Prospectus • Jun 10, 2025
Prospectus
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IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (''FSMA'').
THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS REGULATION RULES MADE UNDER FSMA (THE "PROSPECTUS REGULATION RULES") AND HAS BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (''FCA'') IN ACCORDANCE WITH FSMA AND CONSTITUTES A SUPPLEMENTARY PROSPECTUS (THE "SUPPLEMENTARY PROSPECTUS") ISSUED BY PRAETURA GROWTH VCT PLC (THE "COMPANY"). THIS SUPPLEMENTARY PROSPECTUS IS SUPPLEMENTAL TO AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED 8 NOVEMBER 2024 ISSUED BY THE COMPANY (THE "PROSPECTUS"), SUCH PROSPECTUS CONTAINING AN OFFER FOR SUBSCRIPTION (THE "OFFER") OF NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY ("NEW SHARES"). EXCEPT AS EXPRESSLY STATED HEREIN, OR UNLESS THE CONTEXT OTHERWISE REQUIRES, THE DEFINITIONS USED OR REFERRED TO IN THE PROSPECTUS ALSO APPLY IN THIS SUPPLEMENTARY PROSPECTUS.
THE FCA ONLY APPROVES THIS SUPPLEMENTARY PROSPECTUS AS MEETING THE STANDARDS OF COMPLETENESS, COMPREHENSIBILITY AND CONSISTENCY IMPOSED BY THE UK VERSION OF REGULATION (EU 2017/1129) AND SUCH APPROVAL SHOULD NOT BE CONSIDERED AN ENDORSEMENT OF THE SECURITIES OR THE ISSUERS THAT ARE THE SUBJECT OF THE PROSPECTUS.
PERSONS RECEIVING THIS DOCUMENT SHOULD NOTE THAT HOWARD KENNEDY CORPORATE SERVICES LLP IS ACTING FOR THE COMPANY AND NO-ONE ELSE IN CONNECTION WITH THE OFFER AND THIS SUPPLEMENTARY PROSPECTUS AND, SUBJECT TO ITS RESPONSIBILITIES AND LIABILITIES IMPOSED BY FSMA OR THE REGULATORY REGIME ESTABLISHED THEREUNDER, WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF HOWARD KENNEDY CORPORATE SERVICES LLP OR FOR PROVIDING ADVICE IN CONNECTION WITH THE OFFER. HOWARD KENNEDY CORPORATE SERVICES LLP IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY.
THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE UK VERSION OF REGULATION (EU 2017/1129) (THE "UK PROSPECTUS REGULATION"), ENGLISH LAW AND THE RULES OF THE FCA AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD BE DISCLOSED IF THIS DOCUMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF A JURISDICTION OUTSIDE ENGLAND.
The Company and the Directors of the Company accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Supplementary Prospectus is in accordance with the facts and this Supplementary Prospectus makes no omission likely to affect its import.
(Incorporated in England and Wales with registered number 14525115)
The publication of this Supplementary Prospectus is a regulatory requirement under the Prospectus Regulation Rules and Section 87G of FSMA following the publication of the annual report and accounts of the Company for the year ended 31 January 2025 on 30 May 2025. The Prospectus Regulation Rules and section 87G of FSMA require the issue of a supplementary prospectus if, in the relevant period (being, for these purposes, the period from the date of approval of the Prospectus by the FCA to the later of the closure of the Offer and the time when trading in the New Shares issued under the Offer on the London Stock Exchange begins), there exists or is noted a significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus relating to the Offer. This Supplementary Prospectus has been approved for publication by the FCA.
Save as otherwise amended in this Supplementary Prospectus, the Offer is being made on the terms and subject to the conditions set out in full in the Prospectus. In accordance with Prospectus Regulation Rule 3.4.1 and Article 23(2) of the UK Prospectus Regulation, Investors who have already submitted applications for New Shares which have been received on behalf of the Company and who have not yet received an allotment of New Shares with regard to such applications may withdraw such applications, with the Company accepting withdrawals of such applications until 5 p.m. on 10 June 2025. Investors should seek their own legal advice in regard to such withdrawal rights. Investors who wish to withdraw their applications under the Offer should contact Praetura Ventures Limited at Level 8 Bauhaus, 27 Quay Street, Manchester, England, M3 3GY on telephone number 0161 250 3838or by email on [email protected] and its website is https://www.praeturainvestments.co.uk (no investment advice can be given). Withdrawals of applications can be made by telephone or by email.
