Foresight VCT PLC : Publication of Prospectus

18 January 2016

Foresight VCT PLC ("Company")
Publication of Prospectus


Publication of a Prospectus relating to an Offer for Subscription to raise in aggregate up to £30,000,000 by issues of Ordinary Shares ("Offer")

Summary

The board of the Company ("Board") is pleased to announce the publication of a Prospectus relating to the Offer to raise up to £30 million*.  Shareholders will shortly receive a copy of a securities note (which, together with a summary and registration document dated 18 January 2016, form the "Prospectus").

Background and reasons for the offer

The Board launched a prospectus offer on 31 October 2014 which was well received by both new and existing investors, raising over £19.3 million out of a £20 million target when it closed early on 8 June 2015 due to the announcement of merger discussions with Foresight 2 VCT plc. Following a number of new and follow on investments and the payment of a £2.9 million dividend to the Company's Ordinary shareholders in March 2015, the Board wishes to ensure that the Company is in a position to pursue its current programme of investment in the medium term.

In the last twelve months the Company's Ordinary Share fund has invested in seven new unquoted companies, investing over £14 million across a broad range of sectors including business services, industrials, healthcare, software and ecommerce.

It is the Board's view that this further Offer, as set out in the Prospectus, can build on recent successfully completed investments by raising further funds in what is a gradually improving UK economy, notwithstanding wider macroeconomic turbulence.

Following the recent merger with Foresight 2 VCT plc, the Company's Ordinary Shares fund now comprises over £77 million of assets, with investments in 27 UK headquartered unquoted companies valued at over £58 million and with over £17 million of cash. Originally a technology focused fund, the Ordinary Shares portfolio has been progressively reshaped and today it is a diversified, generalist fund. 

Over time the investment focus of the Ordinary Shares fund has evolved in anticipation of how investment returns may best be maintained for the benefit of Ordinary Shareholders. For several years the Ordinary Shares fund has focused its available funds on private equity investments across a broad range of sectors. This has resulted in a steady rate of new investments into businesses with demonstrable potential for both revenue and sustainable profit growth.

Recent changes to the VCT rules include limiting the age of potential investee companies and prohibiting replacement capital transactions. Notwithstanding these changes, the Company's manager has informed the Board that it is confident, having been completing growth capital transactions for over 30 years, that the Company can maintain its investment activity based on the attractive growth capital investments which the Manager continues to be offered.

Dividend

The Board is pleased to announce an interim dividend of 7.0p per Ordinary Share to be paid on 1 April 2016. This dividend will have a record date of 18 March 2016 and an ex-dividend date of 17 March 2016.
This dividend represents an increase of 16.7% over the dividend paid in 2015, a net yield of 8.0% based on the last published NAV of 88.0p per Ordinary Share. This dividend (which has been declared but not yet paid) will bring the total amount paid in dividends over the five-year period 2012-2016 (inclusive) to 35.5p per Ordinary Share, an average of over 7.0p per year. The Board is pleased that the Company has maintained its annual dividend payments at or above its target of 5.0p per Ordinary Share during that period and the Board will continue to pursue this out-performance in the future.

Investment opportunity

The Company's manager continues to experience a strong deal flow of high quality private equity investment opportunities. Within the portfolio, both recent investments such as Protean Software and Accessory Bits, and more mature investments such as Aquasium Technology and Autologic Diagnostics, are generating good profits and are considered by the Directors and the Manager as having significant growth opportunities ahead of them.

Funds raised under the Offer will also increase the Company's net assets overall and allow the Company's administrative costs to be spread across a wider asset base, so that the administrative costs of the Company per Share can be reduced.

Pursuant to a sponsor and promoter agreement dated 18 January 2016 relating to the Offer between, among others, the Company and Foresight Group LLP the ("Promoter"), Promoter will receive a fee of an amount up to a maximum of 5.5% of the amount subscribed under the Offer by Investors who apply through a financial intermediary, where permissible, (subject to a maximum aggregate payment of £1.65 million, unless the Offer is increased) for acting as promoter of the Offer.  

As the Promoter is a related party of the Company under the Listing Rules, the payment of the fee by the Company to the Promoter is a transaction to which Listing Rule 11.1.10R applies.

Further Information

The Offer is now open and will close at noon on 5 April 2016 for the 2015/2016 tax year and 31 August 2016 for the 2016/2017 tax year or earlier if the Offer is fully subscribed or otherwise at the Board's discretion.

*The Board may increase the size of the Offer by a further £10,000,000 at its discretion.

Full details of the Offer will be set out in the Registration Document, Summary and Securities Note which together comprise a Prospectus in accordance with the Prospectus Rules made under Section 84 of FSMA, and which is published as at today's date.  A circular will be published and posted to Shareholders in due course detailing the resolutions to be approved by Shareholders, required to implement the Offer. The Offer is conditional on the passing of certain of the Resolutions to be proposed at a general meeting to be held in the first quarter of 2016.

All documents comprising the Prospectus will also available from the offices of the Promoter, The Shard, 32 London Bridge Street, London SE1 9SG and the following website: http://www.foresightgroup.eu.

A copy of the Prospectus has also been submitted to the Financial Conduct Authority and will be shortly available for inspection on both the Promoter's website (www.foresightgroup.eu) as well as at the National Storage Mechanism (www.morningstar.co.uk/uk/nsm).

For further information, please contact:
Gary Fraser
Foresight Group LLP
Telephone: [phone]

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Foresight VCT PLC via Globenewswire

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