Proposed Merger and ProVen VCT Offer
Summary by AI BETAClose X
ProVen VCT plc (LEI: 21380091P1TTU2Z2AW75)
ProVen Growth and Income VCT plc (LEI: 213800K1RM776QM8XG84)
13 November 2026
Recommended proposals relating to
Merger of ProVen VCT plc and ProVen Growth and Income VCT plc
Offer for Subscription by ProVen VCT plc
MERGER
On 15 September 2026 the boards of directors of ProVen VCT plc (“ProVen”) and ProVen Growth and Income VCT plc (“PGI”) (ProVen and PGI together the “Companies" or "ProVen VCTs") announced that they had entered into discussions regarding a possible merger (the "Merger"), which discussions may or may not lead to an agreement to merge the Companies. The purpose of the Merger would be to achieve simplicity, cost savings, administrative efficiency and scale and it would require the approval of the shareholders of each of the Companies. The boards of the Companies have now decided to proceed with the Merger and are recommending it to their respective shareholders, subject to shareholder approval.
The Companies have today issued a joint circular ("Circular") setting out proposals for, amongst other things, the Merger, alongside a prospectus being published by ProVen in respect of a proposed offer for subscription ("Offer"). The Circular includes notices of general meetings of the Companies to be convened on 9 December 2026 in respect of both Companies and 17 December 2026 in respect only of PGI ("General Meetings" and each a "General Meeting").
If the Companies' shareholders approve the Merger and the Merger proceeds, PGI will be merged into ProVen pursuant to a scheme of reconstruction under section 110 of Insolvency Act 1986 whereby the assets and liabilities of PGI will be transferred to ProVen in exchange for new shares in ProVen ("Consideration Shares") which will be issued to the shareholders of PGI (the "Scheme"). A merger on this basis will be outside the provisions of the Takeover Code. The number of Consideration Shares will be calculated by reference to the respective net asset values of ProVen and PGI, so as to avoid any dilution to either ProVen shareholders or PGI shareholders. If the Merger proceeds, Anna Kuriakose, currently a director of PGI, will join the board of ProVen.
Full details of the Merger are set out in the Circular available for download from each Company's website referred to below and the National Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Benefits of the Merger
The Merger is expected to bring a number of benefits for the shareholders of the Companies, as follows:
Grasping the opportunity of today’s VCT market through building scale
- Recent policy changes – including the extension of the sunset clause, higher investment limits, and the cut to upfront relief – are reshaping the VCT market and creating greater need for scale.
- As two of the UK’s longest-standing VCTs, the ProVen VCTs have often led the market, and are now acting again: bringing the two funds together to create a single entity with the scale and firepower to drive long-term Shareholder returns.
Improving Shareholder returns through cuts to costs
- The ProVen Board and the PGI Board have consistently focused on reducing financial costs to their shareholders, evaluating fair value and benchmarking fees across the VCT market.
- In recent years, Beringea has also reduced the upfront fees for direct investors and taken responsibility for the payment of annual trail commission in respect of fund raisings, which previously was paid by the funds.
- Inevitably, however, there are administrative costs associated with running any listed fund – legal and professional fees, audit costs, listing and regulatory fees, and reporting costs.
- As part of the Merger discussions, the ProVen Board has agreed a number of changes to the fees the Manager receives including a reduction in its annual administration fee of £110,000 per annum for the first two financial years following the Merger, reductions in its annual management fee on surplus cash (above £40 million) and on net assets in excess of £500 million, as well as a simplified and more transparent performance fee arrangement. These savings will fluctuate depending on the levels of surplus cash and the level of the administration fee once the two-year reduced period ends but, based on the current financial year (if the Merger had taken effect at the beginning of the financial year) these savings would equate to approximately £250,000 for the financial year.
- In addition, the Merger is expected to deliver an annual saving of approximately £540,000 in other administrative costs (based on the current financial year costs).
- Costs have also been an area of scrutiny for advisers and wealth managers particularly since the introduction of Consumer Duty, and these cost savings will, therefore, support future fundraising.
A market-leading buyback programme and easier administration for Shareholders
- Alongside the benefits of greater scale and lower costs, ProVen VCT will halve the discount on buybacks by reducing the discount to NAV from 5% to a best-in-class 2.5% for all buybacks which occur after the launch of the Offer, hence increasing shareholder returns on exit.
- Given their combined fundraisings and aligned investment strategies, ProVen VCT and PGI VCT have built up a shareholder base with a significant degree of overlap.
- Investors across the two funds and their advisers have therefore had to maintain and review separate shareholdings despite benefiting from the same underlying portfolio.
- For Shareholders and their advisers, a merger creates a simpler investment to manage: one set of reports to read, one portfolio to review, and a single track record to monitor.
- Taken together, these steps will provide greater efficiency and liquidity for shareholders.
Creating the third-largest* VCT in the market is pivotal in today's fund-raising environment
- Scale naturally supports fundraising – larger platforms tend to benefit from greater efficiency and greater credibility from key intermediaries.
