Issue of B Ordinary Shares of 1p each
06/04/2021

Issue of B Ordinary Shares of 1p each

Pembroke VCT plc (the “Company”)

On 3 April 2021, 1,227,086 B Ordinary Shares (the “B Shares”) were allotted by the Company. Applications for the B Shares had been received in connection with the Company’s offer for subscription for up to £20 million of B Ordinary Shares with an over-allotment facility for up to a further £20 million of B Ordinary Shares (the “Offer”) but were allotted outside of the Offer on account of the Offer being full, but on the same terms and conditions relating to the Offer (the “Offer Terms”). In accordance with the Offer Terms, the offer prices at which the B Shares were allotted were calculated by reference to the audited net asset value of a B Ordinary Share in the Company as at 31 December 2020 of 113.2p per B Ordinary Share (adjusted for the dividend of 4p per B Ordinary Share paid on 2 March 2021).  The offer prices at which the B Shares were issued and allotted ranged from 109.20p to 117.44p per B Share.

Pembroke Investment Managers LLP (“PIM”), as promoter of the Offer, will receive a fee calculated on the value of each application for B Shares as follows:

  • 5.5% for investors who have invested directly into the Company or invested through an intermediary/platform and have not received advice;
  • 3.0% for investors who have invested 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.

Following the allotment above the total number of B Ordinary Shares in issue is 135,992,905.    Therefore, the total number of voting rights in the Company is 135,992,905.  This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change of interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.

Application for the B Shares to be admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s main market for listed securities will be made shortly and dealings are expected to commence on or around 19 April 2021.  CREST accounts are expected to be credited as soon as practicable following the allotment and definitive documents of title are expected to be dispatched within ten business days of allotment.

For further information, please contact:

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

+44 20 7766 6900

Doreen Nic

The City Partnership (UK) Limited (Company Secretary)

enquiries@city.uk.com

Keith Lassman

Howard Kennedy Corporate Services LLP

+44 20 3755 5561

Media enquiries (Press Office)

Zoe Powell

Share Communications

team@sharecomms.co.uk

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