Half-yearly report
ProVen Growth & Income VCT plc
Half-Yearly Report for the six months ended 31 August 2010
Financial Summary
 31 Aug 31 Aug 28 Feb
2010 2009 2010
Ordinary shares*
Net asset value per share 71.3p n/a 74.1p
'D' shares
Net asset value per share 91.9p 93.4p 92.3
*The current ordinary shares were created in October 2009 from the merger of
ordinary shares issued in 2000/01 and 2001/02 and C shares issued in 2005/06.
Further issues of ordinary shares were made in 2009/10 and 2010/11.
Chairman's Statement
Introduction
I am pleased to present my first report to Shareholders since taking over as
Chairman of the Company at the Annual General Meeting in August. On behalf of
the other directors and myself, I would like to thank Andrew Davison for his
wise counsel throughout the years he chaired the Company and look forward to
continuing to hear his views as a result of his ongoing role as chairman of
ProVen VCT plc.
The six-month period ended 31 August 2010 has seen a reasonably stable overall
performance by each of the Company's share pools, with falls in the value of
some investments generally being offset by the better performing investments.
The uncertain economic outlook has continued to produce a challenging
environment for new investment activities, although I am pleased to report an
increased level of activity in recent months.
Net asset values
Ordinary shares
As at 31Â August 2010, the net asset value ("NAV") per Ordinary share stood at
71.3p, a decrease of 2.8p per share or 3.8% since the year end.
'D' shares
As at 31Â August 2010, the NAV per 'D' share stood at 91.9p, an increase of 0.4p
per share or 0.4% since the year end.
Fundraising
As reported previously, the Ordinary Share Top-Up Offer raised in conjunction
with ProVen VCT plc and ProVen Health VCT plc closed on 28 May 2010 having
raised £0.7 million for ProVen Growth and Income VCT plc.
The Linked 'D' Share Offer with ProVen VCT plc closed on 29 October 2010 having
raised a total of approximately £2.6 million for the Company.
Venture capital investments
Ordinary share portfolio
During the period, the Ordinary share pool made two follow-on investments at a
total cost of £489,000 and had one realisation in the form of repayment of
Overtis Group loan notes at par.
The net effect of investment valuation movements over the period was an
unrealised loss of £606,000.
'D' share portfolio
The 'D' share pool completed its first investment during the period, being
£504,000 into Tossed Limited.
Further details of the developments within the investment portfolios are
included in the Investment Manager's Report.
Results and dividends
The Income Statement shows a loss on ordinary activities after taxation for the
Company for the period of £803,000 (£7,000 revenue loss and £796,000 capital
loss). Details of how this is analysed between the share pools is shown in the
section headed Unaudited Income Statement.
No interim dividends will be paid in respect of any class of shares.
Share buybacks
The Company continues to have a policy of purchasing its own shares that become
available in the market in order to help provide liquidity to those Shareholders
that need it. The Company has a current policy of purchasing Ordinary shares at
a price equivalent to a 10% discount to the latest published NAV and at a 5%
discount in respect of 'D' shares.
During the period, the Company purchased 225,885 Ordinary shares at an average
price of 66.1p per share and 55,698 'D' shares at an average price of 92.4p per
share. These shares were subsequently cancelled.
Risk and uncertainties
Under the Disclosure and Transparency Directive, the Board is required, in the
Company's half-yearly results, to report on principal risks and uncertainties
facing the Company over the remainder of the financial year.
The Board has concluded that the key risks facing the Company over the remainder
of the financial year are as follows:
    i.        investment risk associated with investing in small and immature
businesses;
    ii.      investment risk arising from extremely volatile stock market
conditions and their potential effect on investment valuation; and
    iii.     failure to maintain approval as a VCT.
In the case of (i), the Board is satisfied with the Company's approach. The
Investment Manager follows a rigorous process in vetting and careful structuring
of new investments and, after an investment is made, close monitoring of the
business. In respect of (ii), the Company seeks to hold a diversified portfolio
within the restrictions of the VCT regulations.
The Company's compliance with the VCT regulations is continually monitored by
the Administrator, who reports regularly to the Board on the current position.
The Company also retains PricewaterhouseCoopers to provide regular reviews and
advice in this area. The Board considers that this approach reduces the risk of
a breach of the VCT regulations to a minimal level.
