Offers for Subscription to raise up to £50 million in aggregate, together with an Over-allotment Facility to raise up to a further £25 million in aggregate

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

This document comprises a prospectus relating to Baronsmead Venture Trust plc and Baronsmead Second Venture Trust plc (the "Companies"). This document has been approved by the Financial Conduct Authority (the "FCA"), as competent authority under the UK version of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Companies that are the subject of this prospectus, nor should it be considered as an endorsement of 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 Shares. This document has been drawn up as part of a simplified prospectus in accordance with Article 14 of the Prospectus Regulation. This document will be made available to the public in accordance with the Prospectus Regulation Rules by being made available at www.baronsmeadvcts.co.uk.

The Directors of Baronsmead Venture Trust plc ("BVT"), whose names appear on page 25 of this document, and BVT each accept responsibility for the information contained in this document, other than those parts of the document that specifically relate to BSVT. To the best of the knowledge of the BVT Directors and BVT the information contained in those parts of this document for which they are responsible is in accordance with the facts and those parts of this document make no omission likely to affect the import of such information.

The Directors of Baronsmead Second Venture Trust plc ("BSVT"), whose names appear on page 25 of this document, and BSVT each accept responsibility for the information contained in this document, other than those parts of the document that specifically relate to BVT. To the best of the knowledge of the BSVT Directors and BSVT the information contained in those parts of this document for which they are responsible is in accordance with the facts and those parts of this document make no omission likely to affect the import of such information.

Baronsmead Venture Trust plc

(a company incorporated in England and Wales with registered number 03504214)

and

Baronsmead Second Venture Trust plc

(a company incorporated in England and Wales with registered number 04115341)

Offers for Subscription to raise up to £50 million in aggregate, together with an Over-allotment Facility to raise up to a further £25 million

	Page
Summary	4
Risk Factors	11
Important Information	15
Terms of the Offers	21
The Companies	23
Directors, Investment Manager and Advisers	25
Part 1 – Letter from the Chairmen of the Companies	26
Part 2 – Further information on the Companies	28
Part 3 – Directors, Investment Manager, Custodian Arrangements and Administration	34
Part 4 – The Offers	40
Part 5 – Financial Information (Including Portfolio Information)	45
Part 6 – Taxation	59
Part 7 – General Information	64
Part 8 – Terms and Conditions of Subscription under the Offers	84
Part 9 – Definitions	94
Notes on how to complete the Subscription Form	103
Subscription Form for the Offers	109

Summary

Introduction and Warning

Name and ISIN of securities

This document relates to the issue of new ordinary shares of 10 pence each in the capital of Baronsmead Venture Trust plc ("BVT") and new ordinary shares of 10 pence each in the capital of Baronsmead Second Venture Trust plc ("BSVT").

PR (Art 7) 4(a)

PR (Art 7) 5(a)

PR (Art 7) 4(b) PR (Art 7) 6(a) i

PR (Art 7) 5(e)

PR (Art 7) 5(d)

PR (Art 7) 5(b)

PR (Art 7) 3

Ticker for the BVT Shares: BVT ISIN of the BVT Shares: GB0002631934

Ticker for the BSVT Shares: BMD ISIN of the BSVT Shares: GB0030028103

Identity and contact details of the issuer

Name: Baronsmead Venture Trust plc LEI: 213800VQ1PQHOJXDDQ88 Registered office: 5 New Street Square, London EC4A 3TW Telephone: 020 3875 9862

Name: Baronsmead Second Venture Trust plc LEI: 2138008D3WUMF6TW8C28 Registered office: 5 New Street Square, London EC4A 3TW Telephone: 020 3875 9862

Identity and contact details of the competent authority

Name: Financial Conduct Authority Head office: 12 Endeavour Square, London E20 1JN Tel: 020 3837 6270

Date of approval of the prospectus

4 November 2021

Warning

The following summary should be read as an introduction to the prospectus. Any decision to invest in New BVT Shares or New BSVT Shares should be based on a consideration of this document as a whole by the investor. An investor could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of this document or it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in such securities. PR (Art 7) 5

It should be remembered that the value of the New BVT Shares and the New BSVT Shares, and the income from such shares (if any), may go down as well as up. An investment in either of the Companies is only suitable for investors who are capable of evaluating the risks and merits of such investment and who understand the potential risk of capital loss (which may be equal to the whole amount invested).

Key Information on the Issuers

Who are the issuers of the securities?

Details of the Companies

BVT was incorporated and registered in England and Wales on 29 January 1998 as a public company limited by shares under the Companies Act 1985 with registered number 03504214 and BVT's LEI is 213800VQ1PQHOJXDDQ88. BVT is a tax efficient listed company which aims to achieve long-term investment returns for private investors, including tax-free dividends.

BSVT was incorporated and registered in England and Wales on 22 November 2000 as a public company limited by shares under the Companies Act 1985 with registered number 04115341 and BSVT's LEI is 2138008D3WUMF6TW8C28. BSVT is a tax efficient listed company which aims to achieve long-term investment returns for private investors, including tax-free dividends.

The principal legislation under which the Companies operate is the Companies Act 2006.

Principal activities

The Companies each carry on business as a venture capital trust. The investment objective of BVT is to achieve longterm investment returns for private investors, including tax-free dividends. The investment objective of BSVT is to achieve long-term investment returns for private investors, including tax free dividends. PR (Art 7) 6(a)(ii)

Over the past ten years, both Companies have paid a dividend yield of 7 per cent. or more of the Opening NAV per annum and the intention is for both Companies to continue to exceed the 7 per cent. target if investment performance allows.

Major Shareholders

As at close of business on 2 November 2021 (being the latest practicable date prior to the publication of this document), the Companies and the Directors were not aware of any person or persons who, directly or indirectly, jointly or severally, exercised or could exercise control over the Companies. There are no different voting rights for any Shareholder in respect of a relevant Company. PR (Art 7) 6(a) iii

Directors and Investment Manager

The Companies are authorised as self managed AIFMs for the purposes of the AIFMD. The Boards have delegated the portfolio management activities relating to each of the Companies to Gresham House Asset Management Limited (the "Investment Manager"). The BVT Directors are as follows: PR (Art 7) 6(a) iv

Peter Lawrence (Chairman);
Les Gabb;
Susannah Nicklin;
Michael Probin; and
Fiona Miller Smith.

All of the BVT Directors are non-executive directors.

The BSVT Directors are as follows:

Sarah Fromson (Chairman);
Tim Farazmand;
Malcolm Groat; and
Graham McDonald.

All of the BSVT Directors are non-executive directors.

Statutory auditors

The auditor of each Company is BDO LLP.

What is the key financial information regarding the issuers? BVT

Information relevant to closed-end funds

Selected audited financial information relating to the Company which summarises the financial condition of BVT for the financial year ended 30 September 2020 (audited) is set out in the following table.

Share class	Total NAV (£'000)	No. of Shares (excluding treasury shares)	NAV per Share (p)	NAV per Share (p) (as at 31 March 2021 (unaudited))
Ordinary	164,834	231,016,950	71.35	79.16

Income statement for closed-end funds

Selected audited financial information relating to BVT which summarises the financial condition of BVT for the financial year ended 30 September 2020 and the six-month periods ended 31 March 2021 and 31 March 2020 is set out in the following table.

PR (Art 7) 6(b)

PR (Art 7) 6(a) v

	Unaudited interim report for the six months ended 31 March 2021			Annual financial report for the year ended 30 September 2020			Unaudited interim report for the six months ended 31 March 2020
	Revenue	Capital	Total	Revenue	Capital	Total	Revenue	Capital	Total
Gains/(losses) on investments (£'000) Income (£'000) Performance fee (accrued/paid)	— 436	31,241 —	31,241 436	— 3,679	5,865 —	5,865 3,679	— 369	(13,269) —	(13,269) 369
(£'000) Investment Management fee	—	(286)	(286)	—	—	—	—	—	—
(accrued/paid) (£'000) Any other material fees (accrued/	(471)	(1,414)	(1,885)	(750)	(2,251)	(3,001)	(363)	(1,088)	(1,451)
paid) to service providers (£'000) Net profit/(loss) after taxation (£'000) Basic and diluted (loss)/earnings	(342) (377)	— 29,541	(342) 29,164	(599) 1,997	— 3,947	(599) 5,944	(331) (325)	— (14,357)	(331) (14,682)
per Ordinary Share (p)	(0.15)	11.72	11.57	0.90	1.77	2.67	(0.15)	(6.65)	(6.80)

Balance sheet for closed-end funds

	Year ended 30 September 2020 (audited)	6 months ended 31 March 2021 (unaudited)
Total net assets (£'000)	164,834	215,528
NAV per Share (p)	71.35	79.16

There is no pro formafinancial information relating to BVT in this document.

There were no qualifications in the audit report for BVT in respect of the financial year ended 30 September 2020.

BSVT

Information relevant to closed-end funds

Selected audited financial information relating to the Company which summarises the financial condition of BSVT for the financial year ended 30 September 2020 (audited) is set out in the following table.

PR (Art 7) 6(b)

Share class	Total NAV (£'000)	No. of Shares (excluding treasury shares)	NAV per Share (p)	NAV per Share (p) (as at 31 March 2021 (unaudited))
Ordinary	182,317	247,251,570	73.74	83.07

Income statement for closed-end funds

Selected audited financial information relating to BSVT which summarises the financial condition of BSVT for the financial year ended 30 September 2020 and the six month periods ended 31 March 2021 and 31 March 2020 is set out in the following table.

	Unaudited interim report for the six months ended 31 March 2021			Annual financial report for the year ended 30 September 2020			Unaudited interim report for the six months ended 31 March 2020
	Revenue	Capital	Total	Revenue	Capital	Total	Revenue	Capital	Total
Gains/(losses) on investments (£'000)	—	37,141	37,141	—	8,680	8,680	—	(15,852)	(15,852)
Income (£'000)	566	—	566	4,008	—	4,008	519	—	519
Performance fee (accrued/paid)
(£'000)	—	—	—	—	—	—	—	—	—
Investment Management fee
(accrued/paid) (£'000)	(661)	(1,983)	(2,644)	(1,078)	(3,235)	(4,313)	(529)	(1,586)	(2,115)
Any other material fees (accrued/
paid) to service providers (£'000)	(377)	—	(377)	(674)	—	(674)	(362)	—	(362)
Net profit/(loss) after taxation (£'000)	(472)	35,158	34,686	1,981	5,720	7,701	(372)	(17,438)	(17,810)
Basic and diluted (loss)/earnings per
Ordinary Share (p)	(0.18)	13.23	13.05	0.82	2.36	3.18	(0.16)	(7.35)	(7.51)

Balance sheet for closed-end funds

	Year ended 30 September 2020 (audited)	6 months ended 31 March 2021 (unaudited)
Total net assets (£'000)	182,317	237,328
NAV per Share (p)	73.74	83.07

There is no pro formafinancial information relating to BSVT in this document.

There were no qualifications in the audit report for BSVT in respect of the financial year ended 30 September 2020.

What are the key risks that are specific to the issuers?

The following are brief descriptions of what the BVT Directors and BSVT Directors believe, at the date of publication of this document, to be the key material risks specific to the Companies. PR (Art 7) 6(c), 10

• There can be no guarantee that the Companies' investment objectives will be achieved or that suitable investment opportunities will be available. The performance of the Company (and the ability to achieve returns for Shareholders) will be dependent on the investment opportunities sourced by the Investment Manager and the performance of those investments. The ability of the Companies to generate returns on the unquoted investments in their Portfolios is dependent, in particular, on the ability of key skilled professionals from the Investment Manager to source, evaluate and close such investments and then monitor and realise the investments. If any of the relevant individuals cease to be employed by the Investment Manager or be involved in the management of the Portfolios, their knowledge and understanding of the investee companies may be lost and this may have an adverse effect on the performance of the Companies and the returns they are able to make to Shareholders.

Any change of governmental, economic, fiscal, monetary or political policy, in particular any changes to taxation, tax reliefs and changes to the VCT rules, could materially affect, directly or indirectly, the operation and/or the performance of the Companies (and the portfolio companies in which they invest), the number of Qualifying Investment opportunities available, the value of and returns from Ordinary Shares and/or the ability of the Companies to achieve or maintain VCT status.
While it is the intention of the BVT Directors and BSVT Directors that the respective Company will be managed so as to continue to qualify as a VCT, there can be no guarantee that the Companies will maintain VCT status. A failure to meet the qualifying requirements could result in the loss of tax reliefs previously obtained, resulting in adverse tax consequences for investors, including a requirement to repay the income tax relief obtained, and could also cause the relevant Company to lose its exemption from corporation tax on capital gains.
The Companies' investments may be difficult to realise. The fact that a share is traded on AIM does not guarantee its liquidity. The spread between the buying and selling price of such shares may be wide and thus the price used for valuation may not be achievable. The valuation of the Companies' Portfolios and opportunities for realisation of the investments will vary with stock market conditions. In addition, the value of unlisted stock is often more difficult to determine than the value of stock in listed companies and may be based on unaudited information and/or be subject to limited verification or other due diligence. Opportunities to realise unlisted stock may also be limited.
In order to comply with VCT legislation, the Companies invest in unquoted and AIM-traded companies. Investment in unquoted and AIM-traded companies by its nature may involve a higher degree of risk than investment in companies traded on the Main Market of the London Stock Exchange. In particular, smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals.

Key Information on the Securities

What are the main features of the securities?

Details of the securities

The BVT Shares have a nominal value of 10 pence each. The ISIN for the BVT Shares is GB0002631934 and the SEDOL number is 0263193. The ticker code for the BVT Shares is BVT. The BSVT Shares have a nominal value of 10 pence each. The ISIN for the BSVT Shares is GB0030028103 and the SEDOL number is 3002810. The ticker code for the BSVT Shares is BMD. PR Art 7(a) i, ii

As at 2 November 2021 (being the latest practicable date prior to the publication of this document), the issued share capital of BVT comprised 295,007,034 BVT Shares, of which 24,548,754 BVT Shares are held in treasury. As at 2 November 2021 (being the latest practicable date prior to the publication of this document), the issued share capital of BSVT comprised 312,059,812 BSVT Shares, of which 29,085,727 BSVT Shares are held in treasury. PR (Art 7) 7(a) ii

Rights attached to the securities

The New Shares will rank pari passu in all respects with the existing Shares. Subject to any special rights, restrictions or prohibitions as regards voting for the time being attached to any Shares, Shareholders have the right to receive notice of, attend and vote at general meetings of the relevant Company. Subject to the provisions of the Companies Act, the Companies may from time to time declare dividends and make other distributions on the Shares. Shareholders are entitled to participate in the net assets of the relevant Company attributable to their Shares on a winding up of the relevant Company or other return of capital. PR (Art 7) 7(a) iii, iv

PR (Art 7) 7(a) v

PR (Art 7) 4(c)

There are no restrictions on the transferability of the BVT Shares or the BSVT Shares.

Dividend policy

The Board of each Company will decide the annual dividends each year and the level of the dividends will depend on the investment performance, the level of realised returns and available liquidity of the relevant Company. The dividend policy guidelines below are not binding and each Board retains the ability to pay higher or lower dividends relevant to prevailing circumstances. However, the Boards of each of the Companies confirm the following two guidelines that shape their dividend policies: PR (Art 7) 7(a) vi

the Board will, wherever possible, seek to pay two dividends to Shareholders in each calendar year, typically an interim dividend in September and a final dividend following the annual general meeting of the Company in February or March; and
the Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent. of the respective Company's Net Asset Value at its immediately preceding financial year end.

Where will the securities be traded?

What are the key risks that are specific to the securities?

The following are brief descriptions of what the BVT Directors and the BSVT Directors believe, at the date of publication of this document, to be the key material risks specific to the Ordinary Shares of each Company. PR (Art 7) 7(d), 10

At any given point in time, the sale price for a Share which a Shareholder could achieve on the stock market may be significantly less than the Net Asset Value per Share or the price paid by the Shareholder to acquire that Share. The market value of, and the returns derived from, the Shares may go down as well as up and an investor may not get back the amount invested.
The Companies each carry on business as a VCT. Shareholders will have no right to have their Shares redeemed or repurchased by the relevant Company at any time. Shareholders wishing to realise their investment will be required to dispose of their Shares on the stock market. Accordingly, the ability of Shareholders to realise any value in respect of their Shares is dependent on the existence of a liquid market in the Shares and the prevailing market price of such Shares. There is a limited secondary market for shares in VCTs (primarily because initial VCT income tax relief is only available to individuals who subscribe for newly issued shares rather than upon the purchase of existing issued shares) and investors may find it difficult to realise their investments.
A Shareholder who disposes of Ordinary Shares within five years of issue will be subject to clawback by HMRC of any income tax reliefs originally claimed on subscription. Any realised losses on a disposal of Ordinary Shares cannot be used to create an allowable loss for capital gains tax purposes.

PR (Art 7) 4(d)

Key Information on the offer of securities to the public

Under which conditions and timetable can I invest in these securities?

General terms of the Offers

Under the Offers, each Company is proposing to raise up to £25 million (before costs). Each Board will also have the option to utilise an over-allotment facility to raise up to a further £12.5 million each (before costs). Subscribers can elect to invest in either or both of the Offers. PR (Art 7) 8(a)

The number of New Shares to be allotted to each Subscriber under the Offers will be determined by dividing their Subscription amount by the Offer Price in relation to the relevant allotment. The Offer Price will be calculated on the basis of the following formula.

Latest published Net Asset Value of an existing Ordinary Share in the relevant Company at the time of the allotment divided by 0.955 (to allow for the costs of the Offer of 4.5 per cent. of the total amount raised under the relevant Offer) rounded up to the nearest 0.1 pence.

The NAV per Ordinary Share used to calculate the Offer Price will be adjusted to reflect any dividend which has been declared by the relevant Company but not yet paid.

The number of New Shares to be issued under the Offers will be rounded down to the nearest whole number (fractions of New Shares will not be allotted). Subscribers must subscribe a minimum of £3,000 in each elected Offer. All Subscriptions will be processed by the Receiving Agent on a "first come, first served" basis. Subscribers who are issued New Shares on or prior to 28 January 2022 will be entitled to receive the Final Dividend. For the avoidance of doubt, subscribers who are issued New Shares after 28 January 2022 will not be entitled to receive the Final Dividend in relation to those New Shares.

Expected timetable

The Offers will open on 5 November 2021. The timetable of expected allotments is set out below.

	Subscriptions via cheque to be submitted by 12 noon on	Subscriptions via bank transfer to be submitted by 12 noon on	Anticipated date of allotment
First Allotment	22 November 2021	25 November 2021	30 November 2021
Second Allotment	14 December 2021	17 December 2021	22 December 2021
Third Allotment	20 January 2022	25 January 2022	28 January 2022
Fourth Allotment	18 February 2022	23 February 2022	28 February 2022
Final Allotment	24 March 2022	29 March 2022	1 April 2022

If the relevant Offer is fully subscribed earlier than 29 March 2022, the respective Boards may close the relevant Offer prior to all allotments taking place. Each Board reserves the right to allot and arrange for the listing of New Shares in respect of Subscriptions received on or prior to the closing date of the relevant Offer as the Board sees fit, which may not be on the dates stated above.

In order for New Shares to be issued under an allotment, a completed Subscription must be received and the funds in relation to the Subscription must have cleared by 12 noon on the date shown in the table above. The Offers will close at 12 noon on 24 March 2022 in respect of Subscriptions via cheque and 29 March 2022 in respect of Subscriptions via bank transfer, unless either or both Boards decide to extend the Offer in relation to the relevant Company or the Offers are fully subscribed before this time.

Details of Admission

Distribution

The New Shares will be available to be issued in either registered form (i.e. certificated) or electronic form (i.e. via CREST). Where applicable, share certificates are expected to be dispatched by post within ten Business Days of allotment of the relevant New Shares.

Dilution

Assuming the BVT Offer is fully subscribed (and the Over-allotment Facility is not utilised) at a BVT Offer Price of 86.30 pence (being the BVT Illustrative Offer Price), the maximum number of New BVT Shares to be issued under the BVT Offer would be 28,968,713. If such maximum number of BVT Shares is issued, a BVT Shareholder who does not participate in the BVT Offer (and does not otherwise acquire BVT Shares) will suffer dilution of 9.7 per cent. to their existing holding in BVT.

Assuming the BSVT Offer is fully subscribed (and the Over-allotment Facility is not utilised) at a BSVT Offer Price of 92.0 pence (being the BSVT Illustrative Offer Price), the maximum number of New BSVT Shares to be issued under the BSVT Offer would be 27,173,913. If such maximum number of BSVT Shares is issued, a BSVT Shareholder who does not participate in the BSVT Offer (and does not otherwise acquire BSVT Shares) will suffer dilution of 8.8 per cent. to their existing holding in BSVT.

Expenses of the Offers

The Companies have each entered into an Offer Agreement with the Investment Manager under which each Company has agreed to pay the Investment Manager a fee of 4.5 per cent. of the amount raised under the relevant Offer. The Investment Manager has agreed to administer the Offers and will pay all costs associated with the Offers, including any fees which exceed 4.5 per cent. of the amount raised under the relevant Offer. The Offer Price is calculated so as to take account of the fees to be paid to the Investment Manager.

Early Bird Rebate

The Investment Manager has agreed to rebate a proportion of Subscriptions made by Subscribers on or before 25 November 2021 (for Subscriptions via bank transfer) or 22 November 2021 (for Subscriptions via cheque), subject to a maximum aggregate subscription under the Early Bird Rebate of £7.5 million per Company, on the following basis:

Existing Shareholders will receive a rebate of 0.75 per cent. of their Subscription; and
New Investors will receive a rebate of 0.5 per cent. of their Subscription.

The Early Bird Rebate will be paid to Subscribers in the form of additional New Shares issued at the relevant Offer Price.

Commission

Commission will be available to certain financial advisers and execution only brokers under the Offers. The Investment Manager has agreed to pay all commission, including trail commission, from the fees that it receives under the Offer Agreements.

Non-advised Subscriptions

A financial intermediary who has not provided financial advice to their client regarding the investment (execution-only) or provided advice to a Professional Client (as per COBS 3.5) is entitled to receive commission. Initial commission of 1.5 per cent. of the amount subscribed will be available in relation to non-advised Subscriptions. Advisers will also be entitled to trail commission of 0.5 per cent. for a period of five years.

Advisers can choose to waive the initial commission. Commission waived by an adviser will be rebated to Subscribers in the form of additional New Shares issued at the relevant Offer Price.

Advised Subscriptions

Financial advisers who provide investment advice in relation to a Subscription are not entitled to receive commission. However, the relevant Company is able to facilitate the payment of an Adviser Charge on behalf of the Subscriber. Any amount of such Adviser Charge agreed to be facilitated is paid by the Subscriber from the monies received with their Subscription and is not paid by the relevant Company. In addition, the Investment Manager has agreed with the Companies that it will rebate 1.5 per cent. of the amount invested by Subscribers who invest in the Offers through a financial adviser and receive advice in relation to their Subscription.

Direct Subscriptions

The Investment Manager has agreed with the Companies that it will rebate one per cent. of the amount invested by Subscribers who invest in the Offers directly through the Investment Manager.

Rebates to be paid in relation to advised Subscriptions and direct Subscriptions will be paid in addition to any rebate to which the Subscriber is entitled under the Early Bird Rebate and will be paid to Subscribers in the form of additional New Shares issued at the relevant Offer Price.

Why is this prospectus being produced?

Reasons for the Offer and use of proceeds

The Companies are seeking to raise further funds under the Offers primarily to allow them to take advantage of attractive investment opportunities over the short to medium term, in accordance with their respective investment policies. PR (Art 7) 8(c) i, ii, iii

The net proceeds of the Offers will be pooled with the existing cash resources of the respective Company and utilised (i) to make new and follow-on investments in accordance with its investment policy and (ii) to help meet annual outgoings (including running costs, directors' fees and market purchases of Ordinary Shares).

The Offers are not underwritten. The total expenses payable by each Company in connection with its respective Offer (assuming such Offer is fully subscribed and no New Shares are issued under the respective Over-allotment Facility) are expected to be around £1.1 million (including amounts paid by way of fees and irrecoverable VAT where applicable) and the net proceeds of the Offer will amount to £23.9 million for each Company. If a Company's Offer is fully subscribed and the Over-allotment Facility is used in full, the total expenses payable by the Company in connection with the Offer are expected to be around £1.7 million (including amounts paid by way of fees and irrecoverable VAT where applicable) and the net proceeds of the Offer will amount to £35.8 million.

Conflicts of interest

The Investment Manager may be involved in other financial, investment or professional activities that may on occasion give rise to conflicts of interest with the Companies. In particular, it currently does, and may continue to, provide investment management, investment advice or other services in relation to a number of other funds or accounts, including other VCTs, that may have similar investment objectives and/or policies to that of the Companies and may receive ad valorem and/or performance-related fees for doing so. As a result, the Investment Manager may have conflicts of interest in allocating investments among the Companies and other clients and in effecting transactions between the Companies and other clients. The Investment Manager may give advice or take action with respect to such other clients that differs from the advice given or actions taken with respect to the Companies.

The Boards have noted that the Investment Manager has other clients and have satisfied themselves that the Investment Manager has procedures in place to address potential conflicts of interest. In particular, following the Investment Manager's acquisition of the Mobeus VCTs, each of the BVT Board and the BSVT Board have agreed an allocation policy with the Investment Manager which stipulates, among other things, that BVT and BSVT will have first call on their existing dealflow (which will be managed amongst BVT and BSVT in accordance with their long-standing agreed allocation policy) and the Mobeus VCTs will have first call on their existing dealflow. In addition, new VCT qualifying direct AIM investments (including existing Baronsmead dealflow) will be offered solely to the Baronsmead VCTs based on the existing allocation policy between BVT and BSVT. Subject to the above, all new unquoted VCT qualifying investment opportunities (excluding existing Mobeus dealflow and existing Baronsmead dealflow) will be allocated between the Mobeus VCTs, BVT and BSVT based on the respective proportionate net asset values (excluding any directly held AIM investments) calculated on a quarterly basis.

In addition, the Investment Manager is also the investment manager to a number of other funds, including to open-ended investment companies ("OEICs") in which the Companies invest, being the LF Gresham House UK Micro Cap Fund, the LF Gresham House UK Multi Cap Income Fund and the LF Gresham House UK Smaller Companies Fund. To ensure that the Investment Manager does not receive a double payment of management fees in respect of the Companies' investments in these funds, management fees in relation to the Companies' investments in the OEICs are rebated to the respective Company in full.

The Companies also hold shares in Gresham House plc, the parent company of the Investment Manager, all of which were acquired prior to the appointment of Gresham House Asset Management Limited as the Companies' investment manager. Both Companies' holdings in Gresham House plc are considered to be de minimis in the context of their respective overall portfolios (BVT: £353,000; BSVT: £431,000, both valuations as at 30 September 2021).

Risk Factors

The risk factors set out below are those which the Directors consider to be material but are not the only risks relating to the Companies or the Shares. There may be additional risks that the Directors do not currently consider to be material, or which are not presently known to the Directors. Before investing in the New Shares, potential investors should consult their stockbroker, bank manager, solicitor, accountant or other suitably qualified and independent financial adviser authorised under the FSMA if they are in the United Kingdom or, in the case of a potential investor who is located outside the United Kingdom, another appropriately authorised financial adviser.

PR (Ann 3) 3.1 (Ann 12) 2.1

An investment in either of the Companies should not be regarded as short-term in nature and involves risks that could lead to the loss of all or part of that investment. An investment in either of the Companies is only suitable for investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to bear any loss which might result from such an investment.

The Directors believe that the risks described below are the material risks relating to an investment in the Shares at the date of this document. If any of the adverse events described below occur, the financial condition, performance and prospects of the Companies and the market price of the Shares could be materially adversely affected and Shareholders may lose all or part of their investment. Additional risks which were not known to the Directors at the date of this document, or that the Directors considered to be immaterial at the date of this document, may also have an adverse effect on the financial condition, performance and prospects of the Companies and the market price of the Shares. Further, as required by the UK Prospectus Regulation, the risks that the Directors consider to be the most material risk in each category, taking into account the negative impact on the Companies and the probability of its occurrence, have been set out first. Given the forward-looking nature of the risks, there can be no guarantee that such risk is, in fact, the most material or the most likely to occur. Prospective investors should, therefore, review and consider each risk.

Potential investors should carefully consider all the information in this document, including the following material risk factors in relation to the Companies and the Shares, before deciding to invest in either of the Companies.

Risks relating to Venture Capital Trusts

Changes to governmental, economic, fiscal, monetary or political policy

Any change to governmental, economic, fiscal, monetary or political policy, in particular any changes to taxation, tax reliefs, tax status and other rules or regulations associated with VCTs, could materially affect, directly or indirectly, the operation and/or the performance of the Companies (and the portfolio companies in which they invest), the value of and returns from the Shares and/or the ability for the Companies to achieve or maintain VCT status.

Loss of tax reliefs

The information, including references to tax rules, contained in this document is based on existing legislation. The tax rules or their interpretation in relation to an investment in the Companies and/or the rates of tax, or other statutory provisions to which the Companies are subject, may change during the life of the Companies and such changes could be retrospective. While it is the intention of the Directors that the Companies will be managed so as to continue to qualify as VCTs, there can be no guarantee that this status will be maintained. A failure to meet the qualifying requirements could result in the loss of tax reliefs previously obtained, resulting in adverse tax consequences for investors, including a requirement to repay the income tax relief obtained, and could also cause the relevant Company to lose its exemption from corporation tax on capital gains.

A Shareholder who disposes of Shares within five years of issue will be subject to clawback by HMRC of any income tax reliefs originally claimed on subscription. Any realised losses on a disposal of Shares cannot be used to create an allowable loss for capital gains tax purposes.

State aid

As a result of the tax status of VCTs, investments by VCTs in underlying portfolio companies are regarded as state aided investments. Where the European Commission believes that state aid has been provided prior to 1 January 2021 which is not in accordance with the Risk Finance Guidelines, it may require that the UK government recovers that state aid. This may have an adverse effect on Shareholder returns. From 1 January 2021, the requirements to recover unlawful state aid is the remit of the UK Government (in compliance with its ongoing arrangements with the EU). On 30 June 2021, the Government introduced the Subsidy Control Bill to Parliament and published its response to the consultation on the topic of subsidy control in a paper entitled 'Government response to the consultation on subsidy control'. As at the date of this Prospectus, it is unclear whether and how the proposals, if made into law, will affect the Company and VCTs in general.

A condition of the European Commission's State Aid approval of the UK's VCT and EIS schemes in 2015 was the introduction of a retirement date for the current schemes at midnight on 5 April 2025. This was passed into UK law through the Finance (No 2) Act 2015. If the relevant legislation is not renewed or replaced with similar or equivalent legislation before this date, investors participating in any Share offers of the Companies taking place after 5 April 2025 will not be able to claim income tax relief for their investments into those new shares issued after 5 April 2025. It is expected that VCT shareholders will continue to be entitled to receive tax-free dividends and relief on capital gains on the VCT shares they bought prior to 2025.

Discount

It is likely that the price for a Share which a Shareholder could achieve on the stock market will be less than the prevailing NAV per Share. The Shares may trade at a discount to the NAV per Share for a variety of reasons, including as a consequence of general market conditions, concerns regarding the general liquidity or marketability of the Shares or the actual or expected performance of the relevant Company. The market value of, and the returns derived from, the Shares may go down as well as up and an investor may not get back the amount invested.

Liquidity

The Companies are Venture Capital Trusts. Shareholders will have no right to have their Shares redeemed or repurchased by the relevant Company at any time. Shareholders wishing to realise their investment will be required to dispose of their Shares on the stock market. Accordingly, the ability of Shareholders to realise any value in respect of their Shares is dependent on the existence of a liquid market in the Shares and the prevailing market price of such Shares.

Although the existing Ordinary Shares issued by the Companies have been (and it is anticipated that the New Shares will be) admitted to the premium segment of the Official List and traded on the Main Market, there may not be a liquid market for the Ordinary Shares as there is a limited secondary market for shares in VCTs (primarily because initial VCT income tax relief is only available to individuals who subscribe for newly issued shares rather than upon the purchase of existing issued shares) and investors may find it difficult to realise their investments.

Specific risks relating to the Companies

The Portfolios

In order to comply with VCT legislation, the Companies invest in unquoted and AIM-traded companies. Investment in unquoted and AIM-traded companies by its nature may involve a higher degree of risk than investment in companies traded on the Main Market of the London Stock Exchange. In particular, smaller companies often have limited product lines, markets or financial resources and may be dependent for their management on a smaller number of key individuals.

In the short to medium term returns to Shareholders will largely be determined by the performance of the existing Portfolios of the Companies, which largely consist of investments made prior to the VCT rule changes introduced in 2015. The consequence of these amendments is that VCTs are now required to invest in earlier stage companies. Over time, as the Portfolios are brought into line with the amended VCT rules, Shareholder returns and dividends payable by the Companies may take longer to generate and the levels of those returns may be more volatile and may be less than the level of returns historically experienced by the Companies due to the nature of investing in earlier stage companies.

Unquoted investments

It is unlikely that there will be a liquid market for the shares and other securities that the Companies hold in unquoted investee companies and, therefore, it may be difficult for the Companies to sell such shares and other securities. The value of unquoted stock is often more difficult to predict than the value of stock in quoted companies. In addition, as unquoted companies tend to have less mature businesses, less depth of management and a higher risk profile, the risk of insolvency in unquoted companies is higher than in quoted stocks. If these risks or similar risks were to materialise across a range of the unquoted investments held by the Companies it may have a material adverse effect on their business prospects, financial position and returns to Shareholders.

AIM-traded companies

The fact that a share is traded on AIM does not guarantee its liquidity. The spread between the buying and selling price of such shares may be wide and thus the price used for valuation may be limited and may not be achievable. The valuation of the Portfolios and opportunities for realisation of AIM-traded investments within the Portfolios may also depend on stock market conditions.

Valuations of unquoted investments

The unquoted investments within the Portfolios will be valued by the relevant Directors based on recommendations from the Investment Manager. Such valuations may be unaudited and may be subject to limited verification or other due diligence. If the realisable value of any unquoted investments or other assets held by the Companies is less than their valuations this may have a material adverse effect on future Shareholder returns.

Realisation of investments

Investments in unquoted and AIM-traded companies are more likely to be illiquid than investments in companies traded on the Main Market of the London Stock Exchange. Investments may not be able to be realised within a reasonable timeframe or at all. Such illiquidity may affect the ability of the Companies to vary their portfolios or dispose of investments in a timely fashion and at satisfactory prices in response to changes in economic or other conditions. This could have an adverse effect on the financial condition and results of operations of the Companies as it could reduce the profits and proceeds realised from such investments by the Companies.

Deployment of Offer proceeds

There can be no guarantee that suitable investment opportunities will be identified in order to meet the Companies' objectives. The Companies are required to invest new capital within specific time periods (including 30 per cent. of new monies raised within 12 months of the end of the accounting period in which the monies are raised). In order to comply with these VCT rules, the Companies may be required to make investments over a short period of time.

Reliance on key individuals of the Investment Manager

Each of the Companies has a board of non-executive Directors and no employees and therefore each is dependent on the skills of the Investment Manager to manage their investments. In particular, the ability of the Companies to generate returns on the unquoted investments in their Portfolios is dependent on the ability of key skilled professionals from the Investment Manager to source, evaluate and close, in particular, such investments and then monitor and realise such investments. During this process these individuals at the Investment Manager will develop a close working relationship with the management team at the relevant investee company and in-depth knowledge and understanding of the investee company's business. If the Investment Manager ceases to act as investment manager or if key personnel cease to be employed by the Investment Manager or be involved in the management of the Portfolios, there can be no assurance that suitable replacements will be found and this knowledge and understanding may be lost. This may have an adverse effect on the performance of the Companies and the returns they are able to make to Shareholders.

