Gresham House Income & Growth 2 VCT plc
Gresham House Income & Growth 2 VCT plc (LSE: GHV2) seeks to provide investors with a combination of tax-free income and long-term capital growth through a diversified portfolio of established UK private businesses.
The portfolio is focused on companies with proven business models, experienced management teams and the potential to create sustainable value over time. Alongside supporting the growth of ambitious businesses, the Company aims to deliver attractive shareholder returns, including a target annual dividend equivalent to 7% of opening Net Asset Value (NAV) per share.
We invest in a focused portfolio of established private businesses with strong growth prospects and the potential to generate attractive long-term returns. Through rigorous due diligence and active portfolio management, we seek to identify companies capable of creating sustainable value over time.
Supported by one of the largest Venture Capital Trust investment teams in the sector, we combine extensive market coverage with deep experience investing in growing UK businesses. This breadth of insight helps us identify high-quality investment opportunities and support portfolio companies as they develop and scale.
Our investment approach is centred on long-term value creation, focusing on businesses with strong competitive positions, resilient growth characteristics and the potential to deliver attractive returns for shareholders.
At a glance
- Current share price:
- 44.30 p
- Previous close price:
- 44.30 p
- Cumulative total return*:
- 220.60 p
Documents
Key Risks
- Capital at Risk: this is a high-risk investment, and the value of the Company and any income from it is not guaranteed and may fall as well as rise, meaning investors could get back less than they originally invested
- Volatility and Liquidity. VCT shares could fall or rise in value more than other shares listed on the main market of the London Stock Exchange. They may also be harder to sell
- Any tax reliefs are dependent on your individual circumstances and may be subject to change
- Funds investing in smaller, younger companies may carry a higher degree of risk than funds investing in larger, more established companies. Investments in smaller companies may be less liquid than investments in larger companies
2026 Annual General Meeting
Recent investment highlights
Fund performance
| Latest published valuation | Net assets (£mn) | Net asset value (pence per share) | Total dividends paid (pence per share) | NAV cumulative total return (pence per share) |
|---|---|---|---|---|
| 30/06/2026 | 179.5 | 48.50 | 176.3 | 224.8 |
Use the following table to see how your investment has performed (including the dividends you have received) from the date on which your shares were allotted.
Team
Investment team
Tania Hayes
COO, Strategic Equity
Tania Hayes
COO, Strategic Equity
Tania joined Gresham House in November 2018 having been at Livingbridge for 13 years. She has worked on the Baronsmead VCTs since she joined, progressing from administration assistant to Finance Manager in 2011 and qualifying as a Chartered Management Accountant in 2012 while at Livingbridge.
Tania previously worked at a Chartered Accountancy practice in New Zealand for eight years where she began her accounting training. She holds a BBS in Accounting from the Open Polytechnic of New Zealand.
Clive Austin
Chair of the Portfolio Valuations Committee
Clive Austin
Chair of the Portfolio Valuations Committee
Clive joined Gresham House in 2021 as part of the Mobeus VCTs acquisition. He is an investment management specialist with experience across a wide variety of sectors and stages of company development. He has worked in the private equity industry since 1995 making investments including TeleCity and Kerridge Commercial Systems. He has been working in the VCT industry since 2008 with previous experience including running his own business and as a Director of NVM Private Equity, Catapult Venture Managers and 3i plc.
Having specialised in portfolio management, Clive has acted as non-executive director and Chairman of a wide range of private equity backed businesses such as Virgin Wines, Entanet and Equip Outdoor Technologies. He now heads VCT portfolio management across the Gresham House VCT stable, sits on the Investment Committee and has responsibility for the portfolio valuations processes.
Clive holds a BSc (Hons) in Applied Physics & Electronics from Durham University, a DipM from the Chartered Institute of Marketing, and an MBA from the University of Warwick.
Clive Boothman
Independent, Non-Executive Chair
Clive Boothman
Independent, Non-Executive Chair
Date of Appointment: 01 August 2015
Clive has over 40 years’ experience in the financial services industry, initially qualifying as a Chartered Accountant. He was with Schroders from 1983 for seventeen years during which time he was variously Managing Director of Schroder Unit Trusts Limited for ten years and Managing Director of their international Private Client Group for the final two years. Since leaving Schroders, he has been Chief Executive of the stockbroker Gerrard Limited (2000 – 2001) and the fund platform Cofunds Limited (2002 – 2003). From 2004 – 2014 he helped establish and was Non-Executive Chair of Investment Funds Direct Limited, an investment wrap platform. Since 2014 he has been Non-Executive Chair of Platform One Group Limited, a UK and International wrap platform and a director of a number of its subsidiaries.
