Northern 3 VCT PLC Cancels 1.35 Million Shares Bought at 80.85p Per Share

Details of Share Cancellation at 80.85p Per Share

On 28 July 2026, Northern 3 VCT PLC announced it completed a share cancellation on 27 July 2026, having purchased 1,345,379 ordinary shares of 5p nominal value in the market for cancellation. The purchase price of 80.85 pence per share was deemed appropriate to return value to continuing shareholders. This transaction was conducted under an existing shareholder authority, allowing the Company to manage its capital structure flexibly in line with market conditions and shareholder interests.

The cancelled shares accounted for approximately 0.76% of the Company’s issued ordinary share capital at the time. This modest percentage reflects a cautious approach to share buybacks, balancing capital management with maintaining liquidity and operational flexibility. Such cancellations are common among investment and venture capital trusts to boost earnings per share by reducing total share count without altering underlying asset values or distributions.

Revised Share Capital and Voting Rights

Following the cancellation, Northern 3 VCT PLC now has 176,479,730 ordinary shares of 5p nominal value in issue. Each share carries equal voting rights, with no ordinary shares held in treasury. Consequently, the total voting rights amount to 176,479,730, a figure the Company has reported to the market per Financial Conduct Authority requirements. This number serves as the denominator for shareholders and others to determine if notification of changes in voting rights holdings is required under the Disclosure Guidance and Transparency Rules.

Disclosure of voting rights and share capital structure is mandated by FCA regulations to ensure market transparency. This information helps shareholders and market participants assess their notification obligations when crossing threshold levels. By providing clear disclosure of voting rights, Northern 3 VCT PLC supports efficient market functioning and investor understanding of shareholding impacts.

Compliance with FCA Disclosure Rules

The share cancellation complied fully with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules. The announcement includes detailed notification of the Company’s capital structure, including share nominal value and absence of treasury shares. This regulatory disclosure is mandatory for UK-listed companies and reflects stringent governance and transparency standards.

Northern 3 VCT PLC’s adherence to FCA requirements demonstrates its commitment to high standards of market disclosure and shareholder protection through transparent reporting. Providing the voting rights figure enables the market to understand the basis for assessing shareholding thresholds. Executing the cancellation under existing shareholder authority and promptly notifying the market illustrates disciplined capital management within regulatory frameworks.

Venture Capital Trust Framework and Investment Objectives

Northern 3 VCT PLC is a Venture Capital Trust managed by Mercia Fund Management Limited, a specialist fund manager. VCTs are UK-regulated investment vehicles designed to offer shareholders tax-efficient returns through investments in unlisted and early-stage companies. The VCT structure provides significant tax benefits, including income tax relief on subscriptions, dividend tax exemption, and capital gains tax exemption on gains realised within the trust.

Operating within a regulated framework, Northern 3 VCT PLC must comply with investment and distribution rules while pursuing its objectives. Share buyback and cancellation programmes like this one are tools to enhance per-share value and manage capital structure. The announcement does not detail the Company’s portfolio, dividend policy, or recent performance, which are typically disclosed in regular investor communications and annual reports.

Role of Mercia Fund Management as Investment Manager

Mercia Fund Management Limited acts as the investment manager for Northern 3 VCT PLC, responsible for implementing investment strategy, sourcing opportunities, and managing the portfolio. Mercia manages multiple VCTs and has expertise in early-stage and unlisted companies across sectors. Contact details for shareholder inquiries, including Sarah Williams and James Sly at 0330 223 1430, are provided in the announcement.

The partnership between Northern 3 VCT PLC and Mercia Fund Management is vital for executing the investment mandate and delivering shareholder returns. Mercia’s track record, investment philosophy, and deal flow access influence VCT performance. Additional information is available at www.mercia.co.uk/vcts for shareholders and prospective investors.

Share Buyback Authority and Capital Strategy

The share cancellation was conducted under a previously granted shareholder authority allowing the board to repurchase shares up to specified limits without requiring new shareholder approval for each transaction. This practice is standard among listed investment companies and VCTs, providing flexibility to respond to market conditions and enhance shareholder value.

Buyback programmes are typically used when shares trade at a discount to net asset value or to improve value for continuing shareholders. By repurchasing shares at 80.85 pence and cancelling them, the Company reduces outstanding shares while maintaining asset base, potentially increasing earnings per share and net asset value per share. The announcement does not disclose net asset value per share or the share price discount or premium at purchase.

Effect on Shareholder Capital and Voting Power

The cancellation of 1,345,379 shares reduces Northern 3 VCT PLC’s total share capital by approximately 0.76%. Though a small proportion, this increases the ownership percentage of continuing shareholders. For instance, shareholders holding a fixed number of shares will see their relative ownership rise marginally due to the lower total shares outstanding.

Voting power is similarly enhanced for continuing shareholders, as the updated voting rights of 176,479,730 reflect the reduced share count. The same number of shares now represents a higher percentage of total voting rights, increasing influence in company decisions requiring shareholder approval.

Context of VCT Share Repurchases in the Market

VCT share buybacks occur within the broader market environment where VCTs often trade at discounts to net asset value, especially during uncertain markets or reduced investor demand for unquoted equities. Buyback and cancellation programmes can be an effective capital use to return value to shareholders who remain invested. The announcement does not state whether Northern 3 VCT PLC’s shares were trading at a discount or premium at the time.

The VCT sector’s performance varies due to risks inherent in early-stage and unlisted investments and regulatory or tax changes. The announcement omits details on recent investment performance, dividends, or portfolio composition. Investors should consult the Company’s latest annual report, regulatory disclosures, and Mercia Fund Management updates for comprehensive financial information.

Market Notification and Shareholder Disclosure

Northern 3 VCT PLC’s announcement fulfills its obligation to disclose transactions in its own shares per FCA Disclosure Guidance and Transparency Rules. The announcement on 28 July 2026, following the 27 July 2026 transaction, aligns with standard market disclosure timing. It details the number of shares purchased, purchase price, percentage of share capital cancelled, and updated voting rights.

This notification ensures regulatory compliance and transparency for shareholders and investors regarding changes in capital structure. Timely disclosure reflects Northern 3 VCT PLC’s commitment to maintaining disclosure standards and keeping the market informed of material developments. Shareholders can use this information to monitor share capital changes and understand impacts on ownership and voting rights.