Conflicts of interest

The Investment Manager and its officers, employees and consultants are involved in other activities which may on occasion give rise to conflicts of interest with the Companies. In particular, the Investment Manager and its respective officers, employees and consultants may from time to time act for other clients or manage or advise other funds, including VCTs and funds in which the Companies invest, which may have similar investment objectives and policies to that of the Companies. In accordance with the BVT Management Agreement and BSVT Management Agreement, in the event of a conflict between the respective Company and the Investment Manager or its delegates, the Investment Manager is obliged to take reasonable steps to ensure that the conflict is resolved fairly, in accordance (so far as applicable in the circumstances) with applicable FCA rules and the allocation policy agreed between the relevant Company and the Investment Manager. If these conflicts of interest are managed to the detriment of the Companies by the Investment Manager, they could have a material adverse effect on the Companies' Net Asset Value and the price of the Ordinary Shares.

Investment allocation

Where more than one of the VCTs managed or advised by Gresham House wishes to participate in an investment opportunity, allocations of unquoted opportunities will generally be made in proportion to the net asset value of each VCT, other than where investments are proposed to be made in a company where a VCT has a pre-existing investment in which case the incumbent investor may have priority. Implementation of this policy will be subject to the availability of monies to make the investment and other portfolio considerations such as sector exposure, the proposed structure of the investment and continued compliance with the VCT investment rules. Gresham House may depart from this basis of allocation if, in its absolute discretion, it considers it appropriate to do so having regard to the overall investment policy of the VCT and the benefit of creating diversity within the portfolio. This may mean that the Companies may receive a greater or lesser allocation than would otherwise be the case under the normal co-investment policy.

Third party service providers

The Companies rely upon third party service providers to perform certain functions. In particular, the Investment Manager, Administrator, Custodian and Registrar will perform services that are integral to each of the Companies' operations and financial performance.

The Companies are dependent on those service providers to protect against breaches of the Companies' legal and regulatory obligations, including those in relation to data protection. Failure by any service provider to carry out its obligations to the relevant Company in accordance with the terms of its appointment, to exercise due care and skill, or to perform its obligations to the relevant Company at all as a result of insolvency, fraud, breaches of cybersecurity, failures in business continuity plans or other causes, could have a material adverse effect on the relevant Company's operations and performance and on returns to Shareholders. The termination of either Companies' relationship with any third party service provider, or any delay in appointing a replacement for any such service provider, could materially disrupt the business of the relevant Company and could have a material adverse effect on the relevant Company's performance and returns to Shareholders.

COVID-19 pandemic

The COVID-19 pandemic and the measures taken to control the outbreak have led to significant disruption and ongoing uncertainty for business and consumers. The future development and the longterm consequences of the pandemic are unknown and it remains to be seen how and when the UK economy will recover and what effect any further outbreaks may have on the economy and financial markets. Despite the UK Government's fiscal measures and additional tax and other benefits to support small businesses, the Companies' portfolio businesses may be adversely impacted by the pandemic which in turn could have a material adverse effect on the Companies' performance and returns to Shareholders.

Important Information

General

No person has been authorised to give any information or make any representations in connection with the Offers other than the information contained in, or incorporated by reference into, this document and, if given or made, such information or representations must not be relied on as having been authorised by or on behalf of the Companies, the Investment Manager, the Sponsor or any of their respective affiliates, officers, directors, members, employees or agents.

Without prejudice to the obligations of the Companies under applicable law and regulations, neither the delivery of this document nor any subscription for or purchase of New Shares made pursuant to the Offers shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Companies since the date of this document or that the information contained in this document, including any forward looking statements, is correct as at any time subsequent to the date of this document.

Prospective investors should be aware that although the Companies have similar investment objectives and policies, the same Investment Manager and similar portfolios they are two separate companies with independent Boards, separate dividend policies and their own management fee arrangements. Prospective investors should consider all of these factors before subscribing for New Shares in either or both of the Companies.

The value of an investment in either of the Companies and any income derived from it, if any, may go down as well as up. An investment in the Shares is suitable only for investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses which might result from such an investment (which may be equal to the whole amount invested). There can be no guarantee that any appreciation in the value of the investments held by the Companies will occur and investors may not get back the full value of their investment. There can be no guarantee that the investment objectives of the Companies will be achieved or provide the returns sought by the Companies. No assurance can be given that any sale of the investments held by the Companies would realise proceeds which would be sufficient to repay any borrowings or provide funds for any capital repayment to Shareholders. Shareholders will bear the rewards and risks of the success or otherwise of the investments made by the Companies. Although the Ordinary Shares are, and the New Shares will be, listed on the premium segment of the Official List and admitted to trading on the Main Market, it is possible that there may not be a liquid market in the Ordinary Shares and Shareholders may have difficulty selling them.

Prospective investors should carefully consider all of the information contained in, or incorporated by reference into, this document before making any application for New Shares and should rely only on that information when considering an investment in the Companies. However, prospective investors should not treat the contents of this document or any subsequent communication from the Companies, the Investment Manager, the Sponsor or any of their respective affiliates, officers, directors, members, employees or agents as advice relating to legal, financial, taxation, accounting, regulatory, investment or any other related matters. Prospective investors should inform themselves as to:

the legal requirements within their own countries for the purchase, holding, transfer or other disposal of New Shares;
any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of New Shares which they might encounter; and
the income and other tax consequences that may apply in their own countries as a result of the purchase, holding, transfer or other disposal of New Shares.

Prospective investors must rely on their own advisers as to legal, financial, taxation, accounting, regulatory, investment or any other related matters concerning the Companies and an investment in the New Shares.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Sponsor under FSMA or the regulatory regime established thereunder, the Sponsor makes no representation, express or implied, or accepts any responsibility whatsoever for the contents of this document or for any statement made or purported to be made by it or on its behalf in connection with the Companies, the Investment Manager, the Ordinary Shares or the Offers. Accordingly, the Sponsor, to the fullest extent permitted by law, disclaims all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

All Shareholders are entitled to the benefit of, and are bound by and are deemed to have notice of, the provisions of the Memorandum of Association and the Articles of the relevant Company which prospective investors should review. A summary of the Articles of each Company is contained in paragraph 3 of Part 7 of this document.

This document does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction: (i) in which such offer or solicitation is not authorised; or (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) to whom it is unlawful to make such offer or solicitation. The distribution of this document and the offering of Ordinary Shares in certain jurisdictions may be restricted and accordingly persons into whose possession this document comes are required to inform themselves about and to observe such restrictions.

If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other professional or financial adviser

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares of each Company have been subject to a product approval process, which has determined that the Ordinary Shares to be issued pursuant to the Offers are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties each as defined in Directive 2014/65/EU or the UK MiFID Laws, as applicable; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU or the UK MiFID Laws, as applicable (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offers.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU, or the UK MiFID Laws, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

Regulatory status of the Ordinary Shares

As the Companies are Venture Capital Trusts, the Ordinary Shares are "excluded securities" under the FCA's rules on non-mainstream pooled investments. Accordingly, the promotion of the Ordinary Shares is not subject to the FCA's restriction on the promotion of non-mainstream pooled investments. The Companies intend to conduct their respective affairs so that their Ordinary Shares can be recommended by financial advisers to retail investors in accordance with the rules on the distribution of financial instruments under UK MiFID Laws. The Directors consider that the requirements of Article 57 of the EU MiFID II delegated regulation of 25 April 2016 (and the equivalent provision of the UK MiFID Laws) are met in relation to the Ordinary Shares and that, accordingly, the Ordinary Shares should be considered "non-complex" for the purposes of EU MiFID II and the UK MiFID Laws.

UK PRIIPS Laws

In accordance with the UK PRIIPs Laws, a Key Information Document ("KID") for each Company in respect of its Ordinary Shares has been prepared by the Company and is available to investors at www.baronsmeadvcts.co.uk. If you are distributing the Ordinary Shares, it is your responsibility to ensure that the relevant KID is provided to any clients that are "retail clients". Investors should note that the procedures for calculating the risks, costs and potential returns disclosed in the KID are prescribed by the law. The figures in the KID may not reflect the expected returns for the Company and projected performance returns cannot be guaranteed.

Data protection

The information that an investor (or any third party on behalf of an investor) provides to the relevant Company or its agents in relation to a subscription for or purchase of New Shares or subsequently, by whatever means, which relates to the investor (if the investor is an individual) or a third party individual ("personal data") will be held and processed by the relevant Company (and any third party, functionary or agent in the United Kingdom to whom the relevant Company may delegate certain administrative or other functions in relation to the Company, including the Registrar) in compliance with (a) the relevant data protection legislation and regulatory requirements of the United Kingdom (the "Data Protection Legislation") and (b) the relevant Company's privacy notice, a copy of which is available for consultation on each Company's website at www.baronsmeadvcts.co.uk ("Privacy Notice") (and, if applicable, any other third party delegate's privacy notice).

Without limitation to the foregoing, each prospective investor (and any third party acting on behalf of a prospective investor) acknowledges that it has been informed that such information will be held and processed by the relevant Company (or any third party, functionary, or agent appointed by the Company, which may include, without limitation, the Registrar) in accordance with and for the purposes set out in each Company's Privacy Notice which include:

verifying the identity of the prospective investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
carrying out the business of the relevant Company and the administering of interests in the Company; and
meeting the legal, regulatory, reporting and/or financial obligations of the relevant Company in the UK or elsewhere or of any third party, functionary or agent appointed by the Company.

Where necessary to fulfil the purposes set out above and in the Privacy Notice, the relevant Company (or any third party, functionary, or agent appointed by the Company, which may include, without limitation, the Registrar) will:

disclose personal data to third party service providers, affiliates, agents or functionaries appointed by the relevant Company or its agents to operate and administer the Company; and
transfer personal data outside of the UK and the EEA to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective investors provided that suitable safeguards are in place for the protection of such personal data, details of which shall be set out in the relevant Privacy Notice or otherwise notified from time to time.

The foregoing processing of personal data is required in order to perform the contract with the prospective investor, to comply with the legal and regulatory obligations of the Companies or otherwise is necessary for the legitimate interests of the Companies.

If either Company (or any third party, functionary or agent appointed by the Companies, which may include, without limitation, the relevant Registrar) discloses personal data to such a third party, functionary or agent and/ or makes such a transfer of personal data, it will ensure that adequate safeguards are in place for the protection of such personal data, details of which shall be set out in the relevant Privacy Notice or otherwise notified from time to time.

Prospective investors and any third parties acting on behalf of prospective investors, are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions. Individuals have certain rights in relation to their personal data; such rights and the manner in which they can be exercised are set out in each Company's Privacy Notice.

Presentation of information

Market, economic and industry data

Market, economic and industry data used throughout this document is sourced from various industry and other independent sources. The Companies and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency presentation

All references in this document to "£", "Sterling", "pence" or "p" are to the lawful currency of the United Kingdom.

Law and practice

Statements made in this document are based on the law and practice in force in England and Wales as at the date of this document and are subject to changes therein.

No incorporation of website information

The contents of the Companies' website (www.baronsmeadvcts.co.uk), or the contents of any website accessible from hyperlinks on the Companies' website or any other website referred to in this document, do not form part of this document. Investors should base their decision whether or not to invest in the Ordinary Shares on the contents of this document alone.

PR (Ann 3) 4.2

Tax reporting, FATCA and Common Reporting Standard ("CRS")

Shareholders should furnish any information and documents the Companies may from time to time request, including but not limited to information required under FATCA or CRS. Shareholders may be subject to tax reporting under applicable laws. FATCA and CRS documentation and reporting obligations can also arise in respect of Shareholders where third parties hold shares or act on their behalf. The Companies' Registrar will request such information from certain Shareholders.

Forward looking statements

This document includes forward looking statements concerning the Companies that are based on the current expectations of the relevant Board and are naturally subject to uncertainty and changes in circumstances. Forward looking statements include, without limitation, statements containing the words "believes", "intends", "expects", "anticipates", "targets", "estimates" or their negative or other similar expressions.

Such forward looking statements involve risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievement of the Companies, or industry results, to be materially different from future results, financial condition, performance or achievements expressed or implied by such forward looking statements. Given these risks and uncertainties, prospective investors should not place undue reliance on such forward looking statements as a prediction of actual results.

Such forward looking statements speak only as at the date of this document. Subject to its legal and regulatory obligations, each Company expressly disclaims any obligation to update or revise any forward looking statement contained in this document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Information in this document will be updated as required under the Prospectus Regulation Rules, the Listing Rules and/or the Disclosure Guidance and Transparency Rules.

Nothing in the preceding three paragraphs seeks to limit or qualify in any way the working capital statement in relation to each of the Companies in Part 5 of this document.

Selling restrictions

This document does not constitute, and may not be used for the purposes of, an offer to sell, or the solicitation of an offer to acquire or subscribe for, New Shares in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the relevant Company, the Sponsor, or the Investment Manager or to any person to whom it is unlawful to make such offer or solicitation. If you receive a copy of this document in any territory other than the United Kingdom, you may not treat it as constituting an invitation or offer to you. It is your responsibility, if you are outside the United Kingdom, to satisfy yourself that you have fully observed the laws of any relevant territory in connection with your receipt of this document and/or New Shares, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

Without limiting the above, the New Shares have not been, and will not be, registered under the US Securities Act or under any of the relevant securities laws of, or with any securities regulatory authority of, any state of the United States or of Canada, Australia, Japan or the Republic of South Africa. Accordingly, unless an exemption under such act or laws is applicable, the New Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or to, or for the account or benefit of, any resident of the United States, Canada, Australia, Japan or the Republic of South Africa. The Companies have not been and will not be registered under the US Investment Company Act and recipients of this document and investors will not be entitled to the benefits of that Act.

In relation to each EEA Member State, no Ordinary Shares have been offered or will be offered pursuant to the Offers to the public in that EEA Member State prior to the publication of a prospectus in relation to the New Shares which has been approved by the competent authority in that EEA Member State, or, where appropriate, approved in another EEA Member State and notified to the competent authority in that EEA Member State, all in accordance with the EU Prospectus Regulation, except that offers of New Shares to the public may be made at any time with the prior consent of the Sponsor and the Investment Manager, under the following exemptions under the EU Prospectus Regulation, that are effective in that EEA Member State:

to any legal entity which is a "qualified investor" as defined in Article 2(e) of the EU Prospectus Regulation;
to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Regulation) in such EEA Member State; or
in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation with the prior consent of Peel Hunt and the Sponsor,

provided that no such offer of New Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3(l) of the EU Prospectus Regulation in a EEA Member State.

For the purposes of this provision, the expression an "offer to the public" in relation to any offer of New Shares in any EEA Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any New Shares to be offered so as to enable an investor to decide to purchase or subscribe for New Shares.

The New Shares may not be marketed to retail investors (as this term is defined in the EU AIFM Directive as transposed in the relevant EEA Member State) in any EEA Member State unless the Ordinary Shares have been qualified for marketing to retail investors in that EEA Member State in accordance with applicable local laws. At the date of this Prospectus, the Ordinary Shares are not eligible to be marketed to retail investors in any EEA Member State. Accordingly, the Ordinary Shares may not be offered, sold or delivered and neither this document nor any other offering materials relating to such Ordinary Shares may be distributed or made available to retail investors in any EEA Member State.

Latest practicable date

In this document, where the context requires, references to 2 November 2021 should be treated as being references to the latest practicable date prior to the publication of this document.

Terms of the Offers

Timetable

The Offers will open on 5 November 2021. The timetable of expected allotments is set out below.

	Subscriptions via cheque to be submitted by 12 noon on	Subscriptions via bank transfer to be submitted by 12 noon on	Anticipated date of allotment
First Allotment	22 November 2021	25 November 2021	30 November 2021
Second Allotment	14 December 2021	17 December 2021	22 December 2021
Third Allotment	20 January 2022	25 January 2022	28 January 2022
Fourth Allotment	18 February 2022	23 February 2022	28 February 2022
Final Allotment	24 March 2022	29 March 2022	1 April 2022

All Subscriptions will be processed by the Receiving Agent on a "first come, first served" basis. If the relevant Offer is fully subscribed earlier than 29 March 2022, the respective Boards may close the relevant Offer prior to all allotments taking place. Each Board reserves the right to allot and arrange for the listing of New Shares in respect of Subscriptions received on or prior to the closing date of the relevant Offer as the Board sees fit, which may not be on the dates stated above.

In order for New Shares to be issued under an allotment, a completed Subscription must be received and the funds in relation to the Subscription must have cleared by 12 noon on the date shown in the table above. The Offers will close at 12 noon on 29 March 2022, unless either or both Boards decide to extend the Offer in relation to the relevant Company or the Offers are fully subscribed before this time.

Subscribers who are issued New Shares on or prior to 28 January 2022 will be entitled to receive the Final Dividend. For the avoidance of doubt, Subscribers who are issued New Shares after 28 January 2022 will not be entitled to receive the Final Dividend in relation to those New Shares.

Offer Price

PR(Ann 12) 5.3.1

PR (Ann 12) 5.1.2

Latest published Net Asset Value of an existing Ordinary Share in the relevant Company at the time of the allotment divided by 0.955 (to allow for the costs of the Offer of 4.5 per cent. of the total amount raised under the relevant Offer) rounded up to the nearest 0.1 pence.

The NAV per Ordinary Share used to calculate the Offer Price will be adjusted to reflect any dividend which has been declared by the relevant Company but not yet paid.

Early Bird Rebate

Existing Shareholders will receive a rebate of 0.75 per cent. of their Subscription; and
New Investors will receive a rebate of 0.5 per cent. of their Subscription.

The rebate will be paid to Subscribers in the form of additional New Shares issued at the relevant Offer Price.

Commission

Non-advised Subscriptions

Commission is available to financial advisers who have not provided financial advice in relation to the Subscription and execution only brokers. Initial commission of 1.5 per cent. of the amount subscribed will be available in relation to non-advised Subscriptions. Advisers will also be entitled to trail commission of 0.5 per cent. for a period of five years.

Advisers can choose to waive the initial commission. Commission waived by an adviser will be rebated to Subscribers in the form of additional New Shares issued at the relevant Offer Price.

Advised Subscriptions

Direct Subscriptions

The Investment Manager has also agreed with the Companies that it will rebate one per cent. of the amount invested by Subscribers who invest in the Offers directly through the Investment Manager.

Rebates to be paid in relation to advised Subscriptions and direct Subscriptions will be paid in addition to any rebate the Subscriber is entitled to under the Early Bird Rebate and will be paid to Subscribers in the form of additional New Shares issued at the relevant Offer Price.

A summary of the fees charged to investors, taking into account the availability of the Early Bird Rebate and the rebates offered by the Investment Manager as set out above, is set out in the below table.

			Investment Channel
	Advised			Direct		Execution only
Shareholder Status	Existing	New	Existing	New	Existing	New
Initial fee	4.50%	4.50%	4.50%	4.50%	4.50%	4.50%
Waived adviser fees*	—	—	—	—	(1.50%)	(1.50%)
Investment Manager
rebate	(1.50%)	(1.50%)	(1.00%)	(1.00%)	—	—
Early bird rebate	(0.75%)	(0.50%)	(0.75%)	(0.50%)	(0.75%)	(0.50%)
Equivalent fee	2.25%	2.50%	2.75%	3.00%	2.25%	2.50%

* Assuming advisers waive commissions to the fullest extent permitted.

Minimum Subscription

The minimum Subscription that can be made under each of the Offers is £3,000.

The Companies

Background

BVT and BSVT were launched in April 1998 and January 2001 respectively, making them two of the longest standing VCTs in the UK.

NAV of BVT as at 30 September 2021 £223 million NAV of BSVT as at 30 September 2021 £249 million

PR (Ann 4) 1.1 PR (Ann 3) 5.1

PR (Ann 3) 11.6 and PR (Ann 12) 4.7

Both Companies invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM. Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value. Full details of the investment policies are set out in Part 2 of this document and details of the existing Portfolios are contained in Part 5.

The annual running costs of each Company are capped at 3.5 per cent. of the net assets of that Company (excluding any performance fee payable to the Investment Manager and irrecoverable VAT), any excess of this amount is refunded to the relevant Company by the Investment Manager through an adjustment to the management fee.

Performance track records

A summary of the performance track records of the Companies since launch is set out below:

Company	Average annual dividends paid and declared per Share since launch* (p)	Average annual dividends paid and declared per Share over the past 5 years* (p)
BVT	7.1	9.1
BSVT	7.1	9.0

* As at 30 September 2021.

The following table shows the NAV Total Return performance of the Companies over certain periods to 30 September 2021 (assuming that dividends had been reinvested on the ex-dividend date). The return does not take into account the upfront tax relief.

	NAV Total Return per Share (%)
Period to 30 September 2021	1 year	3 years	5 years*	10 years*	Since launch*
BVT	25.1	17.1	36.6	114.6	396.2
BSVT	28.4	22.9	37.3	112.6	306.2

* On 8 February 2016 BVT (formerly named Baronsmead VCT 2 plc) merged with Baronsmead VCT plc. On 11 March 2016 BSVT (formerly named Baronsmead VCT 3 plc) merged with Baronsmead VCT 4 plc. BSVT subsequently merged with Baronsmead VCT 5 plc on 30 November 2016. Some of the data in the table above relates to periods prior to these mergers taking place. Prior to the mergers the Baronsmead VCTs did not invest alongside each other and the portfolios of the five original VCTs differed significantly. Since the mergers the portfolios of the Companies have been aligned and the Companies now generally invest alongside each other in new investments.

The past performance of the Companies is not a guide to their future performance. The data in the tables above relates partly to periods prior to November 2015 when the UK Government amended the VCT rules to restrict the types of investments that VCTs can make.

Dividend policies

The Board of each Company will decide the annual dividends each year and the level of the dividends will depend on investment performance, the level of realised returns and available liquidity of the relevant Company. The dividend policy guidelines below are not binding and each Board retains the ability to pay higher or lower dividends relevant to prevailing circumstances. However, the Boards of each of the Companies confirm the following two guidelines that shape their dividend policies:

• the Board will, wherever possible, seek to pay two dividends to Shareholders in each calendar year, typically an interim dividend in September and a final dividend following the annual general meeting of the relevant Company in February or March; and

• the Board will use, as a guide, when setting the dividends for a financial year, a sum representing 7 per cent. of the respective CompanyCompany's Net Asset Value at its immediately preceding financial year end.

Over the past ten years, both Companies have paid a dividend yield of 7 per cent. or more of the Opening NAV per annum and the intention is for both Companies to continue to exceed this target if investment performance allows.

Further details of the historic dividends paid by each of the Companies is set out in Part 2 of this document.

Shareholder choice

The Directors wish to provide Shareholders with a number of choices that enable them to utilise their investments in the Companies in ways that best suit their personal investment and tax planning requirements and in a way that treats all Shareholders equally.

Dividend reinvestment plan The Companies offer a dividend reinvestment plan which enables Shareholders to purchase additional Ordinary Shares through the secondary market in lieu of cash dividends.
Buyback of Shares From time to time the Companies buyback their own Shares through the market in accordance with their share price discount policy. Subject to certain conditions, the Companies seek to maintain a mid share price discount of approximately 5 per cent. to the relevant NAV per Share.
Secondary market The Shares are listed on the main market of the London Stock Exchange and can be bought or sold by Shareholders using a stockbroker or authorised share dealing service in the same was as shares of any other listed company.

Directors, Investment Manager and Advisers

BVT Directors	(Chairman) Peter Lawrence Les Gabb Susannah Nicklin Michael Probin Fiona Miller Smith
BSVT Directors	(Chairman) Sarah Fromson Malcolm Groat Tim Farazmand Graham McDonald
	all non-executive and of:
	5 New Street Square London EC4 3TW
Investment Manager and Secretary	Gresham House Asset Management Limited 5 New Street Square London EC4A 3TW
Solicitors and Sponsor	Dickson Minto W.S. Broadgate Tower 20 Primrose Street London EC2A 2EW
Receiving Agent	The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH
Auditors	BDO LLP 55 Baker Street London W1U 7EU
VCT status adviser	PricewaterhouseCoopers LLP One Chamberlain Square Birmingham B3 3AX
Registrar	Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE
Promoter	RAM Capital Partners LLP 4 Staple Inn London WC1V 7QH

PR (Ann 3) 2.1

PR (Ann 3) 1.1, 8.1

PR (Ann 12) 10.1

Part 1 — Letter from the Chairmen of the Companies

4 November 2021

Dear Investors

Introduction

The Boards are delighted to be offering Existing Shareholders and New Investors the opportunity to invest in both Baronsmead Venture Trust plc and Baronsmead Second Venture Trust plc.

The Companies are two of the largest Venture Capital Trusts with combined net assets of over £470 million as at 30 September 2021. The Companies are managed by Gresham House Asset Management Limited, a subsidiary of Gresham House plc, a specialist alternative asset manager with funds under management of approximately £4.7 billion as at 30 June 2021.

Despite the ongoing disruption being caused by the COVID-19 pandemic and rapid restarting of the economy, the Boards are confident that the Investment Manager will continue to identify attractive new investment opportunities which comply with the VCT rules and fit within the investment policies of the Companies.

Offers for subscription

Under the Offers, each Company is seeking to raise £25 million, being an aggregate of up to £50 million. Each Board will also have the option to utilise an Over-allotment Facility to raise up to a further £12.5 million per Company. The Investment Manager will, in respect of services provided to each Company pursuant to the Offers, receive a fee payable by each of the Companies of 4.5 per cent. of the gross proceeds of each Offer. Out of this fee, the Investment Manager will pay all costs associated with the Offers, including all rebates, initial commission and trail commission, on behalf of the Companies. The Investment Manager will be responsible for any costs associated with the Offers in excess of this fee amount.

Subscribers can elect to invest in either or both of the Offers. The minimum subscription under each of the Offers is £3,000. There is no maximum investment. However, potential investors should be aware that tax relief is only available on a maximum subscription of £200,000 in VCTs in each tax year. Potential investors should consult their professional advisers before deciding whether and, if so, how much they should invest under any of the Offers.

The Directors and their connected persons have committed to invest £352,000 in aggregate in the Offers.

Key terms of the Offers are set out on page 40 of this document and further details of the Offers are set out in Part 4.

Investment strategy summary

The Companies aim to give Shareholders access to a diverse portfolio of growth businesses. The Companies will make investments in growth businesses, whether unquoted or traded on AIM, which are substantially based in the UK in accordance with the prevailing VCT legislation. Investments are made selectively across a range of sectors. The Investment Manager endeavours to select the best opportunities and applies a distinctive selection criteria based on (i) primarily investing in parts of the economy which are experiencing long-term structural growth; (ii) businesses that demonstrate, or have the potential for, market leadership in their niche; (iii) management teams that can develop and deliver profitable and sustainable growth; and (iv) companies with the potential to become attractive assets appealing to a range of buyers at the appropriate time to sell. Risk is spread by investing in a number of different businesses within different qualifying industry sectors using a mixture of securities.

Environmental, social and governance (ESG) analysis is embedded into the Companies' investment processes by the Investment Manager in order to build and protect long-term value for investors. A framework based on ten key ESG themes is used to structure analysis, monitor and report on ESG risks and opportunities across the lifecycle of investments. Further information in relation to the Investment Manager's integration of ESG factors in management of the Companies' portfolios is set out in Part 2 of this document.

Investment Manager's acquisition of Mobeus VCTs

The Boards are supportive of the acquisition by Gresham House plc of the VCT business of Mobeus Equity Partners. This acquisition enhances Gresham House's position within the VCT industry, increasing the funds under management across its VCT range to approximately £850 million as at 30 September 2021. The existing Gresham House VCT team will work alongside the newly acquired Mobeus VCT team in managing the Companies' portfolios and the Boards are pleased with the progress made thus far in relation to the integration of the Gresham House and Mobeus teams.

The acquisition enlarges the Gresham House VCT team significantly and the Boards believe that the combined platform will enhance the Investment Manager's ability to identify and manage attractive venture investments for the benefit of the Companies' Shareholders and support the Companies' growth given the potential for greater levels of new investment.

Investment outlook

Overall, the economy has rebounded strongly following the sharp decline in activity and fall in public markets immediately after the first national lockdowns in March 2020. However, the ongoing recovery is likely to be uneven as the UK government's COVID-19 support packages continue to be withdrawn and inflationary and supply chain pressures flow through the economy. The Investment Manager anticipates this will lead to increased public market volatility and, in some sectors reliant on physical goods, more uncertainty over the deliverability of short-term sales forecasts. Operating margin pressure due to wage inflation is also expected.

Despite the potential economic headwinds, the Boards continue to believe it is a good time to be investing in earlier stage, innovative and high growth businesses looking to take advantage of changes in consumer behaviour and the disruption of traditional supply chains being driven by technology. The level of interesting investment opportunities being reviewed by the Investment Manager continues to be strong. As the earlier stage portfolio continues to mature, there is also an increase in existing high potential portfolio companies looking for follow on capital to support future growth.

The funds raised under the Offers will provide the Companies with the capital to take advantage of the strong levels of investment opportunities being originated by the Investment Manager as well as continuing to play their role in supporting the development of early-stage, high-growth British businesses.

Action to be taken

Should you wish to participate in either or both of the Offers and subscribe for New Shares in either Company you should read the whole of this document, but in particular Part 4, together with the full Terms and Conditions of Subscription under the Offers set out in Part 8 of this document. Investors can subscribe for New Shares online by completing an Electronic Subscription Form available at www.baronsmeadvcts.co.uk/vctoffers.

The Boards are of the view that the Electronic Subscription Form is the most efficient and costeffective way for investors to participate in the Offers. Those of the Directors who intend to subscribe for New Shares under the Offers intend to do so by completing the Electronic Subscription Form and the Boards encourage other investors to utilise this method where possible in preference to completing a paper Subscription Form.

However, investors may also subscribe using the blank Subscription Form at the back of this document or by downloading a copy of the Subscription Form from the website of the Companies, www.baronsmeadvcts.co.uk/vctoffers. Paper Subscription Forms should be completed and returned as soon as possible by email to [email protected] or by post to the Receiving Agent, The City Partnership (UK) Ltd, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH.

We would like to thank Existing Shareholders for their continued support of the Companies, and very much look forward to welcoming participation from Existing Shareholders and New Investors in the Companies.

Yours faithfully

Peter Lawrence Sarah Fromson

(Chairman of Baronsmead Venture Trust plc) (Chairman of Baronsmead Second Venture Trust plc)

Part 2 — Further information on the Companies

Investment objectives and policies

Baronsmead Venture Trust

BVT is a tax efficient listed company which aims to achieve long-term investment returns for private investors, including tax-free dividends.

BVT's investment policy is to invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM, which are substantially based in the UK, although many of these investees trade overseas.

Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value and which will diversify the portfolio.

BVT will make investments in accordance with the prevailing VCT legislation which places restrictions, inter alia, on the type and age of investee companies as well as the maximum amount of investment that such investee companies may receive.

Investment securities

BVT invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities, and permitted non-qualifying investments as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks or preference shares, while AIM-traded investments are primarily held in ordinary shares. No single investment may represent more than 15 per cent. (by VCT value) of BVT's total investments.

Liquidity

Pending investment in VCT qualifying investments, BVT's cash and liquid funds are held in permitted non-qualifying investments.

Investment style

Investments are selected in the expectation that the application of private equity disciplines, including active management of the investments, will enhance value and enable profits to be realised on the sale of investments.

Co-investment

BVT typically invests alongside BSVT in unquoted and quoted companies sourced by the Investment Manager. Following the Investment Manager's acquisition of the Mobeus VCTs in September 2021, BVT will also co-invest alongside the Mobeus VCTs in new unquoted VCT qualifying investments. All new qualifying AIM dealflow will continue to be exclusively allocated between BVT and BSVT.

The Investment Manager's staff invest in unquoted investments alongside BVT. This arrangement is in line with current practice of private equity houses and its objective is to attract, recruit, retain and incentivise the Investment Manager's team and is made on terms which align the interests of Shareholders and the Investment Manager.

Borrowing powers

BVT's policy is to use borrowing for short term liquidity purposes only up to a maximum of 25 per cent. of BVT's gross assets, as permitted by BVT's Articles of Association.

Any material change in the investment policy will require the approval of BVT Shareholders at a general meeting. In the event of a breach of BVT's investment policy, the BVT Directors will announce through a Regulatory Information Service the actions which will be taken to rectify the breach.

Baronsmead Second Venture Trust

BSVT is a tax efficient listed company which aims to achieve long-term investment returns for private investors, including tax-free dividends.

PR (Ann 4) 1.1

PR (Ann 4) 1.2

PR (Ann 4) 1.3

PR (Ann 4) 1.1

BSVT's investment policy is to invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM, which are substantially based in the UK, although many of these investees trade overseas.

Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value and which will diversify the portfolio.

BSVT will make investments in accordance with the prevailing VCT legislation which places restrictions, inter alia, on the type and age of investee companies as well as the maximum amount of investment that such investee companies may receive.

Investment securities

BSVT invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities, and permitted non-qualifying investments as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks or preference shares, while AIM-traded investments are primarily held in ordinary shares. No single investment may represent more than 15 per cent. (by VCT value) of BSVT's total investments.

Liquidity

Pending investment in VCT qualifying investments, BSVT's cash and liquid funds are held in permitted non-qualifying investments.

Investment style

Co-investment

BSVT typically invests alongside BVT in unquoted and quoted companies sourced by the Investment Manager. Following the Investment Manager's acquisition of the Mobeus VCTs in September 2021, BSVT will also co-invest alongside the Mobeus VCTs in new unquoted VCT qualifying investments. All new qualifying AIM dealflow will continue to be exclusively allocated between BVT and BSVT.

The Investment Manager's staff invest in unquoted investments alongside BSVT. This arrangement is in line with current practice of private equity houses and its objective is to attract, recruit, retain and incentivise the Investment Manager's team and is made on terms which align the interests of Shareholders and the Investment Manager.

Borrowing powers

BSVT's policy is to use borrowing for short term liquidity purposes only up to a maximum of 25 per cent. of BSVT's gross assets, as permitted by BSVT's Articles of Association.

Any material change in the investment policy will require the approval of Shareholders at a general meeting. In the event of a breach of BSVT's investment policy, the BSVT Directors will announce through a Regulatory Information Service the actions which will be taken to rectify the breach.

Gearing

Although the investment policies of the Companies allow each Company to borrow up to a maximum of 25 per cent. of its gross assets, neither of the Companies currently has any external loan finance in place.

Investment portfolios

As at 30 September 2021, BVT's investment portfolio was valued at £129.4 million and comprised direct investments in a total of 84 companies of which 34 are unquoted and 50 are quoted companies. The Company's investments in the LF Gresham House UK Micro Cap Fund, the LF Gresham House UK Multi Cap Income Fund and the LF Gresham House UK Smaller Companies Fund were valued at £54.2 million as at 30 September 2021 and provide additional diversity giving investment exposure to an additional 98 AIM-traded and fully listed companies and thus spreading investment risk across approximately 182 companies.

PR (Ann 4) 1.1

PR (Ann 4) 1.2

PR (Ann 4) 1.3

As at 30 September 2021, BSVT's investment portfolio was valued at £162.4 million and comprised direct investments in a total of 82 companies of which 34 are unquoted and 48 are quoted companies. The Company's investments in the LF Gresham House UK Micro Cap Fund, the LF Gresham House UK Multi Cap Income Fund and the LF Gresham House UK Smaller Companies Fund were valued at £49.3 million as at 30 September 2021 and provide additional diversity giving investment exposure to an additional 99 AIM-traded and fully listed companies and thus spreading investment risk across approximately 181 companies.

Investment Strategy

In order to ensure a strong pipeline of opportunities, the Investment Manager invests in building deep sector knowledge and networks and undertakes significant proactive marketing to target companies in preferred sectors. This approach generates a network of potentially suitable businesses with which the Investment Manager maintains a relationship ahead of possible investment opportunities.

