Blackfinch Spring VCT : Circular to shareholders

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action to be taken, you should immediately consult a person authorised under the Financial Services and Markets Act 2000 (FSMA) who specialises in advising on the acquisition of shares and other securities.

If you have sold or otherwise transferred all of your shares in Blackfinch Spring VCT plc (the "Company"), please send this document and accompanying documents, as soon as possible, to the purchaser , transferee , stockbroker, authorised financial adviser or other person through whom the sale or transfer was effected for delivery to the purchaser or transferee.

This Circular has been approved by the Financial Conduct Authority ("FCA") in accordance with section 87A of the FSMA and will be made available to the public.

An application has been made to the FCA for the Ordinary Shares to be issued under the Offer to be listed on the premium segment of the Official List and will be made to the London Stock Exchange for those Ordinary Shares to be admitted to trading on its main market for listed securities.

Howard Kennedy Corporate Services LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and no-one else and will not, subject to the responsibilities and liabilities imposed by FSMA or the regulatory regime established thereunder, be responsible to any other person for providing advice in connection with any matters referred to herein.

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Blackfinch Spring VCT plc

(Registered in England and Wales with registered number 12166417)

General Meeting in connection with recommended proposals to:

• authorise the issue of Ordinary Shares whilst disapplying pre-emption rights
• approve the payment of the Investment Manager's Promoter Fees
• authorise the purchase of Ordinary Shares by the Company
• approve the cancellation of the Company's share premium account

_________________________________________________________________________________

Your attention is drawn to the letter from the Chairman of the Company set out in Part II of this document which contains a recommendation by your Board to vote in favour of the Resolutions. Your attention is also drawn to the risk factors set out in Part I of this document.

You will find set out at the end of this document a notice of the General Meeting, to be held at 11 am on 10 October 2023 at No.1 London Bridge, London SE1 9BG, to approve the Resolutions.

The right to vote at the General Meeting is determined by reference to the register of members of the Company at close of business two days prior to the General Meeting. Accordingly, to be entitled to vote, Shareholders must be entered in the register of members by close of business on 6 October 2023.

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To be valid, the forms of proxy for the General Meeting should be returned not less than 48 hours before the meeting (excluding weekends and public holidays), either by post or by hand (during normal business hours only) to the Company's Registrar, The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH. If you are a Shareholder who has opted for electronic communications, then you will have been sent an email which includes information on how to appoint a proxy on-line.

As an alternative to completing and returning a form of proxy by post or by hand, you may appoint a proxy electronically through the Registrar's online proxy voting application which can be found by copying https://proxy-blackfinch-gm.cpip.io into your web browser (the ""Proxy Voting App"). You will need your City investor number (CIN) and your "Access Code" which may be found either on the form of proxy or in the email sent to you by the Registrar.

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CONTENTS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
DIRECTORS, MANAGER AND ADVISERS	5
PART I	RISK FACTORS	6
PART II	LETTER FROM THE CHAIRMAN	7
PART III	ADDITIONAL INFORMATION	12
PART IV	DEFINITIONS	20
NOTICE OF GENERAL MEETING	24

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Circular	7 September 2023
Latest time and date for receipt of
Forms of Proxy for the General Meeting	11 a.m. on 6 October 2023
Voting record date	close of business on 6 October 2023
General Meeting	11 am on 10 October 2023

Future times and dates are indicative only and are subject to change by the Company. If the expected timetable of events changes from the above, the Company will release an announcement to this effect.

References to time in this Circular are to London time.

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DIRECTORS, MANAGER AND ADVISERS
Directors (all non-executive)	Peter Lionel Raleigh Hewitt (Chairman)
	Dr Katrina Tarizzo
	Dr Reuben Wilcock
all of (registered office, at)	1350-1360 Montpellier Court
	Gloucester Business Park
	Brockworth
	Gloucester
	Gloucestershire GL3 4AH
Investment Manager and Promoter	Blackfinch Investments Limited
	1350-1360 Montpellier Court
	Gloucester Business Park
	Brockworth
	Gloucester
	Gloucestershire GL3 4AH
VCT Tax Adviser	Philip Hare & Associates LLP
	6 Snow Hill
	London
	EC1A 2AY
Sponsor	Howard Kennedy Corporate Services LLP
	No. 1 London Bridge
	London SE1 9BG
Auditors	BDO LLP
	55 Baker Street
	London W1U 7EU
Solicitors	Howard Kennedy LLP
	No. 1 London Bridge
	London SE1 9BG
Secretary	The City Partnership (UK) Limited
	The Mending Rooms, Park Valley Mills
	Meltham Road
	Huddersfield HD4 7BH
Registrars	The City Partnership (UK) Limited
	The Mending Rooms
	Park Valley House
	Meltham Road
	Huddersfield HD4 7BH
Receiving Agents in respect of the Offer	Blackfinch Investments Limited
	1350-1360 Montpellier Court
	Gloucester Business Park
	Brockworth
	Gloucester
	Gloucestershire GL3 4AH

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