Outlook
Recent economic events have created conditions which are not only presenting
barriers to completing good quality new investments at realistic prices but also
extending the period it takes to complete them. The Investment Manager has,
however, completed three new investments since the period end and I am therefore
confident that the Company is well placed to reach its investment targets in the
future.
Marc Vlessing
Chairman
29 October 2010
Investment Manager's Report
Introduction
We are pleased to present our review of the investment portfolio for the six
month period ended 31 August 2010. Against a backdrop of mixed economic news and
continuing economic uncertainty we continue to focus on what we can do both to
enhance existing portfolio company value and to take advantage of new investment
opportunities. We are in regular dialogue with portfolio company management
regarding strategy and commercial issues and actively review up-to-date
management and financial information; we have reviewed many new investment
opportunities and made a number of new and follow-on investments, some of which
occurred after the period end but prior to the date of this report.
Additionally, some potential investments which, for various reasons, were not
suitable or did not proceed, are being monitored so that we are well positioned
to consider future investment if the opportunity arises.
The following commentary is designed to provide investors with an overview of
the portfolio during the period whilst ensuring that sensitive information which
could ultimately affect the returns of both portfolio companies and their
investors (including the Company), is not disclosed.
Portfolio activity and valuation
Ordinary share pool
At 31 August 2010, the Company's ordinary share portfolio compromised holdings
in 25 companies, 21 of which were unquoted and 4 quoted, with a cost of £16.7
million and a valuation of £14.4 million. In addition, the ordinary shares held
cash and liquidity funds of £3.1 million. Two follow-on investments were made in
the period: £246,000 in Steak Media and a short term loan of £243,000 in Overtis
Group. The trading subsidiary of the Vending Corporation went into
administration early in the period (as outlined in the annual report to 28
February 2010) and has been treated as realised. The Company redeemed its loan
notes in Overtis Group following the disposal of its Solutions division to AIM
quoted Digital Barriers plc. Overtis is now focussed on developing its
VigilancePro® user activity management software. This software is relevant
across all business sectors and is being used, with considerable success, by a
number of police forces across the UK where the protection of data is
paramount.
Espresso Group and Fjordnet together account for approximately 25% of the value
of the ordinary share pool. During the period Espresso announced the expansion
of its primary school product, Espresso Primary, into the US market through a
partnership with a specialist US company called Defined Learning, Inc. The
company's UK market continues to hold up well with high renewal rates for the
core primary and secondary school products. Fjordnet is a digital media agency,
an area in which we have particular experience. The investment has exceeded our
initial expectations and is, we believe, well positioned for future growth.
Within the remaining portfolio there have been a number of strongly performing
companies across a number of sectors and we are optimistic that there is further
value to be achieved over time.
The Ordinary share pool decreased in value by £606,000 over the period
reflecting both individual portfolio company circumstances and wider changes to
market comparables. Notable valuation movements since 28 February 2010 included
Donatantonio, Overtis, Steak Media, Path Group and Heritage Partners.
'D' share pool
The 'D' share pool made its first investment during the period, a £504,000
investment in healthy eating outlet chain Tossed alongside the Ordinary share
pool and ProVen VCT. At the 31 August 2010, the pool held cash and liquidity
funds totalling £7.1 million, some of which was utilised by investments
completed after the period end and outlined in more detail below.
Post period end portfolio activity
In the period since 31 August 2010, the Company completed the following new
investments from the 'D' share pool:
   ·         Monica Vinader Limited, a high end fashion jewellery brand,
£138,000;
   ·         Senselogix Limited, a provider of energy savings solutions,
£69,000; and
   ·         Speed-Trap Limited, which provides real time analysis of online
customer behaviour, £295,000.
Outlook
The period since 28 February 2010 to the date of this report has seen a number
of new investments and continued support of the existing portfolio. We are also
looking at a number of interesting investment opportunities. The full impact of
the UK government's spending review announced earlier this month will obviously
take time to feed through the economic system but undoubtedly new opportunities
will be created for investors. With a significant portion of the 'D' share funds
in low risk cash and cash equivalents, the Company is well placed to take
advantage of any opportunities that may arise.