The Investment Manager is an engaged and supportive shareholder (on behalf of the Companies) in both unquoted and significant quoted investments. For unquoted investments, representatives of the Investment Manager often join the investee board. The role of the Investment Manager with investee companies is to ensure that the strategy is clear, the business plan can be implemented and that management resources are in place to deliver profitable growth. The aim is to build on the business model and grow the company into an attractive target which can be sold or potentially floated in medium term.

Environmental, Social and Governance matters

Environmental, social and governance (ESG) analysis is embedded into the Companies' investment processes by the Investment Manager in order to build and protect long-term value for investors. A framework based on ten key ESG themes is used to structure analysis, monitor and report on ESG risks and opportunities across the lifecycle of investments. The image below shows the ten themes and the most important ESG factors the Investment Manager will use to assess an investment.

Environmental		Social		Governance
Carbon, emissions and pollution	GHG emissions and climate change impacts, energy management, pollution prevention and control, air quality management	Employment, health, safety and well-being	Employee H&S and well-being, sustainable employment practice, engagement, diversity and inclusion	Governance and ethics	Governance good practice; sound business ethics management and culture
Natural resources management	Water use, biodiversity and natural resources management	Marketplace responsibility	Product impacts, safety and labelling in use and disposal, quality and value, customer care, data protection	Risk and compliance	Robust risk and compliance management
Waste management	Waste reduction; sustainable management of waste	Supply chain sustainability	Managing environmental, social and economic impacts of sourcing	Commitment to sustainability	Awareness, capability and commitment to run a resilient, sustainable business
		Community care and engagement	Understanding and managing impacts on communities, including human rights; community investment

The Investment Manager believes the "G" (Governance) of ESG is the most important factor in its investment processes for public and private equity. Board composition, governance, control, company culture, alignment of interests, shareholder ownership structure, remuneration policy etc. are important elements that will feed into the Investment Manager's analysis and the company valuation. The "E" and "S" (Environmental and Social) are assessed as risk factors during due diligence to eliminate companies that face environmental and social risks that cannot be mitigated through engagement and governance changes.

The Investment Manager uses a proprietary 'ESG Decision Tool' which supports the investment teams in implementing the commitments made in the sustainable investment policies. The ESG Decision Tool is completed as part of the due diligence process prior to investment for all VCT investments.

The ESG Decision Tool will not tell the Investment Manager whether to invest or not, instead it aims to provide a rational and replicable assessment of key ESG risks which should be considered prior to investment, and to help rank the significance of each risk. It is up to the investment teams to decide whether they are sufficiently comfortable with these risks to proceed with an investment.

Where material ESG risks are identified, these are reviewed by the Investment Manager and a decision on how to proceed is documented. The Investment Manager will then proactively follow up with the investee company management team and ensure appropriate corrective and preventative action is taken.

As an active investor, the Investment Manager acts as a long-term steward of the assets in which it invests. Active ownership responsibilities include engagement and voting, which are used to protect and create value. For the Companies' unquoted investments, the Investment Manager will almost always take a board seat or become a board observer, which ensures sufficiently frequent levels of communication with the management team.

Dividends

Both Boards have sought to maintain a regular flow of dividends to Shareholders over time, as illustrated in the table below. They have done so through the retention of some of the profits realised from the sale of investments for the payment of future dividends, where it has been possible and appropriate to do so. The Boards intend to continue this strategy in the future where appropriate, and at the sole discretion of each Board, should it consider it to be in the best interests of the relevant Company's Shareholders and subject to the legal and regulatory requirements at the time. There is no certainty that any dividends will be paid in the future.

Dividends paid and/or declared in the previous five financial years (pence per Share)*
	2016	2017	2018	2019	2020	Average
BVT	18.5	6.5	7.5	6.5	6.5	9.1
BSVT	17.0	7.5	7.5	6.5	6.5	9.0

* BVT has paid an interim dividend of 3.0 pence per Share in respect of the financial year ended 30 September 2021. BSVT has paid an interim dividend of 3.0 pence per Share in respect of the financial year ended 30 September 2021.

Dividend yield in the previous five financial years (dividends paid as a percentage of the Opening NAV)
	2016	2017	2018	2019	2020	Average
BVT	18.0	7.5	8.5	7.5	9.1	10.1
BSVT	16.0	8.1	8.3	7.4	8.8	9.7

The ability of either Company to meet the objective of its dividend policy cannot be guaranteed and depends primarily on the level and timing of profitable realisations of its investments. As a result, there may be variations in the amounts and timing of dividends paid year on year. The value of the investment in, and the dividend stream from, a company can rise and fall.

Share buyback policy

From time to time the Companies may buyback their own Shares through the market. Subject to the likely impact on Shareholders in the relevant Company, the funding requirements of that Company and the market conditions at the time, each of the Companies seeks to maintain a mid share price discount of approximately 5 per cent. to the relevant Net Asset Value per Share where possible. However, it should be noted that this discount may widen during periods of market volatility. Any share buyback will be subject to applicable legislation and VCT regulations and the availability of sufficient reserves and cash in the relevant Company.

Shareholder communications

The Directors are committed to a policy of regular and open communication with Shareholders and this is expressed not only in the statutory accounts but also through quarterly updates, annual general meetings and ad hoc Shareholder surveys.

Annual running costs

Annual running costs, including the Investment Manager's fees, Directors' fees, professional fees and the costs incurred by the Companies in the ordinary course of business (but excluding any performance fees payable to the Investment Manager and irrecoverable VAT), are capped at 3.5 per cent. of the relevant Company's net assets, any excess being met by the Investment Manager by way of reduction in future management fees. Further details of the fees paid to the Investment Manager are set out in Part 3 of this document.

Capital structure

Each of the Companies has one class of share in issue, Ordinary Shares. The Ordinary Shares are listed on the premium segment of the Official List and traded on the Main Market. As at 2 November 2021 (being the latest practicable date prior to the publication of this document), the issued share capital of BVT comprised 295,007,034 BVT Shares, of which 24,548,754 BVT Shares are held in treasury. As at 2 November 2021 (being the latest practicable date prior to the publication of this document), the issued share capital of BSVT comprised 312,059,812 BSVT Shares, of which 29,085,727 BSVT Shares are held in treasury.

PR (Ann 12) 6.2

PR (Ann 3) 4.2 PR (Ann 12) 4.1

PR (Ann 4) 6.1, 6.2

New Shares issued pursuant to the Offers will rank equally in all respects with the existing Ordinary Shares.

The ISIN for the BVT Shares is GB0002631934, the SEDOL number is 0263193 and the LEI code for BVT is 213800VQ1PQHOJXDDQ88. The ISIN for the BSVT Shares is GB0030028103, the SEDOL number is 3002810 and the LEI Code for BSVT is 2138008D3WUMF6TW8C28.

Further details of the rights attaching to the Ordinary Shares are set out in paragraph 3 of Part 7 of this document.

Accounts and auditors

The accounting reference date for the Companies is 30 September and annual accounts are usually dispatched in December each year with half yearly accounts for the six-month period to 31 March being dispatched in May/June each year. The auditor of the Companies is BDO LLP.

Publication of NAV

The NAV per Ordinary Share is calculated by the Investment Manager in accordance with the relevant Company's accounting policies. The NAV per Ordinary Share will be calculated at least on a monthly basis and published via a Regulatory Information Service. The most recent unaudited NAV and share price of an Ordinary Share may be viewed free of charge on the website of the London Stock Exchange and on each Companies website. The calculation of the NAV per Ordinary Share will be suspended only in circumstances where the underlying data necessary to value the investments of the relevant Company cannot readily, or without undue expenditure, be obtained. Details of any suspension in making such calculations will be announced through a Regulatory Information Service.

For the purposes of calculating the NAV, unquoted investments are valued at fair value by the Directors using methodology which is consistent with the International Private Equity and Venture Capital guidelines. AIM-traded securities are valued at either bid price or the last traded price, depending on the convention of the exchange on which the investment is traded. In respect of collective investment vehicles, which consists of investments in open-ended investment companies authorised in the UK, the valuation is based on the closing price.

VCT status

Each Board has managed and intends to continue to manage the affairs of their respective Company in order that they comply with the legislation applicable to VCTs. In this regard, the Companies have retained PricewaterhouseCoopers LLP to advise on their VCT status. The Companies have continued to conduct their affairs so as to comply with section 274 of the Tax Act for their current financial years and intend to do so for subsequent financial periods. However, there can be no guarantee that their VCT status will be maintained and investors' attention is drawn to Part 6 of this document.

Part 3 — Directors, Investment Manager, Custodian Arrangements and Administration

BVT Directors

The BVT Board currently comprises five Directors, all of whom are non-executive and independent of the Investment Manager. The BVT Directors are responsible for the determination of BVT's investment policy and the overall supervision of BVT. The BVT Directors are as follows:

Peter Lawrence was, until the merger on 8 February 2016, a Non-Executive Director of Baronsmead VCT plc having been appointed in November 1999 and becoming Chairman in 2009. Peter was also a prior Chairman of Baronsmead VCT 5 plc before retiring in 2010. Peter was formerly Chairman of ECO Animal Health Group plc, an AIM-traded company which he founded in1972 and of Anpario plc also an AIM-traded company.

Peter is currently the Chairman of Amati AIM VCT plc.

Les Gabb served as a Director of Baronsmead VCT plc from May 2014 until the merger on 8 February 2016. For 10 years from 1990 Les was the Managing Director of the London subsidiary of the Bank of Bermuda with responsibility for the finance function of the Bank's European group.

Since 2015 Les has been Finance Partner at Felix Capital Partners, a venture capital manager specialising in digital technology, and previously from 2000 held a similar role at Advent Venture Partners. Les is an ACA and an Associate of the Institute of Taxation, and a previous member of the BVCA Legal and Technical committee and the EVCA Venture Capital Council.

Susannah Nicklin is an experienced non-executive director and financial services professional with 25 years of experience in executive roles in investment banking, equity research and wealth management at Goldman Sachs and Alliance Bernstein in the US, Australia and the UK. She has also worked in the impact investment sector, with Bridges Ventures and the Global Impact Investment Network. Susannah retired as a non-executive director and senior independent director of Pantheon International plc on 27 October 2021. She is Chairman of the Schroder BSC Social Impact Trust plc, and a non-executive director of Amati AIM VCT plc, Ecofin Global Utilities and Infrastructure Trust plc, and The North American Income Trust plc. She was previously a non-executive director of Baronsmead VCT plc and City of London Investment Group plc. She holds the Chartered Financial Analyst qualification.

Michael Probin has over 30 years' experience in executive roles within the tax efficient investment industry. He worked on Business Expansion Scheme products at AXA Sun Life Group for 10 years before joining the management team at Livingbridge LLP, where he gained extensive knowledge of the VCT industry. Before retiring from his role at Livingbridge LLP in 2018, he worked extensively with the VCT industry trade and representative bodies and stakeholders of all forms. Michael has a BSc (Econ) and M.Sc (Econ) (Urban and Regional Planning) from the London School of Economics and EMBA from London Business School.

Fiona Miller Smith is the CEO of Barts Charity a health foundation with a £500m financial investment and commercial property portfolio. Barts Charity funds transformational medical research and innovation in healthcare delivery and technology. Fiona brings to Baronsmead a wealth of experience, spanning over 25 years, in investing in and leading growth companies. Her early career was in finance and private equity, and she then had a successful entrepreneurial career prior to joining Barts Charity in 2016.

BSVT Directors

The BSVT Board currently comprises four Directors, all of whom are non-executive and independent of the Investment Manager. The BSVT Directors are responsible for the determination of BSVT's investment policy and the overall supervision of BSVT. The BSVT Directors are as follows:

Sarah Fromson is Chairman of JP Morgan Global Emerging Markets Income Trust plc, as well as being a non-executive board member of Boston-based Arrowstreet Capital Partners. Sarah is also a Pension Trustee Director of Genome Research Pensions Trustee Limited and Wellcome Trust Pensions Trustee Limited. She also serves on the board of Quilter Investors Ltd, a subsidiary of Quilter plc.

Sarah retired from her executive role as Head of Risk at Wellcome Trust in 2019. Sarah was previously Chief Investment Risk Officer at RBS Asset Management (formerly Coutts).

Malcolm Groat served as a Director of Baronsmead VCT 4 plc from April 2014 until the merger on 11 March 2016. He is a fellow of the Institute of Directors, the Institute of Chartered Accountants in England and Wales, and the Royal Society for the Encouragement of Arts, Manufactures and Commerce.

During his executive career, Malcolm held C-suite positions with global businesses in engineering, construction and financial services. Since 2004, he has also served as Chairman or Non-Executive Director in a number of significant businesses, currently holding chairmanships at two AIM-listed ventures Harland & Wolff Group Holdings and Tomco Energy. He is also Chairman at The Corps of Commissionaires and at Zaim Credit Systems plc.

Tim Farazmand has spent 30 years in private equity. His last full-time role was as a Managing Director at LDC, the private equity arm of Lloyds Bank. He previously worked for 3i Group Plc and Royal Bank of Scotland Private Equity.

He was Chairman of the British Venture Capital Association (BVCA) for the 2014-2015 term. He currently chairs the Palatine Impact Fund, sits on the Advisory Board of Beechbrook Capital and the boards of The Lakes Distillery and Vinoteca.

Graham McDonald has spent almost forty years in banking and private equity. His previous executive role was Global Head of Private Equity and Venture Capital at Aberdeen Standard Investments. Prior to that he was responsible for the global private equity and venture capital businesses in Aberdeen Asset Management, SWIP, Lloyds bank and HBoS.

He currently chairs an online medical education platform, Continulus and is a Special Advisor to a hydrogen fund, Hycap Fund. Graham is also a Director of Vedra Partners Ltd a multi-family investment office.

Investment management arrangements

Gresham House plc is an AIM-traded specialist alternative asset manager with over £4.7 billion assets under management (as at 30 June 2021), offering funds, direct investment and tailored investment solutions including co-investment, across five highly differentiated alternative investment strategies; Public Equity, Private Assets, Forestry, New Energy, Housing and Infrastructure.

PR (Ann 4) 4.1, 4.2

Its stated vision is to build an 'Asset to Covet' – a business that employees are proud to work for, clients want to invest with and that shareholders want to own. It is a business with an entrepreneurial culture in which individual flair and thinking is encouraged.

The Investment Manager aims to bring capital and strategic support to early-stage growth businesses that have ambitious management teams, scalable business models and the potential for market leadership. The Investment Manager applies a private equity investment philosophy to public and private equity investing, taking an active role where it can in helping the portfolio companies to grow through organic development and/or acquisition, providing expertise from within its own team and helping to source external support when required.

On 1 October 2021, Gresham House plc announced the completion of its acquisition of the Venture Capital Trust business of Mobeus Equity Partners. The acquisition enhances Gresham House's position within the VCT industry, increasing the funds under management across its VCT range to approximately £850 million as at 30 September 2021. The Boards and the Investment Manager believe that the combined platform will enhance the Investment Manager's ability to identify and manage attractive venture investments for the benefit of the Companies' Shareholders and support the Companies' growth given the potential for greater levels of new investment.

Details of the senior members of the management team responsible for the Companies are set out below:

Bevan Duncan joined Gresham House in November 2018. Bevan is co-fund manager of the Baronsmead VCTs with overall responsibility for the unquoted portfolio. He is also Chair of the Investment Committee. Bevan has extensive investment experience and currently sits on the Board of Baronsmead portfolio companies Airfinity and SecureCloud+. Bevan started his career in private equity working at Livingbridge. Prior to this he qualified as a Chartered Accountant at KPMG in New Zealand, where he provided consultancy services to fast growing small businesses.

Ken Wotton joined Gresham House in November 2018 as Managing Director of Quoted Investments, having previously spent 11 years with Livingbridge leading the Equity Funds investment team managing AIM and other listed investments on behalf of the Baronsmead VCTs, LF Gresham House UK Micro Cap Fund, and LF Gresham House UK Multi Cap Income Fund. He had previously spent two years at Evolution Securities where he worked in equity research, specialising in the telecoms and technology sectors, focusing on smaller companies with significant experience of AIM market fund raisings. Prior to that, he spent five years in the equity research department of Commerzbank Securities where he focused on the pan-European telecoms sector. Ken qualified as a Chartered Accountant with KPMG in London.

Tania Hayes joined Gresham House in November 2018 as Divisional Finance Director, having been at Livingbridge for 13 years. Tania has worked on the Baronsmead VCTs since she joined Livingbridge, progressing from administration assistant to Finance Manager in 2011 and qualified as a Chartered Management Accountant in 2012 while working for Livingbridge. Previously she had worked at a Chartered Accountancy practice in New Zealand for eight years where she commenced her accounting training.

Trevor Hope joined Gresham House in October 2021 as the VCTs Chief Investment Officer having previously been at Mobeus. Trevor joined the Mobeus VCT team in 2016 to develop and lead the firm's growth capital and investment strategy. For over 20 years, Trevor has invested growth capital into UK businesses across a wide range of sectors including technology, media, leisure, business services, healthcare, telecoms and consumer services. Before joining Mobeus, he was the Chief Investment Officer of Beringea, manager of the ProVen VCTs. Trevor holds an MBA from Exeter University, is an associate of the Chartered Institute of Bankers and a Member of the Chartered Institute of Marketing.

Clive Austin joined Gresham House in October 2021 as the Managing Director of the VCT portfolios having previously been at Mobeus. Clive has been working with the Mobeus VCTs since 2013, sits on the Investment Committee and also has responsibility for the portfolio valuations processes. Clive is an investment management specialist with experience across a wide variety of sectors and stages of company development. He has worked in the private equity industry since 1995 and has acted as Non-Executive Director and Chairman of a wide range of private equity backed businesses. His previous experience includes as a Director at 3i, Catapult Venture Managers and NVM Private Equity. He holds a BSc (Hons) in Applied Physics & Electronics from Durham University, a DipM from the Chartered Institute of Marketing, and an MBA from the University of Warwick.

Tony Dalwood became CEO of Gresham House in December 2014 and brought in a new management team that transformed the company from an investment trust into an AIM listed specialist asset management group. With over 20 years in the industry, Tony is an experienced investor and has also advised numerous public and private equity businesses. He started his career at Phillips & Drew Fund Management (later UBS Global Asset Management), one of the UK's most prominent value investment firms with £60 billion in assets at its peak. He was a member of the UK Equity Investment Committee with responsibility for managing over £1.5 billion of UK equities. In 2002 Tony founded and became CIO of SVG Investment Managers and CEO of SVG Advisers (formerly Schroder Ventures (London) Limited), the global private equity funds business and specialist alternatives manager, before launching Strategic Equity Capital plc, a London listed Investment Trust in 2005.

Andrew Hampshire is COO and CTO at Gresham House and joined at the start of 2017. Prior to Gresham House Andrew was an Investment Director at mid-market private equity firm LDC, leading strategic and operational growth programmes in the underlying investment companies and working with portfolio company boards. Andrew was also responsible for leading integrations and carve-outs within portfolio businesses. Prior to LDC, Andrew held various senior operational management positions within Lloyds Banking Group and started his career with his own software development business. Andrew holds an MBA from the University of Warwick.

Custodian arrangements

JPMorgan Chase Bank has been appointed as the custodian of the assets of the Companies which are traded on a recognised exchange. JPMorgan Chase Bank has its registered office at 1111 Polaris Parkway, Columbus, Ohio 43240, United States and its principal place of business in the UK is 25 Bank Street, Canary Wharf, London E14 5JP. Its telephone number is 0212 270 6000. The Custodian is authorised by the PRA and regulated by the FCA and PRA.

PR (Ann 4) 5.1

PR (Ann 4) 5.2

PR (Ann 4) 3.1

PR (Ann 4) 3.2

PR (Ann 4) 3.1

Apex holds the share certificates in relation to the Companies' unquoted investments. Apex has its registered office at 1 Royal Plaza Avenue, St Peter Port, Guernsey GY1 2HL. Its telephone number is 01481 713843.

Management and administration

Baronsmead Venture Trust plc

Under the BVT Investment Management Agreement, the Investment Manager receives a fee of 2.0 per cent. per annum of the net assets of BVT. The Investment Manager is responsible for providing all secretarial, administrative and accounting services to BVT. The Investment Manager has appointed Link to provide these services to BVT on its behalf. BVT is responsible for paying the fee charged by Link in relation to the performance of these services for the Investment Manager, which is currently £126,002 per annum, excluding VAT. The Investment Manager will consult with the BVT Board in relation to any increase in the fee charged by Link which is considered to be material.

Under the BVT Investment Management Agreement, the Investment Manager is also entitled to receive a performance related fee. No performance fee is payable to the Investment Manager until the total return on shareholders' funds exceeds an annual threshold of the higher of 4.0 per cent. or base rate plus 2.0 per cent. calculated on a compound basis. To the extent that the total return exceeds the threshold over the relevant period then a performance fee of 10.0 per cent. of the excess will be paid to the Investment Manager. The amount of any performance fee which is paid in an accounting period shall be capped at 5.0 per cent. of Shareholders' funds for that period.

A performance fee of £1.9 million (unaudited) is payable from BVT to Gresham House in relation to the 12 month period to 30 September 2021. BVT did not pay a performance fee in relation to the 12 month period to 30 September 2020.

Baronsmead Second Venture Trust plc

Under the BSVT Investment Management Agreement, the Investment Manager receives a fee of 2.5 per cent per annum of the net assets of BSVT. The Investment Manager is responsible for providing all secretarial, administrative and accounting services to BSVT. The Investment Manager has appointed Link to provide these services to BSVT on its behalf. BSVT is responsible for paying the fee charged by Link in relation to the performance of these services for the Investment Manager, which is currently £143,070 per annum, excluding VAT. The Investment Manager shall consult with the BSVT Board in relation to any increase in the fee charged by Link which is considered to be material.

Under the BSVT Investment Management Agreement, the Investment Manager is also entitled to receive a performance related fee. A performance fee is payable to the Investment Manager when the total return on net proceeds of the BSVT Shares exceeds 8.0 per cent. per annum simple. To the extent that the total return exceeds the threshold over the relevant period then a performance fee of 10.0 per cent. of the excess will be paid to the Investment Manager. The amount of any performance fee which is paid in an accounting period shall be capped at 5.0 per cent. of Shareholders' funds for that period.

BSVT will not pay a performance fee in relation to the 12 month period to 30 September 2021. BSVT did not pay a performance fee in relation to the 12 month period to 30 September 2020.

Annual running costs are capped at 3.5 per cent of the net assets of each Company (excluding any performance fee payable to the Investment Manager and irrecoverable VAT), any excess being refunded by the Investment Manager by way of an adjustment to its management fee.

Management incentivisation and retention

The Boards wish the Investment Manager to maintain the quality of its investment teams in the VCT and private equity market place. As a result, Livingbridge introduced an incentive scheme in November 2004 to help attract, recruit, retain and incentivise staff. The Investment Manager has agreed to continue this scheme on the same terms.

The rules that govern the incentive scheme have been updated to accommodate the increasing number of equity only/low geared investments being made by the Companies due to the changes to the VCT rules introduced by the Finance Act 2018. For such investments, the existing method whereby the coinvestment scheme participants acquire a 12 per cent. equity stake in each investee company would be onerously expensive and has been replaced with an alternative approach. For investments that are all equity or predominately equity, the participants now acquire a 0.75 per cent. equity stake at the outset as well as an option over a further 12 per cent. of equity which may only be exercised when the investment is sold. The option exercise price has a built-in hurdle rate of 8 per cent. per annum to ensure that the option only has value if the Companies achieve a good return on their investment. The economic impact of this approach is equivalent to the original method, still used for the more traditional higher leverage investments, of obtaining a 12 per cent. equity stake at the outset and, therefore, there is no substantive change in the overall result for the Companies.

Other fees received by the Investment Manager

In addition to the fees described above, which are paid by the Companies, the Investment Manager receives advisory fees in connection with new investments which are paid by the relevant investee company. Where expenses have been incurred and the investment does not proceed, the Investment Manager pays any abort fees. The Investment Manager also receives monitoring fees from unquoted portfolio companies. Details of these fees are disclosed each year in the annual report and accounts for each Company

PR (Ann 4) 3.3

PR (Ann 4) 3.5 PR (Ann 12) 3.1

Both the management and performance fees set out above (the management fee taking priority) are reduced by an amount equal to any fee received by the Investment Manager's group in respect of investments made by the Companies in the Collective Investment Vehicles.

Conflicts of interest

The Boards have noted that the Investment Manager has other clients and have satisfied themselves that the Investment Manager has procedures in place to address potential conflicts of interest. In particular, following the Investment Manager's acquisition of the Mobeus VCTs, each of the BVT Board and the BSVT Board have agreed an allocation policy with the Investment Manager which stipulates, among other things, that BVT and BSVT will have first call on their existing dealflow (which will be managed between BVT and BSVT in accordance with their long-standing agreed allocation policy) and the Mobeus VCTs will have first call on their existing dealflow. In addition, new VCT qualifying direct AIM investments (including existing Baronsmead dealflow) will be offered solely to the Baronsmead VCTs based on the existing allocation policy between BVT and BSVT. Subject to the above, all new unquoted VCT qualifying investment opportunities (excluding existing Mobeus dealflow and existing Baronsmead dealflow) will be allocated between the Mobeus VCTs, BVT and BSVT based on the respective proportionate net asset values (excluding any directly held AIM investments) calculated on a quarterly basis.

The Investment Manager has regard to its obligations under the BVT Investment Management Agreement and the BSVT Investment Management Agreement or otherwise to act in the best interests of each of the Companies, so far as is practicable having regard to its obligations to the other Company and its other clients, when potential conflicts of interest arise. In the event of a conflict of interest arising, the Investment Manager will ensure that it is resolved fairly and in accordance with the COBS Rules and the allocation policy agreed between each Company and the Investment Manager. The COBS Rules require the Investment Manager to ensure fair treatment of all its clients. The COBS Rules also require that when an investment is made it should be allocated fairly amongst all of its clients for whom the investment is appropriate. In particular, the Investment Manager uses its reasonable efforts, in line with the agreed allocation policy, to ensure that each Company has the opportunity to participate in potential investments identified by the Investment Manager which fall within the investment objectives and policies of the Companies, on the best terms reasonably obtainable at the relevant time with the aim of ensuring that the principle of best execution is attained in accordance with the COBS Rules.

Part 4 — The Offers

The Offers

The Companies are seeking to raise £50 million in aggregate under the Offers before taking account of any further funds that may be raised under the Over-allotment Facilities. The Companies are seeking to raise further funds under the Offers primarily to allow them to take advantage of attractive investment opportunities over the short to medium term, in accordance with their respective investment policies. The net proceeds of the Offers will be pooled with the existing cash resources of the respective Company and utilised (i) to make new and follow-on investments in accordance with its investment policy and (ii) to help meet annual outgoings (including running costs, directors' fees and market purchases of Ordinary Shares). The Offers are not being underwritten.

The Directors of each of the Companies believe that the profile of a typical investor in the relevant Company is a client of a financial adviser or an individual retail investor aged 18 or over who is a UK tax payer and who is willing to invest for the long term in small, illiquid unquoted and quoted companies.

All Subscriptions will be processed on a "first come, first served" basis by the Receiving Agent and there will be no exclusive subscription period for Existing Shareholders. Investors can subscribe for New Shares online at www.baronsmeadvcts.co.uk/vctoffer by completing an Electronic Subscription Form or by completing the Subscription Form at the end of this document.

Terms of the Offers

Under the Offers, both Companies are proposing to raise up to £25 million (before costs), being an aggregate of up to £50 million (before costs). Each Board will also have the option to utilise an Over-allotment Facility to raise up to a further £12.5 million each (before costs). Subscribers can elect to invest in either or both of the Offers. Subscribers must subscribe a minimum of £3,000 per elected Offer.

If the Over-allotment Facilities are utilised in full by each Board, the maximum amount to be raised under the Offers would be £75 million (being £37.5 million under the BVT Offer and £37.5 million under the BSVT Offer) before taking account of the costs of the Offers.

The Companies have each entered into an Offer Agreement with the Investment Manager under which each Company has agreed to pay the Investment Manager a fee of 4.5 per cent. of the amount raised under the relevant Offer. The Investment Manager has agreed to administer the Offers and will pay all costs associated with the Offers, including any costs which exceed 4.5 per cent. of the amount raised under the relevant Offer. The Offer Price is calculated so as to take account of the fees to be paid to the Investment Manager.

The costs of the Offer to be paid by each Company are £1.7m (assuming the Over-allotment Facilities are utilised in full by each Company and each Offer is fully subscribed). The total net proceeds of each Offer would therefore be £35.8m.

PR (Ann 12) 8.1

PR (Ann 12) 5.1.1, 5.1.4, 5.1.5, 5.1.8, 5.1.

PR (Ann 4) 1.5

PR (Ann 12) 3.2

PR (Ann 12) 4.1

PR (Ann 12) 4.7

The Boards may close their respective Offer earlier than 29 March 2022 if their Offer is fully subscribed or may extend their respective Offer to a date not later than 28 October 2022. The Boards further reserve the right to accept a Subscription and to allot and arrange the listing of New Shares in respect of Subscriptions received on or prior to the closing date of the Offers as the Boards see fit, which may not be on the dates anticipated in this document.

The New Shares will rank pari passu with existing Shares. There is no maximum amount for which a Subscriber may subscribe under the Offers. However, a Subscriber may wish to consider the annual VCT allowance of £200,000 per Qualifying Investor, as detailed in Part 6 of this document, and the acquisition of other shares in VCTs that they may have made prior to subscribing under the Offers during the current tax year.

Pricing Formula

Investors are invited to subscribe an amount in Sterling rather than apply for a particular number of Offer Shares. The number of New Shares to be allotted under the Offers to a Subscriber will be determined by dividing their Subscription amount by an Offer Price calculated on the basis of the following Pricing Formula.

Latest published Net Asset Value of an existing Ordinary Share in the relevant Company at the time of allotment divided by 0.955 (to allow for the costs of the Offer of 4.5 per cent. of the total amount raised under the relevant Offer) rounded up to the nearest 0.1 pence.

The respective NAV per Ordinary Share used to calculate the respective Offer Price will be adjusted to reflect any dividend which has been declared by the relevant Company but not yet paid.

The number of New Shares to be issued under the Offers will be rounded down to the nearest whole number (fractions of New Shares will not be allotted). If there is a surplus of funds from an investor's total Subscription amount, the balance will be returned (without interest) by cheque made payable to the Subscriber (or Nominee if applicable) sent to the address shown on the Subscription Form (save where the amount is less than £2.00, in which case it will be retained by the relevant Company). If an Electronic Subscription Form is submitted, surplus funds will be returned (without interest) to the bank account from where the funds were sent. Share and tax certificates will be sent to the Subscriber (or Nominee if applicable) to the address shown on the Subscription Form.

The relevant Offer Price in respect of each allotment will be announced through a Regulatory Information Service following the relevant allotment of New Shares.

Issue of New Shares

The Net Asset Values of the Companies are expected to be announced in respect of the anticipated allotments under the Offer in accordance with the following table:

	Date of NAV	Expected date of NAV announcement	Subscriptions via cheque to be submitted by 12 noon on	Subscriptions via bank transfer to be submitted by 12 noon on	Anticipated date of allotment
First Allotment	31 October 2021	5 November 2021		22 November 2021 25 November 2021	30 November 2021
Second Allotment	30 November 2021	7 December 2021		14 December 2021 17 December 2021	22 December 2021
Third Allotment	31 December 2021	25 January 2022	20 January 2022	25 January 2022	28 January 2022
Fourth Allotment	31 January 2022	7 February 2022	18 February 2022	23 February 2022	28 February 2022
Final Allotment	28 February 2022	7 March 2022	24 March 2022	29 March 2022	1 April 2022

In order for New Shares to be issued under an allotment, a completed Subscription must be received and the funds in relation to the Subscription must have cleared by 12 noon on the date shown in the table above. The Offers will close at 12 noon on 29 March 2022, unless either or both Boards decide to extend the Offer in relation to the relevant Company or the Offers are fully subscribed before this time.

PR (Ann 12) 5.1.5

PR (Ann 12) 5.1.3

PR (Ann 12) 4.4, 5.3.1, 5.3.2

Illustrative Offer Prices

An illustration of the application of the Pricing Formula based on the published NAV per Ordinary Share for each Company as at 30 September 2021, is set out below.

	Unaudited NAV per Ordinary Share as at 30 September 2021	Illustrative Offer Price per New Share*
BVT	82.4 pence	86.3 pence
BSVT	87.8 pence	92.0 pence

* The Illustrative Offer Prices shown above are for illustrative purposes only as the NAV per Ordinary Share may be different for the purposes of calculating the actual Offer Prices applicable for each allotment of New Shares under the Offers (which may be higher or lower than in the example above). The actual Offer Price paid by each Subscriber will depend on the latest published NAV per Ordinary Share at the time of allotment of New Shares to the Subscriber.

The illustrative Offer Prices set out above do not take account of any rebates that may be applicable to the Subscription.

For illustrative purposes, assuming the BVT Offer is fully subscribed, but the Over-allotment Facility is not utilised, and the New BVT Shares are issued at the BVT Illustrative Offer Price of 86.3 pence, set out above, the number of New BVT Shares that will be issued under the BVT Offer is 28,968,713 New BVT Shares (although the actual number of New BVT Shares that will be issued will depend on the level of Subscriptions received under the BVT Offer and the BVT Offer Price which could be higher or lower than the BVT Illustrative Offer Price).

Likewise, for illustrative purposes, assuming the BSVT Offer is fully subscribed, but the Over-allotment Facility is not utilised, and the New BSVT Shares are issued at the BSVT Illustrative Offer Price of 92.0 pence set out above, the number of New BSVT Shares that will be issued under the BSVT Offer is 27,173,913 New BSVT Shares (although the actual number of New BSVT Shares that will be issued will depend on the level of Subscriptions received under the BSVT Offer and the BSVT Offer Price which could be higher or lower than the BSVT Illustrative Offer Price).

Early Bird Rebate

Existing Shareholders will receive a rebate of 0.75 per cent. of their Subscription; and
New Investors will receive a rebate of 0.5 per cent. of their Subscription.

The rebate will be paid to Subscribers in the form of additional New Shares issued at the relevant Offer Price.

Commission

Non-advised Subscriptions

Advisers can choose to waive the initial commission. Commission waived by an adviser will be rebated to Subscribers in the form of additional New Shares issued at the relevant Offer Price.

Advised Subscriptions

Direct Subscriptions

The Investment Manager has agreed with the Companies that it will rebate one per cent. of the amount invested by Subscribers who invest in the Offers directly through the Investment Manager.

Listing and dealing

New Shares issued pursuant to each Offer will be issued in registered form and may be held either in certificated form or settled through CREST. It is expected that definitive certificates in respect of New Shares will, where requested, be despatched by post within 10 Business Days of the allotment of the relevant New Shares. Temporary documents of title will not be issued. Pending despatch of such certificates, transfers will be certified against the Register. Dealings in New Shares issued under each Offer are expected to commence within five Business Days following the allotment of the relevant New Shares. The Offers cannot be revoked after dealings in the relevant New Shares have commenced.

The ISIN for the New BVT Shares is GB0002631934 and the SEDOL number is 0263193. The ISIN for the New BSVT Shares is GB0030028103 and the SEDOL number is 3002810.

PR (Ann 12) 4.1

PR (Ann 12) 9.1

PR (Ann 12) 5.2.2

PR (Ann 12) 4.1, 5.1.2, 5.1.5, 5.1.6, 5.2.1

Dilution

Existing Shareholders are not obliged to participate in the Offers. However, those Shareholders who do not participate in the Offers will suffer a dilution to the percentage of the issued share capital that their current holding represents based on the actual number of New Shares issued by the relevant Company. Existing Shareholders would need to participate in the relevant Offer in proportion to their current holding to avoid any dilution to their existing shareholding.