Ed Wass
Portfolio Director
Ed Wass
Portfolio Director
Ed brings nearly 20 years’ experience of helping SMEs to create and realise shareholder value to his role. He has been working with Mobeus VCT management teams since 2017 to help them achieve their ambitions for growth and has overseen several notable exits in that time, including Automated Systems Group, Access-IS and Auction Technology Group. He also led the successful IPO of Virgin Wines in 2021.
Ed represents the Mobeus VCTs directly on the Board of several businesses, including Virgin Wines, RotaGeek and Vivacity Labs. His previous roles include CIO at Catapult Ventures in Assurance and Business Recovery Services at PwC. Ed was named one of Real Deals’ Future 40 Investment Leaders in April 2021.
He holds a BA (Hons) in Ancient History from the University of Nottingham and is a Chartered Accountant (ICAEW).
Jens Düing
Head of Portfolio, Private Equity
Jens Düing
Head of Portfolio, Private Equity
Jens joined Gresham House in August 2025 as Head of Portfolio, Private Equity.
With over 20 years of experience of working with technology companies across Europe, Jens joins Gresham House from Frog Capital, where he served as a Senior Partner, overseeing the investment operations.
Jens has sat on boards of companies active in the payment sector, insurance, health care, education technology and property sector. Through this work as a non-executive, Jens grew his passion for working with and supporting growth businesses, and for sharing the learnings with other scaling companies.
“Having sat on nine boards in three countries, I have come to realise that growth companies share many challenges. Leading a portfolio group that can help our companies better address these challenges is a very exciting privilege”.
Earlier in his career of more than 20 years, Jens gained experience at Pioneer Point Partners, Fidelity Equity Partners and Apax. Jens started his career at Dresdner Kleinwort.
Jens holds an MBA Degree from the University of California at Berkeley and Masters Degree in Theoretical Physics from Durham University.
Ian Blackburn
Senior Independent Director
Ian Blackburn
Senior Independent Director
Date of Appointment: 26 July 2024
Ian is an FCA who specialised in Corporate Finance at KPMG before building and selling two listed food groups. He has extensive UK and European strategic, operations and finance experience as CEO and FD of Perkins Foods Plc and Zetar Plc. Currently he is an active investor in a number of SMEs including Chairman and Non-Executive roles with Mood Foods Limited, SlimLine Wine Limited, Pink Prosecco Limited and Make it Plain Limited. He is also the treasurer of The Thomas Fryer Charity and a trustee of The Rutland Learning Trust (Multi Academy Trust).
Gregory Blin
Investment Partner, VCTs
Gregory Blin
Investment Partner, VCTs
Greg joined the Mobeus VCT team in 2013. He sources and executes investments into fast-growing businesses and is our resident consumer expert. He combines a natural flair for understanding the drivers of brand value, insight into wider market dynamics and strong corporate finance experience. Previous investments and Board positions include Virgin Wines, MPB, Rotageek and Buster + Punch.
Greg joined Mobeus from Piper Private Equity and previously worked at PwC in Corporate Finance.
He holds a BA/ ACC in Business Studies & Accounting from the University of Edinburgh and is a Chartered Accountant (ICAS).
James Hendry
Investment Director, Private Equity
James Hendry
Investment Director, Private Equity
James joined Gresham House in December 2019 and works as part of our growth equity division, Gresham House Ventures.
Prior to this he spent five years at PwC, latterly working in the financial due diligence team.
James is a Chartered Accountant and read Economics and Accounting at Edinburgh University.
Lucy Armstrong
Independent, Non-Executive Director and Chair of Audit Committee
Lucy Armstrong
Independent, Non-Executive Director and Chair of Audit Committee
Date of Appointment: 01 March 2022
Lucy has spent over 30 years working with mid-corporate businesses to accelerate their development and success by focussing on shareholder and management development and succession. Her experience ranges from funding start-up and early-stage manufacturing businesses in the North East through to mergers and disposals of international operations. The organisations she is currently engaged with include Port of Tyne, Holker Estates, Cyberhawk and Caspian Learning. She is also Chair at Everflow Holdings Limited. Her early career was in private equity, corporate development and headhunting with 3i plc, Courtaulds Textiles and Tyzack.
Lucy was educated at Oxford University and holds an MBA and an MSc in forensic psychology and criminology.
Marieke Christmann
Portfolio Partner, Private Equity
Marieke Christmann
Portfolio Partner, Private Equity
Marieke joined Gresham House in February 2025 as Portfolio Director.
Marieke draws on over 15 years of industry experience. Prior to joining Gresham House Ventures, she was a senior investor and investment committee member at Forestay, a pan-European venture capital fund. She led a team focused on enterprise SaaS startups across the UK and Europe and served on the boards of four portfolio companies. Previously, she led the growth investment team at Octopus Ventures, serving on nine boards and managing new and follow-on investments as well as exits. She began her career in leveraged finance at NIBC (Frankfurt) and Credit Suisse (London).
