ProVen VCT plc: Statement re. Offer for Subscri...

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

11 January 2022        

Publication of Prospectus

Further to the announcement made on 8 November 2021, 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 £40,000,000 by way of an issue of new ordinary shares in the Companies ("New Ordinary Shares"), each raising up to £20,000,000, with an over-allotment facility of up to a further £40,000,000 in aggregate (being up to £20,000,000 for each of the Companies), payable in full in cash on application (the “Offer”).

The Offer opens on 11 January 2022 and will close not later than 1.00 p.m. on 4 April 2022 in respect of the 2021/2022 Offer and not later than 1.00 p.m. on 29 April 2022 in respect of the 2022/2023 Offer, or as soon as the Offer is fully subscribed. The directors of each of the Companies may decide to extend the Offer in respect of their Company at their absolute discretion to a date no later than 12 December 2022.

Applicants (and their spouses) who had an existing shareholding in one of the Companies on 11 January 2022, and whose valid Application forms part of the first £5 million of valid Applications for each Company and is received by 1 p.m. on 11 February 2022, will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to 1.5% of the amount subscribed. 

All other Applicants whose valid Application forms part of the first £5 million of valid Applications for each Company and is received by 1 p.m. on 11 February 2022 will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to 0.75% of the amount subscribed.

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 10 January 2022 between, inter alia, the Companies and 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 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.

Pursuant to a deed of variation dated 10 January 2022 (the "ProVen Deed of Variation"), the investment management agreement between ProVen VCT plc and Beringea (the "ProVen IMA") will be varied as a result of the Offer to provide for an increase in the compensation payable to Beringea in the event of an early termination of the ProVen IMA. The ProVen Deed of Variation provides that Beringea will be entitled to receive compensation equivalent to 2% per annum of the amount raised by ProVen VCT plc under the Offer from the date of termination of the ProVen IMA until 28 February 2025.

Pursuant to a deed of variation dated 10 January 2022 (the “PGI Deed of Variation”), the investment management agreement (the "PGI IMA") between ProVen Growth and Income VCT plc and Beringea will be varied as a result of the Offer to provide for an increase in the compensation payable to Beringea in the event of an early termination of the PGI IMA. The PGI Deed of Variation provides that Beringea will be entitled to receive compensation equivalent to 2% per annum of the amount raised by ProVen Growth and Income VCT plc under the Offer from the date of termination of the PGI IMA until 28 February 2025.

The Fee and the above amendments to the ProVen IMA and the PGI IMA are small related party transactions between each of the Companies and Beringea under Listing Rule 11.1.10R.

In addition to the related party transactions described above, Malcolm Moss, a director of both Companies intends to invest £25,000 in each of the Companies under the Offer. Beringea is an associate of Mr Moss under the Listing Rules and, accordingly, the payment of the Fee and the above amendments to the ProVen IMA and the PGI IMA are required under the Listing Rules to be aggregated with Mr Moss's intended subscriptions. On an aggregated basis all of these proposed transactions are small related party transactions between Mr Moss and each of the Companies under Listing Rule 11.1.10R.

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.provenvcts.co.uk.

A copy of the Prospectus is available, free of charge, from the registered office of the Companies or from:

Beringea LLP
Charter House
55 Drury Lane
London WC2B 5SQ

If the registered office or Beringea’s office is closed due to government restrictions, copies may be requested via email to [e-mail] or by calling Beringea on 020 7845 7820.

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]