Baronsmead Vt Regulatory News (BVT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR south africa OR any jurisdiction in which the same could be unlawful. 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 south africa.

BARONSMEAD VCT 2 PLC

8 FEBRUARY 2016

ISSUE OF NEW SHARES IN CONNECTION WITH THE RECONSTRUCTION AND WINDING UP OF BARONSMEAD VCT PLC AND OFFER FOR SUBSCRIPTION

Issue of New Shares pursuant to the Scheme

The Board of Baronsmead VCT 2 plc (the "Company") refers to the circular and prospectus published by the Company on 11 January 2016 in connection with, inter alia, the participation of the Company in the proposed scheme for the reconstruction and winding up of Baronsmead VCT plc ("BVCT"). 

The Board is pleased to announce that, following the passing of the resolutions at the general meeting of BVCT earlier today, the Company will acquire £79.2 million of assets of BVCT in consideration for the issue of New Shares to BVCT Shareholders. The portfolio of assets acquired is identical to the Company's current portfolio, with the exception of one investment which is held by the Company, but not BVCT.

The number of New Shares to be issued to BVCT Shareholders under the BVCT Scheme is based on the adjusted Net Asset Value of an Ordinary Share (the "FAV per Ordinary Share") and the adjusted Net Asset Value of a BVCT Share (the "FAV per BVCT Share"). The FAV per Ordinary Share and the FAV per BVCT Share were calculated as at close of business on 31 January 2016. The FAV per Ordinary Share was 99.68 pence and the FAV per BVCT Share was 75.98 pence. Accordingly, BVCT Shareholders will receive approximately 0.762239 New Shares (rounded down to the nearest whole share) for every BVCT Share held by them. In aggregate, 79,425,134 New Shares will be issued to BVCT Shareholders.

Applications have been made for the New Shares to be issued pursuant to the Scheme to be admitted to the Official List (with a Premium Listing) and to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market. It is expected that Admission will occur and dealings will commence in the New Shares to be issued pursuant to the Scheme at 8.00 a.m. on 11 February 2016.

Issue of New Shares pursuant to the Offer

The Board is also pleased to announce that the Company has raised gross proceeds of £10 million pursuant to the Offer set out in the prospectus.

New Shares issued under the Offer will be issued at an issue price of 102.80 pence and 9,727,419 New Shares in aggregate will be issued pursuant to the Offer. The issue price has been calculated by dividing the Company's latest published Net Asset Value of 99.68 pence published on 4 February 2016 by 0.97 in accordance with the pricing formula set out under the Offer.

Applications have been made for the New Shares to be issued pursuant to the Offer to be admitted to the Official List (with a Premium Listing) and to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market. It is expected that Admission will occur and dealing will commence in the New Shares to be issued pursuant to the Offer at 8.00 a.m. on 11 February 2016.

Total voting rights

Each Ordinary Share has one voting right. Following the issue of New Shares pursuant to the Scheme and the Offer, the Company will have 184,124,685 Ordinary Shares in issue (of which 11,963,819 Ordinary Shares are held in treasury). The total number of voting rights in the Company will therefore be 172,160,866 and this figure may be used by Ordinary Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules. 

Changes to the Board

Following approval of the Proposals, Peter Lawrence has taken over as Chairman of the Company and Les Gabb and Valerie Marshall have joined the board of the Company as non-executive directors, with immediate effect. In addition, Gillian Nott OBE and Howard Goldring have retired as Directors of the Company. Save for as disclosed in the Prospectus, there are no other details to be disclosed pursuant to Listing Rule 9.6.13 in relation to this Board appointment. A copy of the Prospectus is available for inspection at the National Storage Mechanism, which is located at http://www.morningstar.co.uk/uk/NSM.

Change of Name

Following the Merger, the Company has changed its name to "Baronsmead Venture Trust plc". Trading is expected to commence on 9 February 2016 under the new name. The Company's ticker, ISIN and SEDOL will remain the same.

Definitions

Terms defined in the circular published by the Company on 11 January 2016 have the same meanings in this announcement unless the context requires otherwise.

Further information

For further information please contact.

Michael Probin - VCT investor relationsLivingbridge VC LLP020 7506 5796

Notes

This announcement is for information purposes only and does not purport to be full or complete and any decision regarding the Proposals should be made only on the basis of the Circular and the Prospectus. 

This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investment in any jurisdiction, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor. 

The issue and the distribution of this announcement, the Circular and/or the Prospectus in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to this announcement, the Circular and/or the Prospectus comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.