Marieke has invested in and sat on the board of companies between £1m and £100m revenues and has deep experience supporting founders and management from first investment to exit.
She holds an MBA from Mannheim University. She is a mentor with Level20 and GAIN and serves as a Governor at West Wimbledon Primary School. Originally from Germany, she has lived in Spain and Mexico before moving to the UK in 2011.
Outside of work, Marieke enjoys time with her family, yoga, snowboarding and the theatre.
Sarah Clark
Independent, Non-Executive Director and Chair of Investment Committee
Sarah Clark
Independent, Non-Executive Director and Chair of Investment Committee
Date of Appointment: 26 July 2024
Sarah has broad international commercial experience in a variety of industries including travel, retail, financial services, fintech and e-commerce in markets spanning Europe, the USA, and the Middle East and Africa combined with a deep understanding of digital technologies. Her experience ranges from running Central Europe, the Middle East & Africa at PayPal Inc to setting up and running European subsidiaries of North American start-ups, LootCrate and Clearco, one of the largest providers of revenue-based finance to ecommerce businesses. She is also a Non-Executive Director of Trilium Services Limited and of the Gynaecology Cancer Research Fund.
Rohit Mathur
Investment Partner, Private Equity
Rohit Mathur
Investment Partner, Private Equity
Rohit focusses on venture capital investments at late Seed / Series A stages and beyond with a specific focus on Fintech, SaaS, and AI-first technology companies. Previous investments include Adsum Technologies, Refyne Technologies, Honest Bank, WealthKernel, Penfold Pensions, and many others. He has a global network having worked / invested in the UK, EU, India, ME and SEA.
Before Gresham, Rohit was an Investment Partner at Digital Horizon VC and led their fintech investments globally, and before that spent 10+ years at Barclays Bank London in various roles including as the Lead for the Barclays VC unit. He has significant operational, commercial and leadership experience having worked with start-ups in Commercial roles and built and launched the wealth management and private banking mobile app for Barclays. He was a Management Consultant with EY and started his career as a Software Engineer with Infosys Technologies.
Rohit is passionate about diversity causes and has held various NED roles with start-ups and education institutions including being on the Global Alumni Board of Manchester Business School.
Rohit has an MBA (Director’s List and AT Kearney Scholar) from Manchester Business School, UK, and a B.Eng. (Honour’s) from Agra University, India.
Trevor Hope
Managing Director & CIO, Private Equity
Trevor Hope
Managing Director & CIO, Private Equity
Trevor joined Gresham House in 2021 as part of the Mobeus VCTs acquisition. For over 25 years, he has invested in fast-growing businesses at the series A stage and beyond.
Prior roles include at Barclays, RBS, 3i and Beringea. Previous investments and Board positions include Paragon Software, Mondus.com, Cambridge Industries, Southnews plc, Achilles Group, MyOptique, Fjordnet, ILG Digital, Celebrus Technologies, Big Data Partnership, and Preservica.
Trevor holds an MBA from Exeter University, is an associate of the Chartered Institute of Bankers and a Member of the Chartered Institute of Marketing.
Insights
Key documents
Shareholder information
Share price
Go to London Stock Exchange for Live Share Price and Regulatory News
Dividends
On 10 September 2026, a second interim dividend of 2.00 pence per share was declared. The dividend will be paid on 30 October 2026 to Shareholders on the Register on 25 September 2026.
