ProVen Growth and Income VCT plc: Statement re. Offer for Subscription

ProVen VCT plc (LEI: 21380091P1TTU2Z2AW75)        
ProVen Growth and Income VCT plc (LEI: 213800K1RM776QM8XG84)
(together the "Companies" and each being a "Company")        

6 November 2024        

Publication of Prospectus

The Companies announce that they have today published a Prospectus (comprising a Securities Note, Registration Document and Summary) in respect of an offer for subscription to raise up to £30,000,000 in aggregate by way of an issue of new ordinary shares in the Companies ("New Ordinary Shares"), with an over-allotment facility of up to a further £10,000,000 in aggregate (each Company raising a maximum of £20,000,000 including the over-allotment facility), payable in full in cash on application (the “Offer”).

The Offer opens on 6 November 2024 and will close not later than 5.00 p.m. on 3 April 2025 in respect of the 2024/2025 Offer and not later than 5.00 p.m. on 30 April 2025 in respect of the 2025/2026 Offer, or as soon as the Offer is fully subscribed. The directors of each of the Companies may decide to extend the 2025/2026 Offer in respect of their Company at their absolute discretion to a date no later than 5 November 2025.

Applicants (and their spouses/civil partners) who had an existing shareholding in one of the Companies on 5 November 2024, and whose valid Application is accepted (including cleared funds) in the months listed in the table below and which forms part of the first £5 million of valid Applications for each Company, will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to the percentages of the amount subscribed set out in column marked (A) in the table below for that month.

All other Applicants whose valid Application is accepted (including cleared funds) in the months listed in the table below and which forms part of the first £5 million of valid Applications for each Company, will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to the percentages of the amount subscribed set out in column marked (B) in the table below.

Month of Application	Percentage of Amount Subscribed
	(A) Existing Shareholders	(B) New Shareholders
November 2024	1.00%	0.50%
December 2024	0.75%	0.40%
January 2025	0.50%	0.30%
February 2025	0.50%	0.30%

The subscription price of the additional New Ordinary Shares to be received by early applicants will be met by Beringea LLP, the Companies' investment manager ("Beringea").

Pursuant to an agreement dated 6 November 2024 between, inter alia, the Companies and Beringea, Beringea will receive a fee (the "Fee") for acting as promoter of the Offer equal to three and a half (3.5) per cent. of the gross funds raised under the Offer from applications received directly from investors and three (3) per cent. of the gross funds raised under the Offer from applications received through a financial adviser or an execution-only broker. Out of the Fee Beringea will pay all costs, agreed between the Companies and Beringea, including charges and expenses, of or incidental to the Offer.

The board of each Company believes that the Fee is fair and reasonable as far as the shareholders of their respective Company are concerned and have been so advised by Howard Kennedy Corporate Services LLP, as sponsor to each Company.

To obtain a copy of the Securities Note, investors and Financial Advisers should call Beringea, on 020 7845 7820. A downloadable version of the Securities Note is also available from www.proveninvestments.co.uk.

A copy of the Prospectus is available, free of charge, from the registered office of the Companies and Beringea at:

Charter House
55 Drury Lane
London WC2B 5SQ

Copies of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for viewing online at the following web-site address:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

For further information please contact Shane Elliott on 020 7845 7820.

Beringea LLP
Company Secretary
Telephone [phone]