ProVen VCT plc
3 December 2015
Offer for Subscription
ProVen VCT plc (the "Company") announces that it has published a prospectus (comprising a Securities Note, Registration Document and Summary) (the "Prospectus") to raise up to £30 million with an over allotment facility of up to a further £10 million through an offer for subscription (the "Offer") of new ordinary shares ("New Ordinary Shares").
The Offer opens on 3 December 2015 and will close not later than 1.00 pm on 5 April 2016 in respect of the 2015/2016 Offer and not later than 1.00 pm on 31 May 2016 in respect of the 2016/2017 Offer, or as soon as the Offer is fully subscribed. The Directors in their absolute discretion may decide to close the Offer earlier or extend the closing date of the 2016/2017 Offer to a date no later than 30 November 2016.
Applicants (and their spouses) who had an existing shareholding in the Company, ProVen Growth and Income VCT plc or ProVen Planned Exit VCT plc on 30 September 2015 and whose application form is received by 1.00 pm on 29 January 2016 will be entitled to additional New Ordinary Shares equivalent to 2% of the amount subscribed. All other applicants whose application forms are received by 1.00 pm on 29 January 2016 will be entitled to additional New Ordinary Shares equivalent to 1% of the amount subscribed.
Pursuant to an agreement dated 3 December 2015 between, inter alia, the Company and Beringea LLP, the Company's investment manager ("Beringea"), Beringea will receive a fee (the "Fee") for acting as promoter of the Offer equal to five and a half (5.5) per cent. of the gross funds raised under the Offer from applications received through execution only brokers or directly from investors and three (3) per cent. of the gross funds raised under the Offer from applications received through financial advisers. Out of the Fee Beringea will pay all costs agreed between the Company and Beringea, including charges and expenses of or incidental to the Offer.
Pursuant to a deed of variation dated 3 December 2015, the investment management agreement (the "IMA") between the Company and Beringea will be varied as a result of the Offer to provide for an increase in the compensation payable to Beringea (the "Additional Compensation") in the event of an early termination of the IMA. The maximum amount of Additional Compensation payable is the sum of £533,164.
The Fee and Additional Compensation are smaller related party transactions under Listing Rule 11.1.10.
A copy of the Prospectus is available free of charge from the registered office of the Company or from:
Beringea LLP
39 Earlham Street
London WC2H 9LT
A downloadable version of the Securities Note is also available from www.provenvcts.co.uk.
Copies of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website address:
http://www.morningstar.co.uk/uk/NSM
For further information please contact:
Shane Elliott or Kate Justham on 020 7845 7820
Beringea LLP
Company Secretary
Telephone 020 7845 7820
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