Baronsmead Second Venture Trust Buys Back 6.67 Million Shares at 47.45p, Lifting Treasury Holdings to 69.6 Million

The Scale and Mechanics of the 24 June 2026 Share Buyback by Baronsmead Second Venture Trust

Baronsmead Second Venture Trust plc completed a market purchase of 6,671,086 ordinary shares on 24 June 2026, acquiring each share at a price of 47.45 pence. The announcement, released via the Regulatory News Service (RNS), confirms that the shares carry a nominal value of 10 pence each, meaning the purchase price represents a significant premium to par. The total implied consideration for the transaction — calculated by multiplying the share count by the purchase price — amounts to approximately £3.16 million, though the company did not explicitly state the aggregate cost figure in the announcement.

The company has confirmed its intention to hold all 6,671,086 repurchased shares in treasury rather than cancelling them outright. This is a common approach among Investment trusts and venture capital trusts, preserving the option to reissue shares at a later date should market conditions Warrant. By transferring the shares to treasury rather than cancelling them, the company retains flexibility in its Capital Structure whilst immediately reducing the number of shares that carry active voting rights.

How the Transaction Reshapes Baronsmead Second Venture Trust's Voting Share Structure

Following the completion of this transaction, the total number of ordinary shares in issue for Baronsmead Second Venture Trust plc stands at 496,311,507. This headline figure includes both shares that are freely traded and those now held in treasury. However, under the rules governing voting rights disclosure, treasury shares do not carry voting entitlements, and it is therefore the ex-treasury figure that is most relevant to shareholders for governance purposes.

With 69,583,327 shares now held in treasury — up from 62,912,241 prior to this transaction — the total voting rights of the company now stand at 426,728,180 ordinary shares. Shareholders and fund managers who are required to monitor their percentage holdings against regulatory thresholds, such as those set out under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, should use the 426,728,180 figure as the denominator when calculating their proportional stakes following this announcement.

Baronsmead Second Venture Trust's Growing Treasury Share Position and What It Represents

The 69,583,327 shares now residing in treasury represent approximately 14.02 per cent of the total shares in issue figure of 496,311,507. This is a material proportion and reflects a sustained programme of buyback activity by the company over time. Venture capital trusts such as Baronsmead Second Venture Trust frequently operate buyback programmes as a tool to provide Liquidity to investors who might otherwise struggle to sell shares in the Secondary Market, given that VCT shares can trade at discounts to net asset value and secondary market liquidity can be more limited than for mainstream listed equities.

The accumulation of treasury shares at this scale suggests the board has been actively deploying capital to support the share price and manage any discount to NAV that may have emerged. The announcement does not disclose the current net asset value per share, so it is not possible from the announcement alone to determine whether the 47.45 pence purchase price represented a discount or premium to the most recently published NAV. The company did not disclose this figure in the announcement.

Understanding the Role of Buybacks Within the Venture Capital Trust Structure

Baronsmead Second Venture Trust operates as a venture capital trust, a type of investment vehicle established under UK tax legislation to encourage investment into smaller, growth-stage companies. VCTs offer investors significant tax advantages, including income tax relief on new subscriptions, tax-free dividends, and exemption from Capital Gains Tax on disposal, provided shares are held for the qualifying minimum period. In exchange for these benefits, VCTs are subject to strict investment rules and are required to maintain a minimum proportion of their Assets in qualifying investments.

Within this structure, the management of the secondary market share price takes on particular importance. Because VCT shares cannot be transferred to another investor without that investor losing the original subscriber's tax reliefs, the secondary market for VCT shares operates differently from that of ordinary listed companies. Buyback programmes, such as the one evidenced by this announcement, serve a dual purpose: they provide an exit mechanism for existing shareholders who wish to realise their investment, and they signal to the market that the board considers the current share price to represent reasonable value relative to the underlying portfolio.

Gresham House's Role in Managing Baronsmead Second Venture Trust

The announcement directs Investor relations enquiries to Baronsmead VCT Investor Relations, contactable at the email address [email protected], confirming that Gresham House acts as the investment manager for the Baronsmead VCT range. Gresham House is a specialist alternative asset manager with a significant presence in the venture capital trust sector, managing multiple VCT vehicles under the Baronsmead Brand. The involvement of an experienced and regulated manager in overseeing buyback activity is relevant context for investors assessing the governance framework around such transactions.

