Publication of Tender Offer Circular

Maven Renovar VCT PLC

27 April 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION OR OF THE UK. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

For immediate release

27 April 2026

Maven Renovar VCT PLC

Publication of Circular in connection with the proposed return of up to 12 per cent. of the issued Share capital of the Company to Shareholders by way of a Tender Offer

Further to the announcement made by the Company on 2 April 2026, the Company is pleased to offer Shareholders a cash exit by way of a tender offer for up to 12 per cent. of the issued Share capital (excluding Shares held in treasury) of the Company (the "Tender Offer"). This Tender Offer is intended to provide an exit opportunity for those Shareholders who do not wish to continue their investment in the Company in the event the Company pursues an "AIM Plus" strategy (which strategy the Board intends to put to Shareholders for approval at the forthcoming annual general meeting).

Highlights

·    Tender Offer for up to 12 per cent. of the issued Share capital (excluding Shares held in treasury) of the Company as at the Record Date (being 6.00 p.m. on 21 May 2026).

·    Priced at a 3.5 per cent. discount to the NAV per Share (adjusted to add back any costs relating to the implementation of the Tender Offer already incurred or accrued) as at the Calculation Date (being 22 May 2026). The Tender Price will be announced through a Regulatory Information Service on or around 26 May 2026, alongside the Company's NAV per Share as at 22 May 2026.

·     Eligible Shareholders may offer to tender up to a maximum of 100 per cent. of the Shares held by them as at the Record Date (the "Tender Entitlement"). However, the maximum number of Shares that will be purchased under the Tender Offer will be 12 per cent. of the issued Share capital (excluding Shares held in treasury) of the Company as at the Record Date and so Shareholders may have their Tender Entitlement scaled back pro rata if the Tender Offer is over-subscribed.

·     Subject to the satisfaction of the conditions relating to the Tender Offer (set out in paragraph 3 of Part 3 of the Circular), Shore Capital will purchase, as principal, Shares validly tendered under the Tender Offer at the Tender Price.

·     In order to be valid, Tender Forms or TTE Instructions must be completed in accordance with the relevant instructions and submitted, together with the share certificate(s) and/or other document(s) of title in respect of any certificated Shares tendered, so as to be received by the Receiving Agent by no later than 1.00 p.m. on 21 May 2026.

Background

As detailed in the announcement of 2 April 2026, the decision to bring the proposals for the Tender Offer forward was based on feedback received as part of a Shareholder consultation exercise carried out by the Board over a number of months. In the light of the feedback received as part of that consultation exercise, the Board intends to propose amendments to the Company's investment policy to adopt an "AIM Plus" strategy at the Company's annual general meeting to be held in June 2026 (the "2026 AGM"). Further details regarding the proposed new investment objectives and policy, and the rationale for their adoption, will be set out in the notice of the 2026 AGM.

While the Board continues to believe that the adoption of an "AIM Plus" strategy is in the best interests of Shareholders as a whole, the Board recognises that some Shareholders may wish to sell some, or all, of their Shares prior to the "AIM Plus" strategy being put to Shareholders for approval at the 2026 AGM. The Tender Offer is being put to Shareholders for approval as a means of ensuring that such Shareholders will have the opportunity to do so.

The Company has today published a circular (the "Circular") providing Shareholders with full details of the Tender Offer and containing Notice of a General Meeting to be held at 9.00 a.m. on 20 May 2026 at the offices of Maven Capital Partners UK LLP, 6th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR.

A copy of the Circular is available on the Company's webpage at https://www.mavencp.com/renovarvct and has also been submitted to the National Storage Mechanism where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Details of the Tender Offer

The Tender Offer will enable those Eligible Shareholders who wish to sell some or all of their Shares to elect to do so, subject to the overall limits of the Tender Offer. Shareholders who successfully tender Shares will receive the Tender Price per Share, being a 3.5 per cent. discount to the NAV per Share (adjusted to add back any costs relating to the implementation of the Tender Offer already incurred or accrued) as at the Calculation Date (being 22 May 2026). The Tender Price will be set at this level to allow Shareholders who wish to realise a portion (or potentially all) of their holding of Shares to do so at what the Board expects will be a premium to the prevailing market price per Share and a lower discount to NAV per Share than the target discount under the Company's general Share buyback programme. Assuming that the Tender Offer is taken up in full, the Board expects that continuing Shareholders will suffer no (or no material) NAV dilution as a result of the Company undertaking the Tender Offer. The Tender Price will be announced through a Regulatory Information Service on or around 26 May 2026, alongside the Company's NAV per Share as at 22 May 2026.

