Gresham House Income & Growth VCT plc

Prior to July 2024 there were four Mobeus VCTs. Following shareholder approval these four companies were merged to become two.

Mobeus Income & Growth 2 VCT plc (MIG2) and Mobeus Income & Growth 4 VCT plc (MIG4) were put into liquidation with the assets transferred to Mobeus Income & Growth VCT plc (MIG) and The Income & Growth VCT plc (I&G) respectively.

In June 2025, The Income & Growth VCT plc and Mobeus Income & Growth VCT plc were renamed to become Gresham House Income & Growth VCT plc and Gresham House Income & Growth 2 VCT plc respectively.

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Dividend Declared – A 2.50 pence per share interim dividend has been declared in respect of the year ending 30 September 2025. This dividend will be paid on 11 April 2025 to Shareholders on the Register on 14 March 2025.

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.

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:

Scheme Rules

Mandate form

NAV cumulative total return per share since launch

* 'Launch' is based upon an issue price at launch of 94.5 pence (being 100 pence less 5.5 pence issue costs).

Annual General Meeting – 5 March 2025

Proxy voting results – 5 March 2025 >>

Notice of AGM – 5 March 2025 >>

KID – June 2024 >>

Audit Committee >>

Nomination & Remuneration Committee >>

Investment Committee >>

Management Engagement Committee >>

Matters reserved for board approval >>

June 2024 >>

Articles of Association >>

Anti-bribery policy

The VCT has adopted a zero tolerance approach to bribery.  The following is a summary of its policy:

• It is the Company’s policy to conduct all of its business in an honest and ethical manner.  The Company is committed to acting professionally, fairly and with integrity in all its business dealings and relationships where it operates.

• Directors and service providers must not promise, offer, give, request, agree to receive or accept a financial or other advantage in return for favourable treatment, to influence a business outcome or to gain any other business advantage on behalf of themselves or of the Company or encourage others to do so.

• The Company has communicated its anti-bribery policy to each of its service providers.  It requires each of its service providers to have policies in place which reflect the key principles of this policy and procedures and which demonstrate that they have adopted procedures of an equivalent standard to those instituted by the Company.

A full copy of the VCT’s anti-bribery policy and procedures can be obtained from the Company Secretary by sending an email to ghvcts@greshamhouse.com.

Corporate governance

The Board recognises the importance of sound corporate governance. It endorses and has been an early adopter of the main principles of good corporate governance set out in the Association of Investment Companies Code of Corporate Governance August 2024 (“the AIC Code”) which addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Financial Reporting Council (FRC) has confirmed that in complying with the AIC Code the Company will meet its obligations in relation to the UK Corporate Governance Code and the associated disclosure requirements under the UK Listing Rules.

The Board considers that the Company has complied with the AIC Code throughout the period ended 30 September 2024. A table providing more detailed explanations of how the Company has complied can be downloaded by clicking here.

Objective

The Objective of the Company is to provide investors with an attractive return by maximising the stream of the tax-free dividend distributions from the income and capital gains generated by a diverse and carefully selected portfolio of investments, while continuing at all times to qualify as a VCT.

Investment Policy

The Company’s policy is to invest primarily in a diverse portfolio of UK unquoted companies. Investments are generally structured as part loan and part equity in order to receive regular income and to generate capital gains upon sale.

Investments are made selectively across a number of sectors, principally in established companies.

The Company’s cash and liquid resources are held in a range of instruments of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.

VCT Regulation

The Investment Policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC.

Principal conditions to be a VCT:-

1. A VCT must have at least 80% by VCT tax value of its total investments throughout the period in shares or securities comprised in VCT qualifying holdings (see below).

2. For funds raised after 6 April 2011 and all investments made after 5 April 2018, a minimum overall of 70% by VCT tax value must be in ‘eligible shares’ which carry no preferential rights (save as may be permitted under VCT rules).

3. In addition, although a VCT can invest less than 70% of an investment in a specific company in eligible shares it must have at least 10% by VCT tax value of its total investment in each VCT qualifying company’s eligible shares.

4. A VCT may not invest more than 15% of its total investments (shares, securities and liquidity) in a single company or group (measured by VCT tax value at the time of investment)

5. VCTs are required to invest 30% of any funds raised in an accounting period in qualifying holdings within 12 months of the end of that accounting period and the period for reinvestment of the proceeds on disposal of qualifying investments is 12 months.

To be a VCT qualifying holding, the principal requirements for the companies in which investments are made are to:

1. carry on a qualifying trade;

2. have no more than £15 million of gross assets at the time of investment and £16 million immediately following the investment;

3. have a maximum age which is generally up to seven years (ten years for knowledge intensive businesses);

4. receive no more than an annual limit of £5 million and a lifetime limit of £12 million (for knowledge intensive businesses the annual limit is £10 million and the lifetime limit is £20 million) from VCTs and similar sources of State Aid funding;

5. use the funds received from VCTs for growth and development purposes.

Asset Mix

The Company initially holds its funds in a portfolio of interest bearing investments and deposits. The investment portfolio of qualifying investments is built up over a three year period with the aim of investing and maintaining at least 80% of net funds raised in qualifying investments.

Risk diversification and maximum exposures

Risk is spread by investing in a number of different businesses across different industry sectors. To reduce the risk of high exposure to equities, each qualifying investment is structured to achieve the optimum balance between loan stock and equity to provide protection against downside risk alongside the best potential overall returns.

Co-investment

The Company is entitled to invest alongside other VCTs advised by Mobeus that have a similar investment policy, normally on a pro rata to net assets basis.

Borrowing

The Company’s Articles of Association permit borrowing of up to 10% of the adjusted capital and reserves (as defined therein). However, it has never borrowed and the Board has currently no plans to undertake any borrowing.

Marketing of shares to retail investors

We confirm that the shares of Gresham House Income & Growth VCT plc, (formerly The 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.