Assuming the BVT Offer is fully subscribed (and the Over-allotment Facility is not utilised) at a BVT Offer Price of 86.3 pence (being the BVT Illustrative Offer Price), the maximum number of New BVT Shares to be issued under the BVT Offer would be 28,968,713. If such maximum number of BVT Shares is issued, a BVT Shareholder who does not participate in the BVT Offer (and does not otherwise acquire BVT Shares) will suffer dilution of 9.7 per cent. to their existing holding in BVT.

Directors' subscriptions

The Directors and their connected persons intend to subscribe £352,000, in aggregate, for New Shares under the Offers.

Application procedure

Investors can subscribe for New Shares online at www.baronsmeadvcts.co.uk/vctoffer by completing an Electronic Subscription Form. Existing Shareholders applying online should ensure that they insert their unique ten digit Shareholder Reference Number. Failure to do so may result in a new shareholding being created within the Share register. A paper Subscription Form for use in connection with the Offers is also attached at the end of this document.

If the subscription for New Shares in the Company of your choice cannot be fulfilled, you may elect to have your subscription fulfilled through the issue of New Shares in the other Company (subject to availability). If you fail to indicate a preference in this regard, your subscription monies in respect of the closed Offer will be reallocated to the open Offer.

Subscribers are advised to read the notes on how to complete the Subscription Form on pages 103 to 108 of this document.

Subscription Forms accompanied by a post-dated cheque will not be accepted. Each Company may, in its absolute discretion, reject Subscriptions if cheques do not clear on first presentation. Acknowledgement of the receipt of Subscriptions will be sent electronically to the Subscriber's email address to be included in his or her Subscription Form.

If you are a Nominee applying on behalf of a block of investors, please complete and submit a Subscription Form for each Beneficial Owner with the relevant Nominee details (CREST or otherwise) in Section 4 of the Subscription Form. Subject to the number of Beneficial Owners within the Nominee, the Receiving Agent may configure an Electronic Subscription Form pre-filled with the Nominee's details to expedite the subscription process. Nominees should contact the Receiving Agent regarding the remittance of the associated subscription monies to ensure compliance with the Offers' Money Laundering Notice.

The terms and conditions of Subscription for New Shares under the Offers are set out in Part 8 of this document. By signing a Subscription Form or submitting an Electronic Subscription Form, Subscribers will be declaring that they have read the terms and conditions of Subscription and agree to be bound by them.

Part 5 — Financial Information (Including Portfolio Information)

Baronsmead Venture Trust

1. Introduction

BVT has prepared an annual report and statutory accounts for the year ended 30 September 2020 and a half yearly financial report for the six-month period ended 31 March 2021. BVT's auditors from 20 June 2005 until 28 May 2021, KPMG LLP of Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EG have reported on the annual statutory accounts for the year ended 30 September 2020 without qualification and without including statements under sections 495 to 497 of the Companies Act. BDO LLP of 55 Baker Street, London, W1U 7EU were appointed as BVT's auditors on 28 May 2021.

The annual report and statutory accounts for the year ended 30 September 2020 were prepared under UK Accounting Standards, including FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland. The annual report referred to above was also prepared in accordance with the fair value rules of the Companies Act and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of BVT's financial condition, changes in financial condition and results of operations for the financial year ending 30 September 2020 and is being incorporated into this document by reference and can be accessed at the following website: www.baronsmeadvcts.co.uk.

Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this document. Those parts of the annual statutory accounts and the half yearly financial reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this document.

2. Historical financial information

Historical financial information relating to BVT on the matters referred to below is included in the published annual report and audited accounts of BVT for the financial year ended 30 September 2020 and in the unaudited interim report for the six months ended 31 March 2021 as set out in the table below and is incorporated by reference into this document. The non-incorporated parts of these annual and interim reports of BVT are either not relevant to investors or covered elsewhere in this document.

PR (Ann 3) 11.1, 11.2.1, 11.2.2, 11.2.3 PR (Ann 4) 8.1

PR (Ann 3) 2.1, 11.2

Nature of information	Annual report for the year ended 30 September 2020 Page No.	Unaudited interim report for the six months ended 31 March 2021 Page No.
Financial Highlights	2	2
Independent auditor's report	53	—
Income statement	59	10
Statement of changes in equity	60	11
Balance sheet	61	12
Statement of cash flows	62	13
Notes to the financial statements	63 – 75	14 – 17

3. Selected financial information

The information in this paragraph 3 has been extracted directly from the financial information referred to in paragraph 2 of this Part 5. Selected historical financial information relating to BVT which summarises the financial condition of BVT for the financial year ended 30 September 2020 and the six month period ended 31 March 2021 is set out in the following table:

Nature of information	Annual financial report for the year ended 30 September 2020	Unaudited interim report for the six months ended 31 March 2021
Net asset value
Number of Ordinary Shares in issue	231,016,950	272,255,245
Net assets (£'000)	164,834	215,528
Net asset value per Ordinary Share (p)	71.35	79.16
Ordinary Share price (p)	67.50	73.50
Income
Total income before operating expenses (£'000)	3,679	436
Net profit/(loss) (£'000)	1,997	(377)
Performance fee (accrued/paid) (£'000)	—	—
Investment Manager fee charged to revenue (accrued/paid) (£'000)	(750)	(471)
Any other material fees (accrued/paid) to service providers (£'000)	(599)	(342)
Revenue return per Ordinary Share (p)	0.90	(0.15)
Dividend per Ordinary Share (p)	6.50	—
Ongoing charges
As a percentage of average total Shareholders' funds (%)	2.20	—
Portfolio summary
Shareholders' funds (£'000)	164,834	215,528

4. Operational and financial review

A description of changes in the performance of BVT, both capital and revenue, and changes to BVT's portfolio of investments is set out in the sections headed "Performance Summary", "Chairman's Statement", "Manager's Review" and "Full Investment Portfolio" in the published annual and interim financial report for the periods stated as follows and are incorporated by reference into this document:

Nature of information	Annual financial report for the year ended 30 September 2020 Page No.	Unaudited interim report for the six months ended 31 March 2021 Page No.
Performance Summary	3	3–4
Chairman's Statement	4 – 7	5 – 7
Manager's Review	8 – 11	—
Full Investment Portfolio	79 – 80	19 – 20

5. Significant change

As at the date of this document, there has been no significant change in the financial position of the Company since 31 March 2021 (being the date on which unaudited financial information was last published).

PR (Ann 3) 11.4

PR (Ann 3) 11.6.1, 12.1 PR Ann 4) 8.1

6. Capitalisation and indebtedness

The following table shows the capitalisation and indebtedness of BVT (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as at 30 September 2021.

	As at 30 September 2021 £'000
Total current debt	—
Guaranteed	—
Secured	—
Unguaranteed/unsecured	—
Total non-current debt	—
Guaranteed	—
Secured	—
Unguaranteed/unsecured	—
Shareholders' equity	—
Share capital	29,501
Share premium account	76,711
Capital reserve	45,436
Revaluation reserve	68,894
Revenue reserve	2,321
Total debt and Shareholders' equity	222,863

The information in the table above is unaudited financial information of BVT as at 30 September 2021, extracted from internal accounting records and has not been reported on by an accountant. There has been no material change to the capitalisation of BVT since 31 March 2021 (being the last date in respect of which financial information for BVT has been published).

The following table shows BVT's net indebtedness as at 30 September 2021.

		£'000
A.	Cash	17,453
B.	Cash equivalent	25,180
C.	Trading securities	131,624
D.	Liquidity (A+B+C)	174,257
E.	Current financial receivable	72
F.	Current bank debt	—
G.	Current portion of non-current debt	—
H.	Other current financial debt	—
I.	Current financial debt (F + G + H)	–
J.	Net current financial indebtedness (I — E — D)	174,185
K.	Non-current bank loans	—
L.	Bonds issued	—
M.	Other non-current loans	—
N.	Non-current financial indebtedness (K + L + M)	–
O.	Net financial indebtedness (J + N)	174,185

The information in the table above is unaudited financial information of BVT and has been extracted from internal accounting records as at 30 September 2021 and has not been reported on by an accountant.

7. Working capital

BVT is of the opinion that the working capital available to BVT is sufficient for its present requirements (that is, for at least the next 12 months from the date of this document).

PR (Ann 12) 3.3

PR (Ann 12) 3.4 CESR 33

8. Net Asset Value

The unaudited NAV per BVT Share as at 30 September 2021 (being the latest date in respect of which BVT has published its NAV per BVT Share) was 82.40 pence.

PR (Ann 4) 8.3

PR (Ann 3) 5.2.1

PR (Ann 4) 8.2

9. Recent investments

The following material investments have been made by the Company since 31 March 2021 (being the date on which unaudited financial information was last published).

Investee Company	Sector	Description	Investment by BVT
Airfinity	Healthcare & Education	Provides real time life science intelligence as a subscription service	£2,399,000
Scurri Web Services	Technology, Media & Telecommunications	Cloud-based delivery management platform	£2,033,000
Patchworks	Technology, Media & Telecommunications	Leading integration platform for fast-growing retail and ecommerce businesses	£1,583,000
DeepVerge	Healthcare & Education	Environmental and life sciences group	£1,410,000
Crossword Cybersecurity	Technology, Media & Telecommunications	Commercialisation of university research-based cyber security software and consulting	£1,184,000
Crimson Tide	Technology, Media & Telecommunications	Mobile business solutions	£592,000

Since 31 March 2021, BVT has also made follow-on investments into 3 companies, totalling £0.6 million. All of the follow-on investments were made to support the growth of the relevant companies.

10. Analysis of BVT's investment portfolio

As at 30 September 2021, BVT was directly invested in 34 unquoted investments and 50 AIM-traded investments. As at 30 September 2021 (being the date of the latest valuations of the quoted investments in BVT's portfolio) the aggregate valuation of BVT's portfolio was £183.6 million. In addition, BVT had cash and liquidity fund investments of approximately £39.2 million.

An unaudited summary of BVT's unquoted and quoted portfolio (representing at least 82 per cent. of its net assets as at the date of this document (the values are all as at 30 September 2021, being the latest dates for which valuations have been produced)) is set out below:

	Cost	Market Value	Market Value as
	£'000	£'000	% of NAV
Unquoted	37,134	52,011	23
Quoted	40,454	77,404	35
Investments held through Collective Investment Vehicles	20,400	54,220	24

The following tables show the distribution of BVT's portfolio by sector, asset class and the time investments have been held as at the date of this document (the values are all as at 30 September 2021, the latest dates for which valuations have been produced).

By sector	% by value
Business Services	23
Consumer Markets	9
Healthcare and Education	18
Technology, Media and Telecommunications	50
By asset class	% by value
Unquoted – loan stock	4
Unquoted – equity	19
AIM listed and Collective Investment Vehicles	59
Net current assets (principally cash)	18
By time investments held	% by value
Less than 1 year	11
Between 1 and 3 years	18
Between 3 and 5 years	14
Greater than 5 years	57

The table below shows BVT's portfolio as at the date of this document (the values are all as at 30 September 2021, the latest date for which valuations have been produced).

Company	Sector	Location	Book cost £'000	Valuation £'000
Unquoted investments
Carousel Logistics	Business Services	Sittingbourne	1,910	8,753
IWP	Business Services	London	1,407	5,036
eConsult	Healthcare & Education	Surrey	2,400	3,223
Happy Days Consultancy Ltd	Healthcare & Education	Cornwall	3,420	2,872
Custom Materials Limited	Technology, Media & Telecommunications	London	1,994	2,692
Clarilis Ltd	Technology, Media &	Birmingham	1,680	2,514
	Telecommunications
Yappy Ltd	Consumer markets	Manchester	846	2,361
Scurri	Technology, Media &	London	2,033	2,068
Rezatec Ltd	Telecommunications Technology, Media & Telecommunications	Oxfordshire	1,380	1,637
SecureCloud+ Limited	Technology, Media & Telecommunications	Berkshire	700	1,610
Patchworks	Technology, Media & Telecommunications	Nottingham	1,583	1,583
Airfinity	Healthcare & Education	London	1,439	1,439
SilkFred	Consumer markets	London	790	1,396
Metrion	Healthcare & Education	Cambridge	1,057	1,391
Tribe Limited	Technology, Media & Telecommunications	London	946	1,386
Glisser Ltd	Business Services	London	1,292	1,374
Armstrong Craven Ltd	Business Services	Manchester	544	1,349
Cisiv Limited	Technology, Media &	London	700	1,173
	Telecommunications
Vinoteca Limited	Consumer markets	London	934	952
Counting Up	Business Services	London	940	936
Pointr Limited	Technology, Media & Telecommunications	London	466	868
Equipsme (Holdings) Limited	Business Services	London	842	842
Your Welcome Limited	Technology, Media & Telecommunications	London	914	773

Company	Sector	Location	Book cost £'000	Valuation £'000
RevLifter	Technology, Media &	London	720	748
TravelLocal Ltd	Telecommunications Consumer markets	Richmond	1,175	470
Munnypot Limited	Technology, Media &	West Sussex	460	460
Panthera Biopartners	Telecommunications Healthcare & Education	Leeds	240	404
SHE Software Group Ltd	Technology, Media & Telecommunications	London	375	375
Funding Xchange Ltd	Business Services	London	705	352
Rainbird Technologies Ltd	Technology, Media & Telecommunications	Norwich	700	350
Rockfish Group Limited	Consumer markets	Dartmouth	700	350
Key Travel Holdings Limited	Business Services	London	209	273
Samuel Knight International Ltd Business Services		Newcastle	705	—
CMME Group Ltd	Consumer markets	Hampshire	930	—
Total unquoted investments			37,134	52,011
Quoted investments
Cerillion plc	Technology, Media & Telecommunications	London	1,338	13,559
Netcall plc	Technology, Media & Telecommunications	Hertfordshire	1,738	8,616
Ideagen plc	Technology, Media & Telecommunications	Nottinghamshire	565	6,891
IDOX plc	Technology, Media & Telecommunications	London	614	4,502
Bioventix plc	Healthcare & Education	Surrey	253	3,758
Inspired Energy plc	Business Services	Lancashire	575	3,248
Anpario plc	Healthcare & Education	Nottinghamshire	304	2,551
Access Intelligence plc	Business Services	London	586	2,157
PCI Pal plc	Technology, Media & Telecommunications	London	1,100	2,092
Diaceutics plc	Healthcare & Education	Belfast	1,410	2,022
The Panoply Holdings plc	Technology, Media & Telecommunications	London	585	1,976
Ixico plc	Healthcare & Education	London	675	1,880
Property Franchise Group plc (The)	Consumer markets	Bournemouth	686	1,866
Cloudcall Group plc	Technology, Media & Telecommunications	Leicestershire	2,628	1,659
Belvoir Lettings plc	Consumer markets	Lincolnshire	752	1,521
Begbies Traynor Group plc	Business Services	Manchester	434	1,488
Everyman Media Group plc	Consumer markets	London	783	1,302
Beeks Financial Cloud Group plc	Technology, Media & Telecommunications	Renfrewshire	338	1,296
Crossword Cybersecurity	Technology, Media & Telecommunications	London	1,184	1,263
Open Orphan plc	Healthcare & Education	London	1,182	1,236
Vianet Group plc	Business Services	Glasgow	1,293	1,170
Seeen plc	Technology, Media & Telecommunications	London	1,410	1,159
Driver Group plc	Business Services	Rossendale	1,127	1,092
DeepVerge	Healthcare & Education	York	1,410	1,081
Eden Research	Business Services	Gloucestershire	1,125	1,002
Rosslyn Data Technologies plc	Technology, Media & Telecommunications	London	1,151	935

Book cost Valuation Company Sector Location £'000 One Media iP Group plc Technology, Media & Buckinghamshire 825 Telecommunications Sysgroup plc Technology, Media & Liverpool 1,293 Telecommunications	£'000 733 725 535 533




Merit Group plc Technology, Media & London 2,022
Telecommunications
Crimson Tide Technology, Media & Tunbridge Wells 592
Telecommunications
Staffline Recruitment Group plc Business Services Nottinghamshire 174	456
Science in Sport plc Consumer markets London 287	370
Gresham House plc Business Services London 112	353
Scholium Group Plc Consumer markets London 900	270
PoolBeg Pharma Healthcare & Education London 42	198
Tasty plc Consumer markets London 1,189	188
Gama Aviation Business Services Oxford 776	162
Totally plc Healthcare & Education London 71	142
KRM22 plc Technology, Media & London 450	126
Telecommunications
LoopUp Group Technology, Media & London 504	123
Telecommunications
Zoo Digital Group plc Technology, Media & Sheffield 788	117
Telecommunications
Fulcrum Utility Services Ltd Business Services Nottingham 31	95
Rua Life Sciences plc Healthcare & Education London 509	41
Cloudcoco Group Plc Technology, Media & Cheshire 437	40
Telecommunications
I-Nexus Global plc Technology, Media & West Midlands 563	39
Telecommunications
Hawkwing plc Business Services London 1,467	24
InterQuest Group plc Business Services London 619	—
Mi-Pay Group plc Business Services Surrey 800	—
MXC Capital Ltd Business Services Guernsey 220	—
Total quoted investments 40,454 77,404
LF Gresham House UK Micro Cap Fund 7,050 39,510
LF Gresham House UK Smaller Companies Fund 8,113	8,151
LF Gresham House UK Multi Cap Income Fund 5,237	6,559
Total 97,988 183,635

Baronsmead Second Venture Trust

1. Introduction

BSVT has prepared an annual report and statutory accounts for the year ended 30 September 2020 and a half yearly financial report for the six-month period ended 31 March 2021. BSVT's auditors from 16 March 2006 until 28 May 2021, KPMG LLP of Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EG, have reported on the annual statutory accounts without qualification and without including statements under sections 495 to 497 of the Companies Act. BDO LLP of 55 Baker Street, London, W1U 7EU were appointed as BSVT's auditors on 28 May 2021.

The annual report and statutory accounts was prepared under UK Accounting Standards, including FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland. The annual report referred to above was also prepared in accordance with the fair value rules of the Companies Act and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of BSVT's financial condition, changes in financial condition and results of operations for the financial year ended 30 September 2020 which are being incorporated into this document by reference and can be accessed at the following website: www.baronsmeadvcts.co.uk.

2. Historical financial information

Historical financial information relating to BSVT on the matters referred to below is included in the published annual report and audited accounts of BSVT for the financial year ended 30 September 2020 and in the unaudited half yearly report for the six months ended 31 March 2021 as set out in the table below and is incorporated by reference into this document. The non-incorporated parts of these annual and interim reports of BSVT are either not relevant to investors or covered elsewhere in this document.

PR (Ann 3) 11.1, 11.2.1, 11.2.2, 11.2.3 PR (Ann 4) 8.1

PR (Ann 3) 2.1, 11.2

Nature of information	Annual financial report for the year ended 30 September 2020 Page No.	Unaudited interim report for the year ended 31 March 2021 Page No.
Financial highlights	2	2
Independent auditor's report	53 – 58	—
Income statement	59	10
Statement of changes in equity	60	11
Balance sheet	61	12
Statement of cash flows	62	13
Notes to the financial statements	63 – 75	14 – 17

3. Selected financial information

The information in this paragraph 3 has been extracted directly from the financial information referred to in the above paragraph 2 of this Part 5. Selected historical financial information relating to BSVT which summarises the financial condition of BSVT for the financial year ended 30 September 2020 and the six month period ended 31 March 2021 is set out in the following table:

Nature of information	Annual financial report for the year ended 30 September 2020	Unaudited interim report for the year ended 31 March 2021
Net asset value
Number of Ordinary Shares in issue	247,251,570	285,692,452
Net assets (£'000)	182,317	237,328
Net asset value per Ordinary Share (p)	73.74	83.07
Ordinary Share price (p)	69.50	77.00
Income
Total income before operating expenses (£'000)	4,008	566
Net profit/(loss) (£'000)	1,981	(472)
Performance fee (accrued/paid) (£'000)	—	—
Investment Manager fee charged to
revenue (accrued/paid) (£'000)	(1,078)	(661)
Any other material fees (accrued/paid) to service providers (£'000)	(674)	(377)
Revenue return per Ordinary Share (p)	0.82	(0.18)
Dividend per Ordinary Share (p)	6.50	—
Ongoing charges
As a percentage of average total Shareholders' funds (%)	2.7	—
Portfolio summary
Shareholders' funds (£'000)	182,317	237,328

4. Operational and financial review

A description of changes in the performance of BSVT, both capital and revenue, and changes to BSVT's portfolio of investments is set out in the sections headed "Performance Summary", "Chairman's Statement", "Manager's Review" and "Full Investment Portfolio" in the published annual and interim financial reports of BSVT for the periods stated as follows and are incorporated by reference into this document:

Nature of information	Annual financial report for the year ended 30 September 2020 Page No.	Unaudited interim report for the year ended 31 March 2021 Page No.
Performance Summary	3	3–4
Chairman's Statement	4–7	5–7
Manager's Review	8 – 11	—
Full Investment Portfolio	79 – 80	19 – 20

5. Significant change

Since 31 March 2021 (being the end of the last financial period of BSVT for which financial information has been published) there has been no significant change in the financial position of BSVT.

PR (Ann 3) 11.4

PR (Ann 3) 11.1, 11.6.1. 12.1 PR (Ann 4) 8.1

6. Capitalisation and indebtedness

The following table shows the capitalisation and indebtedness of BSVT (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as at 30 September 2021.

PR (Ann 12) 3.4 CESR 33

	As at 30 September 2021 £'000
Total current debt	—
Guaranteed	—
Secured	—
Unguaranteed/unsecured	—
Total non-current debt	—
Guaranteed	—
Secured	—
Unguaranteed/unsecured	—
Shareholders' equity	—
Share capital	31,206
Share premium account	74,231
Capital reserve	62,849
Revaluation reserve	77,660
Revenue reserve	2,428
Total debt and Shareholders' equity	248,374

The information in the table above is unaudited financial information of BSVT as at 30 September 2021, extracted from internal accounting records and has not been reported on by an accountant. There has been no material change to the capitalisation of BSVT since 31 March 2021 (being the last date in respect of which financial information BSVT has been published).

The following table shows BSVT's net indebtedness as at 30 September 2021.

		£'000
A.	Cash	12,312
B.	Cash equivalent	26,390
C.	Trading securities	151,739
D.	Liquidity (A+B+C)	190,441
E.	Current financial receivable	89
F.	Current bank debt	—
G.	Current portion of non-current debt	—
H.	Other current financial debt	—
I.	Current financial debt (F + G + H)	–
J.	Net current financial indebtedness (I — E — D)	190,352
K.	Non-current bank loans	—
L.	Bonds issued	—
M.	Other non-current loans	—
N.	Non-current financial indebtedness (K + L + M)	–
O.	Net financial indebtedness (J + N)	190,352

The information in the table above is unaudited financial information of BSVT and has been extracted from internal accounting records as at 30 September 2021 and has not been reported on by an accountant.

7. Working capital

BSVT is of the opinion that the working capital available to BSVT is sufficient for its present requirements (that is, for at least the next 12 months from the date of this document).

8. Net Asset Value

The unaudited NAV per BSVT Share as at 30 September 2021 (being the latest date in respect of which BSVT has published its NAV per BSVT Share) was 87.77 pence.

9. Recent investments

The following material investments have been made by BSVT since 31 March 2021 (being the date on which unaudited financial information was last published).

PR (Ann 3) 5.2.1

PR (Ann 4) 8.2

PR (Ann 4) 8.3

PR (Ann 12) 3.3

Investee Company	Sector	Description	Investment by BSVT
Airfinity	Healthcare & Education	Provides real time life science intelligence as a subscription service	£2,599,000
Scurri	Technology, Media & Telecommunications	Cloud-based delivery management platform	£2,292,000
Patchworks	Technology, Media & Telecommunications	Leading integration platform for fast-growing retail and ecommerce businesses	£1,716,000
DeepVerge	Healthcare & Education sciences group	Environmental and life	£1,590,000
Crossword Cybersecurity	Technology, Media & Telecommunications	Commercialisation of university research-based cyber security software and consulting	£1,282,000
Crimson Tide	Technology, Media & Telecommunications	Mobile business solutions	£668,000

Since 31 March 2021, BSVT has also made follow-on investments into 3 companies, totalling £0.7 million. All of the follow-on investments were made to support the growth of the relevant companies.

10. Analysis of BSVT's investment portfolio

As at 30 September 2021, BSVT has directly invested in 34 unquoted investments and 48 AIM-traded investments. As at 30 September 2021 (being the date of the latest valuations of the quoted investments in BSVT's portfolio) the aggregate valuation of BSVT's portfolio was £211.7 million. In addition BSVT had cash and liquidity fund investments of approximately £36.7 million.

An unaudited summary of BSVT's unquoted and quoted portfolio (representing at least 85 per cent. of its net assets as at the date of this document (the values are all as at 30 September 2021) is set out below:

	Cost £'000	Market Value £'000	Market Value as % of NAV
Unquoted	42,551	59,971	24
Quoted	51,453	102,427	41
Collective Investment Vehicles	17,689	49,311	20

The following tables show the distribution of BSVT's portfolio by sector, asset class and time investments held as at the date of this document (the values are all as at 30 September 2021, the latest date for which valuations have been produced):

By sector	% by value
Business Services Consumer Markets Healthcare and Education	23 8 18
Technology, Media and Telecommunications	51
By asset class	% by value
Unquoted – loan stock Unquoted – equity AIM listed and Collective Investment Vehicles Net current assets (principally cash)	5 19 61 15
By time investments held	% by value
Less than 1 year Between 1 and 3 years Between 3 and 5 years Greater than 5 years	10 16 13 61

The table below shows BSVT's portfolio as at the date of this document (the values are as at 30 September 2021, the latest date for which valuations have been produced):

Company	Sector	Location	Book cost £'000	Valuation £'000
Unquoted investments
Carousel Logistics	Business Services	Sittingbourne	2,335	10,699
IWP	Business Services	London	1,587	5,679
Happy Days Consultancy Ltd	Healthcare & Education	Cornwall	4,180	3,510
eConsult	Healthcare & Education	Surrey	2,599	3,491
Custom Materials Limited	Technology, Media &	London	2,437	3,290
	Telecommunications
Clarilis Ltd	Technology, Media &	Birmingham	1,819	2,723
	Telecommunications
Yappy Ltd	Consumer markets	Manchester	954	2,663
Scurri	Technology, Media &	London	2,292	2,332
	Telecommunications
Rezatec Ltd	Technology, Media &	Oxfordshire	1,620	1,921
	Telecommunications
SecureCloud+ Limited	Technology, Media &	Berkshire	789	1,817
	Telecommunications
Patchworks	Technology, Media &	Nottingham	1,716	1,716
	Telecommunications
SilkFred	Consumer markets	London	966	1,707
Armstrong Craven Ltd	Business Services	Manchester	664	1,649
Metrion	Healthcare & Education	Cambridge	1,192	1,568
Tribe Limited	Technology, Media &	London	1,067	1,563
	Telecommunications
Airfinity	Healthcare & Education	London	1,559	1,559
Glisser Ltd	Business Services	London	1,457	1,549
Cisiv Limited	Technology, Media &	London	789	1,322
	Telecommunications
Vinoteca Limited	Consumer markets	London	1,054	1,074
Counting Up	Business Services	London	1,059	1,055
Pointr Limited	Technology, Media &	London	526	979
	Telecommunications
Equipsme (Holdings) Limited	Business Services	London	949	949

Company	Sector	Location	Book cost £'000	Valuation £'000
Your Welcome Limited	Technology, Media &	London	1,031	872
RevLifter	Telecommunications Technology, Media &	London	779	811
Munnypot Limited	Telecommunications Technology, Media & Telecommunications	West Sussex	562	562
TravelLocal Ltd	Consumer markets	Richmond	1,325	530
Panthera Biopartners	Healthcare & Education	Leeds	260	438
SHE Software Group Ltd	Technology, Media & Telecommunications	London	423	423
Funding Xchange Ltd	Business Services	London	795	397
Rainbird Technologies Ltd	Technology, Media & Telecommunications	Norwich	789	395
Rockfish Group Limited	Consumer markets	Dartmouth	789	395
Key Travel Holdings Limited	Business Services	London	255	334
CMME Group Ltd	Consumer markets	Hampshire	1,137	—
Samuel Knight International Ltd Business Services		Newcastle	795	—
Total unquoted investments			42,551	59,971
Quoted investments
Cerillion plc	Technology, Media & Telecommunications	London	1,636	16,572
Netcall plc	Technology, Media & Telecommunications	Hertfordshire	2,616	12,869
Ideagen plc	Technology, Media & Telecommunications	Nottinghamshire	691	8,422
IDOX plc	Technology, Media & Telecommunications	London	1,027	7,753
Anpario plc	Healthcare & Education	Nottinghamshire	662	5,561
Inspired Energy plc	Business Services	Lancashire	862	4,872
Bioventix plc	Healthcare & Education	Surrey	309	4,594
Access Intelligence plc	Business Services	London	716	2,637
PCI Pal plc	Technology, Media & Telecommunications	London	1,345	2,557
Ixico plc	Healthcare & Education	London	825	2,298
Property Franchise Group plc (The)	Consumer markets	Bournemouth	839	2,281
Diaceutics plc	Healthcare & Education	Belfast	1,590	2,280
The Panoply Holdings plc	Technology, Media & Telecommunications	London	660	2,229
Cloudcall Group plc	Technology, Media & Telecommunications	Leicestershire	3,212	2,028
Vianet Group plc	Business Services	Glasgow	2,093	1,874
Belvoir Lettings plc	Consumer markets	Lincolnshire	919	1,860
Begbies Traynor Group plc	Business Services	Manchester	545	1,625
Everyman Media Group plc	Consumer markets	London	957	1,591
Beeks Financial Cloud	Technology, Media &	Renfrewshire	413	1,584
Group plc	Telecommunications
Open Orphan plc Driver Group plc	Healthcare & Education Business Services	London Rossendale	1,445 1,529	1,511 1,466
Crossword Cybersecurity	Technology, Media &	London	1,282	1,368
Seeen plc	Telecommunications Technology, Media & Telecommunications	London	1,590	1,307
Eden Research	Business Services	Gloucestershire	1,375	1,225
DeepVerge	Healthcare & Education	York	1,590	1,219

Company	Sector	Location	Book cost £'000	Valuation £'000
Rosslyn Data Technologies plc	Technology, Media &	London	1,407	1,143
Fusion Antibodies plc	Telecommunications Healthcare & Education	Belfast	660	991
One Media iP Group plc	Technology, Media &	Buckinghamshire	1,008	895
	Telecommunications
Sysgroup plc	Technology, Media &	Liverpool	1,580	886
Merit Group plc	Telecommunications Technology, Media &	London	3,267	808
	Telecommunications
Fulcrum Utility Services Ltd	Business Services	Nottingham	342	773
Crimson Tide	Technology, Media &	Tunbridge Wells	668	601
	Telecommunications
Science in Sport plc	Consumer markets	London	351	452
Gresham House plc	Business Services	London	137	431
Tasty plc	Consumer markets	London	2,034	350
Scholium Group Plc	Consumer markets	London	1,100	330
PoolBeg Pharma	Healthcare & Education	London	51	241
Gama Aviation	Business Services	Oxford	1,004	211
Totally plc	Healthcare & Education	London	87	173
KRM22 plc	Technology, Media &	London	550	154
	Telecommunications
LoopUp Group	Technology, Media &	London	616	151
	Telecommunications
Zoo Digital Group plc	Technology, Media & Telecommunications	Sheffield	817	121
Cloudcoco Group Plc	Technology, Media &	Cheshire	535	49
	Telecommunications
I-Nexus Global plc	Technology, Media &	West Midlands	687	48
	Telecommunications
Hawkwing plc	Business Services	London	2,137	34
InterQuest Group plc	Business Services	London	619	—
Mi-Pay Group plc	Business Services	Surrey	800	—
MXC Capital Ltd	Business Services	Guernsey	269	—
Total quoted investments			51,453	102,427
LF Gresham House UK Micro Cap Fund			6,189	34,507
LF Gresham House UK Multi Cap Income Fund		7,375	9,028
LF Gresham House UK Smaller Companies Fund			4,125	5,776
Total			111,693	211,709

Part 6 — Taxation

Tax Position of Investors

1. Tax reliefs

The following is only a summary of the current law concerning the tax position of individual Qualifying Investors in VCTs. Potential investors are recommended to consult a duly authorised independent financial adviser as to the taxation consequences of an investment in a VCT. The tax rules or their interpretation in relation to an investment in the Companies and/or rates of tax may change during the life of the Companies and can be retrospective. Investors should note that the tax legislation of an investor's country of residence for tax purposes (if not the UK, being the Company's country of incorporation) may have an impact on the income received from the securities.

PR (Ann 12) 4.5

The tax reliefs set out below are those currently available to individuals aged 18 or over who subscribe for New Shares under the Offers and will be dependent on personal circumstances. Whilst there is no specific limit on the amount of an individual's acquisition of shares in a VCT, tax reliefs will only be given to the extent that the total of an individual's subscriptions or other acquisitions of shares in VCTs in any tax year does not exceed £200,000. Qualifying Investors who intend to invest more than £200,000 in VCTs in any one tax year should consult their professional advisers.

1.1. Income tax

1.1.1. Relief from income tax on investment

A Qualifying Investor subscribing for New Shares will be entitled to claim income tax relief on amounts subscribed up to a maximum of £200,000 invested in VCTs in any tax year.

The relief is given at the rate of 30 per cent. on the amount subscribed regardless of whether the Qualifying Investor is a higher rate, additional rate or basic rate tax payer, provided that the relief is limited to the amount which reduces the Qualifying Investor's income tax liability to nil. Investments to be used as security for or financed by loans may not qualify for relief, depending on the circumstances.

1.1.2. Dividend relief

A Qualifying Investor, who acquires shares in VCTs in any tax year having a value of up to a maximum of £200,000, will not be liable to income tax on dividends paid on those shares and there is no withholding tax thereon.

1.1.3. Purchases in the market

A Qualifying Investor who purchases existing shares in the market will be entitled to claim dividend relief (as described in paragraph 1.1.2 above) but not relief from income tax on investment (as described in paragraph 1.1.1 above).

1.1.4. Withdrawal of relief

Relief from income tax on a subscription for VCT shares (including New Shares) will be withdrawn if the VCT shares are disposed of (other than between spouses or on death) within five years of issue or if the VCT loses its approval within this period as detailed below.

Dividend relief ceases to be available once the Qualifying Investor ceases to be beneficially entitled to the dividend or if the VCT loses its approval within this period as detailed below.

1.1.5. Linked sales

If an investor subscribes for shares in a VCT within 6 months before or after selling any shares in that same VCT, or if there is a contractual link between the subscription and the disposal, the tax reliefs in relation to that subscription will apply only to the amount invested less the amount for which the shares are sold.

1.2. Capital gains tax

1.2.1. Relief from capital gains tax on disposal of VCT shares

Provided certain conditions are met a disposal by a Qualifying Investor of newly subscribed VCT shares will give rise to neither a chargeable gain nor an allowable loss for the purposes of UK capital gains tax. The relief is limited to the disposal of VCT shares acquired within the limit of £200,000 for any tax year.

1.2.2. Purchases in the market

An individual purchaser of existing shares in the market will be entitled to claim relief from capital gains tax on disposal (as described in paragraph 1.2.1 above).

1.3. Loss of VCT approval

For a company to be fully approved as a VCT it must meet the various requirements for full approval as set out below.

If a company which has been granted approval as a VCT subsequently fails to comply with the conditions for approval, approval as a VCT may be withdrawn. In these circumstances, relief from income tax on the initial investment is repayable unless loss of approval occurs more than five years after the issue of the relevant VCT shares. In addition, relief ceases to be available on any dividend paid in respect of profits or gains in any accounting period ending when VCT status has been lost and any gains on the VCT shares up to the date from which loss of VCT status is treated as taking effect will be exempt, but gains thereafter will be taxable.

