Publication of Prospectus

15 September 2026

LEI: 213800XCDAOPJBNOI483

Guinness VCT plc

(the "Company")

Publication of Prospectus

The Company has today issued a prospectus dated 15 September 2026 (the "Prospectus"), relating to an offer for subscription of ordinary shares of 1p each in the Company to raise up to £10 million with an over-allotment of up to a further £5 million (the "Offer").

Overview

Guinness VCT plc was set up as a VCT and launched its first offer for subscription in October 2022 with the objective of investing in growth companies that are Qualifying Investments and that will deliver capital appreciation, while enabling Investors to benefit from the attractive VCT tax benefits. Having raised £18.0 million under previous share offers, the Company is seeking to raise further funds to invest in growth companies in accordance with its published investment policy. The Company is managed by Guinness Asset Management Limited, a London based specialist fund management company that manages a range of listed and private funds with over £8.3 billion of funds under management (as of 31 August 2026).

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 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:

Applications received from 1 February 2027 and onwards will not attract any discount.

Existing Guinness VCT Investor Discount

For Existing Guinness VCT 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 to the extent that the Initial Fee cannot be reduced below zero.

Dividend Intention

The Prospectus includes information on the Board's intention (subject to the existence of distributable reserves, legislative requirements and available cash), to declare a dividend in early 2027 which is expected to be paid after 1 April 2027. In order to be eligible to receive this proposed dividend, investors must be on the Company's share register as of the record date, which will be confirmed in due course but is expected to fall on 2 April 2027. Further details including the exact dividend amount, record date, and payment date will be provided in a future regulatory announcement. Accordingly, investors under the Offer should be eligible for the dividend provided they meet the application deadline of 12 noon on 1 April 2027 for a 2026/27 tax year allotment.

Offer Agreement

Pursuant to an agreement dated 15 September 2026 between, inter alia, the Company and Guinness Ventures Limited ("Guinness Ventures"), a subsidiary of the Company's investment manager, Guinness Ventures will charge the Company a fee (the "Initial Fee"), for its role as promoter, as follows:

·      For direct investors and execution-only investors, 5.5% of gross funds remitted under the Offer.

·      For investors receiving financial advice, 3% of gross funds remitted under the Offer.

Guinness Ventures 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 agreement providing for the Initial Fee (the "Transaction") is a relevant related party transaction under the UK Listing Rules and is required to be announced in accordance with those rules.

The board of the Company (the "Board") consider that the Transaction is fair and reasonable as far as the shareholders of the Company are concerned and have been provided with written confirmation of this by the Company's sponsor, Howard Kennedy Corporate Services LLP in accordance with the UK Listing Rules.

The Offer will open on 15 September 2026 and close on 29 June 2027, or such other earlier or later date to be determined at the Directors' absolute discretion but no later than 31 August 2027.

The prospectus 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

https://www.guinnessventures.com/products/guinness-vct.

For further information please contact:

Hugo Vaux

Guinness Asset Management Limited (Manager)

[email protected]

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

[email protected]

Keith Lassman

Howard Kennedy Corporate Services LLP (Sponsor)

[email protected]