PGOO Proven Growth & Income Vct Plc

 
TIDMPGOO 
 
   ProVen VCT plc 
 
   ProVen Growth and Income VCT plc 
 
   27 January 2020 
 
   Offer for Subscription 
 
   ProVen VCT plc and ProVen Growth and Income VCT plc (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 GBP20,000,000 by way of an issue 
of new ordinary shares ("New Ordinary Shares") in the Companies, each 
raising up to GBP10,000,000, with an over-allotment facility of up to a 
further GBP20,000,000 in aggregate (being up to GBP10,000,000 for each 
of the Companies), payable in full in cash on application (the "Offer"). 
 
   The Offer opens on 27 January 2020 and will close not later than 5.00 pm 
on 2 April 2020 in respect of the 2019/2020 Offer and not later than 
1.00 pm on 30 April 2020 in respect of the 2020/2021 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 31 December 2020. 
 
   Applicants (and their spouses) who had an existing shareholding in one 
of the Companies on 27 January 2020, and whose valid Application forms 
part of the first GBP5 million of valid Applications for each Company 
and is received by 1 p.m. on 21 February 2020, will be entitled to 
additional New Ordinary Shares with an aggregate subscription price 
equivalent to1.5% of the amount subscribed. 
 
   All other Applicants whose valid Application forms part of the first 
GBP5 million of valid Applications for each Company and is received by 1 
p.m. on 21 February 2020 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 27 January 2020 between, inter alia, the 
Companies and Beringea LLP, 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 brokers. 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 27 January 2020, 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 
additional compensation payable is the equivalent of 2% per annum of the 
net proceeds of the Offer received by ProVen, payable until 28 February 
2023. 
 
   Pursuant to a deed of variation dated 27 January 2020, 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 equivalent of 2% per annum of the net 
proceeds of the Offer received by PGI, payable until 28 February 2023. 
 
   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 GBP10,000 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 the investment manager, Beringea, on 020 7845 7820. 
A downloadable version of the Securities Note is also available from 
https://www.globenewswire.com/Tracker?data=2Om8iukHlquoDDV1Tgmt5zSUT1TVEHaLyp31Txaj1iVse0adMMZLlXukiD8V4jjw4l23EssXtZ2UxkkNh-a4NdWcywvtMOolkqbYTLKOYIg= 
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: 
 
   https://www.globenewswire.com/Tracker?data=2Om8iukHlquoDDV1Tgmt5yjAyQoJbsW9WiBM2vN7QDghVRdW_fJ6tBsf08m-IATbnig7c-xE4rLqXw0bTNYBU89Okq9TtPoSlcpLaIRQXlP5ZSkAyC4Naed1mSou1YGH 
www.morningstar.co.uk/uk/NSM. 
 
   For further information please contact: 
 
   Shane Elliott on 020 7845 7820 
 
   Beringea LLP 
 
   Company Secretary 
 
   Telephone 020 7845 7820 
 
   -End 
 
 
 
 

(END) Dow Jones Newswires

January 27, 2020 11:55 ET (16:55 GMT)

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