2. Illustration of effect of tax relief for Qualifying Investors

The table below has been prepared for illustrative purposes only and does not form part of the summary of the tax reliefs contained in this section. The table shows how the initial tax reliefs available can reduce the effective cost of an investment of £10,000 in a VCT by a Qualifying Investor subscribing for VCT shares to only £7,000:

	Effective cost	Tax relief
Investors unable to claim any tax reliefs	£10,000	Nil
Qualifying Investor able to claim full 30% income tax relief	£7,000	£3,000

Income tax relief is only available if the shares are held for the minimum holding period of five years. The limit for obtaining income tax relief on investments in VCTs is £200,000 in each tax year.

3. Obtaining tax reliefs

The Companies will provide to each Qualifying Investor a certificate which the Qualifying Investor may use to claim income tax relief, either by obtaining from HMRC an adjustment to his tax coding under the PAYE system or by waiting until the end of the tax year and using his tax return to claim relief.

Tax position of the Companies

The Companies have to satisfy a number of tests to qualify as VCTs. A summary of these tests is set out below.

1. Qualification as a VCT

To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:

(a) not be a close company;
(b) have each class of its ordinary share capital listed on a regulated market in the UK, EU or European Economic Area;
(c) derive its income wholly or mainly from shares or securities;
(d) have at least 80 per cent. by VCT Value of its investments in shares or securities in Qualifying Investments;
(e) for funds raised after 5 April 2011, or investments made after 5 April 2018 from funds raised by the VCT before 6 April 2011, have at least 70 per cent. by value of Qualifying Investments in Eligible Shares;
(f) have at least 10 per cent. by VCT Value of each Qualifying Investment in any single company or group in Eligible Shares;
(g) invest at least 30 per cent. of any funds raised in accounting periods beginning after 5 April 2018 in Qualifying Investments by the first anniversary of the end of the accounting period in which the funds are raised;
(h) not have more than 15 per cent. by VCT Value of its investments in a single company or group (other than a VCT or a company which would, if its shares were listed, qualify as a VCT);
(i) not retain more than 15 per cent. of its income derived from shares and securities in any accounting period;
(j) not return capital to shareholders before the third anniversary of the end of the accounting period during which the subscription for shares occurs;
(k) not make an investment in any company which causes that company to receive more than £5 million (£10 million if the company is deemed to be a Knowledge Intensive Company) of Risk Finance State Aid investment (including from VCTs) in the 12 month period ending on the date of this investment;
(l) not make an investment in any company which causes that company to receive more than £12 million (£20 million in the case of a Knowledge Intensive Company) of Risk Finance State Aid investment (including from VCTs) over the company's lifetime;
(m) not make an investment in a company whose first commercial sale was more than 7 years prior to the VCT investment (10 years in the case of a Knowledge Intensive Company), unless the company had obtained Risk Finance State Aid investment before that point in time and is still carrying on exactly the same qualifying business activity;
(n) not invest in a company which uses any of the VCT's investment to acquire another existing business or trade, or shares in another company; and
(o) the VCT must not make a non-Qualifying Investment other than those specified in section 274 of the Tax Act.

2. Qualifying Investments

A Qualifying Investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Chapter 4 of Part 6 of the Tax Act.

The conditions are detailed, but include the following:

(a) the investee company must be a Qualifying Company, have gross assets not exceeding £15 million immediately before and £16 million immediately after the investment;
(b) investee companies receiving VCT investments have to have fewer than 250 full-time (or fulltime equivalent) employees at the time of making the investment (500 in the case of a Knowledge Intensive Company);
(c) apply the money raised for the purposes of a qualifying trade within a certain time period;
(d) the investee company cannot be controlled by another company and at the time of investment does not obtain more than £5 million of Risk Finance State Aid investment (£10 million in the case of a Knowledge Intensive Company) in the 12 month period ending on the date of the investment by the VCT;
(e) at the time of investment the investee company has not obtained more than £12 million (£20 million in the case of a Knowledge Intensive Company) of Risk Finance State Aid investment in its lifetime;
(f) the first commercial sale of the company was not more than seven years (ten years in the case of a Knowledge Intensive Company) prior to the first VCT or EIS investment unless the company had obtained Risk Finance State Aid investment before that point in time and still carrying on exactly the same qualifying business activity;
(g) the money raised from the VCT investments must be for the company's organic growth and development or, where the company is a parent, the group's; and
(h) for investments made after 15 March 2018 the investment must comply with the Risk to Capital condition which is a principles based rule. There are two parts to the condition which must be met as follows:
- the company in which the investment is made must have objectives to grow and develop over the long term; and
- the investment must carry a significant risk that the investor will lose more capital than they gain as a return (including any tax relief).

The investee company's status as a qualifying investment may also be affected where it uses any of the investment from a VCT to acquire another company or trade in the five years after the VCT's investment.

3. Qualifying Companies

A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on AIM) and must carry on a qualifying trade. For this purpose certain activities are excluded (such as dealing in land or shares or providing financial services). The qualifying trade must either be carried on by, or be intended to be carried on by, the Qualifying Company or by a qualifying 90 per cent. subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter).

A Qualifying Company must have a permanent establishment in the UK, but a Qualifying Company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter.

A Qualifying Company cannot be controlled by another company and may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be more than 50 per cent. owned.

From 6 April 2012 there is a 'disqualifying purpose' test under which an investment will not be a Qualifying Investment if the investee company has been set up for the purpose of accessing tax reliefs or is in substance a financing business, although the Board currently anticipates that these measures are unlikely to affect the Companies.

4. Approval as a VCT

A VCT must be approved at all times by HMRC. Approval has effect from the time specified in the approval letter issued by HMRC.

A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before such further funds become subject to the tests.

The Companies have each received approval as a VCT from HMRC.

5. Withdrawal of approval

Approval of a VCT may be withdrawn by HMRC if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost.

The Finance Act 2014 restricts the ability of a VCT to return capital to its investors. If a VCT makes a payment to its shareholders in relation to shares issued on or after 6 April 2014, which amounts to a repayment of share capital (including the payment of a dividend or a distribution), other than for the purpose of redeeming or repurchasing such shares, before the end of the third accounting period following the accounting period in which the shares were issued, the VCT status will be withdrawn.

Withdrawal of approval generally has effect from the time when notice is given to the VCT but, in relation to capital gains of the VCT only, can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.

6. State aid

As a result of the tax status of VCTs, investments by VCTs in underlying portfolio companies are regarded as State aid. Where the European Commission believes that State aid has been provided which is unlawful, in particular if it is not in accordance with the Risk Finance Guidelines, they may require that the UK government recovers that State aid and such recovery may be from the investee company, the VCT or the VCT's investors.

The Companies have updated their investment policy to ensure it is consistent with current legislation and HMRC guidance, which has received EU State aid approval. The Board and the Investment Manager will continue to monitor the situation in relation to investments made in the relevant period and will update Shareholders if required.

It is not clear if State aid rules will apply to the UK going forward. The Subsidy Control Bill laid before Parliament on 30 June 2021 is proposed to replace the EU state aid rules. The Bill remains subject to Parliamentary approval.

Part 7 — General Information

1. Incorporation and general

1.1. BVT was incorporated and registered in England and Wales on 29 January 1998 as a public company limited by shares with registered number 03504214. BVT operates under the Companies Act (and the regulations from time to time made thereunder). Its registered office and principal place of business is at 5 New Street Square, London EC4A 3TW (telephone number 020 3837 6270). Save for its compliance with the Companies Act (and the regulations from time to time made thereunder), the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules, BVT is not an authorised or regulated entity. The objects of BVT are unrestricted.
1.2. BSVT was incorporated and registered in England and Wales on 22 November 2000 as a public company limited by shares with registered number 04115341. BSVT operates under the Companies Act (and the regulations from time to time made thereunder). Its registered office and principal place of business is at 5 New Street Square, London EC4A 3TW (telephone number 020 3837 6270). Save for its compliance with the Companies Act (and the regulations from time to time made thereunder), the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules, BSVT is not an authorised or regulated entity. The objects of BSVT are unrestricted.

PR (Ann 4) 1.4 PR (Ann 3) 4.2

1.3. The Companies have each been granted approval as a VCT under section 274 of the Tax Act and the respective Directors have managed and intend to manage the affairs of BVT and BSVT respectively in such a manner so as to comply with section 274 of the Tax Act.
1.4. The Companies are both registered as a small UK registered Alternative Investment Fund under the Alternative Investment Fund Managers Directive.
1.5. Applications will be made to the FCA for all of the New Shares to be admitted to the Official List with a Premium Listing and to the London Stock Exchange for such Shares to be admitted to trading on the Main Market. It is expected that Admission will become effective and dealings in the New Shares issued pursuant to the Offers will commence no later than five Business Days following the allotment of the relevant New Shares.
1.6. The Investment Manager was incorporated and registered in England and Wales on 18 February 2015 as a private limited company with registered number 09447087. The Investment Manager operates under the Companies Act and the regulations from time to time made thereunder. Its registered office and principal place of business is at 5 New Street Square, London EC4A 3TW (telephone number 020 3837 6270). The Investment Manager is authorised and regulated by the FCA.
1.7. JPMorgan Chase Bank was registered in England and Wales on 1 January 1993 as an overseas company with registered number FC004891. Its registered office is at 1111 Polaris Parkway, Columbus, Ohio 43240, United States and its principal place of business in the UK is 25 Bank Street, Canary Wharf, London E14 5JP (telephone number 020 7777 2000). JPMorgan Chase Bank is authorised by the PRA and regulated by the FCA and PRA with firm reference number 124491.
1.8. Apex was incorporated and registered in Guernsey on 9 January 1998 with registered number 33475. Its registered office is at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL (telephone number is 01481 713843).

2. Share capital and indebtedness

2.1. The issued share capital of each of the Companies (all of which is, and will be, fully paid in respect of both Companies) (excluding Shares held in treasury) as at the date of this document and immediately following completion of the Offers (assuming (i) the maximum number of New Shares available under the Offers (in relation to BVT and BSVT respectively) are issued at the Illustrative Offer Prices; and (ii) the over-allotment facilities are not used) is and will be:

	Number of Ordinary Shares	Nominal value of each Share
As at the date of this document
BVT Shares	270,458,280	10 pence
BSVT Shares	282,974,085	10 pence
Immediately following the Offers*
BVT Shares	299,426,993	10 pence
BSVT Shares	310,147,998	10 pence

* Note: The above table assumes that 28,968,713 New BVT Shares are issued pursuant to the BVT Offer and 27,173,913 New BSVT Shares are issued pursuant to the BSVT Offer.

As at the date of this document, BVT held 24,548,754 BVT Shares in treasury and BSVT held 29,085,727 BSVT Shares in treasury.

2.2. The following changes have occurred in the share capital of BVT between 1 October 2019 and 31 March 2021 (being the period covered by the historical financial information incorporated by reference into this document).
- 2.2.1. During the financial year from 1 October 2019 to 30 September 2020, BVT bought back 3,090,873 Ordinary Shares into treasury, issued 32,152,130 new Ordinary Shares and sold 670,000 Ordinary Shares from treasury.
- 2.2.2. During the six months from 1 October 2020 to 31 March 2021, BVT bought back 1,502,934 Ordinary Shares, issued 42,321,229 new Ordinary Shares and sold 420,000 Ordinary Shares from treasury.
2.3. As at 1 October 2019, BVT had in issue 220,533,675 Ordinary Shares and, as at 31 March 2021, BVT had in issue 295,007,034 Ordinary Shares, of which, 22,751,789 Ordinary Shares were held in treasury.
2.4. The following changes have occurred in the share capital of BSVT between 1 October 2019 and 31 March 2021 (being the period covered by the historical financial information incorporated by reference into this document).
- 2.4.1. During the financial year from 1 October 2019 to 30 September 2020, BSVT bought back 4,421,929 Ordinary Shares into treasury, issued 23,446,326 new Ordinary Shares and sold 600,000 Ordinary Shares from treasury.
- 2.4.2. During the six months from 1 October 2020 to 31 March 2021 BSVT bought back 2,672,276 Ordinary Shares into treasury, issued 40,593,158 new Ordinary Shares and sold 520,000 Ordinary Shares from treasury.
2.5. As at 1 October 2019, BSVT had in issue 248,020,328 Ordinary Shares and, as at 31 March 2021, BSVT had in issue 312,059,812 Ordinary Shares, of which, 26,367,360 were Ordinary Shares held in treasury.
2.6. No share or loan capital of the Companies is under option or has been agreed, conditionally or unconditionally, to be put under option.
2.7. At the annual general meeting of BVT held on 16 February 2021, inter alia;
- 2.7.1. the BVT Directors were, in substitution for all subsisting authorities to the extent unused, generally and unconditionally authorised in accordance with section 551 of the Companies Act to allot shares in BVT up to an aggregate nominal amount of £12,668,632.20 (such authority to expire on the fifth anniversary following the passing of the resolution unless previously revoked, varied, renewed or extended by BVT in general meeting);

PR (Ann 12) 4.3

2.7.2. the BVT Directors were, in substitution for all subsisting authorities to the extent unused, generally and unconditionally empowered pursuant to sections 570 and 573 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) for cash, pursuant (save in relation to a transfer of equity shares out of treasury) to the authority referred to in paragraph 2.7.1 above, as if section 561 of the Companies Act did not apply to any such allotment (such authority to expire on the expiry of fifteen months following the passing of the resolution or, if earlier, the conclusion of BVT's next annual general meeting); and

2.7.3. BVT was authorised, generally and unconditionally, in accordance with section 701 of the Companies Act to make market purchases (within the meeting of section 693(4) of the Companies Act) of no more than 37,980,559 Ordinary Shares in aggregate or, if lower, up to 14.99 per cent. of the issued Ordinary Shares as at the date of passing of the resolution (such authority to expire on the expiry of fifteen months following the passing of the resolution or, if earlier, the conclusion of BVT's next annual general meeting).
2.8. At the annual general meeting of BSVT held on 16 February 2021, inter alia;
- 2.8.1. the BSVT Directors were, in substitution for all subsisting authorities to the extent unused, generally and unconditionally authorised in accordance with section 551 of the Companies Act to allot shares in BSVT up to an aggregate nominal amount of £13,352,667.10 (such authority to expire on the fifth anniversary following the passing of the resolution unless previously revoked, varied, renewed or extended by BSVT in general meeting);
- 2.8.2. the BSVT Directors were, in substitution for all subsisting authorities to the extent unused, generally and unconditionally empowered pursuant to sections 570 and 573 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) for cash, pursuant (save in relation to a transfer of equity shares out of treasury) to the authority referred to in paragraph 2.8.1 above, as if section 561 of the Companies Act did not apply to any such allotment (such authority to expire on the expiry of fifteen months following the passing of the resolution or, if earlier, the conclusion of BSVT's next annual general meeting); and
- 2.8.3. BSVT was authorised, generally and unconditionally, in accordance with section 701 of the Companies Act to make market purchases (within the meeting of section 693(4) of the Companies Act) of no more than 40,031,296 Ordinary Shares in aggregate or, if lower, up to 14.99 per cent. of the issued Ordinary Shares as at the date of passing of the resolution (such authority to expire on the expiry of fifteen months following the passing of the resolution or, if earlier, the conclusion of BSVT's next annual general meeting).
2.9. The disapplication of statutory pre-emption rights in the terms provided under the special resolutions noted at paragraphs 2.7.2 and 2.8.2 of this Part 7 has given the Companies the flexibility to resell Ordinary Shares which they may purchase and hold in treasury for cash without first being required to offer such Ordinary Shares to BVT Shareholders or BSVT Shareholders respectively in proportion to their existing holdings.
2.10. The provisions of section 561 of the Companies Act, which confer on Shareholders certain rights of pre-emption in respect of the allotment of equity securities which are to be paid up in cash, apply except as referred to in paragraphs 2.7.2 and 2.8.2 of this Part 7.
2.11. It is intended that the authorities set out in paragraphs 2.7 and 2.8 will be renewed at the annual general meetings of BVT and BSVT to be held on 16 February 2022.
2.12. Panmure Gordon & Co acts as market maker in respect of the BVT Shares and the BSVT Shares.

3. Summary of the Articles of the Companies

The Articles of BVT were adopted on 14 December 2009 and the Articles of BSVT were adopted on 18 May 2010 by way of special resolution and both contain, inter alia, provisions as summarised below.

For the purposes of paragraph 3 of this Part 7, "Company" shall be read to mean BVT or BSVT respectively.

3.1. Voting rights

Subject to the provisions of the Companies Act or any special terms as to voting on which any shares may have been issued, or may for the time being be held, and to any suspension or

PR (Ann 12) 4.7

PR (Ann 12) 4.3

abrogation of voting rights pursuant to the Articles, on a show of hands every member who is present in person or by proxy at any general meeting of the Company shall have one vote and on a poll every member who is present in person or who (being a corporation) is present by a representative or by proxy shall have one vote for every share of which he is the holder.

3.2. Offer of Shares

Subject to the provisions of the Companies Act and the Articles and to any relevant authority of the Company in general meeting required by the Companies Act, unissued shares shall be at the disposal of the Board and they may allot, grant options over, offer or otherwise deal with or dispose of them or rights to subscribe for or convert any security into shares to such persons at such time and on such terms as the Board may decide, provided that no share may be issued at a discount to its nominal value. The Board may also issue redeemable shares on such terms as provided in the Articles

3.3. Transfer of shares

Subject to such of the restrictions of the Articles and Companies Act as may be applicable, any member may transfer all or any of his shares by an instrument of transfer in the usual form or in any other form that the Board may approve. Such instrument shall be signed for or on behalf of the transferor and (in the case of a partly paid share) the transferee.

The Board may, in its absolute discretion, refuse to register any transfer of a share unless (i) it is in respect of a share which is fully paid up, (ii) it is in respect of only one class of shares, (iii) it is in favour of a single transferee or not more than four joint transferees, (iv) it is duly stamped (if so required) and (v) it is delivered for registration to the registered office of the Company or such other place as the Board may from time to time determine, accompanied by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor and the due execution of the transfer by him or, if the transfer is executed by some other person on his behalf, the authority of that person to do so.

3.4. Variation of rights

Where the Company's share capital is divided into different classes of shares, the rights attached to any shares or class of shares may be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the written consent of the holders of not less than three-quarters in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of that class of shares. The quorum for such a class meeting is two persons holding or representing by proxy at least one third of the nominal amount of the issued shares of that class.

3.5. Alteration of capital

The Company may from time to time in general meeting, by ordinary resolution, consolidate and divide all or any of its share capital into shares of larger nominal amounts than its existing shares, and sub-divide its shares, or any of them into shares of a smaller amount and may by such resolution determine that, as between the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred or deferred or other special rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares.

3.6. Dividends and distributions

The Company may, subject to the provisions of the Companies Act and the Articles, by ordinary resolution from time to time declare dividends to be paid to members not exceeding the amount recommended by the Board. Subject to the provisions of the Companies Act, in so far as, in the Board's opinion, the Company's profits justify such payments, the Board may pay interim dividends on any class of shares including those carrying a fixed dividend. The Board may, if authorised by an ordinary resolution of the Company, offer shareholders in respect of any dividend the right to receive shares instead of cash. The Board may, where the shares in question represent at least 0.25 per cent. in nominal value of the issued shares of their class, withhold dividends payable (with no obligation to pay interest thereon) on those shares after there has been a failure to provide the

PR (Ann 12) 4.7

PR (Ann 12) 4.4

Company with information concerning interests in those shares required to be provided under the Articles or the Companies Act until such failure has been remedied. Any dividend unclaimed after a period of 12 years from the date such dividend is payable shall, if the Board resolves, be forfeited and shall revert to the Company.

3.7. Distribution of realised capital profits

At any time when the Company has given notice in the prescribed form (which has not been revoked) to the Registrar of Companies of its intention to carry on business as an investment company (a "Relevant Period"), distribution of the Company's capital profits (within the meaning of section 833(2)(c) of the Companies Act) shall be prohibited except to the extent that the requirements for investment company status under section 833 of the Companies Act do not require a company to prohibit the distribution of its capital profits in its memorandum or articles of association. The Board shall establish a reserve to be called the capital reserve. During a Relevant Period, all surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, repayment of or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Board to be in the nature of accretion to capital shall be credited to the capital reserve. Subject to the Companies Act, the Board may determine whether any amount received by the Company is to be dealt with as income or capital or partly one way and partly the other. During a Relevant Period, any loss realised on the realisation or repayment of or other dealing with any investments or other capital assets and, subject to the Companies Act, any expense or liability (or provision thereof) which the Board considers to relate to a capital item or which the Board otherwise considers appropriate to be debited to the capital reserve shall be carried to the debit of the capital reserve. During a Relevant Period, all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes to which the sums standing to any revenue reserve are applicable except and provided that, notwithstanding any other provision of the Articles, no part of the capital reserve or any other money in the nature of accretion to capital shall be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of the Companies Act), except to the extent that the requirements for investment company status under section 833 of the Companies Act do not require a company to prohibit the distribution of its capital profits in its memorandum or articles of association, or be applied in paying dividends on any shares in the Company. In periods other than a Relevant Period, any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of the Companies Act) or applied in paying dividends on any shares in the Company.

3.8. Duration and winding up

The Board shall procure that, at the annual general meeting of the Company falling after the fifth anniversary of the then latest allotment of shares and every third annual general meeting thereafter, an ordinary resolution will be proposed to the effect that the Company shall continue in being as a VCT. If, at any such meeting, such resolution is not passed the Board shall, within nine months of such meeting, convene an extraordinary general meeting to propose a special resolution for the re-organisation or re-construction of the Company and (if such resolution is not passed) a special resolution to wind up the Company voluntarily. In the case of the special resolution relating to voluntary winding up only, any member may demand a poll and each holder of shares present in person or by proxy and who votes in favour of the special resolution shall have such number of votes in respect of each share held by him (including fractions of a vote) that the aggregate number of votes cast in favour of the resolution is four times the aggregate number of shares in respect of which votes are cast against the resolution and each holder of shares who votes against the resolution shall have one vote for each share held by him.

If the Company shall be wound up, the liquidator may, with the authority of a special resolution and subject to any sanction, divide among the members in specie the whole or part of the assets of the Company and may determine how such a division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest the whole or any part of the assets in trustees upon such trusts for the benefit of members as the liquidator with the like authority shall think fit and the liquidation of the Company may be closed and the Company dissolved, but no member shall be compelled to accept any assets in respect of which there is a liability

3.9. Directors

3.9.1. Unless otherwise determined by ordinary resolution of the Company, the Directors (disregarding alternate directors) shall not be less than two and not more than ten in number.
3.9.2. The Company may by ordinary resolution appoint a person who is willing to be a Director. The Board may appoint any person who is willing to act as a Director. The Board may appoint one or more of its body to hold any employment or executive office and may revoke or terminate such appointment, without prejudice to any claim for damages for breach of contract between the Director and the Company.
3.9.3. A Director shall not be required to hold any shares in the Company.
3.9.4. The Company may by ordinary resolution remove any Director before the expiration of his period of office.
3.9.5. The business and affairs of the Company shall be managed by the Board, which may exercise all such powers of the Company, subject nevertheless to the provisions of the Companies Act and the Articles and to any directions given by the Company in general meeting by special resolution.
3.9.6. Subject to the provisions of the Articles, at every annual general meeting one third of the Directors who are subject to retirement by rotation or, if their number is not a multiple of three, then the number nearest to but not exceeding one third, shall retire from office. If there are fewer than three Directors who are subject to retirement by rotation, one Director will retire.

3.10. Authorisation of interests of Directors

3.10.1. Subject to the provisions of the Companies Act and of the Articles, a Director, notwithstanding his office:
- (a) may enter into or otherwise be interested in any contract, arrangement, transaction or proposal with the Company or in which the Company is otherwise interested, either in regard to his tenure of any office or place of profit or as vendor, purchaser or otherwise;
- (b) may hold any other office or place of profit under the Company (except that of auditor or of auditor of a subsidiary of the Company) in conjunction with the office of director and may act by himself or through his firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange, either in addition to or in lieu of any remuneration provided for by any other Article;
- (c) may be a Director or other officer, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any company promoted by the Company or in which the Company is otherwise interested or as regards which the Company has any powers of appointment; and
- (d) shall not be liable to account to the Company for any profit, remuneration or other benefit realised by any such office, employment, contract, arrangement, transaction or proposal and no such contract, arrangement, transaction or proposal shall be avoided on the grounds of any such interest or benefit.
3.10.2. A Director who, to his knowledge, is in any way (directly or indirectly) interested in any contract, arrangement, transaction or proposal with the Company, shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract, arrangement, transaction or proposal is first considered, if he knows his

interest then exists or, in any other case, at the first meeting of the Board after he knows that he is or has become so interested.

3.10.3. Save as provided in the Articles, a Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any contract, arrangement, transaction or any proposal whatsoever to which the Company is or is to be a party and in which he is, to his knowledge, alone or together with any person connected with him, materially interested, unless the resolution concerns any of the following matters:
- (a) the giving to him of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiaries;
- (b) a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;
- (c) any proposal concerning an offer of shares, debentures or other securities of the Company or any of its subsidiaries in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
- (d) any contract, arrangement, transaction or proposal to which the Company is or is to be a party concerning any other body corporate (a "relevant company") in which he (together with persons connected with him), directly or indirectly (and whether as an officer or shareholder, creditor or otherwise), does not hold or have a beneficial interest in 1.0 per cent. or more of either a relevant company or an intermediate company (as defined in the Articles);
- (e) any contract, arrangement, transaction or proposal relating to an arrangement for the benefit of the employees of the Company or its subsidiaries which does not award him any privilege or benefit not generally awarded to the employees to which such arrangement relates, and concerning the adoption, modification or operation of a pension, superannuation or similar scheme or retirement, death or disability benefits scheme or employees' share scheme under which he may benefit and which either has been approved by or is subject to and conditional on approval by, HMRC for taxation purposes or relates to both employees and Directors of the Company (or any of its subsidiaries) and does not accord to any Director as such any privilege or advantage not accorded to the employees to which such scheme or fund relates; or
- (f) any contract, arrangement, transaction or proposal concerning the purchase and/or maintenance of any insurance policy for the benefit of Directors or for the benefit of persons including Directors pursuant to the Articles.
3.10.4. A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of the Board concerning his own appointment (including fixing or varying the terms of his appointment or its termination) as the holder of any office or place of profit with the Company or any company in which the Company is interested. Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment or its termination) of two or more Directors to offices or places of profit with the Company or any company in which the Company is interested, such proposals may be divided and a separate resolution considered in relation to each Director. In such case each of the Directors concerned (if not otherwise debarred from voting under these Articles) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
3.10.5. Subject to the provisions of the Companies Act and the Articles:
- (a) the Board shall have the power to purchase and maintain insurance at the expense of the Company for the benefit of any persons who are or were at any

time Directors, officers or employees of the Company, including insurance against any liability incurred by such persons in relation to or in connection with their duties, powers or offices in relation to the Company; and

(b) every Director, alternate director and other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, damages and liabilities incurred by him in connection with his duties or the exercise of his powers.

3.11. Borrowing powers

The Board may exercise all powers of the Company to borrow money and to mortgage or charge all or any Part of its undertaking, property and assets (present and future) and uncalled capital and, subject to the provisions of the Companies Act, to create and issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. Such powers are however limited so that the aggregate principal amount outstanding in respect of monies borrowed by the Company shall not, without the previous sanction of an ordinary resolution of the Company, exceed an amount equal to 25 per cent. of the value of its gross assets.

3.12. General meetings

Annual general meetings shall be called by not less than 21 clear days' notice in writing. Any other general meeting shall be called by not less than 14 clear days' notice in writing.

3.13. Uncertificated Shares

Uncertificated Shares may be transferred by means of a relevant system. The Board may refuse to register a transfer of uncertificated Shares in such circumstances as may be permitted or required by the regulations relating thereto and the relevant system.

4. Directors' and others' interests

Baronsmead Venture Trust

4.1. Based on the fees paid for the financial year ended 30 September 2021, it is estimated that the aggregate remuneration to be paid and benefits in kind granted to the BVT Directors by BVT for the current financial period will not exceed £122,082, the said estimated aggregate remuneration to be paid in the form set out in the table below. None of the BVT Directors are eligible for bonuses, pensions, retirement or other similar benefits or share options.

Name	Financial period to 30 September 2021
Peter Lawrence	£29,400
Les Gabb	£27,400
Valerie Marshall*	£27,400
Susannah Nicklin	£27,400
Michael Probin**	£8,199
Fiona Miller Smith**	£2,283

* Valerie Marshall retired from the BVT Board with effect from 31 October 2021.

** Michael Probin was appointed to the BVT Board with effect from 14 June 2021 and Fiona Miller Smith was appointed to the BVT Board with effect from 1 September 2021.
4.2. Peter Lawrence and Les Gabb have been appointed pursuant to the terms of letters of appointment with BVT both dated 9 June 2017. Susannah Nicklin has been appointed pursuant to the terms of a letter of appointment with BVT dated 21 February 2018. Michael Probin has been appointed pursuant to the terms of a letter of appointment with BVT dated 11 June 2021. Fiona Miller Smith has been appointed pursuant to the terms of a letter of appointment with BVT dated 6 August 2021. Under all letters of appointment, either party may terminate the appointment upon three months' notice. The fees will be reviewed annually by the BVT Board and may be increased in line with market rates. No amounts have been set aside by BVT to provide pension, retirement or similar benefits. Save as set out in this paragraph 4.2, there are no existing or proposed letters of engagement between any Director and BVT.
4.3. No BVT Director has, or has had, any direct or indirect interest in any transaction which is or was unusual in its nature or conditions or which is or was significant to the business of BVT and which has been effected by BVT since its date of incorporation.
4.4. BVT has no current borrowings nor any borrowing requirements and the BVT Directors have no current intention of putting in place any borrowings.
4.5. The BVT Directors do not have any options over BVT Shares. As at the date of this document, the BVT Directors or their immediate families and related trusts, had the following interests in the issued share capital of BVT (all of which are beneficial): (a) which are required to be notified to BVT pursuant to the Disclosure Guidance and Transparency Rules; or (b) being interests of persons connected (within the meaning given in the Disclosure Guidance and Transparency Rules) with the BVT Directors which would, if such persons were a BVT Director, be required to be disclosed under (a) above and the existence of which was known to or could, with reasonable diligence, be ascertained by the BVT Director:

Name	Ordinary Shares currently held	Percentage of current issued share capital
Peter Lawrence*	1,056,285	0.35
Les Gabb	111,721	0.03
Susannah Nicklin*	33,372	0.01
Michael Probin	40,531	0.01
Fiona Miller Smith	—	—

* including shares held by immediate family

4.6. The BVT Directors are not aware of any person or persons who directly or indirectly, jointly or severally, exercise control over BVT or could do so following completion of the Offers.
4.7. As at 2 November 2021 (being the latest practicable date prior to publication of this document), BVT is not aware of any person who is or, following the Offers will be, interested directly or indirectly in three per cent. or more of the issued share capital of BVT.
4.8. BVT and the BVT Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of BVT.
4.9. There are no different voting rights for any BVT Shareholder, save for those which derive from the Articles.
4.10. Details of those companies (other than BVT) and partnerships of which the BVT Directors have been a member of the administrative, management or supervisory body or a partner at any time during the five years immediately preceding the date of this document (apart from their directorships of the subsidiaries of any issuers of which the BVT Directors are or have been members of the administrative, management or supervisory bodies) are as follows:

	directorships/partnerships Current	directorships/partnerships Previous
Peter Lawrence	Amati AIM VCT plc	7 Springfield Road Management
	ELL Investments Ltd	Company Limited
	Emmelle Construction Limited	Algatechnologies Limited
	Emmelle Developments Limited	(dissolved) Amati VCT plc
	ICA in Israel	Anpario Plc
		Aquatice Limited
		(dissolved) Baronsmead VCT plc
		(dissolved) C-Corp Limited
		Dynamic Design UK Holdings Ltd
		(dissolved)
		Eco Animal Health Group plc

Previous directorships/partnerships (dissolved) Aquatice Limited Baronsmead VCT plc (dissolved) C-Corp Limited (dissolved) Dynamic Design UK Holdings Ltd (dissolved) Eco Animal Health Group plc Eco Animal Health Group Ltd Higher Nature Limited JCA Charitable Foundation Kiotech Limited Petlove Limited (dissolved)

PR (Ann 3) 8.1

PR (Ann 3) 9.4

PR (Ann 3) 9.1

PR (Ann 3) 9.1, 9.3

PR (Ann 3) 8.2

	directorships/partnerships Current	directorships/partnerships Previous
Les Gabb	Advent Life Sciences LLP Felix Capital Partners LLP Felix Management I Limited Felix Nominees Limited	(dissolved) Advent GPIC Limited (dissolved) Advent Management II Limited (dissolved) Advent Management IV Limited Advent Management III Limited (dissolved) (dissolved) Advent Nominees Limited Advent Venture Partners LLP (dissolved) (dissolved) Baronsmead VCT plc
Susannah Nicklin	Amati AIM VCT plc Ecofin Global Utilities and Intrastructure Trust plc Schroder BSC Social Impact Trust plc The North American Income Trust plc	(dissolved) Apprecie Limited City of London Investment Group plc City of London Investment Management Company Limited Pantheon International Plc
Michael Probin	n/a	n/a
Fiona Miller Smith	n/a	Lifting Limits CIO

4.11. As at the date of this document there are no potential conflicts of interest between any of the BVT Directors' duties to BVT and their private interests and/or other duties.

PR (Ann 3) 8.2

4.12. Peter Lawrence was a director of Amati VCT plc, a company which was placed into voluntary liquidation approved by shareholders on 4 May 2018 and dissolved on 9 October 2019.
4.13. Susannah Nicklin was a director of Apprecie Limited, a company which was placed into voluntary liquidation approved by shareholders on 22 August 2016 and dissolved on 16 November 2017.
4.14. Peter Lawrence, Les Gabb and Susannah Nicklin were all directors of Baronsmead VCT plc, a company which was placed into voluntary liquidation approved by shareholders on 8 February 2016 and dissolved on 19 July 2018.
4.15. Other than as disclosed above, as at the date of this document, none of the BVT Directors:
- 4.15.1. has any convictions in relation to fraudulent offences during the previous five years;
- 4.15.2. has in the past five years immediately preceding the date of this document been the subject of any bankruptcies, receiverships or liquidations when acting in the capacity of (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years or (iv) a senior manager; or
- 4.15.3. has been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company during the previous five years.

Baronsmead Second Venture Trust

4.16. Based on the fees paid for the financial year ended 30 September 2021, it is estimated that the aggregate remuneration to be paid and benefits in kind granted to the BSVT Directors by BSVT for the current financial period will not exceed £122,066, the said estimated aggregate remuneration to be paid in the form set out in the table below. None of the BSVT Directors are eligible for bonuses, pensions, retirement or other similar benefits or share options.

