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")        
19 October 2022        

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 £40,000,000 by way of an issue of new ordinary shares in the Companies ("New Ordinary Shares"), each Company 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 19 October 2022 and will close not later than 1.00 p.m. on 4 April 2023 in respect of the 2022/2023 Offer and not later than 1.00 p.m. on 28 April 2023 in respect of the 2023/2024 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 9 October 2023.

Applicants (and their spouses) who had an existing shareholding in one of the Companies on 19 October 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 18 November 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 18 November 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 19 October 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.

The payment of the Fee is a small related party transaction to be entered into 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 £10,000 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 is 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.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

If the registered 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]