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Sponsor Service – Prospectus and Circular for up to £40 million secondary fundraise for Downing ONE VCT


In September 2019, Downing ONE issued a prospectus relating to an offer for subscription for new ordinary in readiness for the peak VCT season, ahead of the 5 April 2020 tax year end with the aim to raise approximately £15 million in total.

Additionally, Downing ONE published a circular convening a shareholders’ meeting to:

  • Consider resolutions to approve the Offer
  • Seek shareholders’ approval of a number of related party transactions (“RPTs”) with Downing ONE’s Investment Manager, Downing LLP.

The RPTs included implementation of a performance incentive agreement, and changes to the governing investment management agreement requiring the appointment of a Sponsor under the FCA’s Listing Rules to provide financial advice to the Downing ONE Board. SPARK was appointed to fulfil this role.

The offer:

  • Generous tax reliefs for qualifying investors
  • Strong investment adviser in Downing LLP
  • Lower running costs
  • Greater diversification
  • Portfolio diversification

The Company sought to raise up to £40m  to invest predominantly in unquoted VCT Qualifying Companies, in line with the Company’s investment policy.


  • Partners Neil Baldwin and Mark Brady have strong track records in acting as Sponsor to VCTs
  • Acted for a number of different VCT managers on IPOs and top up offers
  • Previously worked successfully with Downing VCTs