Name	Year ending 30 September 2021
Sarah Fromson	£36,000
Malcolm Groat	£30,000
Tim Farazmand	£28,000
Graham McDonald*	£15,000
Anthony Townsend**	£13,066

* Graham McDonald was appointed to the BSVT Board with effect from 16 February 2021.
** Anthony Townsend retired from the BSVT Board with effect from 16 February 2021.
4.17. Malcolm Groat was appointed pursuant to the terms of a letter of appointment with BSVT dated 9 June 2017. Sarah Fromson and Tim Farazmand have been appointed pursuant to the terms of letters of appointment dated 31 July 2019 and 27 April 2020, respectively. Graham McDonald was appointed pursuant to the terms of a letter of appointment with BSVT dated 27 January 2021. Under all letters of appointment, either party may terminate the appointment upon three months' notice. The fees will be reviewed annually by the BSVT Board and may be increased in line with market rates. No amounts have been set aside by BSVT to provide pension, retirement or similar benefits. Save as set out in this paragraph 4.16, there are no existing or proposed letters of engagement between any Director and BSVT.
4.18. No Director has, or has had, any direct or indirect interest in any transaction which is or was unusual in its nature or conditions or which is or was significant to the business of BSVT and which has been effected by BSVT since its date of incorporation.
4.19. BSVT has no current borrowings nor any borrowing requirements and the BSVT Directors have no current intention of putting in place any borrowings.
4.20. The BSVT Directors do not have any options over BSVT Shares. As at the date of this document, the BSVT Directors or their immediate families and related trusts, had the following interests in the issued share capital of BSVT (all of which are beneficial): (a) which are required to be notified to BSVT pursuant to the Disclosure Guidance and Transparency Rules; or (b) being interests of persons connected (within the meaning given in the Disclosure Guidance and Transparency Rules) with the BSVT Directors which would, if such persons were a Director, be required to be disclosed under (a) above and the existence of which was known to or could, with reasonable diligence, be ascertained by the Director:

Name	Ordinary Shares currently held	Percentage of current issued share capital
Sarah Fromson	38,603	0.01
Malcolm Groat	251,804	0.08
Tim Farazmand	65,147	0.02
Graham McDonald	6,013	de minimis

4.21. The BSVT Directors are not aware of any person or persons who directly or indirectly, jointly or severally, exercise control over BSVT or could do so following completion of the Offers.
4.22. As at 2 November 2021 (being the latest practicable date prior to publication of this document), BSVT is not aware of any person who is or, following the Offers will be, interested directly or indirectly in three per cent. or more of the issued share capital of BSVT.
4.23. BSVT and the BSVT Directors are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of BSVT.
4.24. There are no different voting rights for any BSVT Shareholder, save those which derive from the Articles.
4.25. Details of those companies (other than BSVT) and partnerships of which the BSVT Directors have been a member of the administrative, management or supervisory body or a partner at any time during the five years immediately preceding the date of this document (apart from their

PR (Ann 3) 8.1

PR (Ann 3) 9.4

PR (Ann 3) 9.1

PR (Ann 3) 9.1, 9.3

PR (Ann 3) 8.2

directorships of the subsidiaries of any issuers of which the BSVT Directors are or have been members of the administrative, management or supervisory bodies) are as follows:

Sarah Fromson	directorships/partnerships Current Arrowstreet Capital Partners Genome Research Pensions Trustee Limited JPMorgan Global Emerging Markets Income Trust plc Quilter Investors Limited Wellcome Trust Pensions Trustees Limited	directorships/partnerships Previous Jewish Community Academy Trust
Malcolm Groat	Auric Global Limited Corps of Commissionaires Management Limited daVictus plc GS Technologies Ltd Harland & Wolff Group Holdings plc Inven plc Maritime House Limited TomCo Energy plc Zaim Credit Systems plc	(dissolved) Baronsmead VCT 4 plc (dissolved) London Mining p.l.c. Mr Lee's Pure Foods Co Ltd (dissolved) NKCell Plus plc Tekcapital plc Vale International Group Ltd
Tim Farazmand	Goldhill Mill Associates LLP PCB Corporate Finance Limited The Lakes Distillery Company plc Vinoteca Limited	A Collected Man Limited Accord Marketing Limited Catalyst Fund Management & Research Limited Clearly So Limited Estio Training Limited Project Dahl Topco Limited SUK Retail Limited (in administration) The British Private Equity and Venture Capital Association The Ethical Property Company plc Westminster Growth Capital Limited (in liquidation)
Graham McDonald	Continulus Limited Vedra Partners Limited	Aberdeen General Partner 1 Limited Aberdeen General Partner 2 Limited Aberdeen Private Equity Advisers (dissolved) Limited Aberdeen Private Equity Managers (dissolved) Limited Waverley General Private Equity (dissolved) Limited Waverley Healthcare Private Equity Limited

4.26. As at the date of this document there are no potential conflicts of interest between any of the BSVT Directors' duties to BSVT and their private interests and/or other duties.

PR (Ann 3) 8.2

4.27. Malcolm Groat was a director of Baronsmead VCT 4 PLC, a company which was placed into voluntary liquidation approved by shareholders on 11 March 2016 and dissolved on 19 July 2018. Malcolm Groat was also a director of London Mining P.L.C which entered administration on 16 October 2014 and was dissolved on 30 July 2017.
4.28. Tim Farazmand is a director of SUK Retail Limited, a company which entered voluntary administration on 18 March 2019 as a result of cash flow pressure caused by supply chain difficulties and continuing poor sales. Tim Farazmand is also a director of Westminster Growth Capital Limited, a company which has been placed into voluntary liquidation approved by shareholders on 1 April 2021.
4.29. Graham McDonald was a director of Aberdeen Private Equity Advisers Limited and Aberdeen Private Equity Managers Limited, both companies which were placed into voluntary liquidation

approved by shareholders on 15 December 2016 and dissolved on 22 February 2018. Graham McDonald was also a director of Waverley General Private Equity Limited, a company which was placed into voluntary liquidation approved by shareholders on 15 December 2016 and dissolved on 8 March 2018.

4.30. Other than as disclosed above, as at the date of this document, none of the BSVT Directors:
- 4.30.1. has any convictions in relation to fraudulent offences during the previous five years;
- 4.30.2. has in the past five years immediately preceding the date of this document been the subject of any bankruptcies, receiverships or liquidations when acting in the capacity of (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years, or (iv) a senior manager; or
- 4.30.3. has been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company during the previous five years.

5. Corporate governance

Both the BVT Board and the BSVT Board recognise the importance of sound corporate governance. Both the BVT Board and the BSVT Board have considered the principles and recommendations of the AIC Code of Corporate Governance ("AIC Code"). The AIC Code addresses the principles of the UK Corporate Governance Code (the "UK Code"), as well as setting out additional principles and recommendations on issues which are of specific relevance to the Companies as Venture Capital Trusts. The Financial Reporting Council has confirmed that in complying with the AIC Code, the Companies will meet their obligations in relation to the UK Code. Both the BVT Board and the BSVT Board consider that reporting against the principles and recommendations of the AIC Code provides the most appropriate information to Shareholders.

Baronsmead Venture Trust plc

The BVT Board consists solely of non-executive Directors of whom Peter Lawrence is Chairman. All of the BVT Directors are considered by the BVT Board to be independent of the Investment Manager and the BVT Board does not consider that a Director's tenure reduces his/her ability to act independently.

The BVT Board has appointed Fiona Miller Smith as Senior Independent Director. The Senior Independent Director provides a sounding board for the Chairman and serves as an intermediary for the other BVT Directors and Shareholders.

As at the date of this document, BVT has complied with the recommendations of the AIC Code and the relevant provisions of the UK Code except where noted below. There are certain areas of the UK Code that the AIC does not consider relevant to investment companies and with which BVT does not specifically comply, for which the AIC Code provides dispensation.

The BVT Board considers that the UK Code provisions relating to the role of chief executive, executive director's remuneration, and the need for an internal audit function, are not relevant to BVT. As an investment company managed by third parties, BVT does not employ a chief-executive, nor any executive directors. The systems and procedures of the Investment Manager, the provision of VCT monitoring services by PWC, and the annual statutory audit as well as the size of BVT's operations, gives the BVT Board confidence that an internal audit function is not appropriate.

The BVT Directors' letters of appointment provide that the BVT Directors are subject to re-election by Shareholders at the first annual general meeting after their appointment. In accordance with the AIC Code, the BVT Board has resolved that all BVT Directors will stand for annual re-election by Shareholders.

The BVT Board has delegated certain responsibilities and functions to the audit committee, the management engagement and remuneration committee and the nomination committee.

The audit committee, chaired by Les Gabb, meets at least twice a year, operates within clearly defined terms of reference and comprises all the BVT Directors. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the BVT Board.

The management engagement and remuneration committee, chaired by Michael Probin, meets at least once a year and comprises all of the BVT Directors and reviews the appropriateness of the Investment Manager's appointment together with the terms and conditions thereof on a regular basis.

The nomination committee, chaired by Susannah Nicklin, meets at least once a year, comprises all of the BVT Directors and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the BVT Board, the nomination committee takes into account the ongoing requirements of BVT and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.

Baronsmead Second Venture Trust plc

The BSVT Board consists solely of non-executive Directors of whom Sarah Fromson is Chairman. All of the BSVT Directors are considered by the BSVT Board to be independent of the Investment Manager and the BSVT Board does not consider that a Director's tenure reduces his/her ability to act independently.

The BSVT Board has appointed Malcolm Groat as Senior Independent Director. The Senior Independent Director provides a sounding board for the Chairman and serves as an intermediary for the other BSVT Directors and Shareholders.

As at the date of this document, BSVT has complied with the recommendations of the AIC Code and the relevant provisions of the UK Code except where noted below. There are certain areas of the UK Code that the AIC does not consider relevant to investment companies and with which BSVT does not specifically comply, for which the AIC Code provides dispensation.

The BSVT Board considers that the UK Code provisions relating to the role of chief executive, executive director's remuneration, and the need for an internal audit function, are not relevant to BSVT. As an investment company managed by third parties, BSVT does not employ a chief-executive, nor any executive directors. The systems and procedures of the Investment Manager, the provision of VCT monitoring services by PWC, and the annual statutory audit as well as the size of BSVT's operations, gives the BSVT Board confidence that an internal audit function is not appropriate.

The BSVT Directors' letters of appointment provide that the BSVT Directors are subject to re-election by Shareholders at the first annual general meeting after their appointment. In accordance with the AIC Code, the BSVT Board has resolved that all BSVT Directors will stand for annual re-election by Shareholders.

The BSVT Board has delegated certain responsibilities and functions to the audit committee, the management engagement and remuneration committee and the nomination committee.

The audit committee, chaired by Malcolm Groat, meets at least twice a year, operates within clearly defined terms of reference and comprises all the BSVT Directors. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the BSVT Board.

The management engagement and remuneration committee, chaired by Tim Farazmand, meets at least once a year, comprises all of the BSVT Directors and reviews the appropriateness of the Investment Manager's appointment together with the terms and conditions thereof on a regular basis.

The nomination committee, chaired by Sarah Fromson, meets at least once a year, comprises all of the BSVT Directors and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the BSVT Board, the nomination committee takes into account the ongoing requirements of BSVT and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.

6. Material contracts

The following are the only material contracts (being contracts other than contracts entered into in the ordinary course of business) that have been entered into by the Companies during the period beginning two years prior to publication of this document and which are, or may be, material to the Companies, or are all of the contracts which have been entered into by the Companies which contain provisions under which the Companies have obligations or entitlements which are material as at the date of this document:

PR (Ann 3) 14.1 and PR (Ann 4) 3.1,

3.4

6.1. Baronsmead Venture Trust plc

6.1.1. BVT Investment Management Agreement

A management agreement dated 20 December 2006, as supplemented on 11 October 2007, varied on 19 May 2009 and, by way of an oral agreement, in August 2013 and as amended and restated on 1 June 2014 and 10 August 2016 and which was novated on 30 November 2018 whereby the Investment Manager agreed to provide investment management services to BVT. The Investment Manager has appointed JPMorgan Chase Bank to provide custodian services in respect of the assets that are traded on a recognised exchange and Apex to provide custodian services in relation to its non-quoted assets. The BVT Investment Management Agreement is terminable by either party at any time by 12 months prior written notice. The BVT Investment Management Agreement is subject to early termination in the event of, inter alia, a party committing a material breach of the BVT Investment Management Agreement and/or becoming insolvent, and by BVT if the Investment Manager ceases to be regulated by the FCA or ceases to provide its services or perform its obligations to BVT pursuant to the BVT Investment Management Agreement.

Under the BVT Investment Management Agreement the Investment Manager is entitled to receive an annual management fee of 2.0 per cent. of BVT's net assets, calculated and paid on a quarterly basis. In addition, the Investment Manager is responsible for providing all secretarial, administrative and accounting services to BVT. The Investment Manager has appointed Link to provide these services to BVT on its behalf. BVT is responsible for paying the fee charged by Link in relation to the performance of these services to the Investment Manager.

Under the terms of the BVT Investment Management Agreement, the Investment Manager is also entitled to receive a performance related incentive fee. No performance fee is payable to the Investment Manager until the total return on shareholders' funds exceeds an annual threshold of the higher of 4 per cent. or base rate plus 2 per cent. calculated on a compound basis. To the extent that the total return exceeds the threshold over the relevant period then a performance fee of 10 per cent. of the excess will be paid to the Investment Manager. The amount of any performance fee which is paid in an accounting period shall be capped at 5 per cent. of shareholders' funds for that period.

The annual running costs of BVT are capped at 3.5 per cent. of the net assets of BVT (excluding any performance fee payable to the Investment Manager and irrecoverable VAT). Any excess over this amount is refunded to BVT by the Investment Manager by way of an adjustment to its management fee.

6.1.2. Custodian agreement with JPMorgan Chase Bank

A global custody agreement between BVT and JPMorgan Chase Bank dated 30 March 2015, whereby JPMorgan Chase Bank is appointed to undertake certain custodian functions in relation to the assets of BVT that are traded on a recognised exchange. JPMorgan Chase Bank is paid an annual fee based on the number of transactions that take place during the relevant period, subject to a minimum annual fee of £30,000 payable by BVT. The agreement provides for an initial period of three years from the date on which JPMorgan Chase Bank commenced providing services under the agreement. Following the initial term, BVT may terminate the agreement on 60 days' written notice and JPMorgan Chase Bank may terminate on 180 days' written notice.

6.1.3. Custodian agreement with Apex

A safekeeping agreement between BVT and Apex dated 1 June 2014, whereby Apex is appointed to undertake certain custodian functions in relation to the BVT's non-quoted assets. The fee to be paid to Apex will be calculated by reference to the number of transactions that take place during the relevant period. Either party may terminate the agreement by giving not less than 60 days' written notice.

6.1.4. Registrar agreement with Computershare

A Registrar agreement between BVT and Computershare dated 10 December 2014 and as amended by side letters dated 28 November 2016 and 8 March 2018, under which Computershare agreed to act as BVT's registrar and carry out various duties including the maintenance of the register of Shareholders of BVT and the processing of any transfer of Ordinary Shares. BVT has agreed a fixed fee in respect of the maintenance of its register with other ad hoc services charged in addition to this.

6.1.5. Directors' letters of appointment

Peter Lawrence and Les Gabb have been appointed pursuant to the terms of letters of appointment with BVT both dated 9 June 2017. Susannah Nicklin, Michael Probin and Fiona Miller Smith have been appointed pursuant to the terms of letters of appointment with BVT dated 21 February 2018, 11 June 2021 and 6 August 2021 respectively. Under the letters of appointment, each BVT Director is required to devote such time to the affairs of BVT as the BVT Board reasonably requires and as is consistent with his/her role as a non-executive Director. The letters are terminable on notice by either party. Other than these letters of appointment, none of the BVT Directors has a service contract with BVT.

6.1.6. BVT offer agreement

An offer agreement between BVT and the Investment Manager made on 4 November 2021, pursuant to which the Investment Manager was appointed to administer the offer for subscription. As consideration for the services provided by the Investment Manager to BVT, BVT has agreed to pay the Investment Manager a fee equal to 4.5 per cent of the gross proceeds of the BVT Offer. The offer agreement provides that the Investment Manager is responsible for all costs and expenses of and incidental to the BVT Offer.

6.1.7 Receiving Agent Agreement with City Partnership

A Receiving Agent agreement dated 3 November 2021 between the Company and the Receiving Agent pursuant to which the Receiving Agent has agreed to act as receiving agent in connection with the Offers. Under the terms of the agreement, the Receiving Agent is entitled to fees in connection with the Offers, including a fixed and variable professional advisory fee. The Receiving Agent will also be entitled to reimbursement of all out of pocket expenses reasonably incurred by it in connection with its duties.

6.2. Baronsmead Second Venture Trust plc

6.2.1. BSVT Investment Management Agreement

A management agreement dated 20 December 2006, as supplemented on 11 October 2007, varied on 19 May 2009 and, by way of an oral agreement, in August 2013, as amended and restated on 1 June 2014 and as further amended and restated on 25 January 2016 and which was novated on 30 November 2018 whereby the Investment Manager agreed to provide investment management services to BSVT. The Investment Manager has appointed JPMorgan Chase Bank to provide custodian services in respect of the assets that are traded on a recognised exchange and Apex to provide custodian services in relation to its non-quoted assets. The BSVT Investment Management Agreement is terminable by either party at any time by 12 months prior written notice. The BSVT Investment Management Agreement is subject to early termination in the event of, inter alia, a party committing a material breach of the BSVT Investment Management Agreement and/or becoming insolvent, and by BSVT if the Investment Manager ceases to be regulated by the FCA or ceases to provide its services or perform its obligations to BSVT pursuant to the BSVT Investment Management Agreement.

Under the BSVT Investment Management Agreement, the Investment Manager is entitled to receive an annual management fee of 2.5 per cent. of BSVT's net assets, calculated and paid on a quarterly basis. In addition, the Investment Manager is responsible for providing all secretarial, administrative and accounting services to BSVT. The Investment Manager has appointed Link to provide these services to BSVT on its behalf. BSVT is responsible for paying the fee charged by Link in relation to the performance of these services to the Investment Manager.

Under the terms of the BSVT Investment Management Agreement, the Investment Manager is also entitled to receive a performance related incentive fee. A performance fee is payable to the Investment Manager when the total return on net proceeds of the BSVT Shares exceeds 8 per cent. per annum (simple). To the extent that the total return exceeds the threshold over the relevant period then a performance fee of 10 per cent. of the excess will be paid to the Investment Manager. The amount of any performance fee which is paid in an accounting period shall be capped at 5 per cent. of shareholders' funds for that period.

The annual running costs of BSVT are capped at 3.5 per cent. of the net assets of BSVT (excluding any performance fee payable to the Investment Manager and irrecoverable VAT). Any excess over this amount is refunded to BSVT by the Investment Manager by way of an adjustment to its management fee.

6.2.2. Custodian agreement with JPMorgan Chase Bank

A global custody agreement between BSVT and JPMorgan Chase Bank dated 30 March 2015, whereby JPMorgan Chase Bank is appointed to undertake certain custodian functions in relation to the assets of BSVT that are traded on a recognised exchange. JPMorgan Chase Bank is paid an annual fee based on the number of transactions that take place during the relevant period, subject to a minimum annual fee of £30,000 payable by BSVT. The agreement provides for an initial period of three years from the date on which JPMorgan Chase Bank commenced providing services under the agreement. Following the initial term BSVT may terminate the agreement on 60 days' written notice and JPMorgan may terminate on 180 days' written notice.

6.2.3. Custodian agreement with Apex

A safekeeping agreement between BSVT and Apex dated 1 June 2014, whereby Apex is appointed to undertake certain custodian functions in relation to BSVT's non-quoted assets. The fee to be paid to Apex will be calculated by reference to the number of transactions that take place during the relevant period. Either party may terminate the agreement by giving not less than 60 days' written notice.

6.2.4. Registrar agreement with Computershare

A Registrar agreement between BSVT and Computershare dated 10 December 2014 and as amended by side letters dated 8 November 2016 and 8 March 2018, under which Computershare agreed to act as BSVT's registrar and carry out various duties including the maintenance of the register of Shareholders of BSVT and the processing of any transfer of Ordinary Shares. BSVT has agreed a fixed fee in respect of the maintenance of its register with other ad hoc services charged in addition to this.

6.2.5. Directors' letters of appointment

Malcolm Groat, Sarah Fromson, Tim Farazmand and Graham McDonald have been appointed pursuant to the terms of letters of appointment dated 9 June 2017, 31 July 2019, 27 April 2020 and 27 January 2021 respectively. Under the letters of appointment, each Director is required to devote such time to the affairs of BSVT as the BSVT Board reasonably requires and as is consistent with his/her role as a non-executive Director. The letters are terminable on notice by either party. Other than these letters of appointment, none of the BSVT Directors has a service contract with BSVT.

6.2.6. BSVT offer agreement

The offer agreement between BSVT and the Investment Manager made on 4 November 2021, pursuant to which the Investment Manager was appointed to administer an offer for subscription. As consideration for the services provided by the Investment Manager to BSVT, BSVT has agreed to pay the Investment Manager a fee equal to 4.5 per cent. of the gross proceeds of the BSVT Offer. The offer agreement provides that the Investment Manager is responsible for all costs and expenses of and incidental to the BSVT Offer.

6.2.7 Receiving Agent Agreement with City Partnership

7. Investment and other restrictions

7.1. The Companies are closed-ended investment funds and each must comply with Chapter 15 of the Listing Rules. In accordance with Chapter 15 of the Listing Rules, each of the Companies must, at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with its published investment policy. A detailed description of the current investment policy of each of the Companies is set out in Part 2 of this document. In accordance with Chapter 15 of the Listing Rules, neither of the Companies will make any material changes to their respective investment policy without the approval of their respective Shareholders by ordinary resolution passed at a general meeting of the relevant Company. Such an alteration would be announced by the relevant Company through a Regulatory Information Service. The Companies will be subject to and will comply with the restrictions regarding investments for closed-ended investment funds that are contained in the Listing Rules.
7.2. In the event of any breach of either of the Companies' investment policy or of the investment restrictions applicable to each of the Companies, shareholders will be informed of the actions to be taken by the relevant Company and/or the Investment Manager (at the time of such a breach) by an announcement issued through a Regulatory Information Service.
7.3. The Companies are not required to be, and are therefore not, regulated by the FCA. In order to obtain VCT status, the Companies must, however, obtain and maintain approval as a VCT from HMRC.
7.4. The Companies are regulated by Part 6 of the Tax Act in respect of the investments they make. Each of the Companies has appointed PWC as its VCT status adviser. PWC will report twice yearly to the Companies as part their annual and half yearly reporting obligations. In respect of any breach of the VCT rules, the Companies will report the matter immediately to HMRC.
7.5. The Companies will not invest in any derivatives or currencies save for the purpose of efficient portfolio management, that is, solely for the purpose of reducing, transferring or eliminating investment risk in underlying investments.

PR (Ann 4) 2.8

PR (Ann 4) 2.1

7.6. The Companies do not intend to conduct any significant trading activity.
7.7. In accordance with Chapter 15 of the Listing Rules, each Company will not invest more than 10 per cent. in aggregate of the value of its respective total assets at the time of a new investment in other closed-ended investment funds listed on the premium segment of the Official List (except to the extent that those closed-ended investment funds have published investment policies to invest no more than 15 per cent. of their total assets in other closed-ended investment funds listed on the premium segment of the Official List).

8. Related party transactions

Baronsmead Venture Trust

Save for the BVT Investment Management Agreement and the BVT offer agreement, BVT is not a party to, nor had any interest in, any related party transaction in the period from 1 October 2019 (being the start of the period covered by the historical financial information in Part 5 of this document up to the date of this document).

PR (Ann 3) 10.1

PR (Ann 12) 4.8

PR (Ann 3) 11.3

Baronsmead Second Venture Trust

Save for the BSVT Investment Management Agreement and the BSVT offer agreement, BSVT is not a party to, nor had any interest in, any related party transaction in the period from 1 October 2019 (being the start of the period covered by the historical financial information in Part 5 of this document up to the date of this document)

9. General

9.1. There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Companies are aware) which may have, or have had in the recent past (covering the 12 months preceding the date of this document), significant effects on the financial position or profitability of the Companies.
9.2. The Companies have no subsidiaries.
9.3. The Companies have no employees and own no premises.
9.4. Dickson Minto W.S. has given and not withdrawn its written consent to the issue of this document with inclusion therein of its name in the form and context in which it is included.

10. Mandatory bids, squeeze-out and sell-out rules

10.1. Mandatory bids

As companies incorporated in England and Wales with shares to be admitted to trading on the London Stock Exchange, the Companies will be subject to the provisions of the Takeover Code. The Takeover Code is issued and administered by the Panel on Takeovers and Mergers. The Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers pursuant to the Takeovers Directive. Following the implementation of the Takeovers Directive, the rules set out in the Takeover Code which is derived from the Takeovers Directive now have a statutory basis in the United Kingdom.

Under Rule 9 of the Takeover Code, any person or group of persons acting in concert with each other which, taken together with shares already held by that person or group of persons, acquires 30 per cent. or more of the voting rights of a public company which is subject to the Takeover Code or holds not less than 30 per cent. but not more than 50 per cent. of the voting rights exercisable at a general meeting and acquires additional shares which increase the percentage of their voting rights, would normally be required to make a general offer in cash at the highest price paid within the preceding 12 months for all the remaining equity share capital of the Companies.

Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9. A shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make an offer under Rule 9. However, under note 2 to Rule 37, where a shareholder has acquired shares at a time when he/she had reason to believe that a purchase by the company of its own voting shares may take place, an obligation to make a mandatory bid under Rule 9 may arise in certain circumstances. The buyback by the Companies of Ordinary Shares could, therefore, have implications for Shareholders with significant shareholdings.

10.2. Squeeze-out and sell-out rules

Other than as provided by the Companies Act, there are no rules or provisions relating to squeeze-out and sell-out rules in relation to the Shares. Under sections 974 to 991 of the Companies Act, if an offeror acquires or contracts to acquire (pursuant to a takeover offer) not less than 90 per cent. of the Shares of either of the Companies (in value and by voting rights) to which such offer relates it may then compulsorily acquire the outstanding Shares not assented to the offer. It would do so by sending a notice to the other holders of Shares telling them that it will compulsorily acquire their Shares and then, six weeks later, it would execute a transfer of the outstanding Shares in its favour and pay the consideration to the relevant Company, which would hold the consideration on trust for the holders of those Shares subject to the transfer. The consideration offered to the holders whose Shares are compulsorily acquired under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

In addition, pursuant to section 983 of the Companies Act, if an offeror acquires or agrees to acquire not less than 90 per cent. of the Shares (in value and by voting rights, pursuant to a takeover offer that relates to all the Shares in the relevant Company) to which the offer relates, any holder of Shares to which the offer relates who has not accepted the offer may require the offeror to acquire his Shares on the same terms as the takeover offer.

The offeror would be required to give any holder of Shares notice of his right to be bought out within one month of that right arising. Such sell out rights cannot be exercised after the end of the period of three months from the last date on which the offer can be accepted or, if later, three months from the date on which the notice is served on the holder of Shares notifying them of their sell out rights. If a holder of Shares exercises their rights, the offeror is bound to acquire those Shares on the terms of the offer or on such other terms as may be agreed.

PR (Ann 3) 13.1

PR (Ann 3) 15.1

11. Disclosures under the Market Abuse Regulation

The Companies each released an announcement titled 'Announcement of Intention to Launch an Offer for Subscription' on 5 August 2021 which disclosed each Company's intention to launch an offer for subscription in 2021.

The Companies also each released an announcement titled 'Update on Offer for Subscription' on 14 September 2021 which disclosed the intended size of the Offers.

Other than as noted above, the Companies have not made any disclosures over the last 12 months under MAR that relate to the Offers.

12. Documents available for inspection

Copies of the following documents are available for inspection at any time on the website of the Companies (www.baronsmeadvcts.co.uk) or on request by emailing [email protected]:

12.1. the memorandum and Articles of each of the Companies;
12.2. the letters of appointment as referred to in paragraphs 6.1.5 and 6.2.5 of this Part 7;
12.3. the report and accounts of BVT for the financial year ended 30 September 2020;
12.4. the unaudited report and accounts of BVT for the six month period ended 31 March 2021;
12.5. the report and accounts of BSVT for the financial year ended 30 September 2020;
12.6. the unaudited report and accounts of BSVT for the six month period ended 31 March 2021; and
12.7. this document.

13. Availability of prospectus

The Prospectus is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, on the website of the Companies at www.baronsmeadvcts.co.uk and hard copies are available on request by emailing [email protected].

4 November 2021

Part 8 — Terms and Conditions of Subscription under the Offers

The following terms and conditions apply to the Offers.

Save where the context otherwise requires, words and expressions defined in this document have the same meanings when used in the terms and conditions of Subscription, the Subscription Form and explanatory notes. Words importing one gender (where appropriate) include any other gender and words importing the singular shall (where appropriate) include the plural and vice versa.

The Subscription Form forms part of these terms and conditions of Subscription.

1. The maximum amount to be raised under the BVT Offer is £25 million with an over-allotment facility (which can be used at any time during the BVT Offer) of a further £12.5 million. If the BVT Board (in consultation with the Investment Manager) decides to utilise the Over-allotment Facility, BVT will make a Regulatory Information Service announcement as soon as reasonably practicable. The maximum amount to be raised under the BSVT Offer is £25 million with an over-allotment facility (which can be used at any time during the BSVT Offer) of a further £12.5 million. If the BSVT Board (in consultation with the Investment Manager) decides to utilise the Over-allotment Facility, BSVT will make a Regulatory Information Service announcement as soon as reasonably practicable.
1. Unless otherwise resolved by the respective Boards, the contract created by the acceptance of a Subscription under the Offers (in whole or in part) in the manner set out herein will be conditional upon (i) the respective offer agreements referred to in paragraphs 6.1.6 and 6.2.6 of Part 7 of this document becoming unconditional and not being terminated in accordance with their terms; (ii) sufficient shareholder issuance authority being in place at the relevant time(s); and (iii) Admission of the New Shares conditionally allotted pursuant to the Subscription becoming effective.
1. The right is reserved by the Companies to present all cheques and bankers' drafts for payment on receipt and to retain the relevant share certificates and Subscription monies, pending clearance of such successful Subscribers' cheques and bankers' drafts. The Companies may treat Subscriptions as valid and binding even if not made in all respects in accordance with the prescribed instructions and the Companies may, at their discretion, accept a Subscription in respect of which payment is not received by the Companies prior to the closing date of the Offers. If any Subscription is not accepted in full or if any contract created by acceptance does not become unconditional, the Subscription monies or, as the case may be, the unused balance thereof in excess of £2.00 will be returned (without interest) by returning each relevant Subscriber's (or Nominee's) cheque or bankers' draft or by crossed cheque in favour of the Subscriber (or Nominee), through the post at the risk of the person(s) entitled thereto. Balances of less than £2.00 may be retained by the relevant Company and used for its own purposes. In the meantime, Subscription monies will be retained by the Companies in a separate account. The Board reserves the right to close the Offers earlier than the closing date if fully subscribed or to extend such Offers to a date up to and including 28 October 2022. Subscriptions which are accompanied by post-dated cheques will not be accepted until such date as the cheque can be presented, subject to the absolute discretion of the Boards to accept such Subscriptions. If any dispute arises as to the date or time on which a Subscription is received, the determination of the Boards shall be final and binding.
1. The Offers are not underwritten. Subscribers will be bound by the Subscription(s) indicated by them on their Subscription Forms. Subscriptions will be accepted on a first come, first served basis, subject always to the discretion of the Boards. The right is reserved to reject in whole or in part and scale down any Subscription or any part thereof including, without limitation, Subscriptions in respect of which any verification of identity which the Companies or the Receiving Agent consider may be required for the purposes of the UK Money Laundering Regulations has not been satisfactorily supplied. The Boards in their absolute discretion may decide to close, suspend or extend the Offers to a date up to and including 28 October 2022. The Offers shall be suspended if the issue of such New Shares in the Companies would result in a breach of the Listing Rules, the Companies not having the requisite Shareholder authorities from time to time

to allot New Shares or a breach of any other statutory provision or regulation applicable to the Companies. Dealings prior to the issue of certificates for New Shares will be at the risk of Subscribers. A person so dealing must recognise the risk that a Subscription may not have been accepted to the extent anticipated at all.

