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Foresight Enterprise VCT plc – Offer, Prospectus and Circular

Written by Customer Service on . Posted in Mergers And Acquisitions.

FORESIGHT ENTERPRISE VCT PLC (Company)
Legal Entity Identity number: 213800MWJNR3WZZ3ZP42
Offer, Prospectus and Circular

The board of the Company (Board) is pleased to announce the launch of an offer for subscription (Offer) to raise up to £20 million (with an over-allotment facility to raise up to a further £10 million) through the issue of new shares (Offer Shares). The Offer will provide shareholders and new investors with a further opportunity to invest in the Company and benefit from the VCT tax reliefs available to qualifying investors.

In addition, the Company has issued a circular to shareholders (Circular) convening a general meeting be held at on 9.30 a.m. on 11 February 2022 (General Meeting). The Company currently has limited authorities from shareholders to allot shares and is, therefore, seeking additional share allotment authorities from shareholders for the purposes of the Offer through the resolution to be proposed at the General Meeting.

The Offer opens today and will close for Applications at 12.00 noon on 1 April 2022 in respect of the 2021/2022 tax year and 12.00 noon on 30 June 2022 in respect of the 2022/2023 tax year (or, if earlier, as soon as the Offer is fully subscribed or otherwise at the Board’s discretion). The additional funds raised will allow the Company to maintain liquidity levels to take advantage of investment opportunities, maintain its dividend policy and support its running costs. Full details of the Offer are set out in the prospectus issued by the Company today (Prospectus).

Foresight Group Promoter LLP (Promoter) is acting as the promoter to the Offer and will be paid a fee equal to 2.5% (as reduced by any relevant discounts) of the amount subscribed by Retail Client Investors, Professional Client Investors and Execution-Only Investors (as each term is defined in the Prospectus) and 5.5% (as reduced by any relevant discounts) of the amount subscribed by Direct Investors (as defined in the Prospectus), (Promoter’s Fee). The maximum fee payable, if all investors were Direct Investors, would be £1.65 million. In consideration of the Promoter’s Fee, the Promoter (as guaranteed by Foresight Group LLP) has agreed to meet all costs, expenses and charges of, or incidental to, the Offer (other than financial intermediary commissions and adviser charges). Any costs related to seeking, if required, additional shareholder authorities are regarded as general Company expenditure and will be borne by the Company and are not costs relating to the Offer.

The Promoter, as a subsidiary of Foresight Group LLP (the manager to the Company), is a related party of the Company for the purposes of the Listing Rules. The Promoter’s Fee constitutes a smaller related party transaction for the purposes of the Listing Rules and, as such, Listing Rule 11.1.10 applies. The Board considers the Promoter’s Fee to be in line with market practice.

The price at which the Offer Shares are being made available is the net asset value of an existing share at the time of allotment plus associated Offer costs directly or indirectly incurred by an investor (including the Promoter’s Fee). As a result, the Offer is not expected to have any material dilutive effect on existing shareholder’s net asset value per share. The Offer Shares will rank pari passu with the existing shares in the Company from issue.

The Prospectus and the Circular have been submitted to the Financial Conduct Authority and shall shortly be available for download from the Company’s website (https://www.foresightenterprisevct.com) and the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism).

For further information, please contact:
Company Secretary
Foresight Group LLP
Contact: Gary Fraser Tel: 0203 667 8100

Investor Relations
Foresight Group LLP
Contact: Ellie Kakoulli Tel: 0203 667 8181

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