t
Guinness VCT plc issued a prospectus and circular on 14 September 2023 for an offer to subscribe for ordinary shares, targeting up to £10 million with a £5 million over-allotment. The Offer, open from 14 September 2023 with varying closing dates up to June 2024 (or potentially August 2024), is conditional on shareholders approving a resolution at a General Meeting on 18 October 2023. This resolution concerns the payment of fees to Guinness Asset Management Limited of 3% for advised investors and 5.5% for direct/execution-only investors, from gross funds remitted. Additionally, Directors Ewen Gilmour and Andrew Martin Smith each undertook to subscribe for £10,000 of shares under the Offer.
| Date | 14 Sept 2023 |
| Time | 12:57:11 |
| Category | Capital structure |
| ID | 4946M |
14 September 2023
Guinness VCT plc (the "Company")
Publication of Prospectus and Circular
The Company has issued a prospectus dated 14 September 2023 (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.
The Circular includes a notice of a general meeting to be held at 10 a.m. on 18 October 2023 (the "General Meeting").
Pursuant to an agreement dated 14 September 2023 relating to the Offer between, inter alia, the Company and Guinness Asset Management Limited, the Company's investment manager (the "Manager"), the Manager 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 the Manager is the Company's investment manager and, therefore, a related party of the Company under the Listing Rules, the payment of the above fees by the Company to the Manager is a transaction to which Listing Rule 11.1.7 applies. Accordingly, the Offer is conditional on shareholders passing Resolution 1 at the General Meeting.
Further, Ewen Gilmour and Andrew Martin Smith have each undertaken to subscribe for £10,000 of Shares under the Offer. As directors of the Company, Ewen Gilmour and Andrew Martin Smith are both related parties of the Company under the Listing Rules and, consequently, entering into these undertakings is a transaction to which Listing Rules 11.1.10R applies.
The Offer will open on 14 September 2023 and may close at any time thereafter, but, in any event, not later than 3p.m. on 4 April 2024, in the case of the 2023/2024 Offer, and 3 p.m. on 28 June 2024, in the case of the 2024/2025 Offer (unless, in either case, the Offer has been fully subscribed by an earlier date or extended at the discretion of the Directors to a date not later than 30 August 2024).
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)
Robin Smeaton
The City Partnership (UK) Limited (Company Secretary)
Keith Lassman
Howard Kennedy Corporate Services LLP
Alex Collins
Panmure Gordon (UK) Limited (Corporate Broker)
If Investors have any questions regarding an investment in the Offer, they should contact their own independent financial adviser. For questions relating to an application, they should contact the Receiving Agent as set out on page 79 of the Prospectus. Advisers and intermediaries should contact RAM Capital, who are acting as marketing advisers in respect of the Offer, on 0203 006 7530 or by sending an e-mail to [email protected].