Show detailed payment history
| Payment date | In respect of y/e | Type | Dividends paid per share (p) |
|---|---|---|---|
| 10/04/2026 | 30/09/2026 | Interim | 2.0 |
| 30/10/2025 | 30/09/2025 | Interim | 2.0 |
| 11/04/2025 | 30/09/2025 | Interim | 2.0 |
| 31/05/2024 | 30/09/2024 | Interim | 4 |
| 08/11/2023 | 31/12/2023 | Interim | 4.5 |
| 26/05/2023 | 31/12/2023 | Interim | 5 |
| 07/11/2022 | 31/12/2022 | Interim | 4 |
| 15/07/2022 | 31/12/2022 | Interim | 4 |
| 07/01/2022 | 31/12/2021 | Interim | 4 |
| 12/07/2021 | 31/12/2021 | Interim | 5 |
| 17/12/2020 | 31/12/2020 | Interim | 5 |
| 07/05/2020 | 31/12/2020 | Interim | 6 |
| 08/01/2020 | 31/12/2019 | Interim | 4 |
| 06/12/2019 | 31/12/2019 | Interim | 2 |
| 20/09/2019 | 31/12/2019 | Interim | 4 |
| 17/05/2019 | 31/12/2018 | Final | 5 |
| 21/09/2018 | 31/12/2018 | Interim | 2 |
| 17/05/2018 | 31/12/2017 | Final | 3 |
| 08/12/2017 | 31/12/2017 | Interim | 4 |
| 13/09/2017 | 31/12/2017 | Interim | 9 |
| 31/03/2017 | 31/12/2016 | Interim | 6 |
| 20/09/2016 | 31/12/2016 | Interim | 8.5 |
| 31/05/2016 | 31/12/2015 | Final | 7 |
| 17/09/2015 | 31/12/2015 | Interim | 3 |
| 30/05/2015 | 31/12/2014 | Special | 7 |
| 17/09/2014 | 31/12/2014 | Interim | 17 |
| 14/05/2014 | 31/12/2013 | Final | 3.25 |
| 18/09/2013 | 31/12/2013 | Interim | 4 |
| 15/05/2013 | 31/12/2012 | Final | 2 |
| 20/09/2012 | 31/12/2012 | Interim | 5 |
| 22/05/2012 | 31/12/2011 | Final | 6.25 |
| 15/09/2011 | 31/12/2011 | Interim | 0.5 |
| 27/05/2011 | 31/12/2010 | Final | 5 |
| 21/04/2010 | 31/12/2009 | Interim | 5 |
| 15/05/2009 | 31/12/2008 | Final | 1 |
| 11/09/2008 | 31/12/2008 | Interim | 3.3 |
| 21/05/2008 | 31/12/2007 | Final | 7.8 |
| 20/09/2007 | 31/12/2007 | Interim | 1 |
| 18/05/2007 | 31/12/2006 | Final | 1.4 |
| 14/09/2006 | 31/12/2006 | Interim | 0.8 |
| 16/05/2006 | 31/12/2005 | Final | 0.7 |
| 27/09/2005 | 31/12/2005 | Interim | 0.3 |
Unclaimed dividends
Shareholders are encouraged to ensure that the Registrars maintain up-to-date details for them and to check whether they have received all the dividends payable to them. This is particularly important for those who have recently moved house or changed their bank. We are aware that a number of dividends remain unclaimed by shareholders and whilst we will endeavour to contact the shareholders concerned, if this is the case, we cannot guarantee that we will be able to do so if the Registrars do not have an up-to-date telephone number and/or email address.
You can update your details by logging into City Partnerships portal here >>
Dividend Investment Scheme
The Scheme provides shareholders with the opportunity to reinvest their cash dividends into new shares in the VCT at the latest published NAV price (adjusted for subsequent dividends, as appropriate). New VCT shares attract the same tax reliefs as shares purchased through an Offer for Subscription.
Key information:
- All previously registered participants of the Scheme were automatically re-enrolled, and their future dividends will be re-invested unless they decide to opt-out.
- The Scheme re-invests dividends at the latest published NAV price.
- Shareholders can opt-in by completing a mandate form and posting it to The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH
- Shareholders can opt-out by emailing a completed and signed removal form to registrars@city.uk.com from their registered email address, or by contacting City using the details provided below.
- Alternatively, shareholders can use the online portal to opt-in and opt-out of the Scheme via CityHub. You will need your Investor Code in the Change of Registrar letter sent to you by the Company.
Shareholder Queries:
The Scheme Administrator is The City Partnership (UK) Limited, and they handle all queries relating to the Scheme, including amendments to participation. Their details are as follows:
Email: registrars@city.uk.com
Post: The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH
Tel: 01484 240 910.
(Lines are open 9:00 am to 17:30 pm, Monday to Friday, excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate.)