Beringea LLP
29 October 2010
Unaudited Balance Sheet
as at 31 August 2010
Company Total
 31 Aug  31 Aug  28 Feb
2010 2009 2010
 £'000  £'000  £'000
Fixed assets
Investments 14,928 Â 13,624 Â 15,270
Current assets
Debtors 92 Â 5,318 Â 969
Current investments 2,500 Â 2,500 Â 2,500
Cash at bank and in hand 7,695 Â 619 Â 5,007
Creditors: amounts falling due within one year (266) Â (230) Â (1,086)
Net current assets 10,021 Â 8,207 Â 7,390
Net assets 24,949 Â 21,831 Â 22,660
Capital and reserves
Called up share capital 477 Â 1,105 Â 438
Capital redemption reserve 947 Â 275 Â 943
Share premium account 8,418 Â 4,955 Â 5,167
Special distributable reserve 18,099 Â 20,771 Â 19,381
Capital reserve - realised (105) Â 139 Â (35)
Unrealised holding losses (2,231) Â (5,062) Â (2,636)
Revenue reserve (656) Â (352) Â (598)
Equity shareholders' funds 24,949 Â 21,831 Â 22,660
Net asset value per share:
Ordinary share 71.3p  n/a  74.1p
Original ordinary share n/a  43.6p*  n/a
'C' share n/a  70.7p  n/a
'D' share 91.9p  93.4p  92.3p
*This does not include the 'C' shares that were converted into Ordinary shares
on 26 October 2009
Unaudited Balance Sheet
as at 31 August 2010
Ordinary shares
 31 Aug  31 Aug  28 Feb
2010 2009* 2010*
 £'000  £'000  £'000
Fixed assets
Investments 14,424 Â 13,624 Â 15,270
Current assets
Debtors 87 Â 126 Â 380
Current investments 1,250 Â 2,500 Â 1,250
Cash at bank and in hand 1,844 Â 803 Â 1,249
Creditors: amounts falling due within one year (209) Â (174) Â (588)
Net current assets 2,972 Â 3,255 Â 2,291
Net assets 17,396 Â 16,879 Â 17,561
Capital and reserves
Called up share capital 395 Â 1,052 Â 383
Capital redemption reserve 946 Â 275 Â 943
Share premium account 681 Â - Â -
Special distributable reserve 18,099 Â 20,771 Â 19,381
Capital reserve - realised 21 Â 167 Â 34
Unrealised holding losses (2,231) Â (5,062) Â (2,636)
Revenue reserve (515) Â (324) Â (544)
Equity shareholders' funds 17,396 Â 16,879 Â 17,561
Net asset value per Ordinary share 71.3p  43.6p*  74.1p
*Includes 'C' shares prior to their conversion into Ordinary shares on 26
October 2009
Unaudited Balance Sheet
as at 31 August 2010
'D' shares
 31 Aug  31 Aug  28 Feb
2010 2009 2010
 £'000  £'000  £'000
Fixed assets
Investments 504 Â - Â -
Current assets
Debtors 5 Â 5,192 Â 589
Current investments 1,250 Â - Â 1,250
Cash at bank and in hand 5,851 Â (184) Â 3,758
Creditors: amounts falling due within one year (57) Â (56) Â (498)
Net current assets 7,049 Â 4,952 Â 5,099
Net assets 7,553 Â 4,952 Â 5,099
Capital and reserves
Called up share capital 82 Â 53 Â 55
Capital redemption reserve 1 Â - Â -
Share premium account 7,737 Â 4,955 Â 5,167
Special distributable reserve - Â - Â -
Capital reserve - realised (126) Â (28) Â (69)
Unrealised holding losses - Â - Â -
Revenue reserve (141) Â (28) Â (54)
Equity shareholders' funds 7,553 Â 4,952 Â 5,099
Net asset value per 'D' share 91.9p  93.4p  92.3p
Reconciliation of Movements in Shareholders' Funds
for the six months ended 31 August 2010
 31 Aug 2010  31 Aug  28 Feb
2009 2010
 Ordinary  'D'
shares shares Total Total Total
 £'000  £'000  £'000  £'000  £'000
Opening Shareholders' funds 17,561 Â 5,099 Â 22,660 Â 22,945 Â 22,945
Proceeds from share issues 737 Â 2,749 Â 3,486 Â 5,154 Â 5,526
Share issue costs (40) Â (152) Â (192) Â (146) Â (304)
Purchase of own shares (151) Â (51) Â (202) Â (3,924) Â (4,046)
Total recognised gain/(loss) for
the year (711) (92) (803) (908) (171)
Distributions paid in the period - Â - Â - Â (1,290) Â (1,290)
Closing Shareholders' funds 17,396 Â 7,553 Â 24,949 Â 21,831 Â 22,660
Unaudited Income Statement
for the six months ended 31 August 2010
Company Total
 Six months ended
31 August 2010
 Revenue  Capital  Total
 £'000  £'000  £'000