1. Each Company reserves the following rights.
2. 5.1. To change the basis of allocation under the respective Offer at the discretion of the respective Directors after consultation with the Investment Manager and the Sponsor, and to reject in whole or in part and scale down and/or ballot any Subscription or any part thereof. Subscriptions which are not accompanied by cheques available for immediate presentation or by other valid payment means will be dealt with at the respective Directors' discretion. If any dispute arises as to the date or time on or at which a Subscription is received, the respective Directors' determination shall be final and binding.
3. 5.2. To scale down the number of New Shares available for subscription under the respective Offer at any time prior to the closing of the Offer.
4. 5.3. To close the respective Offer earlier than the closing date if fully subscribed.
5. 5.4. To accept Subscription Forms and to allot and arrange for the listing of New Shares in respect of Subscriptions received under the respective Offer on or prior to the stated closing date of the Offer as the Directors see fit.
1. By completing and delivering/submitting a Subscription Form, you confirm and warrant that you:
2. 6.1. offer to subscribe for New Shares at the relevant Offer Price representing the amount in pounds Sterling specified in your Subscription Form (or such lesser number for which your Subscription is accepted) on the terms of and subject to the conditions of the Prospectus (including these terms and conditions of Subscription and the Articles of Association of the Company;
3. 6.2. agree that, in consideration of the Companies and its agents agreeing to process your Subscription, your Subscription will not be revoked (save in accordance with 'withdrawal rights' under section 87Q of FSMA and Prospectus Regulation Rule 3.4.1 where a supplementary prospectus to the Prospectus is issued by the Companies), and that this paragraph shall constitute a collateral contract between you and the Companies, the Investment Manager and the Receiving Agent which will become binding upon despatch by post to, or (in the case of delivery by hand or online submission) on receipt by, the Receiving Agent of your Subscription Form;
4. 6.3. unless you are paying by electronic transfer, agree and warrant that your cheque or bankers' draft may be presented for payment on receipt and will be honoured on first presentation and agree that if it is not so honoured your Subscription may be rejected and you will not be entitled to receive a certificate in respect of the New Shares in the relevant Company until you make payment in cleared funds for such New Shares in the relevant Company and such payment is accepted by the relevant Company in its absolute discretion, (which acceptance shall be on the basis that you indemnify the Companies and the Receiving Agent against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the relevant Company of such late payment, the relevant Company may (without prejudice to its other rights) void the agreement to allot such New Shares to you, without liability to you, and may issue or allot such New Shares to some other person, in which case you will not be entitled to any payment in respect of such New Shares, other than the refund to you, at your risk, of the proceeds (if any) of the cheque or bankers' draft accompanying your Subscription Form, without interest;
5. 6.4. agree that, in respect of those New Shares for which your Subscription has been received and is not rejected, your Subscription may be accepted at the election of the Companies either by notification to the London Stock Exchange of the basis of allocation or by notification of acceptance thereof to the Receiving Agent;
6.5. agree that the Receiving Agent will hold any monies in respect of your Subscription together with other monies received in respect of all Subscriptions on trust for the payment of New Shares for which you have subscribed or failing such payment to be returned to you without interest and that any interest earned in respect of such monies will be paid to the respective Company and used for its own purposes;
6.6. agree that any share certificate to which you may become entitled and any monies refundable to you may be retained by the Companies or the Receiving Agent pending clearance of your remittance and any verification of identity which is, or which the Companies or the Receiving Agent may consider to be, required for the purposes of (i) the UK Money Laundering Regulations, (ii) the Common Reporting Standard and/or (iii) FATCA, and that such monies will not bear interest;
6.7. authorise the Registrar to send share certificate(s) or arrange for your CREST account to be credited in respect of the number of New Shares for which your Subscription is accepted and authorise the relevant Company to make a bank transfer or send a crossed cheque by post for any monies returnable, at your own risk and without interest, to your address or nominated bank account (as applicable) as set out in the Subscription Form and to procure that your name is placed on the register of members of the relevant Company in respect of such New Shares;
6.8. agree that all Subscriptions, acceptances of Subscriptions and contracts resulting therefrom and any non-contractual obligations arising out of or in connection with your Subscription shall be governed by and construed in all respects in accordance with English law and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Companies to bring any action, suit or proceeding arising out of or in connection with any such Subscriptions, acceptances of Subscriptions and contracts in any other manner permitted by law or any court of competent jurisdiction;
6.9. agree and acknowledge that you are making your Subscription on the basis of the information and statements concerning the Companies and the New Shares contained in this Prospectus (as may be supplemented by a supplementary prospectus) and accordingly you agree that no person responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation thereof shall have any liability for any other information or representation relating to the relevant Company or the New Shares or for any change in the law or regulations affecting VCTs;
6.10. irrevocably authorise the Receiving Agent and/or the Companies or any person authorised by any of them, as your agent, to do all things necessary to effect registration of any New Shares subscribed by or issued to you into your name and authorise any representative of the Receiving Agent or of the Companies, as relevant, to execute and/or complete any document required therefor;
6.11. agree that, having had the opportunity to read the Prospectus, you shall be deemed to have had notice of all information and statements concerning the Companies and the New Shares contained therein;
6.12. confirm that you have reviewed the restrictions contained in paragraphs 10 and 11 below and warrant that you are not a "US Person" as defined in the United States Securities Act of 1933, as amended, nor a resident of Canada, Australia, Japan, New Zealand or the Republic of South Africa and that you are not applying for any New Shares with a view to their offer, sale or delivery to or for the benefit of any US person or a resident of Canada, Australia, Japan, New Zealand or the Republic of South Africa; nor will you offer, sell, renounce, transfer or deliver directly or indirectly any of the New Shares to any such person;
6.13. declare that you are a Qualifying Investor on the date of your Subscription;
6.14. agree that all documents and cheques sent by post, by or on behalf of the Companies or the Receiving Agent will be sent at the risk of the person entitled thereto;
6.15. agree on request by the Company or the Receiving Agent on behalf of the Company to disclose promptly in writing to any of them such information as the Company or the Receiving Agent may reasonably request in connection with your Subscription including, without limitation, any information which either may request in order to comply with Venture Capital Trust or other relevant legislation, satisfactory evidence of identity to ensure compliance with the UK Money Laundering Regulations and information required under the Common Reporting Standard and/or FATCA, and authorise the Company and the Receiving Agent to retain and disclose any information relating to your Subscription as it considers appropriate;
6.16. agree that if you invest in the Offers directly through the Investment Manager (not through a financial intermediary), and your Subscription is for more than £12,500 in aggregate, to the Companies, or a third party acting on behalf of the Companies, carrying out an online check of your identity using Veriphy, an online anti-money laundering and identity verification system to ensure compliance with the UK Money Laundering Regulations.
6.17. agree that neither the Investment Manager, the Sponsor nor the Receiving Agent will treat you as its customer by virtue of your Subscription being accepted nor owe you any duties or responsibilities concerning the price of the New Shares in the relevant Company or the suitability for you of New Shares in the relevant Company or be responsible to you for providing the protections afforded to its customers or clients;
6.18. declare that a loan has not been made to you or any associate of you, which would not have been made, or would not have been made on the same terms, but for you offering to subscribe for, or acquiring, New Shares and that the New Shares are being acquired for bona fide commercial purposes and not as part of a scheme of arrangement the main purpose of which, or one of the main purposes of which, is the avoidance of tax;
6.19. confirm and warrant that the information provided in the Subscription Form is true and accurate;
6.20. warrant that, if you sign the Subscription Form on behalf of somebody else, you have due authority to do so on behalf of that other person, and such person will also be bound accordingly and will be deemed also to have given the confirmations, warranties, undertakings and authorities contained herein and undertake to submit your power of attorney (or a copy thereof duly certified by a solicitor or bank) with the Subscription Form;
6.21. agree that a failure to receive, process or accept your Subscription for New Shares does not give rise to any right of action by any person against the Companies, the Investment Manager, the Sponsor, the Receiving Agent or any other person;
6.22. agree that any error in the register of members of the Companies arising as a result of your remittance not being honoured on first presentation or as a result of any other error in connection with your Subscription for New Shares, or as a result of termination or avoidance of any agreement to allocate New Shares pursuant to these terms and conditions of subscription may be rectified and, in addition and without prejudice to the foregoing, you hereby irrevocably authorise the Companies, or any person appointed by them for this purpose, to execute on your behalf any instrument of transfer which may be necessary to effect any re-allocation or sale of New Shares to any other person arising as a result of the foregoing. The right to rectify the register of members of the Companies and/or the power to re-allocate or sell New Shares contained in this paragraph are in addition to any other rights, powers and remedies which would otherwise be available to the Companies in the event of a breach by you of these terms and conditions of Subscription;
6.23. consent to the information provided on the Subscription Form being provided to the Receiving Agent, the Registrar and the Investment Manager (and its delegates) to process Subscriptions and shareholding details and send notifications to you;
6.24. agree that you will not be entitled to exercise any remedy of rescission for innocent misrepresentation at any time after acceptance of your Subscription (provided that this does not affect any other right you may have);
6.25. acknowledge that the Receiving Agent and/or the Investment Manager and/or the Companies (or their delegates and agents) may, if necessary, disclose information to HMRC and the IRS to satisfy their FATCA or CRS obligations or to other regulatory bodies if required, or considered obliged, to do so in accordance with any statute or regulation or by governmental, judicial or law enforcement bodies;
1. Where a Subscription is made by a Nominee on behalf of a Beneficial Owner, the Nominee:
2. 7.1. warrants that there is in force a valid and binding agreement between the Nominee and the Beneficial Owner, pursuant to which:
  - (a) the Nominee is authorised and entitled to make the Subscription on behalf of the Beneficial Owner; and
  - (b) the beneficial ownership of the Shares issued in respect of that Subscription will be vested in the Beneficial Owner immediately upon the issue of the New Shares;
3. 7.2. warrants that the Nominee has made the Beneficial Owner aware of these terms and conditions, and that the Beneficial Owner has assented to them;
4. 7.3. warrants that if the Subscription is for more than £12,500, the Nominee has carried out the necessary enquiries to verify the identity of the Beneficial Owner to ensure compliance with the UK Money Laundering Regulations; and
5. 7.4. undertakes, at no expense to the Companies, to do all such acts and to procure that the Beneficial Owner does all such acts as the Companies may from time to time reasonably require to ensure the full compliance by the Beneficial Owner with these terms and conditions, as though the Beneficial Owner were the Subscriber.
1. The Companies reserve the right to publish revised Subscription Forms from time to time. Subscribers and their intermediaries should, therefore, check when completing a Subscription Form that no subsequent version has been published or made available by the relevant Company which will be available and downloadable from the relevant Company's website.
1. Each Company reserves the absolute right to inspect (either itself, through the Receiving Agent and/or the Investment Manager or through other agents) all Subscription Forms, and may consider void and reject a Subscription Form that does not in the sole judgement of the Company satisfy the terms and conditions of the relevant Offer. If a Subscription Form is not completed or in the relevant Company's determination (in its absolute discretion) has not been validly completed, provided that the Subscription Form is otherwise in order and is accompanied by the appropriate Subscription monies, the Subscription may be accepted as a valid Subscription in whole or in part at the relevant Company's discretion.
1. No person receiving a copy of the Prospectus or accessing the Subscription Form in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him/her, nor should he/she in any event subscribe for New Shares unless in the relevant territory such an invitation or offer could lawfully be made to him/her or a Subscription Form could lawfully be completed and/or submitted without contravention of any regulation or other legal requirements. It is the responsibility of any person outside the United Kingdom wishing to make a subscription to satisfy himself/herself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory. The Company reserves the right, in its absolute discretion, to reject any Subscription received from outside the United Kingdom.
1. The New Shares have not been, nor will they be, registered in the United States under the US Securities Act or under the securities laws of any other Restricted Jurisdiction and they may not be offered or sold directly or indirectly within the United States or any other Restricted

Jurisdiction or to, or for the account or benefit of, US Persons or any national, citizen or resident of the United States or any other Restricted Jurisdiction. In addition, the Company has not been and will not be registered under the United States Investment Advisers Act of 1940, as amended. The Offers are not being made, directly or indirectly, in or into the United States or any other Restricted Jurisdiction or in any other jurisdiction where to do so would be unlawful. The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore, persons into whose possession this document comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction. The Subscription Form is not being and must not be forwarded to or transmitted in or into the United States or a Restricted Territory. No Subscription will be accepted if it bears an address in the United States.

The basis of allocation will be determined by the respective Board (after consultation with the Investment Manager and the Receiving Agent) in its absolute discretion. The determination as to whether an applicant is an Existing Shareholder will be at the Board's discretion and, if the applicant is a beneficial shareholder, whilst the Board shall be entitled to request additional supporting information to confirm that the applicant is a beneficial shareholder, the Board shall be entitled to rely on the applicant's confirmation on the Subscription Form. Subscriptions are intended to be accepted in the order in which they are received (provided cheques are not post-dated and with priority being given to Subscriptions with cleared funds), but subject always to the discretion of the Board.

The right is reserved, notwithstanding the basis so determined, to reject in whole or in part and/or scale down any Subscription, in particular multiple and suspected multiple Subscriptions which may otherwise be accepted. Subscriptions will not (unless otherwise agreed by the Companies) be regarded as valid unless cleared funds are received in respect of the Subscription. Subscriptions with cleared funds will also be given priority.

The first allotment of New Shares under the Offer is expected to take place on or around 30 November 2021 and thereafter allotments will be made on a monthly basis (or at such other times as the Board, in its sole discretion, may decide).

1. The Investment Manager will rebate a proportion of Subscriptions made by Subscribers on or before 25 November 2021 (for Subscriptions via bank transfer) or 22 November 2021 (for Subscriptions via cheque), subject to a maximum aggregate subscription to be so rebated of £7.5 million per Company, on the following basis:
2. 13.1. Existing Shareholders will receive a rebate of 0.75 per cent. of their Subscription; and
3. 13.2. New Investors will receive a rebate of 0.5 per cent. of their Subscription.

The rebate will be paid to Subscribers in the form of additional New Shares issued at the relevant Offer Price.

Where Subscription Forms are returned by a Subscriber or on a Subscriber's behalf by a financial intermediary who has provided a personal recommendation or advice in respect of the Subscription, the relevant Company can, through the Receiving Agent, facilitate the payment of any initial Adviser Charges (in whole or part) agreed between the Subscriber and the financial intermediary. Ongoing Adviser Charges will need to be settled directly by the Subscriber to their financial intermediary.

Investors will be separately liable for any Adviser Charges that they have agreed with their financial adviser and the Companies shall have no responsibility to any investor or financial intermediary in respect of any such Adviser Charges.

Initial Adviser Charges will only be paid following the allotment of New Shares to the financial intermediary's client. If the Subscriber and the financial intermediary agree that an Adviser Charge is to be facilitated, the Subscription Form must be countersigned by the financial intermediary to confirm (i) that the facilitation amount has been agreed and (ii) that the financial intermediary has read and agrees to be bound by the terms and conditions of the Offers. The charging of VAT on an initial Adviser Charge is the sole responsibility of the financial intermediary. Should any facilitated charge undertaken by either Company exclude the payment of any such VAT, the Subscriber will, at all times, remain solely responsible to make up such VAT deficit (if any) to the financial intermediary. Any amount of Adviser Charges which may be facilitated by the Companies should not be considered as implying an appropriate level of Adviser Charges. Adviser Charges are for the investor and the financial intermediary to agree, depending on the level of advice and service being provided.

The Investment Manager may agree with financial intermediaries who provide 'execution only' services to a UK retail client or who provide advice to a "Professional Client" (as defined in COBS 3.5), in respect of Subscriptions accepted from such clients, to pay an introductory commission to the financial intermediary at the rate of 1.5 per cent. and annual trail commission of 0.5 per cent. (limited to five years and subject to a maximum cumulative trail commission of 2.5%), both based on the amount paid in respect of the New Shares allocated for each Subscription. The introductory commission may be waived by joint agreement between the Investment Manager and the financial intermediary and reinvested by the financial intermediary on behalf of its clients in additional New Shares. If the financial intermediary agrees to waive and reinvest introductory commission on behalf of its client, the investor will be issued additional New Shares, at the relevant Offer Price, which in aggregate represent the amount of introductory commission waived by the financial intermediary. No further fees or commission will be paid in respect of such additional New Shares.

Such commissions will only be paid if, and to the extent, it is permitted under legislation and regulations and will be paid by the Investment Manager. 'Execution only' financial intermediaries should keep a record of Subscription Forms (both paper and online) submitted bearing their FCA number to substantiate any claim for commission.

Annual trail commission will be paid annually by the Investment Manager in January each year (the first such payment in relation thereto being in January 2023) and further provided that no personal recommendation or financial advice is provided by the financial intermediary to the client (where the client is a UK retail investor). The administration of annual trail commission will be managed by the Investment Manager which will maintain a register of financial intermediaries entitled to trail commission.

For the avoidance of doubt, should an Existing Shareholder decide to seek financial advice from their existing 'execution only' financial intermediary in respect of participating in the Offers, any annual trail commission which is currently being paid to that Shareholder's financial intermediary pursuant to an existing holding in the Companies must cease and either the relevant Company or the Investment Manager must be notified accordingly.

Investors and 'execution only' financial intermediaries should note that annual trail commission will not be payable if the relevant financial intermediary subsequently gives personal recommendations or advice in respect of a holding to a UK retail client. Either the Companies or the Investment Manager must be immediately notified that annual trail commission payments should cease. It is the responsibility of the investor and the financial intermediary to notify the relevant Company if a personal recommendation or advice is given and payments for this (or for any other reason) must cease (though the Companies and the Investment Manager also reserve the right to cease payments if they believe advice may have been given or for any other reason in their absolute discretion).

In respect of existing trail commission arrangements with financial intermediaries, such payments will continue (to the extent permitted under legislation and regulations), but not if (in the case of UK retail clients) subsequent financial advice or personal recommendations in respect of the holding is given. As a result, should an existing Shareholder decide to seek financial advice from their existing 'execution only' financial intermediary in respect of participating in the Offers, any annual trail commission which is currently being paid to that financial intermediary in respect of an existing holding by that Shareholder in the Company must cease and either the relevant Company or the Investment Manager should be notified accordingly (though the Companies and the Investment Manager also reserve the right to cease payments if they believe advice may have been given or for any other reason in their absolute discretion).

If a Shareholder ceases to be a client of an 'execution only' financial intermediary and becomes a client of another 'execution only' intermediary, the new 'execution only' intermediary firm will not be entitled to receive annual trail commission in respect of the client's shareholding, except where the new intermediary has undertaken a business acquisition of the original intermediary firm and a novation agreement (or agreement of similar effect) is in place in respect of the client.

1. The Companies (after consultation with the Investment Manager) may change the arrangements in respect of the Investment Manager and the availability and terms of commission payable and if such changes are made, the relevant Company will release an announcement through a Regulatory Information Service.
1. Where commission is payable, the Investment Manager will collate the Subscription Forms bearing the financial intermediaries' stamps and full address details and calculate and pay the introductory and any annual trail commission payable by the Investment Manager.
1. The Investment Manager may seek confirmation annually from all financial intermediaries receiving commission (both introductory and trail commissions) from the Investment Manager as to their continued ability to receive commission payments. The Investment Manager reserves the right to terminate such commission payments if financial intermediaries do not provide such annual confirmation to the Investment Manager's satisfaction, in its sole discretion.
1. If the Companies are required to publish a supplementary prospectus, subscribers who have yet to be entered on to the relevant Company's register of members will be given two Business Days to withdraw from their application. In the event that notification of withdrawal is given by post, such notification will be effected at the time the subscriber posts such notification rather than at the time of receipt by the relevant Company.

PR (Ann 12) 5.1.10

Pursuant to the UK version of Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (the "UK GDPR") and any equivalent legislation in force from time to time in the United Kingdom (the "data protection laws"), the Company, the Investment Manager, the Receiving Agent and/or the Registrar may hold "personal data" (as defined in the data protection laws) relating to past and present Shareholders.

Personal data held by the Receiving Agent and/or the Registrar may be used to process basic changes to shareholder records, process bank account information for processing dividend payments, and to carry out other ancillary processing functions in order to ensure that the Receiving Agent and/or Registrar is able to discharge their respective contractual obligations; and may be disclosed to any person with legal, administrative or regulatory power over the Receiving Agent and/or Registrar in respect of the services provided by the Receiving Agent and/or Registrar to the Companies, the Receiving Agent's or Registrar's affiliates, including such affiliates which are outside of the UK and the EEA in countries which do not have similar protections in place regarding the information and its use (provided that the Receiving Agent and/or Registrar shall ensure that any affiliates outside the UK and the EEA to whom personal data is disclosed have put in place proper security measures to ensure at least the same level of protection of the personal data as is required under the data protection laws) and to any third parties who are involved in carrying out functions related to the services provided to the Companies.

By becoming registered as a holder of Ordinary Shares, a person becomes a data subject (as defined in the data protection laws) and acknowledges that the processing by the Receiving Agent and/or the Registrar of any personal data relating to them will take place in the manner described above. Processing by the Companies of any personal data relating to such data subjects will be undertaken in accordance with the respective Company's privacy policy. Please refer to the Company's website (www.baronsmeadvcts.co.uk) for a copy of the privacy policy. You have certain rights in relation to your personal information, including the right to receive a copy of the information that is held about you. For more details, please see the privacy notice referred to above.

To the extent permitted by law, all representations, warranties and conditions, express or implied and whether statutory or otherwise (including, without limitation, pre-contractual representations but excluding any fraudulent representations), are expressly excluded in relation to the New Shares and the Offers.
1. The rights and remedies of the Companies and their agents under these terms and conditions of subscription are in addition to any rights and remedies which would otherwise be available to them and the exercise or partial exercise of one will not prevent the exercise of others.
1. The dates and times referred to in these terms and conditions of subscription may be altered by either Company with the agreement of the Investment Manager and the Sponsor.
1. The application of the subscription proceeds is subject to the absolute discretion of the Directors.
1. Without prejudice to any of the foregoing terms set out in this part 8, either Company may make non-material amendments to these terms and conditions of subscription for the purpose of expedient processing of Subscriptions or Subscription Forms, or in order to comply with applicable law and regulation.

Lodging of application forms and dealing arrangements

1. The Offers will open on 5 November 2021 subject to the conditions set out above. The first allotment under the Offers is expected to be on or around 30 November 2021. Thereafter, the Directors reserve the right to allot New Shares at any time whilst the Offers remain open.
1. The Offers will close at 12 noon on 29 March 2022, unless either or both Boards decide to extend the Offer in relation to the relevant Company or the Offers are fully subscribed before this time.
1. The results of the Offers will be announced through a Regulatory Information Service. It is expected that dealings in New Shares issued under each Offer are expected to commence within five Business Days following the allotment of the relevant New Shares.
1. Completed Electronic Subscription Forms must be submitted either directly to the Receiving Agent or via a financial intermediary, by visiting the secure online receiving agent service, ORA at www.baronsmeadvcts.co.uk/vctoffer. Completed paper Subscription Forms may be emailed to [email protected] or posted or delivered by hand to The City Partnership (UK) Ltd, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH. If payment is to be made by cheque or banker's draft this should be attached to the completed Subscription Form. Alternatively, payment can be made by an Electronic Payment.
1. The number of New Shares to be allotted to each Subscriber under the Offers will be determined by dividing their Subscription amount by the Offer Price in relation to the relevant allotment. The Offer Price will be calculated on the basis of the following formula.

Latest published Net Asset Value of an existing Ordinary Share in the relevant Company at the time of the allotment divided by 0.955 (to allow for the costs of the Offer of 4.5 per cent. of the total amount raised under the relevant Offer) rounded up to the nearest 0.1 pence.

The NAV per Ordinary Share used to calculate the Offer Price will be adjusted to reflect any dividend which has been declared by the relevant Company but not yet paid.

The number of New Shares to be issued under the Offers will be rounded down to the nearest whole number (fractions of New Shares will not be allotted). Subscribers must subscribe a minimum of £3,000 in each elected Offer. All Subscriptions will be processed by the Receiving Agent on a "first come, first served" basis. The New Shares to be issued pursuant to the Offers will rank pari passu with the existing Shares (save for any dividends or other distributions declared, made or paid on the Shares by reference to a record date prior to the relevant allotment). Subscribers who are issued New Shares on or prior to 28 January 2022 will be entitled to receive the Final Dividend. For the avoidance of doubt, subscribers who are issued New Shares after 28 January 2022 will not be entitled to receive the Final Dividend in relation to those New Shares.

In the case of Investors requesting share certificates, it is intended that definitive share certificates in respect of New Shares will be despatched by post within 10 Business Days of the allotment of the relevant New Shares. Prior to despatch of definitive share certificates, transfers will be certified against the Register. No temporary documents of title will be issued. Dealings prior to receipt of share certificates will be at the risk of investors. A person so dealing must recognise the risk that an application may not have been accepted to the extent anticipated or at all.
Investors who wish to take advantage of the ability to trade in New Shares in uncertificated form, and who have access to a CREST account, may arrange to have their Offer Shares allotted directly to their CREST account, or subsequently to convert their holdings into dematerialised form in CREST. Share certificates may be registered directly to an investor's nominee company and deposited to CREST, however, applications must be made in the name of the investor, rather than that of the nominee company. investors should be aware that New Shares delivered in certificated form are likely to incur higher dealing costs when sold than those in respect of Offer Shares held in CREST.

Part 9 — Definitions

The following definitions apply throughout this document unless the context otherwise requires:

Admission	the admission of any New Shares to the premium listing segment of the Official List and to trading on the Main Market becoming effective in accordance with the Listing Rules and the admission and disclosure standards of the London Stock Exchange respectively
Adviser Charges	a charge due to a financial intermediary from an investor in relation to the provision of advice and/or related services provided or to be provided by the financial intermediary to such investor in connection with an investment in the Company which is agreed between the financial intermediary and the investor in accordance with applicable laws
AIC	the Association of Investment Companies
AIC Code	the AIC's Code of Corporate Governance for investment companies (February 2019), as amended from time to time
AIFM	an alternative investment fund manager, within the meaning of the UK AIFMD Laws (as applicable)
AIM	the AIM Market operated by the London Stock Exchange
Apex	Apex Fund and Corporate Services (Guernsey) Limited, a company incorporated in Guernsey with registered number 33475
Articles or Articles of Association	the articles of association of the relevant Company, as amended from time to time, as the context requires
Audit Committee	the audit committee of the relevant Board, as further described in Part 7 of this document
Auditors	the auditors of each Company from time to time, being BDO LLP as at the date of this document
Australia	the Commonwealth of Australia, its territories and possessions and all areas under its jurisdiction and political sub-divisions thereof
Baronsmead Second Venture Trust or BSVT	Baronsmead Second Venture Trust plc, a company incorporated in England and Wales with registered number 04115341
Baronsmead Venture Trust or BVT	Baronsmead Venture Trust plc, a company incorporated in England and Wales with registered number 03504214
Beneficial Owner	a person in whom the beneficial ownership of any New Shares is vested or will be vested immediately upon their issue
Boards	the BVT Board and the BSVT Board
BSVT Board	the directors of BSVT or any duly constituted committee thereof
BSVT Directors	the directors of BSVT from time to time

BSVT Illustrative Offer Price	the Offer Price calculated in accordance with the Pricing Formula as set out in this document based on the most recent published NAV per BSVT Share
BSVT Investment Management Agreement	the investment management agreement dated 30 November 2018 (as amended) between BSVT and the Investment Manager, further details of which are set out in paragraph 6.2.1 of Part 7
BSVT Offer	the offer for subscription for New BSVT Shares at the BSVT Offer Price as described in this document
BSVT Offer Price	the subscription price of the New BSVT Shares under the BSVT Offer as calculated in accordance with the Pricing Formula
BSVT Share	an ordinary share of 10 pence each in the capital of BSVT
BSVT Shareholder	a registered holder of BSVT Shares
Business Day	a day (excluding Saturdays, Sundays and public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal business
BVT Board	the directors of BVT or any duly constituted committee thereof
BVT Directors	the directors of BVT from time to time
BVT Illustrative Offer Price	the Offer Price calculated in accordance with the Pricing Formula as set out in this document based on the most recent published NAV per BVT Share

BVT Investment Management Agreement	the investment management agreement dated 30 November 2018 (as amended) between BVT and the Investment Manager, further details of which are set out in paragraph 6.1.1 of Part 7
BVT Offer	the offer for subscription for New BVT Shares at the BVT Offer Price as described in this document
BVT Offer Price	the subscription price of the New BVT Shares under the BVT Offer as calculated in accordance with the Pricing Formula
BVT Share	an ordinary share of 10 pence each in the capital of BVT
BVT Shareholder	a registered holder of BVT Shares
Canada	Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof
certificated or in certificated form	a share or other security which is not in uncertificated form
COB Rules	the Conduct of Business Sourcebook as set out in the FCA Handbook
Collective Investment Vehicles	other funds managed by the Investment Manager
Companies	Baronsmead Venture Trust and Baronsmead Second Venture Trust (and each a "Company")

COVID-19	a novel coronavirus disease, which originally surfaced in Wuhan, China in late 2019
CREST	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended) in respect of which Euroclear is the operator in accordance with which securities may be held in uncertificated form
Directors	the directors of the Companies from time to time, and "Director" shall be construed accordingly
Disclosure Guidance and Transparency Rules	the disclosure guidance and transparency rules made by the FCA, as amended from time to time
Early Bird Rebate	the rebate offered by the Investment Manager to Subscribers on the basis set out in Part 4 of this document and which is paid to Subscribers in the form of additional New Shares issued at the relevant Offer Price
EEA Member States	the member states of the European Economic Area from time to time
Electronic Payment	payment of the total Subscription amount (plus any initial Adviser Charge for facilitation) by electronic bank transfer as detailed at www.baronsmeadvcts.co.uk/vctoffer which payment may be accepted or rejected by the Receiving Agent at its absolute discretion
Electronic Subscription Form	the subscription form relating to Subscriptions for New Shares which may be completed online at www.baronsmeadvcts.co.uk/vctoffer
Eligible Shares	shares which carry no preferential rights to assets on a winding up, no rights to be redeemed and carry no preferential rights to dividends
EU AIFM Delegated Regulation	the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision
EU AIFM Directive	Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, and the EU AIFM Delegated Regulation
EU MiFID II	Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID) and Regulation (EU) No 600/2014 of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (MiFIR), and together with MiFID, MiFID II)
EU PRIIPs Regulation	Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and

	insurance-based investment products (PRIIPs) and its implementing and delegated acts
Euroclear	Euroclear UK & Ireland Limited
European Commission	The European Commission of the European Union
EUWA	European Union (Withdrawal) Act 2018 (as amended)
Existing Shareholder	a holder of Shares in either BVT or BSVT on the date of this document
FATCA	sections 1471 to 1474 of the US Tax Code, known as the US Foreign Account Tax Compliance Act of 2010 (together with any regulations, rules and other guidance implementing such US Tax Code sections and any applicable intergovernmental agreement or information exchange agreement and related statutes, regulations, rules and other guidance thereunder)
FCA	the Financial Conduct Authority in the United Kingdom and/or any successor or replacement body or bodies from time to time
Final Allotment	the allotment of New Shares issued under the Offers anticipated to take place on 1 April 2022
Final Dividend	the final dividend to be paid by each of the Companies following the annual general meetings of the Companies to be held in February 2022
First Allotment	the allotment of New Shares issued under the Offers anticipated to take place on 30 November 2021
Fourth Allotment	the allotment of New Shares issued under the Offers anticipated to take place on 28 February 2022
FSMA	the Financial Services and Markets Act 2000, as amended from time to time
HMRC	HM Revenue & Customs
Illustrative Offer Prices	the BVT Illustrative Offer Price and/or the BSVT Illustrative Offer Price (as the context requires)
Investment Manager or Gresham House	Gresham House Asset Management Limited, a private limited company registered in England and Wales with registered number 09447087
Japan	Japan, its cities, prefectures, territories and possessions
Latest Practicable Date	close of business on 2 November 2021, being the latest practicable date prior to the publication of this document for ascertaining certain information contained in this document
LF Gresham House UK Micro Cap Fund	LF Gresham House UK Micro Cap Fund (formerly named LF Livingbridge UK Micro Cap Fund), an investment company with variable capital incorporated in England and Wales with company number IC000714
LF Gresham House UK Multi Cap Income Fund	LF Gresham House UK Multi Cap Income Fund (formerly named LF Livingbridge UK Multi Cap Income Fund), a sub fund of LF Gresham House Equity Funds, an investment

PR (Ann IV) 4.1

	company with variable capital incorporated in England and Wales with company number IC001084
LF Gresham House UK Smaller Companies Fund	LF Gresham House UK Smaller Companies Fund, a sub fund of LF Gresham House Equity Funds, an investment company with variable capital incorporated in England and Wales with company number IC001084
Link	Link Market Services Limited, a company incorporated in England and Wales with registered number 02605568
Listing Rules	the listing rules made by the FCA under Part VI of FSMA, as amended from time to time
London Stock Exchange	London Stock Exchange plc
Main Market	the main market for listed securities operated by the London Stock Exchange
MAR or Market Abuse Regulation	the UK version of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, which is part of UK law by virtue of the EUWA
MiFID II Product Governance Requirements	has the definition given in the section entitled " Information " in the Part entitled " " Distributors Important Information to of this document
Mobeus VCTs	Mobeus Income & Growth VCT plc, Mobeus Income & Growth 2 VCT plc, Mobeus Income & Growth 4 VCT plc and The Income & Growth VCT plc (and each a Mobeus VCT);
NAV or Net Asset Value	the net asset value of the relevant Company on the relevant date calculated on the basis of the relevant Company's normal accounting policies and principles
NAV per BSVT Share	the net asset value per BSVT Share from time to time, calculated in accordance with the normal accounting policies and principles adopted by BSVT from time to time
NAV per BVT Share	the net asset value per BVT Share from time to time, calculated in accordance with the normal accounting policies and principles adopted by BVT from time to time
NAV Total Return	the NAV total return to the investor, including the original amount invested (rebased to 100 pence per share) from launch, assuming that dividends paid were reinvested at the NAV of the Company at the time the shares were quoted ex-dividend
New BSVT Shares	the new BSVT Shares to be issued pursuant to the BSVT Offer
New BVT Shares	the new BVT Shares to be issued pursuant to the BVT Offer
New Investor	a Subscriber who does not hold BVT Shares or BVST Shares as at the date of this document
New Shares	the new Ordinary Shares to be issued pursuant to the Offers

Nominee	a party who holds, or subscribes for, Shares on behalf of, and as trustee of, a Beneficial Owner
Offer Agreements	the offer agreements entered into on 4 November 2021 between the Investment Manager and BVT and the Investment Manager and BSVT, and "Offer Agreement" shall be construed accordingly
Offers	the offers for subscription of New Shares at the Offer Price as described in this document
Offer Price	the BVT Offer Price and/or the BSVT Offer Price as the context requires
Official List	the official list maintained by the FCA
Opening NAV	the respective Company's Net Asset Value at its immediately preceding financial year end
Ordinary Share or Share	a BVT Share or a BSVT Share as the context requires
Over-allotment Facility	the ability of the Directors of the relevant Company (at their discretion), if the relevant Offer is oversubscribed, to increase the number of New Shares available for subscription under the relevant Offer to raise further amounts under the relevant Offer of up to £12.5 million
Portfolio	the portfolio of investments held by the relevant Company from time to time
Pricing Formula	the formula to be used to calculate the Offer Price of New Shares under each Offer as set out in this document
Prospectus	this document dated 4 November 2021
Prospectus Regulation	the UK version of Regulation (EU) 2017/1129 as amended from time to time and any successor or replacement regulation, which is part of UK law by virtue of the EUWA
Prospectus Regulation Rules	the prospectus regulation rules made by the FCA under Part VI of FSMA, as amended from time to time
Qualifying Company	an unquoted (including AIM-traded) company which satisfies the requirements of Part 4 of Chapter 6 of the Tax Act
Qualifying Investment	shares in, or securities of, a Qualifying Company held by a VCT which meet the requirements of Part 4 of Chapter 6 of the Tax Act
Qualifying Investor	an individual aged 18 or over who satisfies the conditions of eligibility for tax relief available to investors in a VCT
Receiving Agent or City Partnership	The City Partnership (UK) Limited of The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield, HD4 7BH
Registrar or Computershare	Computershare Investor Services PLC, a company incorporated in England and Wales with registered number 3498808
Regulation S	Regulation S under the US Securities Act
Regulatory Information Service or RIS	a regulatory information service approved by the FCA to release regulatory announcements

Republic of South Africa	the Republic of South Africa, its territories and possessions and all areas under its jurisdiction and political sub-divisions thereof
Restricted Jurisdiction	any jurisdiction where local law or regulations may result in a risk of civil, regulatory or criminal exposure or prosecution if information or documentation concerning the Offers (including this document) is sent or made available to a person in that jurisdiction
Risk Finance Guidelines	European Commission guidelines on state aid to promote risk finance investments (2014/C 19/04)
Second Allotment	the allotment of New Shares issued under the Offers anticipated to take place on 22 December 2021
Shareholder	a BVT Shareholder or BSVT Shareholder as the context requires
Sponsor	Dickson Minto W.S.
State Aid	State Aid received by a company as defined in Section 280B (4) of the Tax Act
Sterling or £	pounds sterling, being the lawful currency of the United Kingdom
Subscriber	a person whose name appears as a subscriber in a Subscription Form or Electronic Subscription Form for use in connection with the Offers
Subscription Form	the subscription form for use in connection with the Offers being either (i) the subscription form as set out at the end of this document or (ii) an Electronic Subscription Form, or any amended subscription form
Subscriptions	applications to subscribe made by Subscribers pursuant to the Offers, made by completing a Subscription Form and posting (or delivering) these to the Receiving Agent or as otherwise indicated on the Subscription Form (and each a "Subscription")
Target Market Assessment	has the definition given in the section entitled " Information " in the Part entitled " " Distributors Important Information to of this Prospectus
Takeover Code	the City Code on Takeovers and Mergers
Tax Act	the Income Tax Act 2007, as amended from time to time
Third Allotment	the allotment of New Shares issued under the Offers anticipated to take place on 28 January 2022
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
UK AIFMD Laws	(i) the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) and any other implementing measure which operated to transpose EU AIFM Directive in to UK law before 31 January 2020 (as amended from time to time including by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328)); and

(ii)	the UK versions of the EU AIFM Delegated Regulation
	and any other delegated regulations in respect of the
	EU AIFM Directive, each being part of UK law by virtue
	of the EUWA as further amended and supplemented
	from time to time including by the Alternative
	Investment Fund Managers (Amendment) (EU Exit)
	Regulations 2019 (SI 2019/328), the Technical
	Standards (Alternative Investment Funds
	Management Directive) (EU Exit) Instrument 2019
	(FCA 2019/37) and the Exiting the European Union:
	Specialist Sourcebooks (Amendments) Instrument
	2019 (FCA 2019/25)

UK Code the City Code on Takeovers and Mergers, as amended from time to time

UK GDPR the UK version of the EU GDPR (2016/679) which is part of UK law by virtue of the EUWA, as amended and supplemented from time to time including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019

UK MiFID Laws (i) the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701), The Data Reporting Services Regulations 2017 (SI 2017/699) and the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2017 (SI 2017/488), and any other implementing measure which operated to transpose EU MiFID II in to UK law before 31 January 2020 (as amended and supplemented from time to time including by: (a) Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; (b) The Financial Regulators' Powers (Technical Standards etc.) and Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2019 (SI 2019/576); (c) The Financial Services (Miscellaneous) (Amendment) (EU Exit) Regulations 2019); and (d) The Financial Services (Electronic Money, Payment Services and Miscellaneous Amendments) (EU Exit) Regulations 2019; and
- (ii) the UK version of Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the EUWA, as amended and supplemented from time to time including by: (a) Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; (b) The Financial Regulators' Powers (Technical Standards etc.) and Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2019 (SI 2019/576); (c) The Financial Services (Miscellaneous) (Amendment) (EU Exit) Regulations 2019; and (d) The Financial Services (Electronic Money, Payment Services and Miscellaneous Amendments) (EU Exit) Regulations 2019

UK Money Laundering Regulations The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692) as amended and supplemented from time to time including by the Money Laundering and Transfer of

	Funds (Information) (Amendment) (EU Exit) Regulations 2019
UK PRIIPS Laws	the UK version of the EU PRIIPs Regulation which is part of UK law by virtue of the EUWA, as amended and supplemented from time to time including by the Packaged Retail and Insurance-based Investment Products (Amendment)(EU Exit) Regulations 2019 (February 2019); and the Cross-Border Distribution of Funds, Proxy Advisors, Prospectus and Gibraltar (Amendment) (EU Exit) Regulations 2019
uncertificated or in uncertificated form	a share or other security title to which is recorded in the register of the share or other security concerned as being held in uncertificated form (i.e. in CREST) and title to which may be transferred by using CREST
United States or USA	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction
US Investment Company Act	the United States Investment Company Act of 1940, as amended
US Persons	a US Person within the meaning of Regulation S
US Securities Act	the United States Securities Act of 1933, as amended
US Tax Code	the US Internal Revenue Code of 1986, as amended
VAT	value added tax
VCT or Venture Capital Trust	a venture capital trust as detailed in section 259 of the Tax Act
VCT Value	the value of an investment calculated in accordance with section 278 of the Tax Act

Notes on how to complete the Subscription Form

General Information

Before completing a Subscription Form prospective investors should read the prospectus published by the Companies on 4 November 2021 in full. The Prospectus, Electronic Subscription Forms and additional paper subscription forms are available on the Baronsmead website at www.baronsmeadvcts.co.uk/vctoffer.

