THAMES VENTURES VCT 1 PLC

Prospectus • Sep 11, 2020

National Storage Mechanism | Additional information

Downing ONE VCT plc (“the Company")

LEI: 213800R88MRC4Y3OIW86

11 September 2020

Publication of Prospectus

The Company has today issued a prospectus relating to an offer for subscription for ordinary shares of 1p each in the Company ("New Shares") to raise up to £15 million (the "Offer") (equivalent to approximately 24,232,633 Shares), following the approval of the prospectus from the Financial Conduct Authority. The Offer also includes an overallotment facility to issue up to a further £25 million worth of New Shares. The maximum number of shares that may be allotted under the Offer is 64,620,355.

Pursuant to an agreement dated 11 September 2020 relating to the Offer, between the Company and Downing LLP (the "Investment Adviser"), the Company's investment adviser, and which constitutes a smaller related party transaction within Listing Rule 11.1.10 R, the Investment Adviser will receive:

• in respect of advised investors, a one-off fee of 2.5% of the monies subscribed under the Offer

• in respect of non-advised investors, a one-off fee of 4.5% of the monies subscribed under the Offer, and

  - an annual trail fee of 0.25% of the Net Asset Value of the New Shares for a maximum of five years following the investment.

The Offer is now open and will close at 3:00 pm on 1 April 2021 for the 2020/2021 tax year and 3:00 pm on 30 April 2021 for the 2021/2022 tax year, or earlier if the Offer is fully subscribed. The board of the Company reserves the right to close the Offer earlier or to extend the Offer (to no later than 31 August 2021).

The Prospectus has been approved by the Financial Conduct Authority and will shortly be available to view at the online viewing facility of the National Storage Mechanism at the following website address: data.fca.org.uk//nsm/nationalstoragemechanism

Copies of the Prospectus are available, free of charge from the Company's registered office, St. Magnus House, 3 Lower Thames Street, London EC3R 6HD and on Downing's website at www.downing.co.uk/assets/d1-prospectus