ProVen Growth and Income VCT plc: Statement re. Offer for Subscription
October 19 2022 - 9:23AM
ProVen Growth and Income VCT plc: Statement re. Offer for
Subscription
ProVen VCT plc (LEI:
21380091P1TTU2Z2AW75) ProVen
Growth and Income VCT plc (LEI:
213800K1RM776QM8XG84)(together the "Companies" and
each being a
"Company") 19
October
2022 Publication
of Prospectus
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 £40,000,000 by way of an issue of new ordinary shares
in the Companies ("New Ordinary Shares"), each Company raising up
to £20,000,000, with an over-allotment facility of up to a further
£40,000,000 in aggregate (being up to £20,000,000 for each of the
Companies), payable in full in cash on application (the
“Offer”).
The Offer opens on 19 October 2022 and will
close not later than 1.00 p.m. on 4 April 2023 in respect of the
2022/2023 Offer and not later than 1.00 p.m. on 28 April 2023 in
respect of the 2023/2024 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 9 October 2023.
Applicants (and their spouses) who had an
existing shareholding in one of the Companies on 19 October 2022,
and whose valid Application forms part of the first £5 million of
valid Applications for each Company and is received by 1 p.m. on 18
November 2022, 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 £5 million of valid Applications for each
Company and is received by 1 p.m. on 18 November 2022 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 19 October 2022
between, inter alia, the Companies and 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 a financial adviser or an
execution-only broker. 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.
The payment of the Fee is a small related party
transaction to be entered into 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 £10,000 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 is 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 Beringea, on 020 7845
7820. A downloadable version of the Securities Note is also
available from www.proveninvestments.co.uk.
A copy of the Prospectus is available, free of
charge, from the registered office of the Companies and Beringea
at:
Charter House55 Drury LaneLondon WC2B 5SQ
If the registered office is closed due to
government restrictions, copies may be requested via email to
info@beringea.co.uk or by calling Beringea on 020 7845 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 LLPCompany SecretaryTelephone 020 7845
7820
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