Northern Venture Trust PLC Completes Cancellation of 2.4 Million Shares Under Shareholder Authority

Overview of Northern Venture Trust PLC’s Share Capital and VCT Framework

Northern Venture Trust PLC operates as a venture capital trust (VCT) managed by Mercia Fund Management Limited. As a UK tax-advantaged investment vehicle, it supports private equity and venture capital investments across the economy. The Company’s ordinary shares have a nominal value of 25p each and carry full voting rights, adhering to regulatory requirements governing VCT capital structure and investor disclosures.

The VCT sector plays a crucial role in channeling investment into SMEs and early-stage enterprises. Northern Venture Trust PLC’s capital structure and voting rights disclosure align with Mercia Fund Management’s broader investment strategy and comply with Financial Conduct Authority (FCA) rules, ensuring transparency and good corporate governance.

Details of the 27 July 2026 Share Cancellation

On 27 July 2026, Northern Venture Trust PLC acquired 2,414,568 ordinary shares on the open market at 54.91p per share, under shareholder-authorized powers. This share cancellation permanently reduced the Company’s issued capital by about 0.92%, reflecting market conditions on the transaction date.

Unlike share buybacks that hold shares in treasury, the outright cancellation reduces the capital base permanently, potentially enhancing earnings per share and ownership concentration for remaining shareholders. This measured capital management approach was executed within the scope of existing shareholder authority.

Post-Transaction Share Capital and Voting Rights

Following the cancellation, Northern Venture Trust PLC’s issued share capital consists of 259,326,262 ordinary shares of 25p nominal value, all carrying equal voting rights. This total voting rights figure has been formally notified to the market in compliance with FCA Disclosure Guidance and Transparency Rules (DTRs).

The Company confirms it holds no shares in treasury, meaning all issued shares are externally held. This disclosure establishes the denominator for calculating shareholding thresholds and regulatory disclosure triggers, ensuring market participants have accurate data for compliance and governance assessments.

Capital Management Strategy and Shareholder Authority

The share cancellation was executed under previously granted shareholder authority, a standard UK corporate governance practice allowing the board to manage capital within defined limits. The Company did not disclose the original authority size or remaining capacity for future purchases.

Capital reduction through cancellation serves strategic objectives such as improving earnings-per-share metrics and providing an alternative to dividend returns within the VCT regulatory framework. The market-price acquisition reflects confidence in valuation and offers execution flexibility.

FCA Disclosure Compliance and Market Notification

Northern Venture Trust PLC’s announcement complies with FCA Disclosure Guidance and Transparency Rules, ensuring timely and accurate disclosure of changes in share capital and voting rights. This transparency supports regulatory compliance and market confidence by establishing the baseline for shareholder disclosure obligations.

The detailed disclosure of share price, cancellation quantity, transaction date, and updated share count enables investors to assess the impact on capital structure and adjust their holdings relative to disclosure thresholds accordingly.

Role of Mercia Fund Management Limited

Mercia Fund Management Limited manages Northern Venture Trust PLC’s investment strategy and portfolio. Investor inquiries can be directed to Sarah Williams and James Sly via telephone at 0330 223 1430 or online at www.mercia.co.uk/vcts. Mercia’s broader venture capital and private equity activities support SMEs and growth-stage companies across the UK.

The announcement clarifies that Mercia Asset Management PLC and its website are not part of this disclosure, ensuring regulatory compliance and clear investor communication.

Impact on Shareholding Thresholds and Disclosure Requirements

The reduction in issued share capital to 259,326,262 shares affects percentage ownership calculations under FCA rules. Shareholders near disclosure thresholds (e.g., 3%, 5%, 10%) should reassess their holdings relative to the updated total voting rights to ensure compliance.

This mechanical adjustment alters disclosure obligations, requiring shareholders to monitor positions carefully to avoid regulatory breaches and potential penalties.

Treasury Share Policy and Capital Flexibility

Northern Venture Trust PLC’s confirmation of holding no treasury shares indicates a preference for permanent capital reduction over retaining shares for future reissuance. This approach simplifies voting rights calculations and reflects typical VCT capital management practices, which often avoid share-based compensation schemes.

The cancellation strategy eliminates flexibility for future share issuance but aligns with the Company’s current capital management priorities.

Outlook on Future Capital Management and Shareholder Communications

The Company has not provided guidance on future share buybacks or cancellations nor disclosed remaining shareholder authority balances. Investors should monitor upcoming annual reports, general meeting notices, and investor communications for updates on capital management strategies.

The executed transaction at 54.91p per share suggests an opportunistic approach to capital management rather than a routine policy of share cancellations.