- Through merging two highly successful VCTs with a track record spanning more than two and a half decades, this process establishes a platform with significant scale that will resonate with investors and advisers.
- For shareholders of a VCT, healthy fundraising ensures greater firepower to back emerging new companies and to support the ongoing growth of the portfolio
*based on published data as at 12 November 2026.
OFFER
ProVen has today published a Prospectus (comprising a Securities Note, Registration Document and Summary) in respect of an offer for subscription in the 2026/2027 and 2027/2028 tax years to raise up to £30 million by way of an issue of new ordinary shares in ProVen ("New Ordinary Shares"), with an over-allotment facility of up to a further £10 million, payable in full in cash on application. The Offer is not conditional upon the Merger becoming effective.
The Offer opens on 13 November 2026 and will close not later than noon on 2 April 2027 in respect of the 2026/2027 Offer and not later than 5 p.m. on 30 April 2027 in respect of the 2027/2028 Offer, or as soon as the Offer is fully subscribed. The directors of ProVen may decide to extend the 2027/2028 Offer at their absolute discretion to a date no later than 12 November 2027.
Applicants (and their spouses/civil partners) who had an existing shareholding in either of the ProVen VCTs on 13 November 2026, and whose valid application (including cleared funds) forms part of the first £10 million of valid applications and is received by 9 a.m. on 11 January 2027, will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to 1% of the amount subscribed.
All other applicants whose valid application (including cleared funds) forms part of the first £10 million of valid applications and is received by 9 a.m. on 11 January 2027 will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to 0.5% of the amount subscribed.
The subscription price of these additional New Ordinary Shares will be met by the Manager
RELATED PARTY TRANSACTIONS
It is proposed that, following the Merger, and conditional on it becoming effective, certain of ProVen's fee arrangements set out in its investment management and administration agreements with Beringea will be amended (the "Management and Administration Agreements Amendments") as follows:
(i) Beringea is currently entitled to an annual management fee equal to 2% per annum on all net assets of ProVen, calculated on a quarterly basis and paid monthly in arrears. Following the Merger, there will be a reduced rate on:
(1) surplus cash (defined as cash and cash equivalents in excess of £40 million) - 1.0% per annum; and
(2) net assets in excess of £500m – 1.75% per annum,
in each case calculated on a quarterly basis and paid monthly in arrears.
(ii) a reduction for the first two financial years following the Merger of the annual administration fee payable from £438,000 (being the aggregate of the annual administration fees currently payable by the Companies) to £328,000 (plus VAT if applicable), a reduction of £110,000 or approximately 25%, subject to annual consumer prices index increases or, if lower, retail prices index increases, reflecting the economies of scale arising from the Merger, balanced against the increased assets under management of the enlarged ProVen;
(iii) a reduced annual expenses cap from 2.9% to 2.8% (not including exceptional items, performance fees or legacy trail commission payments payable by ProVen) of net assets of ProVen, with effect from 1 March 2027; and
(iv) a new simpler and more transparent performance fee arrangement where no annual performance fee will be payable to the Manager until the Total Return (being the increase/decrease in the audited net asset value per ProVen share over each financial period, together with the aggregate amount of dividends per ProVen share paid during that financial period) to ProVen shareholders exceeds 5% per annum (measured over a rolling five-year period) and a reduction in the amount paid to the Manager if the hurdle is exceeded, from the current arrangement of 20% of the entire Total Return (including the return below the hurdle) to 15% of the excess Total Return above the 5% hurdle. The performance fee arrangements that currently apply in relation to the ProVen shares will lapse on completion of the Merger and any accrued performance fee for the financial year ending 28 February 2027 will be waived. The first calculation under the new performance fee arrangements will be for the financial year ending 29 February 2028 and will measure performance over the 5 year period from 1 March 2023 to 29 February 2028.
In addition to the Management and Administration Agreements Amendments, pursuant to an agreement dated 13 November 2026 between, inter alia, ProVen and Beringea, Beringea will receive a fee (the "Promoter Fee") for acting as promoter of the Offer equal to three and a half (3.5) 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 broker, in each case less any discounts for early applications. Out of the Promoter Fee, Beringea will pay all costs, agreed between ProVen and Beringea, including charges and expenses, of or incidental to the Offer.
The Management and Administration Agreements Amendments and the agreement to pay the Promoter Fee constitute "relevant related party transactions" under the UK Listing Rules ("Relevant Related Party Transactions"). This is because Beringea, as ProVen's investment manager, is considered a related party for the purposes of the UK Listing Rules. These "relevant related party transactions" are required to be aggregated with the same promoter fee as set out above that was payable to Beringea by ProVen in respect of the offer for subscription that was launched by the Companies on 17 November 2025.
The Relevant Related Party Transactions require the approval of ProVen's shareholders under the UK Listing Rules. Approval of the Relevant Related Party Transactions is being sought at the ProVen General Meeting and each of the Relevant Related Party Transactions has been entered into conditional on shareholder approval being obtained at the ProVen General Meeting.
