Proven Growth & Inc. Proven Growth And Income Vct Plc: Statement Re. Offer For Subscription
03 Diciembre 2020 - 8:02AM
UK Regulatory
TIDMPGOO
ProVen VCT plc
ProVen Growth and Income VCT plc
3 December 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 GBP40,000,000 by way of an issue
of new ordinary shares ("New Ordinary Shares") in the Companies, each
raising up to GBP20,000,000, 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 3 December 2020 and will close not later than 5.00
p.m. on 31 March 2021 in respect of the 2020/2021 Offer and not later
than 5.00 p.m. on 30 April 2021 in respect of the 2021/2022 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 19 November 2021.
Applicants (and their spouses) who had an existing shareholding in one
of the Companies on 3 December 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 1 February 2021, 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
GBP5 million of valid Applications for each Company and is received by 1
p.m. on 1 February 2021 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 3 December 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 3 December 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 GBP1,150,000, payable until 29
February 2024.
Pursuant to a deed of variation dated 3 December 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 GBP1,600,000, payable until 29 February 2024.
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 GBP25,000 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
www.provenvcts.co.uk.
A copy of the Prospectus is available, free of charge, from the
registered office of the Companies or from:
Beringea LLP
39 Earlham Street
London WC2H 9LT
If the registered office or Beringea's office is closed due to
government restrictions, copies may be requested via email to
info@beringea.co.uk
https://www.globenewswire.com/Tracker?data=YOlGhV7L9pnxuHyh1_7CyL1C6xOPQidbY8Jb9rjwIwj-5bXpktSSk3rmMipgVbYWVdhvVRJnOmPqkqxFJRnex8AW8FyyFQMuYCpei_jAGK0=
or by calling Beringea on 0207 845 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 020 7845 7820
(END) Dow Jones Newswires
December 03, 2020 09:02 ET (14:02 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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