Rules and Documents:
The Scheme Rules for the Scheme and a mandate form can be downloaded via the links below:
Net asset value (Total return)
| Year end | Net assets (£mn) | Net asset value per share (pence per share) | Cumulative dividends paid per share (pence per share) | Net asset value cumulative total return (pence per share) |
|---|---|---|---|---|
| 30/06/2026 | 179.5 | 48.50 | 176.3 | 224.8 |
Show full history
| Year end | Net assets (£mn) | Net asset value per share (pence per share) | Cumulative dividends paid per share (pence per share) | Net asset value cumulative total return (pence per share) |
|---|---|---|---|---|
| 30/06/2026 | 179.5 | 48.50 | 176.3 | 224.8 |
| 30/09/2025 | 226.60 | 52.29 | 174.30 | 226.59 |
| 30/09/2024 | 144.32 | 54.70 | 170.30 | 225.00 |
| 31/12/2023 | 96.00 | 58.43 | 166.30 | 224.73 |
| 31/12/2022 | 100.32 | 64.01 | 156.80 | 220.81 |
| 31/12/2021 | 112.96 | 90.31 | 144.80 | 235.11 |
| 31/12/2020 | 84.70 | 67.03 | 139.80 | 206.83 |
| 31/12/2019 | 71.89 | 68.78 | 124.80 | 193.58 |
| 31/12/2018 | 75.10 | 70.25 | 113.80 | 184.05 |
| 31/12/2017 | 69.90 | 71.75 | 108.80 | 180.55 |
| 31/12/2016 | 63.15 | 83.53 | 89.80 | 173.33 |
| 31/12/2015 | 74.10 | 97.54 | 74.30 | 171.84 |
| 31/12/2014 | 60.40 | 99.44 | 64.30 | 163.74 |
| 31/12/2013 | 54.30 | 102.18 | 44.05 | 146.23 |
| 31/12/2012 | 43.30 | 94.20 | 38.05 | 132.25 |
| 31/12/2011 | 40.70 | 95.60 | 26.80 | 122.40 |
| 31/12/2010 | 38.50 | 96.70 | 21.30 | 118.00 |
| 31/12/2009 | 17.00 | 83.30 | 16.30 | 99.60 |
| 31/12/2008 | 18.00 | 86.50 | 15.30 | 101.80 |
| 31/12/2007 | 25.70 | 116.90 | 4.20 | 121.10 |
| 31/12/2006 | 22.30 | 100.60 | 1.80 | 102.40 |
| 31/12/2005 | 20.90 | 93.60 | 0.30 | 93.90 |
- NAV
- Cumulative dividends
% Increase in NAV Cumulative Total Return
* 'Launch' is based upon an issue price at launch of 94.5 pence (being 100 pence less 5.5 pence issue costs).
| Year end | Annual NAV cumulative total return % |
|---|---|
| 30 September 2025 | 2.91% |
| 30 September 2024 | 1.67% |
| 31 December 2023 | 6.12% |
| 31 December 2022 | -15.83% |
| 31 December 2021 | 42.19% |
| 31 December 2020 | 19.26% |
| 31 December 2019 | 13.57% |
| 31 December 2018 | 4.88% |
Key facts
| Date launched | July 2004 |
| Company number | 5153931 |
| Investment adviser | Gresham House Asset Management Limited |
| Auditor | Johnston Carmichael LLP |
| Registered office | 5 New Street Square, London EC4A 3TW |
| Directors | Clive Boothman, Lucy Armstrong, Ian Blackburn, and Sarah Clark |
| Registrar | The City Partnership (UK) Limited |
| LSE code | GHV2 |
Fund's top 10 investments
| Company | Total investment cost (£000) | Total book cost (£000) | Valuation (£000) | % of net asset by value |
|---|---|---|---|---|
| 1. Preservica | 7,389 | 15,888 | 37,023 | 20.3 |
| 2. MPB | 2,275 | 7,224 | 15,501 | 8.5 |
| 3. ActiveNav | 5,994 | 7,214 | 9,203 | 5.0 |
| 4. Arkk Consulting Limited (trading as Arkk Solutions) | 3,368 | 3,771 | 5,218 | 2.9 |
| 5. Virgin Wines | 89 | 1,382 | 4,016 | 2.2 |
| 6. Rotageek | 2,696 | 2,959 | 3,761 | 2.1 |
| 7. Caledonian Leisure | 1,204 | 1,824 | 3,307 | 1.8 |
| 8. Buster + Punch | 3,117 | 3,388 | 3,278 | 1.8 |
| 9. Veritek | 1,653 | 1,610 | 2,746 | 1.5 |
| 10. Ozone API | 2,202 | 2,445 | 2,557 | 1.4 |
Data as at the date of the most recent published Half Year or Annual Report.
Advisers
Investment Adviser
Gresham House Asset Management Limited
80 Cheapside, London, EC2V 6EE
Tel: +44 (0)20 7382 0999
Email: ghvcts@greshamhouse.com
Company Secretary and Administrator
Gresham House Asset Management Limited
80 Cheapside, London, EC2V 6EE
Tel: +44 (0)20 7382 0999
Email: ghvcts@greshamhouse.com
Registrar
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield
HD4 7BH
Tel: 01484 240 910.
(Lines are open 9:00 am to 17:30 pm, Monday to Friday, excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate.)
Email: registrars@city.uk.com
Hub: https://gresham-house-vcts.cityhub.uk.com/login
Corporate Broker
Panmure Gordon (UK) Limited
40 Gracechurch Street
London
EC3V 0BT
Tel: 020 7886 2716
E-mail: chris.lloyd@panmure.com
Independent Auditors
Johnston Carmichael J
Johnston Carmichael
Bishop’s Court
29 Albyn Place
Aberdeen
AB10 1YL
Receiving Agent
The City Partnership (UK) Limited
The Mending Rooms, Park Valley Mills
Meltham Road
Huddersfield
HD4 7BH
Solicitors
Shakespeare Martineau LLP
60 Gracechurch Street
London
EC3V 0HR
Sponsors
Howard Kennedy Corporate Services LLP
1 London Bridge
London SE1 9BG
VCT Status Adviser
Philip Hare & Associates LLP
6 Snow Hill
London
EC1A 2AY
Distributor
Gresham House Wholesale Distribution
Chris Elliott
c.elliott@greshamhouse.com
M: 07827 920 066
Shareholder meetings
Annual Reports
Interim Reports
Key Information Document (KID)
Terms of reference
Shareholder circulars
Articles of Association
Corporate Governance
GRESHAM HOUSE INCOME & GROWTH 2 VCT PLC
Table of compliance with the Corporate Governance Code of the Association of Investment Companies August 2024 (“the AIC Code”)
The table below shows how the Company has complied with the AIC Code throughout the year ended 30 September 2025.
