Proven VCT plc Statement Re Offer For Subscription

 
TIDMPVN 
 
   ProVen VCT plc 
 
   ProVen Growth and Income VCT plc 
 
   11 January 2019 
 
   Offer for Subscription 
 
   ProVen VCT plc and ProVen Growth and Income VCT plc (the "Companies") 
announce that they have published a Prospectus (comprising a Securities 
Note, Registration Document and Summary) in respect of an offer for 
subscription to raise up to GBP60,000,000 by way of an issue of new 
ordinary shares ("New Ordinary Shares") in the Companies, with an 
over-allotment facility of up to a further GBP20,000,000, payable in 
full in cash on application (the "Offer"). 
 
   The Offer opens on 11 January 2019 and will close not later than 1.00 pm 
on 5 April 2019 in respect of the 2018/2019 Offer and not later than 
1.00 pm on 30 April 2019 in respect of the 2019/2020 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 10 January 2020. 
 
   Applicants (and/or their spouses) who had an existing shareholding in 
one of the Companies on 11 January 2019, and whose valid Application 
forms part of the first GBP5 million of valid Applications for each 
Company or is received by 1 p.m. on 15 February 2019 if GBP5 million of 
valid Applications for that Company have not been received by this date, 
will be entitled to additional New Ordinary Shares with an aggregate 
subscription price equivalent to 2% of the amount subscribed. 
 
   All other Applicants whose valid Application forms part of the first 
GBP5 million of valid Applications for each Company or is received by 1 
p.m. on 15 February 2019 if GBP5 million of valid Applications for that 
Company have not been received by this date, will be entitled to 
additional New Ordinary Shares with an aggregate subscription price 
equivalent to 1% of the amount subscribed. 
 
   The subscription price of the Additional Shares will be met by the 
Manager. 
 
   Pursuant to an agreement dated 11 January 2019 between, inter alia, the 
Companies and Beringea LLP, the Companies investment manager 
("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 execution-only brokers and 
financial advisers. 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 11 January 2019, the investment 
management agreement (the "ProVen IMA") between ProVen 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 ProVen IMA. The maximum amount of such 
compensation payable is the sum of GBP1,900,000. 
 
   Pursuant to a deed of variation dated 11 January 2019, the investment 
management agreement (the "PGI IMA") between ProVen Growth & 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 maximum amount of such 
compensation payable is the sum of GBP2,500,000. 
 
   The Fee and the amendments to the ProVen IMA and the PGI IMA are smaller 
related party transactions between each of the Companies and Beringea 
under Listing Rule 11.1.10. 
 
   To obtain a copy of the Securities Note private investors and Financial 
Advisers should call the investment manager, Beringea, on 020 7845 7820 
or 0845 686 0225. A downloadable version of the Securities Note is also 
available from 
https://www.globenewswire.com/Tracker?data=BEG72N4Md6WiL8UD-54vM_KamLSrjHYLO-OJyyWf4F5mxpuumRCZpbNN3_T-RrJg4HSD5NQbqKrulnP8yA5VmS26f1v3hZlK5xy4F2IqYsU= 
www.provenvcts.co.uk. 
 
   A copy of the Prospectus is available, free of charge, from the 
registered office of the Company or from: 
 
   Beringea LLP 
 
   39 Earlham Street 
 
   London WC2H 9LT 
 
   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: 
 
   http://www.hemscott.com/nsm.do 
 
   For further information please contact: 
 
   Shane Elliott on 020 7845 7820 
 
   Beringea LLP 
 
   Company Secretary 
 
   Telephone [phone] 
 
 
 
 

(END) Dow Jones Newswires

January 11, 2019 12:00 ET (17:00 GMT)

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