Proven Growth & Income VCT plc : Merger Update

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PROVEN GROWTH AND INCOME VCT PLC

6 august 2013

ISSUE OF NEW ORDINARY SHARES IN CONNECTION WITH THE RECONSTRUCTION AND WINDING UP OF PROVEN HEALTH VCT PLC AND AMENDMENT OF ARTICLES OF ASSOCIATION

Issue of New Ordinary Shares

The Board of ProVen Growth and Income VCT plc (the "Company") refers to the circular and prospectus published by the Company on 27 June 2013 in connection with, inter alia, the participation of the Company in the proposed scheme for the reconstruction and winding up of ProVen Health VCT plc ("PHV"). 

The Board is pleased to announce that, following the passing of the resolutions at the general meeting of PHV earlier today, the Company will acquire £6.2 million of assets of PHV in consideration for the issue of New Ordinary Shares to PHV Shareholders.  The assets acquired comprise of PHV's portfolio of 12 investments (which are consistent with the Company's new investment policy) and approximately £2.8 million in cash and debtors.

The number of New Ordinary Shares to be issued to PHV Shareholders under the PHV Scheme is based on the adjusted Net Asset Value of an Ordinary Share (the "FAV per Ordinary Share") and the adjusted Net Asset Value of a PHV Share (the "FAV per PHV Share"). The FAV per Ordinary Share and the FAV per PHV Share were calculated as at close of business on 2 August 2013.  The FAV per Ordinary Share was 83.64 pence and the FAV per PHV Share was 30.23 pence.  Accordingly, PHV Shareholders will receive approximately 0.3614 New Ordinary shares for every PHV Share held by them and 7,447,624 New Ordinary Shares in aggregate will be issued to PHV Shareholders.

Applications have been made for the New Ordinary Shares to be issued pursuant to the PHV Scheme to be admitted to the Official List (with a Premium Listing) and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market.  It is expected that Admission will occur and dealings will commence in the New Ordinary Shares to be issued pursuant to the PHV Scheme at 8.00 a.m. on 7 August 2013.

Total voting rights

Each Ordinary Share has one voting right.  Following the issue of New Ordinary Shares pursuant to the PHV Scheme, the Company will have 59,690,212 Ordinary Shares in issue.  No Ordinary Shares are held by the Company in treasury.  The total number of voting rights in the Company will therefore be 59,690,212 and this figure may be used by Ordinary Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules. 

Changes to the Board

Following approval of the Proposals, Frank Harding has joined the board of the Company as a non-executive director, with immediate effect. Save for as disclosed in the Prospectus, there are no other details to be disclosed pursuant to Listing Rule 9.6.13 in relation to this Board appointment. A copy of the Prospectus is available for inspection at the National Storage Mechanism, which is located at http://www.morningstar.co.uk/uk/NSM.

Amendment of Articles of Association

As the conditions of the PHV Scheme have been satisfied, the amendments to the Articles of Association approved at the General Meeting have now become effective.

Definitions

Terms defined in the circular published by the Company on 27 June 2013 have the same meanings in this announcement unless the context requires otherwise.

Further information

For further information please contact.

Steven Tuckley

Beringea LLP

020 7845 7820

Notes

This announcement is for information purposes only and does not purport to be full or complete and any decision regarding the Proposals should be made only on the basis of the Circular and the Prospectus. 

This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investment in any jurisdiction, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor. 

The issue and the distribution of this announcement, the Circular and/or the Prospectus in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to this announcement, the Circular and/or the Prospectus comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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Source: Proven Growth & Income VCT plc via Thomson Reuters ONE

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