| AIC Code | Principle | Compliance and/or departure from the AIC Code |
|---|---|---|
| A | A successful company is led by an effective board, whose role is to promote the long-term sustainable success of the company, generating value for shareholders and contributing to wider society.
The board should ensure that the necessary resources, policies and practices are in place for the company to meet its objectives and measure performance against them. (Incorporates relevant content from UK Code Principle A) | The Board meets at least quarterly to assess the Company’s performance, viability and value over the short, medium and long term. It defines, evaluates and ranks its major risks to continued success and describes them within its Principal Risks table published as part of its Annual Report, alongside its Investment Policy and objectives.
The effectiveness of the Board and the Chairman is reviewed regularly as part of the internal control process led by the Audit Committee. |
| B | The board should establish the company’s purpose, values and strategy, and satisfy itself that these and its culture are aligned. All directors must act with integrity, lead by example and promote the desired culture.
(UK Code Principle B) | The Board discusses important issues faced by the Company and the industry, and exchange ideas about the future outlook of the business, at each meeting. The Board agrees a strategy and monitors performance against this agreed strategy on an ongoing basis.
The Board formally evaluates its own performance on an annual basis, usually at its Board meeting held within the quarter to 30 September, informed by the recommendations of the Nomination & Remuneration Committee which meets prior to that meeting. |
| C | Governance reporting should focus on board decisions and their outcomes in the context of the company’s strategy and objectives. Where the board reports on departures from the AIC Code’s provisions, it should provide a clear explanation. (UK Code Principle C) | The Board report in the Annual Report on their objectives and how these have been met. The Investment Adviser reports to the Board on the Company’s performance when measured against its industry peers at each Board meeting, from which the Board is able to determine whether or not its performance is satisfying, and what actions, if any, are needed to make improvement. The Board will report on a departure from the AIC Code provision on Chair’s tenure in its Annual Report for the year ended 30 September 2024. |
| D | In order for the company to meet its responsibilities to shareholders and stakeholders, the board should ensure effective engagement with, and encourage participation from, these parties.
(UK Code Principle D) | The Board has a duty to promote the success of the Company and to ensure that its obligations to Shareholders are met. The Company communicates with Shareholders and solicits their views where it is appropriate to do so.
The Board approves the circulation of the Half-Year and Annual Report and Financial Statements to Shareholders. Shareholders are welcome at the Annual General Meeting which provides a forum for Shareholders to ask questions of the Directors and the Investment Adviser and to discuss issues affecting the Company with them. The Company has its own website which is a dedicated section of the Investment Adviser’s website. During the year, the Board has assessed the limited levels of shareholder engagement in the VCT sector and sought to facilitate further engagement with the announcement of an expanded AGM, reported on Company performance in a revamped biannual shareholder newsletter and continued to promote the benefits of the Registrar’s shareholder portal. The Board has also considered the share buyback process and sought to simplify it for Shareholders. |
| E | Not applicable | Not applicable |
| F | The chair leads the board and is responsible for its overall effectiveness in directing the company. They should demonstrate objective judgement throughout their tenure and promote a culture of openness and debate. In addition, the chair facilitates constructive board relations and the effective contribution of all non-executive directors, and ensures that directors receive accurate, timely and clear information.
(UK Code Principle F) | The effectiveness of the Board and the Chairman is reviewed regularly as part of the internal control process led by the Audit Committee. The Board carried out a performance evaluation review in respect of the year ended 30 September 2024. As part of their review, the Directors considered the performance of each of the Directors, the Board as a whole and the Board’s committees in relation to specific areas of their activity. The performance of the Chairman was assessed separately. The Board as a whole discussed the outcome of the performance evaluation, and led by the Chairman, considered and agreed a plan of action to rectify any shortfalls where appropriate. The Board concluded that the performance of the Board, Board committees, the Chairman and the Directors remained effective, and that directors had received accurate, timely and clear information. |
| G | The board should consist of an appropriate combination of directors (and, in particular, independent non-executive directors) such that no one individual or small group of individuals dominates the board’s decision making. (Incorporates relevant content from UK Code Principle G) | The Board believes that there is a diversity of skill, gender, experience and approach amongst the Board members, each of whom are non-executive directors. Both the Board and the Nomination & Remuneration Committee give careful consideration to issues of board balance and diversity when considering board composition and appointments. Details of each Director’s experience and background is set out in the Annual Report. |
| H | Non-executive directors should have sufficient time to meet their board responsibilities. They should provide constructive challenge, strategic guidance, offer specialist advice and hold third party service providers to account.
