Northern Two VCT Shares Update on the LSE within FTSE All-Share Framework

Highlights

• Newly allotted ordinary shares issued under the Company’s Dividend Investment Scheme and set to be admitted for trading.

• Updated figure for total voting rights published for regulatory transparency within the market.

• New ordinary shares structured to rank pari passu with existing shares already in circulation.

Northern Two VCT releases new ordinary shares under its Dividend Investment Scheme and publishes the updated total voting rights figure, maintaining transparent governance within the FTSE All-Share environment.

The venture capital trust landscape forms part of the wider investment sector within the United Kingdom, where listed trusts provide exposure to early-stage enterprises through tax-efficient vehicles. Northern Two VCT PLC (LSE:NTV), aligned with the FTSE All Share grouping within the London market, has released an update concerning the allotment of new ordinary shares under its Dividend Investment Scheme. The announcement also includes disclosure of the Company’s revised figure for total voting rights, communicated to the market for compliance with regulatory reporting obligations.

Share Allotment Under the Dividend Investment Scheme

The Company has issued a new tranche of ordinary shares with a nominal value defined under its constitutional structure. These ordinary shares have been created specifically for participants subscribed to the Dividend Investment Scheme, which enables existing shareholders to reinvest distributions in the form of new equity.

The newly allotted ordinary shares are stated to rank equally with the already circulating ordinary shares across all rights and entitlements. This parity assures uniformity with respect to dividend distribution, voting participation and any future capital events. An application is being prepared for the admission of these new ordinary shares to the Official List of the Financial Conduct Authority, accompanied by a request for trading commencement on the London Stock Exchange’s Main Market at the earliest viable dealing date.

The Company also confirms that no ordinary shares are held in treasury, meaning the entirety of the issued share capital is in active circulation. This is relevant for transparency, as treasury shares are excluded from participation in voting or dividend rights.

Updated Voting Rights and Regulatory Alignment

As part of regulatory compliance under the Disclosure Guidance and Transparency Rules, the Company has released the updated total number of voting rights following the share allotment. Each ordinary share in issue confers a single voting entitlement, allowing the total voting rights figure to serve as the denominator for substantial holding notifications.

This published figure ensures that market participants, shareholders and institutional entities have access to the accurate denominator needed when assessing whether a holding threshold has been crossed. The mechanism is a standardised requirement within UK-listed entities and is particularly significant for trusts listed under the Index FTSE UKX environment, where transparent governance is integral to maintaining market order.

The updated figure ensures that shareholders engaging in the notification process can accurately calculate positions for internal tracking, custodial reporting or compliance-linked submissions.

Reinvestment Structures Within the VCT Environment

Dividend Investment Schemes are widely used in various types of listed investment structures, including trusts, income-focused funds and defined VCT entities. The structure enables shareholders to reinvest distributions through newly created ordinary shares, supporting capital expansion without reliance on additional leverage.

For Northern Two VCT, the issue of such shares creates a streamlined method for reinvestment that aligns with its existing capital strategy. The decision of shareholders to take additional equity in lieu of a distribution reflects the offering of flexibility within the trust’s operational structure.

The new ordinary shares, ranking pari passu with all others in issue, enable reinvesting participants to maintain the same class of rights as existing holders. This ensures that both new and existing classes of shareholders benefit from equivalent voting and dividend entitlements.

From a market operational perspective, the absence of treasury shares supports transparency, as every ordinary share issued is considered part of the active free-float. The update also provides clarity for stakeholders evaluating the Company within broader sectors such as FTSE aligned performance contexts or dividend-oriented structures such as FTSE dividend stocks.

Market Context and Capital Structure Considerations

The publication of the revised voting rights structure after issuance is consistent with governance practices seen across entities operating within indexes including the FTSE All Share and relevant sub-indices. Transparent updates contribute to fair market operations, informing participants about the constitution of share capital and any changes following corporate actions.

The reinvestment of distributions through new share issuance expands the overall capital structure, enabling dilution of share capital without altering the proportional rights of holders. Such mechanisms ensure that shareholders receiving newly allotted shares participate fully in the trust’s rights structure.

Admission to trading ensures liquidity and accessibility for new shares. Trading commencement aligns new ordinary shares with existing ones, supporting cohesive market participation. Market participants continue to access identical liquidity conditions for all shares once admission is made effective.

The Company’s confirmation that the newly allotted ordinary shares rank pari passu indicates completely parallel standing with older shares in terms of governance rights, dividend participation, share class structure and future capital events. This serves as a crucial point of reassurance for reinvesting shareholders participating in the Dividend Investment Scheme.

The publication also aligns with the informational expectations associated with trusts listed in diversified environments such as broader FTSE frameworks, where transparent governance forms an essential pillar of market integrity.

Corporate Governance Disclosure and Shareholder Information

The total voting rights figure disclosed by the Company supports investors and other parties engaged in regulatory assessments. Holdings thresholds established under the Disclosure Guidance and Transparency Rules are dependent on accurate share counts. The publication fulfils the Company’s continuing obligations to the market and stakeholders operating under relevant UK governance principles.

By maintaining direct alignment between the total ordinary shares in issue and the total voting rights, Northern Two VCT establishes a simple and transparent structure free from the complexities that arise when treasury shares are retained.

Investors engaging with VCTs typically monitor corporate actions such as share issuances, reinvestment mechanisms and voting rights updates, as they form essential indicators of operational governance. The Company’s straightforward reporting ensures that stakeholders remain informed about structural updates within the trust.

The release also demonstrates clear alignment with principles commonly adhered to across sectors that appear within composite groups such as FTSE dividend stocks, where updates that influence governance expectations must be communicated with clarity.