12 September 2025
Guinness VCT plc
Publication of Prospectus and Circular
Guinness VCT Plc (the "Company") has today published a prospectus dated 12 September 2025 (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.
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:
| 31 October 2025 |
3.00% |
| 31 December 2025 |
2.00% |
| 31 January 2026 |
1.00% |
Applications received from 1 February 2026 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 maiden dividend in early 2026 which is expected to be paid after 1 April 2026. 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 2026. 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 2026 for a 2025/26 tax year allotment.
General Meeting
The Circular includes a notice of a general meeting to be held at 3 p.m. on 7 October 2025 (the "General Meeting"). Pursuant to an agreement dated 12 September 2025 relating to the Offer between, inter alia, the Company and Guinness Ventures Limited ("GVL"), a subsidiary of the Company's investment manager, GVL will charge the Company an 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; or
· for investors receiving financial advice, 3% of gross funds remitted under the Offer.
As GVL 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 payment of the above fees by the Company to GVL is a transaction to which UK Listing Rule 11.5.5 applies. Accordingly, the Offer is conditional on shareholders passing a resolution approving the payment of the above fees ("Resolution 1)" at the General Meeting.
The Offer will open on 12 September 2025, and close on 30 June 2026, or such other earlier or later date to be determined at the Directors' absolute discretion.
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.guinnessventures.com/products/guinness-vct .
For further information, please contact:
Hugo Vaux
Guinness Asset Management Limited (Manager)
vct@guinness ventures .com
Robin Smeaton
The City Partnership (UK) Limited (Company Secretary)
Keith Lassman
Howard Kennedy Corporate Services LLP (Sponsor)
k eith. l [email protected]
LEI: 213800XCDAOPJBNOI483
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