(Incorporates relevant content from UK Code Principle H) | The Board make declarations of their own potential conflicts of interest and external engagements on an ongoing basis. They are asked to evaluate the amount of time committed in their external roles to ensure that they remain able to carry out all their required duties to the Company.
The Board meet quarterly to discuss the Company’s activities with the Investment Adviser. They have also appointed an Investment Committee to consider and approve all investment decisions. The Board continues to review all investment proposals and retains a right of veto. The Board has the opportunity to provide constructive challenge and strategic guidance of both the Company and its service providers’ performance and methods through direct communication with the Investment Adviser. The Board, with the support of the Management Engagement Committee, carries out a formal review of both the Investment Adviser and its service providers’ performance on an annual basis. |
| I | The Board, supported by the company secretary, should ensure that it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently.
(UK Code Principle I) | Gresham House Asset Management Limited (“GHAM”) was appointed as the Company Secretary for the Company throughout the year ended 30 September 2024. The Company Secretarial team at GHAM works in close communication with the Board, providing regular updates on matters for their consideration. This included regulatory and compliance matters requiring action or decision. The Board agrees policies in alignment with the advice of the Investment Adviser and Company Secretary so as to ensure the Company remained equipped to operate efficiently and with an awareness of best practice as both industry and regulation developments over time. |
| J | Appointments to the board should be subject to a formal, rigorous and transparent procedure, and an effective succession plan should be maintained. Both appointments and succession plans should be based on merit and objective criteria and, within this context, should promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths. (Incorporates relevant content from UK Code Principle J) | The Nomination and Remuneration Committee is responsible for proposing candidates for appointment to the Board and for overseeing the recruitment process. The Board and its Committees comprises of four independent directors.
The Committee considers diversity and equality in its recruitment of any new director, and promotes appointments based on merit, with a focus on identifying and seeking the required skills, expertise and experience that is needed to supplement the existing Board. |
| K | The board and its committees should have a combination of skills, experience and knowledge. Consideration should be given to the length of service of the board as a whole and membership regularly refreshed.
(UK Code Principle K) | The Board conducts an annual review of its performance and that of its individual directors.
The Board believe that there is a diversity of skills, gender, experience and approach amongst the Board members. Both the Board and Nomination and Remuneration Committee give careful consideration to issues of Board balance and diversity when considering Board composition and appointments. Details of each Director’s experience and background are set out in the Annual Report and Financial Statements. The Board considers the length of service of its directors on an ongoing basis, with the Nomination & Remuneration Committee giving consideration to succession and composition at its 4th quarter meeting, usually held in September. |
| L | Annual evaluation of the board should consider its composition, diversity and how effectively members work together to achieve objectives. Individual evaluation should demonstrate whether each director continues to contribute effectively.
(UK Code Principle L) | The Board conducts an annual review of its performance and that of its individual directors at its Board meeting in the quarter to 30 September, informed by the Nomination & Remuneration Committee.
During this, evaluation, consideration is given to the effectiveness of the Board’s and its committees current methods of working, both with itself, and with the Investment Adviser. Practical issues are highlighted and a collaborative approach is used with the Investment Adviser to seek improvement in areas where it is deemed to be beneficial. |
| M | The board should establish formal and transparent policies and procedures to ensure the independence and effectiveness of external audit functions and satisfy itself on the integrity of financial and narrative statements.
(Incorporates relevant content from UK Code Principle M) | The Board has established an Audit Committee tasked with monitoring the integrity of financial statements of the company, conducting a tender process for the external auditor and making recommendations for the appointment of an external auditor. The Committee reviews the external auditor’s independence and objectivity, with a final review and recommendation for the proposal to Shareholders of its reappointment taking place at its year end meeting, usually held in January.
The Board is of the belief that a committee of four members continues to provide the necessary balance and diversity of opinion required to achieve an objective assessment. |
| N | The Board should present a fair, balanced and understandable assessment of the company’s position and prospects.
(UK Code Principle N) | The Board considers a report from the Investment Adviser at each of its quarterly meetings which provides information on the performance of each of the investments in the portfolio, recent or forthcoming corporate actions at any of the investee companies and other matters related to the portfolio. The Board monitors the investments made by the Investment Adviser to ensure they are in line with the Company’s Investment Policy. The Board also considers peer group performance, asset allocation and wider industry and economic issues in reviewing investment performance and strategy. In addition, the Board monitors financial and other internal controls including maintenance of VCT status and the level of share price discount or premium.