Income 164 Â - Â 164
Gains/(losses) on investments - Â (606) Â (606)
 164  (606)  (442)
Investment management fee (63) Â (190) Â (253)
Performance incentive fees - Â - Â -
Recoverable VAT - Â - Â -
Other expenses (108) Â - Â (108)
Return/(loss) on ordinary activities before (7) Â (796) Â (803)
taxation
Tax on ordinary activities - Â - Â -
Return/(loss) attributable to equity shareholders (7) Â (796) Â (803)
Basic and diluted return/(loss) per Ordinary share 0.1p  (3.0p)  (2.9p)
Basic and diluted return/(loss) per Original n/a  n/a  n/a
ordinary share
Basic and diluted return/(loss) per 'C' share n/a  n/a  n/a
Basic and diluted return/(loss) per 'D' share (0.5p) Â (0.7p) Â (1.2p)
 Six months ended Year ended
28 Feb 2010
 31 August 2009
 Revenue  Capital  Total Total
 £'000  £'000  £'000 £'000
Income 292 Â - Â 292 243
Gains/(losses) on investments - Â (171) Â (171) 967
 292  (171)  121 1,210
Investment management fee (66) Â (199) Â (265) (474)
Performance incentive fees (7) Â (184) Â (191) (191)
Recoverable VAT - Â - Â - 1
Other expenses (573) Â - Â (573) (717)
Return/(loss) on ordinary activities (354) Â (554) Â (908) (171)
before taxation
Tax on ordinary activities - Â - Â - -
Return/(loss) attributable to equity (354) Â (554) Â (908) (171)
shareholders
Basic and diluted return/(loss) per n/a  n/a  n/a (0.2p)
Ordinary share
Basic and diluted return/(loss) per 1.0p  (0.4p)  0.6p n/a
Original ordinary share
Basic and diluted return/(loss) per 'C' (1.7p) Â (2.1p) Â (3.8p) n/a
share
Basic and diluted return/(loss) per 'D' (0.7p) Â (0.7p) Â (1.4p) (2.6p)
share
Unaudited Income Statement
for the six months ended 31 August 2010
Analysed by share class:
Ordinary shares
 Six months ended
31 August 2010
 Revenue  Capital  Total
 £'000  £'000  £'000
Income 151 Â - Â 151
Gains/(losses) on investments - Â (606) Â (606)
 151  (606)  (455)
Investment management fee (44) Â (134) Â (178)
Performance incentive fees - Â - Â -
Recoverable VAT - Â - Â -
Other expenses (78) Â - Â (78)
Return/(loss) on ordinary activities before taxation 29 Â (740) Â (711)
Tax on ordinary activities - Â - Â -
Return/(loss) attributable to equity shareholders 29 Â (740) Â (711)
 Six months ended Year ended
28 Feb 2010*
 31 August 2009*
 Revenue  Capital  Total Total
 £'000  £'000  £'000 £'000
Income 282 Â - Â 282 217
Gains/(losses) on investments - Â (171) Â (171) 967
 282  (171)  111 1,184
Investment management fee (56) Â (171) Â (227) (382)
Performance incentive fees (7) Â (184) Â (191) (191)
Recoverable VAT - Â - Â - 1
Other expenses (545) Â - Â (545) (660)
Return/(loss) on ordinary activities (326) Â (526) Â (852) (48)
before taxation
Tax on ordinary activities - Â - Â - -
Return/(loss) attributable to equity (326) Â (526) Â (852) (48)
shareholders
 'D' shares
 Six months ended
31 August 2010
 Revenue  Capital  Total
 £'000  £'000  £'000
Income 13 Â - Â 13
Gains/(losses) on investments - Â - Â -
 13  -  13
Investment management fee (19) Â (56) Â (75)
Performance incentive fees - Â - Â -
Recoverable VAT - Â - Â -
Other expenses (30) Â - Â (30)
Return/(loss) on ordinary activities before taxation (36) Â (56) Â (92)
Tax on ordinary activities - Â - Â -
Return/(loss) attributable to equity shareholders (36) Â (56) Â (92)
 Six months ended Year ended
28 Feb 2010
 31 August 2009
 Revenue  Capital  Total Total
 £'000  £'000  £'000 £'000
Income 10 Â - Â 10 26
Gains/(losses) on investments - Â - Â - -
 10  -  10 26
Investment management fee (10) Â (28) Â (38) (92)
Performance incentive fees - Â - Â - -
Recoverable VAT - Â - Â - -
Other expenses (28) Â - Â (28) (57)
Return/(loss) on ordinary activities (28) Â (28) Â (56) (123)
before taxation
Tax on ordinary activities - Â - Â - -
