Tender Offer

Maven Renovar VCT PLC

02 April 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

2 April 2026

Maven Renovar VCT PLC (the "Company")

Legal Entity Identifier: 213800HAEDBBK9RWCD25

Proposed Tender Offer

The board of directors of the Company (the "Board") is pleased to announce its intention to bring forward proposals to offer shareholders a cash exit by way of a tender offer (the "Proposed Tender Offer"). The decision to bring these proposals forward is based on feedback received as part of a shareholder consultation exercise carried out by the Board over a number of months, including an outreach exercise with those shareholders who were signatories (the "Requisitioners") to the requisition request lodged against the Company in June 2025 (the "Requisition") and a survey issued to over 3,600 shareholders representing a cross-section of shareholders holding, in aggregate, approximately 63 per cent. of the Company's shares in January 2026, responses to which were received from over 800 shareholders representing approximately 19 per cent. of the Company's shares (the "Shareholder Survey").

The Shareholder Survey sought feedback on two key topics: (i) a potential tender offer in respect of the Company's shares; and (ii) the changes to the Company's investment policy that were proposed but not adopted at the Company's annual general meeting on 19 June 2025 (the "2025 AGM"). A majority of respondents to the Shareholder Survey indicated that they: (i) believed a tender offer should be brought forward by the Board for shareholder approval (even though the extent to which Shareholder Survey respondents would themselves participate in a tender offer was less conclusive); and (ii) were supportive of changes to the Company's investment policy to adopt an "AIM Plus" strategy.

In light of the feedback received as part of the Shareholder Survey, 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"). 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 Board therefore intends, subject to shareholder approval, to proceed with the Proposed Tender Offer prior to the 2026 AGM.

Background

Shareholders will be aware that the Company held two general meetings on 13 August 2025 (the "2025 General Meetings") at which resolutions to re-appoint the Company's independent Board were passed by a majority of those voting and requisitioned resolutions seeking to replace the Board were defeated. The General Meetings were convened following the results of the 2025 AGM and the receipt of the Requisition from the Requisitioners.

As detailed in the Company's announcement of 10 February 2026, the Board engaged with the Requisitioners and other larger dissenting shareholders following the General Meetings in order to understand their reasons for voting against the Board's recommendations and to ascertain whether they wished to remain invested in the Company. The feedback received from the Requisitioners and larger shareholders as part of this outreach exercise was mixed and, as a result, the Board felt it was important to seek the views of as many shareholders from the Company's wider shareholder base as practicable. The Shareholder Survey was commissioned as a means of achieving this wider shareholder engagement.

The Shareholder Survey sought feedback on two key topics: (i) a potential tender offer in respect of the Company's shares; and (ii) the proposed changes to the Company's investment policy that were proposed but not adopted at the 2025 AGM. Of the responses that were received from over 800 shareholders representing approximately 19 per cent. of the Company's shares, 534 shareholders representing 65.2 per cent. of respondents indicated that they believed a tender offer should be brought forward by the Board for shareholder approval. Responses regarding participation in the tender offer varied depending on the price at which any tender offer were to proceed, with appetite to participate unsurprisingly being highest at the lowest level of discount (at which 461 shareholders representing 56.3 per cent. of respondents indicated they would tender some or all of their shares).

A majority of respondents to the Shareholder Survey were supportive of changes to the Company's investment policy to adopt an "AIM Plus" strategy, with 521 shareholders representing 63.6 per cent. of respondents indicating that they would be supportive of adopting a strategy of this nature.

Proposed change of investment objectives and policy

As detailed in previous announcements and circulars issued by the Company, one of the key conclusions reached during the strategic review carried out in 2024/25 was the Board's belief that moving to an "AIM Plus" strategy would provide an opportunity to enhance performance by allowing a greater degree of investment in private companies, alongside continued investment in the AIM market.

While the resolution to amend the Company's investment objectives and policy was not passed at the 2025 AGM, the Board continues to believe that an "AIM Plus" strategy would be in the best interests of shareholders as a whole. The Board therefore used the Shareholder Survey as an opportunity to seek feedback from shareholders on the adoption of an "AIM Plus" strategy and, given that the majority of shareholders that responded to the Shareholder Survey indicated that they would support the adoption of an "AIM Plus" strategy, the Board's view regarding the "AIM Plus" strategy has not changed.

The Company therefore intends, subject to all necessary approvals, to amend its investment objectives and policy to enable a greater degree of investment in unquoted companies, alongside continued investment in companies quoted on AIM (and Aquis), while continuing to comply with the requirements of the rules and regulations applicable to VCTs. It is expected that the amendments to the investment objectives and policy will be the same, in all material respects, as those proposed at the 2025 AGM. 

The Board intends to seek shareholder approval in respect of the proposed amendments to the Company's investment objectives and policy at the 2026 AGM. While a majority of respondents to the Shareholder Survey indicated that they would be supportive of changes to the Company's investment policy to adopt an "AIM Plus" strategy, other respondents indicated that they were neutral or would not support the proposal without further information. The Board will therefore provide further explanation, including the proposed new investment objectives and policy, in and alongside the notice of the 2026 AGM.

Proposed Tender Offer

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 realise part, or potentially all, of their shareholding. In order that such shareholders will have the opportunity to do so prior to the "AIM Plus" strategy potentially being adopted by the Company following approval by shareholders at the 2026 AGM, the Company intends to put forward a tender offer for approval by the shareholders at a general meeting of the Company to be held prior to the 2026 AGM (the "Tender Offer General Meeting").

The Proposed Tender Offer will allow the Company to make an offer to as many shareholders as possible for the buyback of shares on the same terms and through a mechanism that is intended to facilitate participation by shareholders who hold shares in both certificated and uncertificated form (compared to the Company's existing buyback procedure, which requires shareholders who hold shares in certificated form to arrange for these to be dematerialised into uncertificated form in order to participate).

The record date for the Proposed Tender Offer is expected to occur after the record date for the special dividend announced by the Company on 27 March 2026 (such that all shareholders, including those who wish to tender shares, 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 Proposed Tender Offer will be tendered on an ex-dividend basis).

The Proposed Tender Offer will be subject to approval by way of a resolution of the Company's shareholders to be proposed at the Tender Offer General Meeting.

The full terms of the Proposed Tender Offer together with further details on the background and why the Board considers the Proposed Tender Offer and its future plans are in the best interests of shareholders as a whole will be set out in a circular convening the Tender Offer General Meeting, which will be published and sent to shareholders in due course.

Special Dividend

The Board has previously confirmed that, where holdings in the AIM portfolio are realised, the intention is that the majority of those proceeds will generally be returned to shareholders by way of a dividend. In light of the ongoing realisations within the AIM quoted portfolio, and consistent with the stated approach, on 27 March 2026 the Board announced a special dividend of 3.50 pence per ordinary share.

The special dividend will be paid on 8 May 2026 to shareholders who were on the register at 10 April 2026, with an ex-dividend date of 9 April 2026. As noted above, the record date for the special dividend is expected to occur prior to the record date for the Proposed Tender Offer (if approved).

Issued on behalf of the Board

Maven Capital Partners UK LLP

Enquiries

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.

 

END