Please complete the Subscription Form in full, leaving blank any questions that do not apply to you.

The Investment Manager, the Companies, the Receiving Agent, and RAM Capital cannot accept responsibility if any details provided by you are incorrect.

HM Revenue & Customs may inspect your Subscription Form. It is a serious offence to make a false declaration.

If you are a Nominee applying on behalf of a block of Beneficial Owners, please complete and submit a Subscription Form for each Beneficial Owner with the relevant Nominee details (CREST or otherwise) in Section 4 of the Subscription Form. Subject to the number of Beneficial Owners within the Nominee, the Receiving Agent may configure an Electronic Subscription Form pre-filled with the Nominee's details to expedite the subscription process. Nominees should contact the Receiving Agent regarding the remittance of the associated Subscription monies to ensure compliance with the Offers' Money Laundering Notice.

If you have any questions on how to complete the Subscription Form, please contact the Receiving Agent at [email protected] or on 01484 240 910. Lines are open between 9.00 am – 5.30 pm, Monday to Friday excluding English public holidays. Alternatively, please speak to your financial intermediary.

The closing date for the Early Bird Rebate is 25 November 2021 (for Subscriptions via bank transfer) or 22 November 2021 (for Subscriptions via cheque) (unless fully subscribed earlier).

The closing date for the Offers will be 29 March 2022 (unless fully subscribed earlier).

You may complete and submit your Subscription online via www.baronsmeadvcts.co.uk/vctoffer.

Alternatively, you may complete and send your Subscription Form via email to [email protected] or via post to:

BVT & BSVT Offers, The City Partnership (UK) Ltd, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH.

The Companies recommend that you use first class recorded mail and allow at least two working days for delivery. Subscription Forms submitted (in particular with a cheque) should allow at least three working days for funds to clear.

Note: If there is a query over a Subscription there is no guarantee that it will be resolved in the order of receipt or before any subsequent applications are received/processed. Also, if multiple Subscriptions are received that take the Subscriber's total Subscription over £12,500 and the Subscriber is investing directly via the Investment Manager, further identification and verification checks will need to be carried out. This may delay processing.

Section 1 — Applicant Details

Name and address, etc.

Insert in box 1 in BLOCK CAPITALS your full name, date of birth, National Insurance number, telephone number, email address (if you have one), current address, previous address (if you've been at your current address for less than three years), and non-UK tax residency details.

Details of the privacy policies of each of the Companies and how your personal data is processed can be found on their respective websites. Should the Receiving Agent need to contact you about your Subscription they will need your contact details to enable them to do so.

We are legally required to collect information about the tax residency and classifications of new Shareholders which may be shared with HMRC.

Please indicate whether you are an Existing Shareholder in either or the Companies. If you are an Existing Shareholder in either of the Companies, please enter your Shareholder Reference Number in the relevant box(es). If your existing Shares are held via a nominee, please enter the nominee details in the relevant boxes.

It is very important that you complete this section clearly and accurately, as the Receiving Agent will send an email acknowledgement, or, if no email address is given, a confirmation letter to you at the address shown in this section.

If your Subscription is successful and your New Shares will not be held in a Nominee (CREST or otherwise), your name and address as stated in this section will be entered onto the Register of the Company/ies for which you are subscribing and printed on the tax and Share certificates.

Section 2 — Financial Intermediary

Please tick the relevant box (only one) to confirm if a financial intermediary is associated with your Subscription.

Section 3 — Subscription Amount

Insert the amount of money which you wish to invest. The minimum subscription per investor per Company is £3,000 (excluding any initial Adviser Charge to be facilitated). Income tax relief is available on the total Subscription amount (i.e., excluding any initial Adviser Charge to be facilitated). The maximum investment on which tax reliefs on investments in Venture Capital Trusts is available is £200,000 in any tax year.

In the event that the Offer for one of the Companies for which you have applied has closed, or is deemed closed, at the time your Subscription Form is processed, then you should tick either box (i) if the amount in respect of the closed Offer is to be re-allocated to the Offer by the other Company, irrespective of whether you have applied for that other Offer or box (ii) if the amount in respect of the closed Offer is to be returned to you. If you fail to tick a box, or you tick both boxes, option (ii) will apply and your application monies in respect of the closed Offer will be returned to you.

If the Offers have closed, or are deemed to have closed, by the time your Subscription Form is received then the total amount of your Subscription will be returned to you.

Section 4 — Shareholding Preferences

Please indicate how you would like to receive Shareholder communications.

If you wish for any New Shares for which your Subscription is accepted to be allotted to your Nominee (CREST or otherwise), please provide the Nominee details in the relevant boxes.

Section 5 — Dividends

If you wish that any New Shares for which your Subscription is accepted are issued to your Nominee, please do not complete this section. Please contact your Nominee regarding your dividend options.

For any dividends that may from time to time become due on any New Shares which stand in your name on the Companies' registers, please confirm your payment preference.

If you wish to participate in the Dividend Reinvestment Plan, having first read and understood the terms and conditions of the schemes which can be found on the Companies' website at www.baronsmeadvcts.co.uk, please then tick the appropriate box.

If you wish to receive your dividends by payment to your bank account, please tick the appropriate box and provide your bank or building society details in the space provided. Dividends paid directly into your account will be paid in cleared funds on the dividend payment date. Your bank or building society statement will identify details of the dividends as well as the dates and amounts paid.

If you do not confirm a dividend preference, your dividends will be paid by cheque. Cheques will be sent to the Shareholder's registered address using the standard mail delivery at the Shareholder's own risk. The Companies' Registrar will charge administration fees for re-issuing cheques.

Please note that if you are an Existing Shareholder:

For any New Shares in respect of which your application is accepted under the Offers and allotted to your existing holding(s), where you request to participate in the DRIP in respect of the New Shares so allotted, your dividend preference will apply to your total shareholding in the Companies.
Any request to be removed from existing participation in the Companies' DRIP should be made in writing directly to the Registrar, Computershare Investor Services PLC. Completion of Section 5 of the Subscription Form will not result in automatic removal from the DRIP in respect of your existing holdings(s).

Section 6 — Payment

Payment can be made by electronic transfer (to the Bank of Scotland plc account details of which are set out on Section 6 of the Subscription Form), cheque or banker's draft. Your payment must relate solely to this Subscription and be for the total Subscription amount in Section 3 plus any initial Adviser Charge for facilitation in Section 9.

To pay by cheque or banker's draft, please send the cheque or banker's draft to the Receiving Agent (with the Subscription Form if you have not applied online or emailed the Subscription Form to the Receiving Agent) at the address provided. The cheque should be made payable to "City-Baronsmead VCTs-Segregated" and crossed "A/C Payee only".

Cheques may be presented for payment on receipt. Subscription Forms accompanied by a post-dated cheque will not be accepted.

Receipt of your Subscription Form (online, email, or post) will be acknowledged by the Receiving Agent by email (if you have provided an email address in Section 1) or post. Further, if you have provided an email address in Section 1, you will also receive confirmation of receipt of payment from the Receiving Agent once the monies have been matched to your Subscription Form.

Your electronic transfer, cheque or banker's draft must be drawn in sterling from an account with a United Kingdom regulated credit institution which is in the sole or joint name of the Subscriber and must bear, if a cheque, the appropriate sort code in the top right-hand corner.

Your payment, whether via electronic transfer or cheque, must also include a reference comprising your initials and telephone number provided in Section 1. Please enter this reference in the payment reference field on the electronic transfer payment instruction or on the back of the cheque.

For example, the payment from Ms Jane Marie Bloggs with telephone number 0123 456 7891, should have a reference of JMB01234567891.

Regardless of your payment method, please provide the details of the remitting bank account to allow the Receiving Agent to match, reconcile, and confirm receipt of your monies. Verification of your bank account also forms part of the Company's checks under the UK Money Laundering Regulations.

The Receiving Agent cannot take responsibility for correctly identifying payments without a reference nor where a payment has been received but without an accompanying Subscription Form. The right is reserved to reject any Subscription in respect of which the Subscriber's electronic transfer, cheque or banker's draft has not been cleared on first presentation. Any monies will be returned by a BACS credit to the remitting account, at the risk of the persons entitled thereto.

Section 7 — Applicant Declaration

You must sign, state your name, and date the Subscription Form in Section 7. By signing and dating the Subscription Form you agree to invest in the Companies in accordance with the Terms and Conditons of Subscription as set out on pages 103 to 108 of the Prospectus.

If this section of the Subscription Form is not signed the Receiving Agent will not be able to process your Subscription and your Subscription monies will be returned to you.

Section 8 — Financial Intermediary Details

Intermediaries must give (in BLOCK CAPITALS) in Section 8 the name of the network firm to which they are associated (if applicable), the name of their firm, the firm's full address, the individual adviser's/intermediary's name, FCA number (or equivalent), partner reference (if applicable), email address, administrative contact name and telephone number. The right is reserved to reject any application or withhold any payment of fees or commission if the Companies are not, at their sole discretion, satisfied that the intermediary is authorised or is unable to identify the intermediary based on information provided.

Section 9 — Financial Intermediary Remuneration

Intermediaries must complete A or B (not both).

Please tick box (A) if you have provided financial advice to your client, who is not a Professional Client (as per COBS 3.5) and have agreed on an initial Adviser Charge (nil or otherwise) which complies with COBS 6.1A. Please enter the initial Adviser Charge for facilitation in the box provided. If you do not want the Companies to facilitate payment of the initial Adviser Charge, or you have made alternative arrangements, please enter "0" if NIL.

Please tick box (B) if your financial intermediary firm is entitled to receive commission in accordance with COBS 2.3/2.3A and any other applicable FCA regulations. Initial commission may be waived (a maximum of 1.5 per cent. of the total Subscription amount) for the benefit of your client. Please insert the amount of initial commission you wish to be waived in the box provided (please enter "0" if NIL)

Please confirm the bank account into which any Adviser Charge or initial commission payments associated with the application should be paid by BACS.

Should you wish the Receiving Agent to carry a reference against any initial Adviser Charge or commission payment associated with the Subscription, please provide it in the box provided.

If you would like your firm's finance department to receive a copy of a statement detailing the initial Adviser Charge or commission payment(s) due to your firm, please provide the relevant email address in the box provided.

Section 10 — Financial Intermediary Declaration

An individual with the authority to sign on behalf of the financial intermediary firm detailed in Section 8 should sign and date the application form in Section 10.

Administration of Shareholder Account

Existing Shareholders

Existing Shareholders' dividend payment/reinvestment details and shareholder communications preferences will not be altered as a result of New Shares being issued to them. Should an Existing Shareholder wish to change any of the existing instructions with regard to the administration of the Existing Shareholder account(s) they should do so separately by writing to the Registrar, Computershare Investor Services PLC, Bridgwater Road, Bristol BS99 6ZZ, or by going to https://www.investorcentre.co.uk.

New investors

New investors should complete section 5 of the Subscription Form if you want any future dividends paid directly into your bank or building society account. Dividends paid by cheque will be sent to the Shareholder's registered address using the standard mail delivery at the Shareholder's own risk. The Registrar will charge administration fees for re-issuing any cheques that are not presented for payment. New investors may also elect in section 5 for their dividends to be reinvested.

Common Reporting Standards

From 1 January 2016 VCTs, along with investment trusts, are required to report the tax residence of their shareholders. Investors who are not already on the register of members of the relevant Company and who hold their Shares in certificated form, will be sent a document along with their share certificate in the relevant Company which those Shareholders should complete and return to the Registrar.

Money Laundering Notice — Important Procedures for Subscriptions for more than £12,500

In accordance with the UK Money Laundering Regulations, the identity of all Subscribers must be verified before New Shares can be allotted. This is a routine step associated with the Subscription process and ensures that (i) Subscribers are who they say they are; and (ii) Subscription monies have not been acquired illegally and there is no attempt to use the Companies and the Receiving Agent as part of criminal activity.

Please note that New Shares cannot be allotted if the Receiving Agent is unable to verify the Subscriber's identity, and the Subscription may ultimately be treated as invalid, and funds returned.

For Subscriptions made via a financial intermediary the intermediary should complete verification of the Subscriber. By signing the Subscription Form, the financial intermediary confirms that they have verified the identity of the Subscriber and that if the Companies, Investment Manager and/or the Receiving Agent request additional information in connection with that verification, they will provide it within two Business Days of receiving the request.

For direct Subscriptions which are above £12,500 (for single or linked Subscriptions), the Receiving Agent will use the Subscriber's personal information from the Subscription Form to verify their identity through Veriphy, a specialist anti-money Laundering ("AML") compliance solution provider. Veriphy's AML checks include identity and UK address validation as well as integral mortality, departure, sanction, and politically exposed person searches. Veriphy's checks have no impact on a Subscriber's credit score or their ability to obtain credit.

In the small number of cases where Veriphy is unable to verify the Subscriber's identity sufficiently, the Receiving Agent will need the Subscriber to supply evidence of their identity and will contact the Subscriber (or their financial intermediary if applicable) to request copies of the relevant documents (typically, an original or certified copy of a passport or driving licence, as well as a recent bank statement or utility bill) and explain how they should be provided. Please note that failure to provide satisfactory evidence following such a request may result in a delay in processing a Subscription or, at the point of the Offers closing to Subscriptions, the Subscription being treated as invalid and funds returned.

Please Note: The Companies and the Receiving Agent may, in their absolute discretion, and regardless of the Subscription amount and/or the involvement of a financial intermediary, require identity verification.

What Happens Next?

When will I receive acknowledgement of my Subscription and payment?

Subscriptions – all Subscriptions, whether made online or submitted by email or post, will receive an acknowledgement from the Receiving Agent. If the Subscriber has provided an email address (in Section 1 of the Subscription Form), the Receiving Agent will send the Subscriber an email acknowledging receipt of the Subscription, together with a PDF copy of the Subscription Form. An email acknowledgment will also be issued to any applicable financial intermediary.

An acknowledgement is only issued when a Subscription Form is valid in all respects. Where applicable, the Receiving Agent will attempt to contact the Subscriber (or intermediary) to resolve any missing or invalid information. If a Subscriber email address has not been provided, the Receiving Agent will send a letter.

Payments – if the Subscriber has provided an email address on the Subscription Form, the Receiving Agent will send an email acknowledging receipt of payment to the Subscriber once the payment has been matched to the Subscription Form (please note that, in respect of a cheque payment, an acknowledgement is only issued when the cheque has cleared). An email acknowledgment will also be issued to any applicable financial intermediary of receipt of their client's payment.

For email acknowledgements, Subscribers and financial intermediaries should also check junk and spam email folders. If an acknowledgement is not received, Subscribers and financial intermediaries can contact the Receiving Agent on 01484 240 910 (9.00 a.m. to 5.30 p.m., Monday to Friday excluding English public holidays) or at [email protected].

Please note that a Subscriber or financial intermediary will not receive any further communications from the Receiving Agent between the acknowledgement email/letter and the issue of share and tax certificates, other than where the Receiving Agent needs to request additional information (including to verify the Subscriber's identity) or monies to process the Subscription.

When will I receive my New Shares?

Depending on when your completed Subscription Form is received, it is anticipated that New Shares will be allotted on:

30 November 2021 in relation to the First Allotment;
22 December 2021 in relation to the Second Allotment;
28 January 2022 in relation to the Third Allotment;
28 February 2022 in relation to the Fourth Allotment; and
1 April 2022 in relation to the Final Allotment.

When will I receive my tax/share certificates?

An income tax relief certificate (in respect of each Company which, for the avoidance of doubt, will exclude any initial Adviser Charge for facilitation) will be issued by the Receiving Agent, by email, together with a summary of allotment details within two Business Days of the relevant allotment. Where an email address has not been provided, a hard copy certificate will be posted within ten Business Days of the allotment. Where a Subscription has been made through a financial intermediary, an allotment summary will be issued to the intermediary within ten Business Days of the allotment by email to the address provided by the financial intermediary in the Subscription Form.

A share certificate (in respect of each Company) for the New Shares will be posted by the Registrar within ten Business Days of each allotment, so Shareholders should expect to receive the certificate(s) within 14 Business Days of an allotment. A Shareholder who has their New Shares credited to CREST will have their CREST account credited within ten Business Days.

When will financial intermediaries receive fee/commission statements?

Any initial adviser charge or commission, due to be paid to a financial intermediary in connection with a Subscription, can only be paid by the Receiving Agent to a financial intermediary whose bank account details are provided in the Subscription Form, and will be paid by BACS bank transfer within five Business Days following an allotment. Note that, where a Subscription is split between VCTs, only the pro rata part of any adviser charge or commission will be paid as is applicable for each allotment. The financial intermediary will also receive a confirmation of such payments and the related Subscribers.

When are dividends paid by the Companies?

The Boards of the Companies will, wherever possible, seek to pay two dividends to Shareholders in each calendar year, typically an interim dividend in September and a final dividend following the annual general meeting in February or March.

When will I receive accounts from the Companies?

The accounting reference date for the Companies is 30 September and annual accounts are usually dispatched in December. The half yearly accounts for the six month period to 31 March are dispatched in May/June.

Subscription Form for the Offers

If you are in any doubt about the action to take you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial intermediary authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.

Before completing this Subscription Form you should read the prospectus published by Baronsmead Venture Trust plc and Baronsmead Second Venture Trust plc (the "Companies") dated 4 November 2021 (the "Prospectus") (copies of which can be downloaded from www.baronsmeadvcts.co.uk), in particular the Risk Factors, the Terms and Conditions of Subscription under the Offers and the Notes on how to complete the Subscription Form. Definitions used in the Prospectus apply herein, unless otherwise stated. The Investment Manager, the Companies, the Receiving Agent, and RAM Capital cannot accept responsibility if any details provided by you are incorrect.

HM Revenue & Customs may inspect this Subscription Form. It is a serious offence to make a false declaration.

How to apply

✂

If you are a Nominee applying on behalf of Beneficial Owners, please complete and submit a Subscription Form for each Beneficial Owner with the relevant Nominee details (CREST or otherwise) in Section 4 of the Subscription Form. Subject to the number of Beneficial Owners within the Nominee, the Receiving Agent may configure an Electronic Subscription Form pre-filled with the Nominee's details to expedite the subscription process. Nominees should contact the Receiving Agent regarding the remittance of the associated Subscription monies to ensure compliance with the Offers' Money Laundering Notice.

This Subscription Form allows applicants to subscribe for New Shares in one or both Companies. The closing date for the Early Bird Rebate is 25 November 2021 (for Subscriptions via bank transfer) or 22 November 2021 (for Subscriptions via cheque) (unless fully subscribed earlier and subject to a maximum aggregate subscription amount under the Early Bird Rebate of £7.5 million per Company) and the closing date for the Offers will be 29 March 2022 (for Subscriptions via bank transfer) or 24 March 2022 (for Subscriptions via cheque) (unless fully subscribed earlier).

You can apply to participate in the Offers using one of the following methods:

Online: online Subscriptions can be made using the Companies' secure online receiving agent service, ORA, at www.baronsmeadvcts.co.uk/vctoffer; or
Email: Subscriptions can be made by email by completing this form and sending it to [email protected]; or
Post: postal Subscriptions can be made by completing this form and sending it to BVT & BSVT Offers, The City Partnership (UK) Ltd, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH.

Please Note: If there is a query over a Subscription there is no guarantee that it will be resolved in the order of receipt or before any subsequent Subscriptions are received/processed. Also, if multiple Subscriptions are received that take the total subscription amount over £12,500 and the Subscriber is investing directly via the Investment Manager, further identification and verification checks will need to be carried out. This may delay processing.

Section 1 — Applicant Details

Personal details

Title
Forename(s)
Surname
Date of Birth
National Insurance Number

Telephone Number

Should we need to contact you regarding your application, we would like to do so by telephone. Please provide your telephone number below. We also ask that you use this telephone number as part of your subscription payment reference.

Telephone Number
------------------

Email Address

Regarding this application, the Receiving Agent would like to issue, via email, an acknowledgement of receipt, a confirmation of receipt of monies, and if the Companies accept your application, a confirmation of allotment and an income tax relief certificate.

If you would like to receive email correspondence from the Receiving Agent, please provide your email address below. Alternatively, the Receiving Agent will send the relevant correspondence to you in the post.

For applications accepted under the Offers, the Companies' Registrar will send the associated share certificates in the post (if applicable).

Current address

Address 1
Address 2
Address 3
City
Country
Postcode

For anti-money laundering purposes, if you have lived at your current address for less than three years, please provide you previous address below:

Address 1
Address 2
Address 3
City
Country
Postcode

Non-UK tax residency details

Please list below any country(ies), other than the UK, in which you are resident for tax purposes and the relevant Taxpayer Identification Number (TIN)

Country	TIN/Equivalent
Country	TIN/Equivalent
Country	TIN/Equivalent

The Companies may, if necessary, disclose information to HMRC and the IRS to satisfy their respective FATCA and/or CRS obligations.

Existing Shareholder

✂

If you are an existing Shareholder in the Companies (either or both), please provide the associated Shareholder Reference Number(s) below:

BVT Shareholder Reference Number
BSVT Shareholder Reference Number

If your existing Shares are held by a nominee (CREST or otherwise), please provide the following details as applicable:

CREST Participant ID
CREST Member Account ID
Nominee Name

Section 2 — Financial Intermediary

Please indicate if a financial intermediary firm is associated with your Subscription Form:

Yes, the financial intermediary firm detailed in Section 8 is associated with my Subscription Form.

No, a financial intermediary firm is NOT associated with my Subscription Form. I am a direct Investor.

Section 3 — Subscription Amount

The minimum investment amount per investor per Company is £3,000 (excluding any initial Adviser Charge to be facilitated in Section 9).

Income tax relief is available on the total subscription amount (i.e., excluding any initial Adviser Charge to be facilitated in Section 9).

I hereby offer to invest the following amount(s) (excluding any initial Adviser Charge to be facilitated as set out in Section 9) in Sterling for New Shares at the Offer Price on the Terms and Conditions of the Offer – if you are not investing in one of the Companies, please enter "0" in the associated box:

	Tax Year 2021/22
BVT Offer (£)
BSVT Offer (£)
Total subscription amount (£)

Reallocation/Return Instructions

If an Offer for which you have applied has closed, or is deemed closed, at the time your Subscription Form is processed, the Receiving Agent will automatically allocate your Subscription to the other Company's Offer (if possible).

Please tick here if you do not want this to happen.

Section 4 — Shareholding Preferences

Communications

The Companies would like to communicate with you electronically in respect of your shareholding in the Companies. This means that you will receive either (i) notifications by email or (ii) notifications by letter notifying you that information and/or documents are available on the Companies' website and how they can be accessed or (iii) hard copy documents by post.

In respect of your shareholdings in the Companies, how would you like the Companies to communicate with you?

Notifications by email to the email address provided in Section 1

You have the right to opt out of electronic communication at any time and to revert to paper format by contacting Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ.

Notifications by letter to the address provided in Section 1

Hard copy documents by post to the address provided in Section 1

If you do not confirm a communications preference above and you are a registered holder of New Shares, the Companies will send notifications to you by post to the address in Section 1.

Nominees

✂

If you wish for any New Shares in respect of which your Subscription is accepted to be allotted to your nominee, please provide the relevant details below:

CREST Participant ID
CREST Member Account ID
Nominee Name
Nominee Contact Name
Nominee Contact Telephone Number
Nominee Contact Email Address
Address 1
Address 2
Address 3
City
Country
Postcode

Section 5 — Dividends

If you wish that any New Shares for which your application is accepted are issued to your nominee, please do NOT complete this section. Please contact your nominee regarding your dividend options.

Payment preference

For any dividends that may from time to time become due on any New Shares which stand in your name on the Companies' registers, please confirm your payment preference.

Please note that if you are an existing Shareholder, for any New Shares in respect of which your Subscription is accepted under the Offers and allotted to your existing holding(s), your selection will apply to your total shareholding in the Companies. In addition, any request from an Existing Shareholder to be removed from existing participation in the Companies' DRIP should be made in writing directly to the Registrar, Computershare Investor Services PLC. Completion of this Section 5 will not result in automatic removal from the DRIP in respect of your existing holdings(s).

I wish to participate in the Dividend Reinvestment Plan, and I hereby accept its terms and conditions as detailed on the Companies' website at www.baronsmeadvcts.co.uk.

Investors should also note that income tax relief will not be available on Shares issued in relation to the dividends that are reinvested and that the dividends that are reinvested will not count towards the £200,000 investment limit in relation to the income tax relief.

I wish to receive cash dividends paid directly to my bank account

Dividend bank mandate

Please provide the details of the bank account into which you wish the Companies to pay any dividends that may from time to time become due on any New Shares now standing or which may hereafter stand, in your name on the Companies' registers.

The bank account should be held at a UK regulated credit institution and in your name (sole or joint).

Account in name of
Sort Code
Account Number

Section 6 — Payment

With reference to the following details, please tick (A) or (B) below:

Applications will not (unless otherwise agreed by the Companies) be regarded as valid unless cleared funds are received in respect of the application. Applications with cleared funds will be given priority.

(A) Bank Transfer

I will pay by electronic bank transfer and reference my payment using my initials and telephone number (alphanumeric, no spaces) provided in Section 1.

The bank account to which you should remit the total subscription amount in Section 3 plus any initial Adviser Charge for facilitation in Section 9 is as follows:

Bank name:	The Bank of Scotland plc
Account name:	City-Baronsmead VCTs-Segregated
Account number:	22344767
Sort Code:	80-22-60

(B) Cheque

I will post a cheque or banker's draft, made payable to "City-Baronsmead VCTs-Segregated", crossed "A/C Payee only" and reference the back of cheque with my initials and telephone number (alphanumeric, no spaces) provided in Section 1.

The cheque should be for the total subscription amount in Section 3 plus any initial Adviser Charge for facilitation in Section 9 and sent to:

BVT & BSVT Offers The City Partnership (UK) Ltd The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH

Remitting bank account details

Regardless of your payment method, please provide the details of the remitting bank account to allow the Companies' Receiving Agent to match, reconcile, and confirm receipt of your monies. Verification of your bank account also forms part of the Companies' checks under the UK Money Laundering Regulations.

Unless your Nominee, intermediary, or investment platform has pre-agreed alternative arrangements with the Receiving Agent, the bank account should be Sterling denominated, held at a UK regulated credit institution and in your name (sole or joint) – the Companies do NOT accept payments from business accounts or third parties, including a spouse/civil partner.

Account in name of
Sort Code
Account Number

Section 7 — Applicant Declaration

✂

By signing this Subscription Form, I hereby irrevocably declare that:

1. I have decided to invest on the basis of the information in the Prospectus and Key Information Document (KID);
1. I agree to be bound by the Terms and Conditions of Subscription set out in the Prospectus;
1. I have provided accurate information, to the best of my knowledge;
1. I agree to the Companies facilitating payment of my financial intermediary's fees and charges as set out in this Subscription Form;
1. I hereby authorise the Companies to provide, to the financial intermediary noted in Section 8 upon request, information regarding my shareholdings in the Companies (including any existing Shares) for which I have applied. This authority shall remain in effect until I revoke such authority by informing the Companies in writing. This authority only extends to the provision of information regarding my shareholding, and I understand that my financial intermediary will be unable to instruct any register changes or transactions on my behalf.
I consent to the Companies or a third party acting on the Companies' behalf, undertaking an online identity check for the purposes of the UK Money Laundering Regulations.

Print Name
Signature
Date

Section 8 — Financial Intermediary Details

Network Firm Name (if applicable)
Network Firm FCA Number (if applicable)
Firm Name
Firm FCA Number
Firm Address 1
Firm Address 2
Firm Address 3
Firm City
Firm Country
Firm Postcode
Individual Adviser/Intermediary Name
Individual Adviser/Intermediary FCA No. (or equivalent)
Individual Adviser/Intermediary Partner Reference (if applicable)

The Receiving Agent will acknowledge receipt of your client's application and confirm when your client's monies clear the Offers' bank account by email. Please provide your email address below:

Individual Adviser/Intermediary Email Address
--------------------------------------------------	--

Should the Companies or the Receiving Agent need to contact your firm regarding this application, please provide the relevant administrative contact details below:

Administrative Contact Name
Telephone Number

Section 9 — Financial Intermediary Remuneration

Please complete either (A) or (B) below:

✂

(A) Initial Adviser Charge

I have provided financial advice to my client, who is not a Professional Client (as per COBS 3.5) and have agreed on the following initial Adviser Charge which complies with COBS 6.1A

Please enter the initial Adviser Charge for facilitation in the box below. If you do NOT want the Companies to facilitate payment of the initial Adviser Charge, or you have made alternative arrangements, please enter "0" if NIL.

Initial Adviser Charge for facilitation (£)

(B) Initial Commission (execution only intermediaries)

We confirm and warrant to the Companies that we are entitled to receive commission in accordance with COBS 2.3/2.3A and any other applicable FCA regulations.

Initial commission may be waived (a maximum of 1.5% of the total subscription amount) for the benefit of your client. Please insert the amount of initial commission you wish to be waived in the box below (please enter "0" if NIL):

Initial commission waived (%) (% of total subscription amount)

Subject to applicable law and regulation and provided that (i) you continue to act for the Subscriber, (ii) you remain eligible to receive commission in accordance with applicable law and regulation, and (iii) the Subscriber continues to be the beneficial owner of the New Shares, you will usually be paid an annual trail commission of 0.5% of the Subscriber's total Subscription for a maximum of five years (subject to a maximum cumulative trail commission of 2.5%).

Trail commission payments associated with Subscriptions under the Offers will commence in January 2023 and annually thereafter until January 2027. It will be each financial intermediary's responsibility to inform the Companies and the Investment Manager that they are no longer entitled to receive such commission payments in advance of any such payment being made.

Fee/commission payment administration

Please confirm the bank account into which any Adviser Charges or commission payments (initial and trail) associated with this application should be paid by Bacs:

Account in name of
Sort Code
Account Number

Regarding any New Shares for which your client's application is accepted, the Receiving Agent will send an allotment confirmation email and fee/commission statement to you. Payment of the initial Adviser Charge or initial commission will follow the allotment of New Shares. As noted above, trail commission payments will commence in January 2023 and annually thereafter until January 2027.

Should you wish the Receiving Agent to carry a reference against any initial Adviser Charge or commission payment associated with this application, please provide it below:

	Payment reference
--	-------------------	--

Firm's Finance Department Email Address
--------------------------------------------	--

Section 10 — Financial Intermediary Declaration

By submitting this Subscription Form, we, the financial intermediary firm identified in Section 8 confirm that:

1. We have read and understood, and agree to be bound by, the Offer Terms and Conditions of Subscription set out in the Prospectus and as further set out in this Subscription Form;
1. We have applied customer due diligence measures on a risk sensitive basis in respect of the Subscription to the standard required by the ML Regulations within the guidance for the UK financial sector issued by the Joint Money Laundering Steering Group and in the event that the Companies, the Investment Manager and/or the Receiving Agent require additional information in order to accept the Subscription, we will provide it to them within two Business Days of receiving their request;
1. Where we have provided advice to the applicant in connection with an investment in the Companies, such investment is considered to be a suitable investment for the applicant in their current circumstances;
1. Our details included in this Subscription Form are true and accurate;
1. We undertake to forthwith notify the Companies of any changes to our details provided above and/or if the applicant ceases to be our client in respect of his or her investment in the Companies;
1. Where we have completed this Subscription Form on behalf of the applicant, we confirm that the applicant has given us the authority to do so; and
1. I confirm that I have the authority to sign this declaration on behalf of the financial intermediary firm detailed in Section 8.

Name of Authorised Signatory
Signature
Date

Tel: 020 3875 9862 Email: [email protected]

Tel: 020 3006 7530 Email: [email protected]

AI Terminal

BARONSMEAD SECOND VENTURE TRUST PLC

4806_prs_2021-11-09_a143e774-05cd-469b-a509-02eb08000717.pdf

Baronsmead Venture Trust plc

Baronsmead Second Venture Trust plc

Offers for Subscription to raise up to £50 million in aggregate, together with an Over-allotment Facility to raise up to a further £25 million

Sponsored by Dickson Minto W.S.

Contents

Summary

Introduction and Warning

Name and ISIN of securities

Identity and contact details of the issuer

Identity and contact details of the competent authority

Date of approval of the prospectus

Warning

Key Information on the Issuers

Who are the issuers of the securities?

Details of the Companies

Principal activities

Major Shareholders

Directors and Investment Manager

What is the key financial information regarding the issuers? BVT

Information relevant to closed-end funds

Income statement for closed-end funds

Balance sheet for closed-end funds

BSVT

Information relevant to closed-end funds

Income statement for closed-end funds

Balance sheet for closed-end funds

What are the key risks that are specific to the issuers?

Key Information on the Securities

What are the main features of the securities?

Details of the securities

Rights attached to the securities

Dividend policy

Where will the securities be traded?

What are the key risks that are specific to the securities?

Key Information on the offer of securities to the public

Under which conditions and timetable can I invest in these securities?

General terms of the Offers

Latest published Net Asset Value of an existing Ordinary Share in the relevant Company at the time of the allotment divided by 0.955 (to allow for the costs of the Offer of 4.5 per cent. of the total amount raised under the relevant Offer) rounded up to the nearest 0.1 pence.

Expected timetable

Details of Admission

Distribution

Dilution

Expenses of the Offers

Early Bird Rebate

Commission

Non-advised Subscriptions

Advised Subscriptions

Direct Subscriptions

Why is this prospectus being produced?

Reasons for the Offer and use of proceeds

Conflicts of interest

Risk Factors

Risks relating to Venture Capital Trusts

Changes to governmental, economic, fiscal, monetary or political policy

Loss of tax reliefs

State aid

Discount

Liquidity

Specific risks relating to the Companies

The Portfolios

Unquoted investments

AIM-traded companies

Valuations of unquoted investments

Realisation of investments

Deployment of Offer proceeds

Reliance on key individuals of the Investment Manager

Conflicts of interest

Investment allocation

Third party service providers

COVID-19 pandemic

Important Information

General

Information to distributors

Regulatory status of the Ordinary Shares

UK PRIIPS Laws

Data protection

Presentation of information