Return/(loss) attributable to equity (28) Â (28) Â (56) (123)
shareholders
*Represents original ordinary shares only prior to merger with 'C' share pool on
26 October 2009
Unaudited Cash Flow Statement
for the six months ended 31 August 2010
      Six months     Six months
ended ended
31 August 31 August Year ended
2010 2009 28 Feb 2010
  Note £'000     £'000     £'000
Net cash outflow from operating A
activities (140) (4,442) Â (543)
Capital expenditure
Purchase of investments     (993)     -  (643)
Disposal of investments     729     147  283
Net cash (outflow)/inflow from     (264)     147  (360)
capital expenditure
Equity distributions paid     -     (1,290)  (1,290)
Management of liquid resources
Purchase of current investments  -     -  (1,250)
held as liquidity funds
Withdrawal from liquidity funds     -     5,050  6,300
Net cash inflow from liquid     -     5,050  5,050
resources
Net cash (outfow)/inflow before     (404)     (535)  2,857
financing
Financing
Proceeds from share issue     3,486     5,008  5,526
Share issue costs     (192)     (902)  (304)
Purchase of own shares     (202)     (3,925)  (4,045)
Net cash inflow from financing     3,092     181  1,177
Increase/(decrease) in cash B 2,688 (354) 4,034
Notes to the cash flow
statement:
AÂ Â Â Net cash flow from
operating activities
 Loss on ordinary activities   (7)     (354)  (599)
before taxation
 Expenses charged to capital     (190)  (383)  (539)
 Decrease/(increase) in debtors   877     (3,804)  544
 (Decrease)/increase in   (820)     99  51
creditors
  Net cash outflow from     (140)  (4,442)  (543)
operating activities
BÂ Â Â Analysis of net funds
 Beginning of period     5,007     973  973
 Net cash inflow/(outflow)     2,688     (354)  4,034
 End of period     7,965     619  5,007
Summary of Investment Portfolio
as at 31 August 2010
Valuation  % of
movement portfolio
in by value
the
Ordinary share pool Cost Valuation period
 £'000  £'000 £'000
Ten largest venture capital investments
(by value)
Espresso Group Limited 1,583 Â 2,381 109 Â 13.7%
Fjordnet Limited 1,400 Â 2,044 27 Â 11.7%
Donatantonio Limited 1,366 Â 1,293 403 Â 7.4%
Charterhouse Leisure Limited 1,000 Â 1,235 - Â 7.0%
Lazurite Limited 1,000 Â 946 (17) Â 5.4%
Prelude Media Limited 1,000 Â 941 (18) Â 5.4%
Overtis Group Limited 607 Â 847 259 Â 4.8%
Eagle Rock Entertainment Group Limited 680 Â 776 (404) Â 4.4%
Saffron Media Group Limited 670 Â 773 (117) Â 4.4%
SPC International Limited 625 Â 685 123 Â 3.9%
 9,931  11,921 365  68.1%
Other venture capital investments 6,725 Â 2,503 (971) Â 14.3%
 16,656  14,424 (606)  82.4%
Liquidity fund investments   1,250   7.1%
Cash at bank and in hand   1,844   10.5%
Ordinary share pool total   17,518   100.0%
Valuation  % of
movement portfolio
in by value
the
'D' share pool Cost Valuation period
 £'000  £'000  £'000
Venture capital investments (by value)
Tossed Limited 504 Â 504 Â - Â 6.6%
 504  504  -  6.6%
Liquidity fund investments   1,250    16.5%
Cash at bank and in hand   5,851    76.9%
'D' share pool total   7,605    100.0%
All venture capital investments are unquoted unless otherwise stated.
Summary of Investment Movements
for the six months ended 31 August 2010
Additions
Ordinary share portfolio
   £'000
Steak Media Limited  246
Overtis Group Limited  243
  489
'D' share Portfolio
   £'000
Tossed Limited  504
Disposals
Ordinary share portfolio
Market
value at Realised
1 March Disposal Gain/(loss) gain/(loss)
 Cost 2010* Proceeds against cost in period
 £'000 £'000  £'000  £'000  £'000
The Vending Corporation Limited 1,012 - - (1,012) -
Overtis Group Limited 729 729 729 - -
 1,741 729 729 (1,012) -
*Including additions made during the year
No disposals were made by the 'D' share pool in the period.