Under the terms of the Tender Offer, which is being made by Shore Capital, Eligible Shareholders may offer to tender up to a maximum of 100 per cent. of the Shares held by them as at the Record Date. However, the maximum number of Shares that will be purchased under the Tender Offer will be 12 per cent. of the issued Share capital (excluding Shares held in treasury) of the Company as at the Record Date and so Shareholders may have their Tender Entitlement scaled back pro rata if the Tender Offer is over-subscribed. The basic entitlement which the Company will commit to buy back from each Eligible Shareholder is, therefore, 12 per cent. of the Shares held by such Eligible Shareholder as at the Record Date (the "Basic Entitlement"). If the Tender Offer is over-subscribed, Eligible Shareholders will be entitled to tender up to their Basic Entitlement, rounded down to the nearest whole number of Shares. If the Tender Offer is not over-subscribed, Eligible Shareholders who validly apply to tender Shares up to the Tender Entitlement should have their application satisfied in full.

Subject to the satisfaction of the conditions relating to the Tender Offer, Shore Capital will purchase, as principal, Shares validly tendered under the Tender Offer at the Tender Price. Following completion of those purchases, it will then sell all the relevant Shares back to the Company pursuant to the Repurchase Agreement at the Tender Price by way of an on-market transaction on the main market for listed securities of the London Stock Exchange. The Shares which the Company acquires from Shore Capital will be cancelled. The repurchase of Shares by the Company under the Repurchase Agreement will be funded from the Company's special distributable reserve.

The Tender Offer is subject to the terms and conditions set out in the Circular. The Tender Offer may also be terminated in certain circumstances as set out in the Circular. Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

Costs

Assuming the Tender Offer is taken up in full, the costs of the Tender Offer are not expected to result in dilution to the NAV per Share for Shareholders that continue to be invested in the Company in respect of their remaining Shares given the application of the 3.5 per cent. discount to NAV at which the Tendered Shares will be repurchased.

Overseas Shareholders and Restricted Shareholders

The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdictions. Shareholders with registered or mailing addresses outside the United Kingdom who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read the relevant sections of the Circular carefully.

The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Jurisdictions. Restricted Shareholders are being excluded from the Tender Offer in order to avoid offending applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of the Tender Form are not being and must not be mailed or otherwise distributed in or into Restricted Jurisdictions.

It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.

Taxation

The attention of Shareholders is drawn to Part 5 of the Circular which sets out a general guide to certain aspects of current UK taxation law and HMRC published practice. This information is a general guide and is not exhaustive.

Shareholders' attention is drawn, in particular, to the information set out in Part 5 of the Circular regarding the retention of income tax reliefs, which explains that Eligible Shareholders who subscribed for their Shares less than five years ago (which, for the avoidance of doubt, includes any Shares subscribed for on or after 29 May 2021), and sell Shares in the Tender Offer, will have to repay their upfront income tax relief on those Shares. If the Shares are disposed of at a loss, upfront income tax relief of 30 per cent. of the proceeds is repayable.

Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser.

Existing Share buyback authority

The Company's existing authority to repurchase its own Shares, which was granted at the last annual general meeting of the Company held on 19 June 2025 (the "2025 AGM") and conferred authority to repurchase up to 21,552,293 Shares (being approximately 14.99 per cent. of the Company's issued Share capital as at the date of that meeting) on a non-pre-emptive basis (the "Existing Authority"), will remain in force and will be unaffected by the Tender Offer.

Since the 2025 AGM through to close of business on the Latest Practicable Date, the Company had bought back and cancelled 3,255,073 Shares (representing approximately 15.10 per cent. of the Existing Authority). Therefore, as at close of business on the Latest Practicable Date, the Company had remaining authority under the Existing Authority to repurchase up to a further 18,297,220 Shares (representing approximately 13.03 per cent. of the Company's issued Share capital (excluding Shares held in treasury) as at the Latest Practicable Date).

Special Dividend

On 27 March 2026, the Board announced a special dividend in respect of the year ending 31 January 2027 of 3.50 pence per Share (the "Special Dividend"). The Special Dividend will be paid on 8 May 2026 to Shareholders on the Register at 6.00 p.m. on 10 April 2026.

The record date for the Special Dividend therefore occurred prior to the Calculation Date and the Record Date for the Tender Offer. This means that all Shareholders, including those who wish to tender Shares under the Tender Offer, will be entitled to receive the Special Dividend in respect of the Shares held by them as at the record date for the Special Dividend and any Shares subsequently tendered pursuant to the Tender Offer will be tendered on an ex‑dividend basis.