Investors wishing to discuss the transaction or seek further information about the company's portfolio, net asset value, or Dividend policy are directed to contact the team on 020 7382 0999. The announcement does not include any commentary from management on the rationale for the specific timing or scale of this particular buyback transaction, nor does it provide forward guidance on the continuation of the buyback programme.

Regulatory Context: Why Baronsmead Second Venture Trust Is Required to Disclose This Transaction

The publication of this announcement via the Regulatory News Service reflects Baronsmead Second Venture Trust's obligations under the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules. Listed companies in the United Kingdom are required to notify the market whenever they undertake transactions in their own shares, providing full details of the number of shares purchased, the price paid, and the resulting changes to total voting rights and shares in issue. This transparency requirement is designed to ensure that all Market Participants have equal access to information that could affect their assessment of a company's Share Capital structure.

The company's Legal entity Identifier (LEI) is disclosed in the announcement as 2138008D3WUMF6TW8C28. This unique identifier, issued under the global LEI framework, allows regulators, counterparties, and investors to identify the company unambiguously across financial market reporting systems. The inclusion of the LEI is a standard regulatory requirement for transaction disclosures of this nature.

Calculating the Implied Transaction Cost and Its Significance for the Balance Sheet

Based on the figures provided in the announcement — 6,671,086 shares acquired at 47.45 pence per share — the implied aggregate cost of this single buyback transaction is approximately £3.165 million. It is important to note that the company did not explicitly state this total figure within the announcement itself, and investors should treat this calculation as derived arithmetic rather than a confirmed company disclosure. The actual settlement amount may differ marginally due to Transaction Costs, stamp duty, and broker commissions, none of which were referenced in the announcement.

For a vehicle of Baronsmead Second Venture Trust's scale — with nearly half a billion shares in issue — a single transaction of this magnitude is operationally significant. The cash deployed in this buyback will reduce the company's liquid resources available for new or follow-on investments into qualifying portfolio companies, though the precise impact on investable cash reserves cannot be determined from this announcement alone. Investors and analysts tracking the company's liquidity position and investment capacity will likely await the next formal net asset value update or interim report for further clarity.

Shareholder Dilution, Concentration Effects, and the Impact on Remaining Investors

When a company purchases its own shares and places them in treasury, the immediate effect for continuing shareholders is an increase in their proportional economic and voting interest in the company, assuming their own holding remains unchanged. With total voting rights falling from an implied pre-transaction figure to 426,728,180, each remaining share outside treasury now represents a marginally larger slice of the company's net assets and voting power. For institutional shareholders who hold above disclosure thresholds, this mechanical increase in percentage terms may require careful monitoring to avoid inadvertently breaching notification obligations.

The concentration effect of buybacks in investment trusts can also be relevant to the calculation of per-share net asset value. By reducing the denominator of shares over which the portfolio value is spread, buybacks conducted below NAV are theoretically accretive to remaining shareholders on a per-share basis. Conversely, buybacks conducted at or above NAV could be marginally dilutive to NAV per share for continuing investors. Since the current NAV per share was not disclosed in this announcement, the company did not disclose this figure in the announcement, and investors should consult the most recently published factsheet or regulatory disclosure for this information.

What Investors in Baronsmead Second Venture Trust Should Monitor Going Forward

This transaction announcement raises several questions that investors in Baronsmead Second Venture Trust may wish to track over the coming weeks and months. First, the pace and scale of the buyback programme will be of interest: if the company continues purchasing shares at a similar rate, the total treasury holding could rise further, and the remaining freely traded share count will shrink accordingly. Any updates to the buyback programme's parameters or authorisation — typically approved at the Annual General Meeting — would be disclosed through further regulatory announcements.

Second, investors will likely be focused on the company's next net asset value disclosure and interim financial results, which will shed light on the performance of the underlying venture capital portfolio and the cash resources available to sustain ongoing buyback activity alongside new investment commitments. The immediate share price impact of this specific transaction was not clear from available public information at the time of this report. Investors and advisers seeking the most current position on dividend policy, portfolio composition, or future share issuance from treasury should direct enquiries to the Gresham House investor relations team using the contact details provided in the announcement.