Copies of this Supplementary Prospectus and the Prospectus may be viewed on the National Storage Mechanism (NSM) of the FCA at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, and this Supplementary Prospectus and the Prospectus are available free of charge from the offices of the Company's investment manager, Praetura Ventures Limited, at Level 8 Bauhaus, 27 Quay Street, Manchester, England, M3 3GY, and the Company's website: https://www.praeturainvestments.co.uk.
On 30 May 2025, the Company announced its financial results for the year ended 31 January 2025 (the "Accounts"). The Company's auditor, MHA Audit Services LLP, has reported on the Accounts without qualification and without statements under sections 495 to 497 of CA 2006.
The Accounts were prepared in accordance with Financial Reporting Standard 102, and with the Companies Act 2006 and in accordance with the statement of recommended practice ("SORP") issued by the Association of Investment Companies ("AIC") in July 2022. The Accounts contain a description of the Company's financial condition, changes in financial condition and results of operation for the financial year ended 31 January 2025 and are being incorporated by reference into this Supplementary Prospectus. In the Accounts, the Company reported that as at 31 January 2025 its net assets were £3,673,427, giving a net asset value per Share of 92.88p.
Copies of the Accounts can be obtained free of charge from the offices of the Company's investment manager, Praetura Ventures Limited, and are available on the Company's website (https://www.praeturainvestments.co.uk). The parts of the Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.
To the extent that there is any inconsistency between any statement in or incorporated by reference in this Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in or incorporated by reference in this Supplementary Prospectus will prevail.
The information set out below is incorporated by reference in this document and is available as indicated above:
| Information incorporated by reference | Page references of the Accounts |
|---|---|
| Independent Auditor's report | Page 29 |
| Income statement (or equivalent) | Page 33 |
| Statement of changes in equity | Page 34 |
| Balance sheet | Page 33 |
| Statement of cash flows | Page 34 |
| Notes to the Financial Statements | Pages 35 |
| Dividends | Page 4 |
|---|---|
| Chairman's statement | Page 5 |
| Investment Portfolio | Pages 8 |
| Strategic report | Pages 21 |
| Investment Policy, Strategy and Objectives | Page 21 |
| Key Performance Indicators | Page 22 |
| Valuation methodology | Page 39 |
|---|---|
| Profit/(Loss) on ordinary activities before taxation (£'000) |
(259) |
|---|---|
| Earnings/(Loss) per Share (p) | (9.28) |
| Dividends per Share (p) | - |
| Net assets (£'000) | 3,673 |
| NAV per Share (p) | 92.88 |
As a result of the publication of the Accounts, paragraph 6.24 of Part 8 of the Prospectus is supplemented as follows:
There has been no significant change in the financial or trading position of the Company since 31 January 2025, the date to which the latest audited financial information has been published, to the date of this document save for an increase in net assets to £5,901,148 (unaudited, as at the date of this document) following the allotment of New Shares on 20 February 2025, 19 March 2025, 2 April 2025, 4 April 2025 and 25 April 2025.
As a result of the publication of the Accounts the summary document which forms part of the Prospectus is hereby supplemented as follows:
| Share Class | Net Assets |
No of Ordinary | NAV per | Historical |
|---|---|---|---|---|
| (£'000) | Shares | Ordinary Share | Performance | |
| Ordinary | £3,673 | 3,901,278 | 92.88p | 100p (31 |
| January 2024) | ||||
| Total | £3,673 | 3,901,278 | N/A |
| Description | Year ended 31 January 2025 (audited) |
|---|---|
| Total income before operating expenses (£'000) | - |
| Net profit/(loss) on ordinary activities | (259) |
| before taxation (£'000) | |
| Performance fee (accrued/paid) (£'000) | - |
| Investment management fee (accrued/paid) | - |
| (£'000) | |
| Any other material fees (accrued/paid) to service | - |
| providers (£'000) | |
| Earnings/(Loss) per Ordinary Share (p) | (9.28) |
| Dividends paid per Ordinary Share (in the period) | - |
| (p) | |
| Total assets (£'000) | 3,673 |
| NAV per Ordinary Share (p) | 92.88 |
As at 31 January 2025, the date to which the most recent financial statements of the Company were published, the Company had audited net assets of £3,673,427.
There has been no significant change in the financial position of the Company since 31 January 2025, the date to which the latest audited financial information has been published, to the date of this document, save for an increase in net assets to £5,901,148 (unaudited, as at the date of this document) following the allotment of New Shares on 20 February 2025, 19 March 2025, 2 April 2025, 4 April 2025 and 25 April 2025.
Save as disclosed in this document, there has been no other significant new matter relating to the Company since the publication of the Prospectus.
Dated: 6 June 2025
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