Future returns of excess cash and capital to Shareholders

The Board has repeatedly confirmed its commitment to returning excess cash and capital to Shareholders on an ongoing and ad hoc basis and this will continue after the Tender Offer. In this respect, the Board reminds Shareholders' that:

(a)        the Company's dividend policy was amended following the Investment Manager's appointment to increase the target dividend amount to 6 per cent. of Net Asset Value at the immediately preceding financial year end (subject to distributable reserves, cash resources and other relevant factors such as VCT qualifying levels);

(b)        the Board and the Investment Manager have confirmed that where holdings in the AIM portfolio are sold (as and when opportunities arise in the market), the intention is that the majority of these proceeds will generally be returned to Shareholders by way of a dividend; and

(c)        the Board believes that the continued operation of the Company's Share buyback programme remains a cost effective mechanism for returning capital to those Shareholders who may wish to sell Shares and the Company will, while this remains the case, continue to buy back Shares on a weekly basis (where required and subject to the Existing Authority, working Capital requirements and the distributable profits position).

General Meeting

The Tender Offer is subject to Shareholder approval at a General Meeting which is to be held at the offices of Maven Capital Partners UK LLP, Saddlers House, 6th Floor, 44 Gutter Lane, London EC2V 6BR on 20 May 2026 at 9.00 a.m. At this meeting a special resolution will be proposed to give the Company authority to make market purchases of up to 16,847,339 Shares (representing approximately 12 per cent. of the issued Share capital (excluding Shares held in treasury) of the Company as at the Latest Practicable Date) pursuant to the Tender Offer.

In order to be passed, the Tender Offer resolution will require not less than 75 per cent. of the votes cast by Shareholders present, in person or by proxy, at the General Meeting to be voted in favour. Should the Tender Offer resolution fail to be passed, the Tender Offer will not proceed.

Recommendation

The Board considers that proceeding with the Tender Offer and the resolution to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolution to be proposed at the General Meeting.

The Board makes no recommendation to Shareholders as to whether or not they should tender all or any of their Shares in the Tender Offer. Whether or not Shareholders decide to tender their Shares will depend, amongst other factors, on their view of the Company's prospects, and their own individual circumstances, including their own tax position.

Neither the Directors nor the Investment Manager intend to tender any Shares under the Tender Offer.

Expected timetable

	2026
Tender Offer opens	27 April
Latest time and date for receipt of Forms of Proxy and electronic proxy appointments (including via CREST) for the General Meeting	9.00 a.m. on 18 May
Record date and time for entitlement to vote at the General Meeting	6.00 p.m. on 18 May
General Meeting	9.00 a.m. on 20 May
Results of General Meeting announced	20 May
Latest time and date for receipt of Tender Forms and submission of TTE Instructions from Shareholders	1.00 p.m. on 21 May
Record Date for the Tender Offer	6.00 p.m. on 21 May
Calculation Date for the Tender Offer	5:00 p.m. on 22 May
Results of Tender Offer elections and Tender Price announced	26 May
Tender proceeds to be paid to both certificated Shareholders and CREST members by bank transfer	By 3 June
CREST accounts credited for revised uncertificated shareholdings of Shares (or, in the case of unsuccessful tenders, for entire holdings of Shares)	By 3 June
Balancing share certificates despatched to certificated Shareholders	By 3 June

Notes

1.   References to times in the expected timetable above are to London time.

2.   The dates set out in the expected timetable above and mentioned throughout the Circular (other than in relation to the General Meeting) may be adjusted by the Company, in which event details of the new date(s) will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.        

Enquiries

For further information please contact:

Maven Capital Partners UK LLP, Company Secretary

Tel: [phone]

Email: [e-mail]

Fiona Wollocombe, Chair

Maven Renovar VCT PLC

Email: [e-mail]

Important information

This announcement is released by the Company and the information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of UK MAR. Upon publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.

Shore Capital and Dickson Minto Advisers are each authorised and regulated in the United Kingdom by the FCA. Shore Capital and Dickson Minto Advisers are acting exclusively for the Company and are not advising any other person or treating any other person as their respective clients in relation to the Tender Offer or the matters referred to in this document, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital or Dickson Minto Advisers (respectively) nor for providing advice in relation to the Tender Offer or the matters referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Shore Capital or Dickson Minto Advisers (respectively) may have under FSMA or the regulatory regime established thereunder.

Any decision to participate in the Tender Offer should only be made on the basis of an independent review by an Eligible Shareholder of the Company's publicly available information. Neither Shore Capital nor Dickson Minto Advisers nor any of their affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information.

 

END