The board of ProVen considers the Relevant Related Party Transactions to be fair and reasonable so far as their shareholders as a whole are concerned and, in coming to this view, the directors of ProVen have been so advised by Howard Kennedy Corporate Services LLP ("Howard Kennedy") in its role as sponsor to ProVen. In providing this advice, Howard Kennedy has taken into account the ProVen board's commercial assessment of the Relevant Related Party Transactions.
EXPECTED TIMETABLES
MERGER
Expected timetable for ProVen*
| Latest time for receipt of forms of proxy for the ProVen General Meeting | 2 p.m. on 7 December 2026 |
| ProVen General Meeting | 2 p.m. on 9 December 2026 |
| Calculation Date | after 5 p.m. on 16 December 2026 |
| Effective Date for the transfer of PGI's assets and liabilities to ProVen and the issue of Consideration Shares pursuant to the Scheme** | 17 December 2026 |
| Announcement of the results of the Scheme | 17 December 2026 |
| Admission of and dealings in Consideration Shares issued pursuant to the Scheme to commence | 8 a.m. on 18 December 2026 |
| CREST accounts credited with Consideration Shares issued pursuant to the Scheme | 18 December 2026 |
| Certificates for Consideration Shares issued pursuant to the Scheme dispatched | 6 January 2027 |
Expected timetable for PGI*
| Date from which it is advised that dealings in PGI shares should only be for cash settlement and immediate delivery of documents of title | 3 December 2026 |
| Latest time for receipt of forms of proxy for the PGI first General Meeting | 3 p.m. on 7 December 2026 |
| PGI first General Meeting | 3 p.m. on 9 December 2026 |
| Latest time for receipt of forms of proxy for the PGI second General Meeting | 11 a.m. on 15 December 2026 |
| Calculation Date | after 5 p.m. on 16 December 2026 |
| PGI register of members closed and Record Date for PGI shareholders' entitlements under the Scheme*** | 5 p.m. on 16 December 2026 |
| Dealings in PGI shares suspended | 7.30 a.m. on 17 December 2026 |
| PGI second General Meeting | 11 a.m. on 17 December 2026 |
| Effective Date for the transfer of the assets and liabilities of PGI to ProVen and the issue of Consideration Shares pursuant to the Scheme** | 17 December 2026 |
| Announcement of the results of the Scheme | 17 December 2026 |
| Cancellation of the PGI shares' listing | 8 a.m. on 18 December 2026 |
* The dates set out above in relation to implementation of the Scheme may be adjusted by the Companies, in which case details of the revised dates will be notified through a Regulatory Information Service provider.
** The Consideration Shares issued to PGI shareholders under the Scheme will rank pari passu with the existing ProVen shares and will be listed on the Official List and admitted for trading on the main market of the London Stock Exchange.
*** This will be the final expected date of trading of the PGI shares. If the Scheme becomes effective in accordance with the above expected timetable, it is anticipated that the listing of the PGI shares will be cancelled on 18 December 2026.
OFFER
| Offer opens | 13 November 2026 |
| First allotment dates | |
| 2026/2027 Offer | During January 20271 |
| 2027/2028 Offer | After 6 April 20271 |
| Final deadlines for receipt of applications and cleared funds, unless fully subscribed earlier | |
| 2026/2027 Offer | noon on 2 April 2027 |
| 2027/2028 Offer | 5 p.m. on 30 April 20272 |
| Admission | within 10 business days of each allotment |
| Allotment notifications and tax certificates issued | within 3 business days of each allotment by email (within 10 business days if by post) |
| Share certificates sent out | within 15 business days of each allotment |
- Multiple allotments of New Ordinary Shares are expected to occur in respect of valid applications received for the 2026/2027 Offer on such dates as the ProVen directors may decide on or prior to 5 April 2027 with the first allotment expected to occur in January 2027 and for the 2027/2028 Offer during April 2027 (with additional allotments occurring on such other dates as the ProVen directors may decide after 6 April 2027 and prior to the close of the Offer as required, but not later than 12 November 2027).
- The ProVen directors reserve the right to extend the 2027/2028 Offer at their absolute discretion to a date no later than 12 November 2027. The Offer will close earlier than the dates stated above if it is fully subscribed. The ProVen directors reserve the right to close the Offer earlier than the dates set out above and to accept applications and issue New Ordinary Shares at any time following the receipt of valid applications.
DOCUMENTS AND AVAILABILITY
To obtain a copy of the Securities Note and the Circular, investors and Financial Advisers should call Beringea, on 020 7845 7820. A downloadable version of the Securities Note and the Circular is also available from www.proveninvestments.co.uk.
Copies of the Prospectus and Circular are available, free of charge, from the registered office of the Companies and Beringea at:
Charter House
55 Drury Lane
London WC2B 5SQ
Copies of the Prospectus and Circular 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
The information contained within this announcement is deemed by the Companies to constitute inside information as stipulated under the UK version of the Market Abuse Regulations (EU number. 596/2014). Upon the publication of this announcement through a Regulatory Information Service, this inside information is now considered to be in the public domain.
For further information please contact:
Shane Elliott on 020 7845 7820
Beringea LLP
Company Secretary
Telephone 020 7845 7820
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