") announced on 24 November 2023 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 £30 million in aggregate with the discretion to utilise over-allotment facilities to raise up to a further £20 million in aggregate (the "Offers" and each an "Offer").

On 2 April 2024 (the "Close Date"), the Company announced that the Offer was closed to new subscriptions and that no further Applications for New Shares would be accepted. 

On 3 April 2024 and in accordance with the Allotment Formula set out in the Prospectus, the Company allotted 27,667,819 Ordinary Shares of 10 pence each (the "New Ordinary Shares") in the capital of the Company pursuant to the third and final allotment under the Offer conditional only on Admission (the timetable for which is set out in more detail below). The New Ordinary Shares were issued at prices of between 59.71 pence per New Ordinary Share and 62.61 pence per New Ordinary Share, depending on the amount of Offer Costs, any Initial Commission waived, any Initial Adviser Charges, any Early Bird Discount associated with an Application and based on the net asset value per Ordinary Share as at 29 February 2024 (being the last published net asset value per Ordinary Share as announced on 6 March 2024).

Application will shortly be made for the 27,667,819 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 5 April 2024. 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 399,911,369 (excluding the 37,504,453 Ordinary Shares currently held in Treasury) with each Ordinary Share carrying one vote each. Therefore, the total voting rights in the Company will be 399,911,369. 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 the avoidance of doubt, the Offer in respect of the Company is now closed.

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 24 November 2023 by Baronsmead Venture Trust plc and Baronsmead Second Venture Trust plc, together with the supplementary prospectus published on 19 January 2024 (the "Supplementary Prospectus"), in connection with the Offer. A copy of the Prospectus and Supplementary 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 and Supplementary Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus and Supplementary Prospectus. Potential investors are recommended to read the Prospectus and Supplementary 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.