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Northern Vcts NORTHERN VCTS PROSPECTUS 1 Contents Page Summary 5 Risk Factors 11 Letter from the Chairmen of the Companies 13 Part I The Offers 15 The investment opportunity 15 Investment strategy 15 Reasons for the Offers and use of proceeds 16 Summary of current portfolios 17 Corporate objectives and investment policies 18 Dividend policy and Dividend Investment Schemes 19 Share buyback policies 20 Taxation benefits to Investors 20 Track record of the Companies 21 The Manager 22 Directors 30 Operation of the Companies and board practices 32 Costs 35 Other information 37 Forward-looking statements 39 Part II Financial information on Northern Venture Trust 40 Part III Financial information on Northern 2 VCT 42 Part IV Financial information on Northern 3 VCT 45 Part V General information on the Companies 48 Part VI Taxation considerations for Investors 76 Part VII Definitions 79 Part VIII Additional information 82 Part IX Terms and conditions of application 87 Annex I Terms and conditions of the Dividend Investment Schemes 91 Directors and advisers 98 Offer statistics and timetable Gross proceeds of the Offers, if fully subscribed (£13.3 million per Company) £40,000,000 Minimum investment per applicant (in all or any of the three Companies – minimum £2,000 in any £6,000 one Company) Maximum investment on which VCT tax reliefs are available £200,000 Offers open 8.00am on 9 January 2020 Offers close (unless fully subscribed at an earlier date) 12 noon on 1 April 2020 Financial calendar for Northern Venture Trust Financial year end 30 September Annual results announcement and annual report published November Annual general meeting December Dividends paid (first dividend in respect of the Offer Shares expected June 2020) June and December Half-yearly results announcement and half-yearly report published May Financial calendar for Northern 2 VCT Financial year end 31 March Annual results announcement and annual report published May Annual general meeting July Dividends paid (first dividend in respect of the Offer Shares expected July 2020) July and January Half-yearly results announcement and half-yearly report published November Financial calendar for Northern 3 VCT Financial year end 31 March Annual results announcement and annual report published May Annual general meeting July Dividends paid (first dividend in respect of the Offer Shares expected July 2020) July and January Half-yearly results announcement and half-yearly report published November 2 This document comprises a Prospectus related to Northern Venture Trust PLC, Northern 2 VCT PLC and Northern 3 VCT PLC (the “Companies” and individually “Company”), prepared in accordance with the prospectus regulation rules (the “Prospectus Regulation Rules”) of the Financial Conduct Authority (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000 (the ”FSMA”). The Prospectus has been approved by the FCA as competent authority under Regulation (EU) 2017/1129 and in accordance with section 87A of FSMA and has been made available to the public in accordance with Prospectus Regulation Rule 3.2.2. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. Such approval should not be considered as an endorsement of any Company or the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities. This Prospectus has been drawn up as part of a simplified prospectus in accordance with Article 14 of Regulation (EU) 2017/1129. A brief summary written in non-technical language and conveying the essential characteristics and risks associated with the Companies and the ordinary shares in the capital of the Companies (the “Offer Shares”) which are being offered for subscription (the “Offers”) is contained in a summary on pages 5 to 10 of this document. The Prospectus has been filed with the FCA in accordance with the Prospectus Regulation Rules and you are advised to read it in full. The Companies and their Directors (whose names are set out on pages 30 and 31) each accept responsibility for the information contained in the Prospectus. To the best of the knowledge of the Companies and the Directors the information contained in the Prospectus is in accordance with the facts and makes no omission likely to affect its import. The Companies and the Directors consent to the use of the Prospectus and accept responsibility for the content of the Prospectus, with respect to subsequent resale or final placement of securities by financial intermediaries, from the date of the Prospectus until the close of the Offers. The Offers are expected to close no later than 1 April 2020. There are no conditions attaching to this consent. Financial intermediaries may only use the Prospectus in the UK. Information on the terms and conditions of the Offers will be given to Investors by financial intermediaries at the time that the Offers are introduced to Investors. Any