Notes to the Unaudited Financial Statements
1.        The unaudited half yearly results cover the six months to 31 August
2010 and have been prepared in accordance with UK Generally Accepted Accounting
Practice ("UK GAAP"). Where presentational guidance set out in the Statement of
Recommended Practice "Financial Statements of Investment Trust Companies"
revised January 2009 ("SORP") is consistent with the requirements of UK GAAP,
the directors have sought to prepare the financial statements on a consistent
basis compliant with the recommendations of the SORP.
2.        All revenue and capital items in the Income Statement derive from
continuing operations.
3.        There are no recognised gains or losses other than those disclosed in
the Income Statement.
4.        The Company has only one class of business and derives its income
from investments made in shares, securities and bank deposits.
5.        The comparative figures were in respect of the period ended 31 August
2009 and the year ended 28 February 2010.
 6.        Return per share for the period has been calculated on the
following:
Ordinary  D
 shares shares
Revenue return per share based on:
Net revenue profit/(loss) after taxation (£'000) 29  (36)
Weighted average number of shares in issue 24,403,251 Â 7,691,580
Capital return per share based on:
Net capital profit/(loss) after taxation (£'000) (740)  (56)
Weighted average number of shares in issue 24,403,251 Â 7,691,580
 7.        NAV per share for the period has been calculated on the following:
Ordinary D
 shares  shares
Net Assets (£'000) 17,396  7,553
Number of shares in issue at period end 24,385,361 Â 8,218,712
8.        Dividends
 31 Aug 2010  31 Aug 2009  28 Feb
2010
 Revenue Capital Total  Revenue Capital Total  Total
   £'000 £'000 £'000  £'000 £'000 £'000  £'000
 Ordinary share dividends paid in
period
 2009 - - -  34 921 955  955
Final
  - - -  34 921 955  955
 'C' share dividends paid in
period
 2009 - - -  212 123 335  335
Final
 - - -  212 123 335  335
   No dividends have been paid in respect of the 'D' shares to date.
9.        Reserves
 Capital Share  Capital Unrealised
redemption premium Special reserve - holding Revenue
reserve account reserve realised losses reserve
 £'000 £'000 £'000 £'000 £'000 £'000
At 1 March 2010 943 5,167 19,381 (35) (2,636) (598)
Purchase of own shares 4 - (151) - - (51)
Issue of new shares - 3,251 - - - -
Expenses capitalised - - - (190) - -
Tax relief on capital - - - - - -
expenses
Gains/(losses) on investments - - - - (606) -
Retained revenue - - - - - (7)
Transfer between reserves - - (1,131) 120 1,011 -
Distributions paid - - - - - -
At 31 August 2010 947 8,418 18,099 (105) (2,231) (656)
10.     Contingent liabilities, guarantees and financial commitments
   The Company has guaranteed bank borrowings of one of its investments,
Donatantonio Limited, amounting to £225,000. A third party has provided a
guarantee to the Company amounting to £112,500 in respect of the above guarantee
such that the Company's net exposure is £112,500.
   Apart from the above, the Company has no contingent liabilities, guarantees
and financial commitments.
 11.     The unaudited financial statements set out herein do not constitute
statutory accounts within the meaning of Section 240 of the Companies Act 1985
and have not been delivered to the Registrar of Companies. The figures for the
year ended 28 February 2010 have been extracted from the financial statements
for that year, which have been delivered to the Registrar of Companies; the
auditors' report on those financial statements was unqualified.
 12.     The Directors confirm that, to the best of their knowledge, the half-
yearly financial statements have been prepared in accordance with the
"Statement: Half-Yearly Financial Reports" issued by the UK Accounting Standards
Board and the half-yearly financial report includes a fair review of the
information required by:
    a.  DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months of
the financial year and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the year; and
    b.  DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months of the current
financial year and that have materially affected the financial position or
performance of the entity during that period, and any changes in the related
party transactions described in the last annual report that could do so.
 13.     Copies of the unaudited half-yearly results will be sent to
Shareholders. Further copies can be obtained from the Company's Registered
Office and will be available for download from www.provenvcts.com and
www.downing.co.uk.
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Source: Proven Growth & Income VCT plc via Thomson Reuters ONE