Offers for Subscription and Issue of Prospectus

Gresham House Income & Growth VCT

02 February 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

Gresham House Income & Growth VCT plc      (LEI: 213800FPC15FNM74YD92)

Gresham House Income & Growth 2 VCT plc   (LEI: 213800HKOSEVWS7YPH79)

(the "Companies" and each a "Company")

2 February 2026

Offers for Subscription and Issue of Prospectus

This announcement is made jointly by Gresham House Income & Growth VCT plc ("GHV1") and Gresham House Income & Growth 2 VCT plc ("GHV2"), which are advised by Gresham House Asset Management Limited ("Gresham House").

The Boards of the Companies are pleased to announce the launch of offers for subscription to raise, in aggregate, up to £65 million, with over-allotment facilities to raise, in aggregate, up to a further £30 million (together the "Offers" and each an "Offer"). The amount each Company is seeking to raise is set out below:

	GHV1	GHV2
Maximum amount to be raised (excluding the over-allotment facility)	£32.5 million	£32.5 million
Maximum amount to be raised (including the over-allotment facility)	£47.5 million	£47.5 million

Full details of the Offers are contained in the prospectus issued by the Companies today ("Prospectus"). The Offers will open for applications at 12 noon on 5 February 2026 and will close for Applications (unless fully subscribed earlier or otherwise at the discretion of the relevant Board) on 31 March 2026 in respect of the 2025/26 tax year, unless a Board decides to extend the Offer in relation to the relevant Company or the Offers are fully subscribed or otherwise closed by the respective Board before this time. If the Offers from either one or both Companies are not fully subscribed by 31 March 2026, the Directors reserve the right to allow their respective Offer to remain open for at least part of the 2026/27 tax year, but not beyond 27 January 2027. If a Board decides (in consultation with Gresham House) to utilise its Company's over-allotment facility, this will be advised through a RIS announcement.

Investors can select which of the Companies they wish to invest in. Investors can apply to invest equally in both of the Companies or different amounts in one or both of the Companies (subject to an Offer not having closed prior to the application form being processed). The amount subscribed under each Offer will be invested into new ordinary shares of 1p each in the relevant Company.

Applications under an Offer will be accepted on a 'first-come, first-served' basis, subject always to the discretion of the relevant Company's board of directors. For these purposes 'first-come, first-served' shall be assessed based on the date and time of receipt of a fully completed application, subject to receipt of application monies (in full) in cleared funds within five business days thereafter (or, if earlier, before an Offer deadline or close of the Offer) to retain the applicant's position of priority.

The Prospectus, which has been approved by the Financial Conduct Authority, will shortly be available for download from the Companies' websites at:

•           GHV1: https://greshamhouse.com/gresham-house-income-growth-vct-plc/

•           GHV2: https://greshamhouse.com/gresham-house-income-growth-2-vct-plc/

The Prospectus will also shortly be available for inspection at the National Storage Mechanism, which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Pursuant to an offers' agreement dated 2 February 2026 relating to the Offers between, among others, each Company and Gresham House, each Company will pay Gresham House a fee of an amount representing 3.0% of the Investment Amounts (as defined in the Prospectus) in respect of applications accepted under its Offer, less an amount equal to (i) 0.5% of the Investment Amounts in respect of investors who receive advice from a financial adviser other than in respect of a Professional Client (as defined in the Prospectus) investor (and the application forms are completed by the financial adviser on this basis), (ii) 0.5% of the Investment Amounts where initial commission is waived by intermediaries in respect of applications from 'execution only' investors and Professional Client investors, (iii) 0.5% of the Investment Amounts in respect of direct investors who are existing shareholders in either of the Companies and (iv) any further amounts by which Gresham House agrees (at its discretion, but subject to not reducing Offer Costs (as defined in the Prospectus) to nil) to reduce its fees in respect of such applications, such amount being inclusive of VAT.

As Gresham House is a related party of each Company under the Listing Rules of the Financial Conduct Authority, the payment of such fee by each Company to Gresham House is a transaction to which UKLR 11.4R applies. The Board of each Company considers the arrangements for the payment of the fee under the offers agreement to be fair and reasonable as far as the shareholders of that Company are concerned, having been so advised by the Company's sponsor, Howard Kennedy Corporate Services LLP.

For further information, please contact:

Gresham House Asset Management Limited

Company Secretary

Telephone: [phone]

Please note that GHV1, GHV2 and Gresham House cannot give any financial, legal, tax or investment advice.

 

END