In light of this information provided by the Investment Adviser and its other professional advisers, the Board formally reviews and discusses all its communications with Shareholders, particularly within its Half-Year and Annual Reports to ensure that it is presenting an informed, transparent, fair, balanced and understandable assessment of the Company’s position and prospects to its Shareholders. |
| O | The board should establish procedures to manage risk, oversee the internal control framework, and determine the nature and extent of the principal risks the company is willing to take in order to achieve its long-term strategic objectives.
(UK Code Principle O) | The Board has established a schedule of internal controls which highlights key risks and enables it to plan, measure and manage how it mitigates threats to its performance, and to prioritise its resources in doing so. These schedules are reviewed twice a year by its Audit Committee.
The Board monitors performance against its agreed strategy and reviews its overall strategy on an ongoing basis. From this, the Board reviews and defines the Company’s Principle Risks, which are then published and explained, along with information on associated mitigation measures, alongside the Company’s key policies in the Strategic Report within the Company’s Annual Report and Financial Statements. |
| P | Remuneration policies and practices should be designed to support strategy and promote long-term sustainable success.
(Incorporates relevant content from UK Code Principle P) | The Nomination & Remuneration Committee formally considers the remuneration of the Directors annually and makes recommendations to the Board. The Board reviews its Remuneration Policy on a 3-year basis to ensure that it remains appropriate and effective in enabling the Company to deliver its long-term strategic aims. It ensures that the Policy does not conflict with any of its key policies and objective. The Company seeks Shareholder approval of its Remuneration Policy by resolution at the Annual General Meeting on a 3-year basis, with Shareholder approval to be sought at the 2026 AGM
The Board are satisfied that the remuneration of the directors is aligned to the Company’s Remuneration Policy. |
| Q | A formal and transparent procedure for developing policy on remuneration should be established. No director should be involved in deciding their own remuneration outcome.
(Incorporates relevant content from UK Code Principle Q) | The Nomination & Remuneration Committee formally considers the remuneration of the Directors annually and makes recommendations to the Board. The Committee reviews industry standards with regards to directors’ remuneration to ensure that the level of remuneration remains appropriate and competitive so as to ensure that it is able to attract and maintain the level of experience and expertise required for an effective Board. The Board must be satisfied that the remuneration of the directors is aligned to the Company’s Remuneration Policy.
The Company publishes a Directors’ Remuneration report which provides a detailed breakdown of directors’ level of remuneration for both the forthcoming year and the year in review, in its Annual Report & Financial Statements which is published and available for public inspection. The Company seeks Shareholder approval of its Remuneration Policy by resolution at the Annual General Meeting on a 3-year basis. For further details, see the Annual Report and Financial Statements. |
| R | Directors should exercise independent judgement and discretion when authorising remuneration outcomes, taking account of company and individual performance, and wider circumstances.
(UK Code Principle R) | The Nomination and Remuneration Committee considers the remuneration of the Directors annually and makes recommendations to the Board. One of the main tenets of the Company’s Remuneration Policy is that directors’ fees should take account of the workload and responsibilities of each and the value and amount of time that each Director is required to commit to the Company. For further details, see the Annual Report and Financial Statements. |
Important information
Objective
The objective of the Company is to provide investors with a regular income stream, by way of tax-free dividends generated from income and capital returns, while continuing at all times to qualify as a VCT.
Investment policy
The Investment policy is designed to meet the Company’s overall objective:
Investments
The Company invests primarily in a diverse portfolio of UK unquoted companies. Investments are made selectively across a number of sectors, principally in established companies. Investments are usually structured as part loan stock and part equity in order to produce a regular income stream and to generate capital gains from realisations.
There are a number of conditions within the VCT legislation which need to be met by the Company and which may change from time to time. The Company will seek to make investments in accordance with the requirements of prevailing VCT legislation.
Asset allocation and risk diversification policies, including the size and type of investments the Company makes, are determined in part by the requirements of prevailing VCT legislation. No single investment may represent more than 15% (by VCT tax value) of the Company’s total investments at the date of investment.
Liquidity
The Company’s cash and liquid funds are held in a portfolio of readily realisable interest bearing investments, deposit and current accounts, of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.
Borrowing
The Company’s articles of association permit borrowings of amounts up to 10% of the adjusted capital and reserves (as defined therein). However, the Company has never borrowed and the Board would only consider doing so in exceptional circumstances.
Marketing of shares to retail investors
We confirm that the shares of Gresham House Income & Growth 2 VCT plc, (formerly Mobeus Income & Growth VCT plc) are currently ‘excluded securities’ in accordance with guidance issued by the Financial Conduct Authority and can therefore be recommended to retail investors by financial advisers.