financial intermediary using the Prospectus must state on its website that it is using the Prospectus in accordance with this consent. Northern Venture Trust PLC (Incorporated in England and Wales under the Companies Act 1985 with registered number 03090163) Northern 2 VCT PLC (Incorporated in England and Wales under the Companies Act 1985 with registered number 03695071) Northern 3 VCT PLC (Incorporated in England and Wales under the Companies Act 1985 with registered number 04280530) Offers for subscription in the 2019/20 tax year to raise up to £13,333,334 for Northern Venture Trust and up to £13,333,333 for each of Northern 2 VCT and Northern 3 VCT Following the Offers, assuming full subscription and based on the illustrative Offer Prices for applications through an execution only platform or broker where commission of 2.25% is waived by the intermediary, the Companies’ issued and to be issued share capital will be as follows: Issued and to be issued fully paid No. of Shares Nominal value Northern Venture Trust – Ordinary Shares of 25p each (ISIN 158,567,852 £39,641,963 GB0006450703) Northern 2 VCT – Ordinary Shares of 5p each (ISIN GB0005356430) 160,363,022 £8,018,151 Northern 3 VCT – Ordinary Shares of 5p each (ISIN GB0031152027) 107,787,667 £5,389,383 The existing Shares issued by the Companies are listed on the Official List of the FCA and traded on the London Stock Exchange’s main market for listed securities. Application will be made to the FCA for all of the Offer Shares to be issued pursuant to the Offers to be listed on the Official List and will be made to the London Stock Exchange for the Offer Shares to be admitted to trading on its main market for listed securities. It is expected that Admission to the Official List will become effective and that dealings in the Offer Shares will commence three Business Days following allotment. Dealings may begin before notification of allotments is made. Revocation of the Offers cannot occur after dealings in the Offer 3 Shares have commenced. The Offer Shares will rank pari passu with existing issued Ordinary Shares from the date of issue. Howard Kennedy Corporate Services LLP (“Howard Kennedy”), which is authorised and regulated in the UK by the FCA, is acting as sponsor for the Companies and no-one else and will not be responsible to any other person for providing the protections afforded to customers of Howard Kennedy or for providing advice (subject to those responsibilities and liabilities arising under FSMA and the regulatory regime established thereunder). Copies of this document are available (and any supplementary prospectus published by the Companies will be available) free of charge from the offices of Mercia Fund Management Limited at Forward House, 17 High Street, Henley-in-Arden B95 5AA (website: www.mercia.co.uk) and from the offices of Howard Kennedy Corporate Services LLP at 1 London Bridge, London SE1 9BG (website: www.howardkennedy.com). Your attention is drawn to the risk factors set out on pages 11 and 12 of this document. An investment in the Companies is only suitable for investors who are capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which might arise. If you are in doubt as to the action you should take, you should consult an independent financial intermediary authorised under FSMA. 4 Summary Summaries are made up of disclosure requirements found in the Prospectus Regulation Rules. This summary contains all of the requirements to be included in a summary for this type of security and issuer. Introduction, containing Warnings Name and ISIN of the Securities Northern Venture Trust PLC: Ordinary Shares of 25p each (ISIN GB0006450703) Northern 2 VCT PLC: Ordinary Shares of 5p each (ISIN GB0005356430) Northern 3 VCT PLC: Ordinary Shares of 5p each (ISIN GB0031152027) Identity and Contact Details of Issuers The issuers are: Northern Venture Trust PLC (registered number 03090163 and legal entity identifier 213800HR3R4WFICYFN46); Northern 2 VCT PLC (registered number 03695071 and legal entity identifier 213800K2EJ4CM6G9K687); and Northern 3 VCT PLC (with registered number 04280530 and legal entity identifier 213800MWOA6W221PI432) and their principal place of business and registered offices are at Time Central, 32 Gallowgate, Newcastle upon Tyne NE1 4SN (telephone no: 0191 2446000). Competent Authority approving the The Financial Conduct Authority. Prospectus 12 Endeavour Square, London E20 1JN. Date of Approval of the Prospectus 9 January 2020. Warnings This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor. Investors could lose all or part of their invested capital. Where a claim relating to the information contained in this Prospectus is brought before a court, the claimant investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the III:5.1( legal proceedings are initiated.
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