Publication of prospectus and circular

3 September 2020

Pembroke VCT plc

Publication of Prospectus and Circular

Pembroke VCT plc (the "Company") has today published a prospectus (the "Prospectus") in relation to the offer for subscription of up to £20 million of B Ordinary Shares of 1p each in the capital of the Company with an over-allotment facility for up to a further £20 million of B Ordinary Shares (the "Offer"). 

The Company has also today published a circular (the "Circular") convening a shareholder general meeting (the "General Meeting") to be held at 3 Cadogan Gate, London SW1X 0AS at 9.30 a.m. on 30 September 2020 at which resolutions will be put to Shareholders to approve the issue of further B Ordinary Shares (under the Offer and otherwise) and to cancel the Company's share premium account.

Subject to shareholder approval at the General Meeting, the offer of further B Ordinary Shares is expected to become unconditional with effect from 30 September 2020 (the date of the General Meeting) and will close not later than 3.00 p.m. on 5 April 2021 in respect of the 2020/2021 tax year and not later than 3.00 p.m. on 30 June 2021 in respect of the 2021/2022 tax year, or as soon as the Offer is fully subscribed. The closing date of the Offer, and the deadline for receipt of applications for the final allotment with respect to the 2021/2022 tax year, may be extended by the Directors at their absolute discretion to a date no later than 2 September 2021.

An application has been made for the admission of the further B Ordinary Shares to be issued under the Offer to a listing on the premium section of the FCA's Official List and to trading on the main market of the London Stock Exchange. It is expected that new B Ordinary Shares will be issued throughout the period of the Offer until it closes.

Pursuant to an offer agreement dated 3 September 2020 relating to the Offer between, among others, the Company and Pembroke Investment Managers LLP ("PIM"), PIM, as promoter of the Offer, will receive a fee calculated on the value of each application for B Ordinary Shares under the Offer accepted by the Company as follows:

(i)         5.5% for investors who have invested directly into the Company or invested through an intermediary/platform and have not received advice;

(ii)         3.0% for investors who have invested in the Offer through an intermediary and have received upfront advice including investors who are investing through intermediaries/advisers using financial platforms,

or such lower percentage in each case as may be agreed by the Company and PIM.

As PIM is the Company's investment manager and, therefore, a related party of the Company under the Listing Rules, the payment of the above fee by the Company to PIM is a transaction to which Listing Rule 11.1.10R applies.

A copy of the Prospectus and Circular is available, free of charge, from the registered office of the Company at 3 Cadogan Gate, London, SW1X 0AS.

Copies of the Prospectus and the Circular will be submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

For further information, please contact

Doreen Nic

The City Partnership (UK) Limited (Company Secretary)

[email protected]

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

+44 20 7766 6900

Keith Lassman

Howard Kennedy Corporate Services LLP

+44 20 3755 5561