Proven VCT plc : Interim Management Statement

ProVen VCT plc

Interim Management Statement

for the three months ended 30 November 2012

In accordance with Rule 4.3 of the Disclosure and Transparency Rules of the UK Listing Authority, ProVen VCT plc presents an Interim Management Statement for the three month period ended 30 November 2012. The statement also includes relevant financial information between the end of the period and the date of publication of this statement.

Performance

New Ordinary Shares

(Per New Ordinary Share)	Unaudited 30 Nov 2012	Unaudited 31 Aug  2012*	Unaudited 31 May  2012*	Audited 29 Feb  2012*
	Pence	Pence	Pence	Pence
Net Asset Value ("NAV")	102.7	101.6	98.6	98.8

* Equivalent NAV based on the two- for-one consolidation of the Original Ordinary Shares that took place in October 2012

Historic performance for the former 'C' Shares and 'D' Shares that converted into New Ordinary Shares in October 2012  has not been presented.

Quoted investments are valued at the closing bid price at 30 November 2012. Unquoted investments are valued at fair values established using the International Private Equity and Venture Capital Valuation Guidelines.

Share Conversion

Following Shareholder approval at the AGM in August 2012 and Shareholder meetings on 24 October 2012, conversions of the 'C' Shares and 'D' Shares into New Ordinary Shares took place on 30 October 2012. Immediately prior to the conversions, the Original Ordinary Shares were consolidated.

Under the share conversions and consolidation, 'C' Shareholders received approximately 0.9213 New Ordinary Shares for each 'C' Share held previously, 'D' Shareholders received approximately 0.8720 New Ordinary Shares for each 'D' Share held previously and Ordinary Shareholders received 0.5 New Ordinary Shares for each Original Ordinary Share held previously. 

Dividends

No dividends were paid or declared in the three months to 30 November 2012 or in the period from 1 December 2012 to the date of publication of this statement.

Investment portfolio summary at 30 November 2012

Portfolio summary

	Valuation
	£'000
Venture capital investments
Think Limited	5,280
Espresso Group Limited	3,964
Donatantonio Limited	2,336
SPC International Limited	2,207
Fjordnet Limited	1,819
Campden Media Limited	1,770
Tossed Limited	1,462
Eagle Rock Entertainment Group Limited	1,352
Matssoft Limited	1,089
Speed-Trap Holdings Limited	1,081
Other investments	8,027
	30,387
Cash at bank and other liquid funds	15,937
Total	46,324

Investment activity during the three month period ended 30 November 2012

Additions

	£'000
Cognolink Limited	949
Speed-Trap Holdings Limited	609
Inskin Media Limited	365
Utility Exchange Online Limited	275
Senselogix Limited	17
	2,215

Disposals

	Cost	Market value  at 1 Sep 2012	Disposal  proceeds	Gain against  cost	Realised  gain in  period
	£'000	£'000	£'000	£'000	£'000
Cross Solar PV Limited	75	75	75	-	-
Sports Holdings Limited	9	9	9	-	-
	84	84	84	-	-

Investment activity from 1 December to the publication of this statement.

Additions

	£'000
Skills Matter Limited	476
Fjordnet Limited	399
Matssoft Limited	235
	1,110

Disposals

	Cost	Market value  at 1 Sep 2012	Disposal  proceeds	Gain against  cost	Realised  gain in  period
	£'000	£'000	£'000	£'000	£'000
Campden Media Limited	167	167	167	-	-

Top-up Offer for Subscription

On 23 November 2012, the Company launched a top-up offer for subscription seeking to raise up to £4 million.

Proposed enhanced share buyback

The Company announces that it is planning to launch an Enhanced Share Buyback facility ("ESB") to shareholders. The ESB will provide a means for existing shareholders to apply to tender some or all of their existing Ordinary Shares (subject to scaling back) to the Company at the last published net asset value, with the sales proceeds being used to subscribe for new Ordinary Shares in the Company. The new shares will be subscribed for at a small premium above net asset value to contribute towards the costs of the ESB. The ESB therefore provides a shareholder with the opportunity to retain almost all of his or her investment in the Company, while obtaining new VCT income tax relief of up to 30 per cent of the amount subscribed (subject to shareholders' personal circumstances, annual investment limits and reducing the income tax liability to nil). Participation in the ESB may not be suitable for all shareholders and, therefore, shareholders intending to participate in the ESB are recommended to consult with their adviser as to whether it is appropriate for them to do so.

Implementation of the ESB will be subject to shareholder approval of authorities to be proposed at a general meeting of the Company to be convened. Further details, including a circular and ESB application form, will be sent to shareholders in due course.

Changes to share capital

	New Ordinary Shares of 10p each	Original Ordinary Shares of 5p each	'C' Shares of 25p each	'D' Shares of 1p each
As at 1 September 2012	-	52,373,714	12,691,629	8,227,508
Shares bought back during 3 months to 30 November 2012	-	-	(35,266)	-
Share conversion on 30 October 2012	44,931,432	(52,373,714)	(12,656,363)	(8,227,508)
As at 30 November 2012	44,931,432	-	-	-

In the period from 1 December 2012 to the date of publication of this statement, 227,000 New Ordinary Shares were repurchased and subsequently cancelled.

On 21 December 2012, 1,078,261 New Ordinary Shares were issued at 107.6p per share pursuant to the top-up offer for subscription.

Material events

Other than as described above, there were no material events during the period from 1 September 2012 to 30 November 2012 or in the period from 1 December 2012 to the date of publication of this statement.

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(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Proven VCT plc via Thomson Reuters ONE

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