Proven VCT plc : Top-up Offer for Subscription,...

ProVen VCT Ordinary Shares
Top-up Offer for Subscription, Tax year 2012-13

On 19 November 2012 ProVen VCT plc (the "Company") issued an Offer Document relating to an offer of Ordinary Shares in the Company (the "Offer") to raise up to £4 million.  The closing date of the Offer is 5 April 2013, unless previously fully subscribed.  Terms starting with capital letters, used in this notice, have the same meaning as in the Definitions section of the Offer Document.

Under new rules introduced on 31 December 2012, authorised financial intermediaries who provide investment advice to their clients ("Financial Advisers") are prohibited from receiving commission from providers of investment products.  Remuneration for their services now has to come from fees charged to and agreed with their clients.  For this reason, the Offer Document states that commission will only be paid to intermediaries providing investment advice to their clients in relation to Application Forms received by the Company by 1pm on 21 December 2012.  The new rules do not apply to authorised intermediaries who do not offer advice to their clients ("Execution Only Brokers"), who will continue to be able to receive commission on the basis set out in the Offer Document, subject to any future changes in the rules and regulations.

Under the new rules it is possible, however, for providers of investment products to facilitate the payment of fees to Financial Advisers on behalf of their clients.  The Company has, therefore, agreed to facilitate the payment of fees to Financial Advisers, by accepting an instruction from an Investor to deduct the amount of the fee agreed by them with their adviser, together with any applicable VAT, from the amount they send to the Company.  The Company will then send the amount deducted to the relevant adviser.  Investors should note that VCT tax reliefs will only be available on the amount subscribed for Ordinary Shares net of this deduction.

In view of the fact that the Manager will not have to pay commission in respect of Applications received through Financial Advisers, the Company will pay the Manager a reduced fee of 2.5% of the amount sent by Investors to the Company in respect of these Applications.  This compares to a fee of 5.5% in respect of Applications received through Execution Only Brokers and directly from Investors.  In view of the reduced fee, the Offer Price for Applications received through Financial Advisors will be the NAV of an Ordinary Share, divided by 0.975, rounded up to the nearest tenth of a penny.  The Offer Price for Applications received through Execution Only Brokers and directly from Investors will continue to be the NAV of an Ordinary Share, divided by 0.945, rounded up to the nearest tenth of a penny, as set out in the Offer Document.

The most recently published NAV per Ordinary Share as at the date of this notice is 101.6p.  Based on this NAV, the New Ordinary Shares would be issued at an Offer Price of 104.3p per Share for Applications made through Financial Advisers and at an Offer Price of 107.6p per Share for Applications made through Execution Only Brokers and by Investors directly to the Company.  Investors should note that, although the Offer Price will be lower for Applicants who submit their Application through a Financial Adviser, these Applicants may have to pay an advisory fee to their Financial Adviser. 

A new application form entitled Application Form 2 and printed in green to distinguish it from the Application Form in the Offer Document has been produced for Applications made through Financial Advisers.  This includes a new Section 2B, which should be completed by all Applicants submitting their Application through a Financial Adviser.  A copy of Application Form 2, as well as revised Terms and Conditions of Application and Notes on How to Complete the Application Form, can be downloaded from www.provenvcts.co.uk.

Applicants applying through Execution Only Brokers and directly to the Company should continue to use the blue Application Form included in the Offer Document.

ProVen VCT

10 January 2012

---

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(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

HUG#1669592