Statement re: Offer for Subscription
ProVen VCT plc
ProVen Growth and Income VCT plc
11 January 2019
Offer for Subscription
ProVen VCT plc and ProVen Growth and Income VCT plc (the “Companies”) announce that they have published a Prospectus (comprising a Securities Note, Registration Document and Summary) in respect of an offer for subscription to raise up to £60,000,000 by way of an issue of new ordinary shares ("New Ordinary Shares") in the Companies, with an over-allotment facility of up to a further £20,000,000, payable in full in cash on application (the “Offer”).
The Offer opens on 11 January 2019 and will close not later than 1.00 pm on 5 April 2019 in respect of the 2018/2019 Offer and not later than 1.00 pm on 30 April 2019 in respect of the 2019/2020 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 10 January 2020.
Applicants (and/or their spouses) who had an existing shareholding in one of the Companies on 11 January 2019, and whose valid Application forms part of the first £5 million of valid Applications for each Company or is received by 1 p.m. on 15 February 2019 if £5 million of valid Applications for that Company have not been received by this date, will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to 2% of the amount subscribed.
All other Applicants whose valid Application forms part of the first £5 million of valid Applications for each Company or is received by 1 p.m. on 15 February 2019 if £5 million of valid Applications for that Company have not been received by this date, will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to 1% of the amount subscribed.
The subscription price of the Additional Shares will be met by the Manager.
Pursuant to an agreement dated 11 January 2019 between, inter alia, the Companies and Beringea LLP, the Companies investment manager ("Beringea"), 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 execution-only brokers and financial advisers. 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 11 January 2019, 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 compensation payable is the sum of £1,900,000.
Pursuant to a deed of variation dated 11 January 2019, 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 sum of £2,500,000.
The Fee and the amendments to the ProVen IMA and the PGI IMA are smaller related party transactions between each of the Companies and Beringea under Listing Rule 11.1.10.
To obtain a copy of the Securities Note private investors and Financial Advisers should call the investment manager, Beringea, on 020 7845 7820 or 0845 686 0225. 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 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:
http://www.hemscott.com/nsm.do
For further information please contact:
Shane Elliott on 020 7845 7820
Beringea LLP
Company Secretary
Telephone 020 7845 7820
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