Statement re. Subscription offer

Proven VCT plc (LEI: 21380091P1TTU2Z2AW75)
Proven Growth and Income VCT plc (LEI: 213800K1RM776QM8XG84)
(together the “Companies” and each being a “Company”)

11 January 2022

Publication of the prospectus

Following the announcement made on November 8, 2021, the Companies announce that they have published today a Prospectus (comprising a Securities Note, a Registration Document and a Summary) concerning a subscription offer aimed at raising up to 40 ,000,000 by way of an issue of new common shares of the Companies (“New Ordinary Shares”), each raising up to £ 20,000,000, with an over-allotment facility of up to a further £ 40,000,000 in total (up to ‘to £ 20,000,000 for each of the Companies), payable in full in cash on demand (the “Offer”).

The Offer begins on January 11, 2022 and will close no later than 1:00 p.m. on April 4, 2022 for the 2021/2022 Offer and no later than 1:00 p.m. on April 29, 2022 for the 2022/2023 Offer, or as soon as the Offer is fully subscribed. The directors of each of the Companies may decide to extend the Offer concerning their Company at their entire discretion until a date no later than December 12, 2022.

Applicants (and their spouses) who held an existing stake in one of the companies on January 11, 2022 and whose valid application is part of the first £ 5 million of valid applications for each company and is received by 1 p.m. on the 11th February 2022, will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to 1.5% of the amount subscribed.

All other claimants whose valid claim is part of the first £ 5 million of valid claims for each company and are received by 1:00 p.m. on February 11, 2022 will be entitled to additional new ordinary shares with a total subscription price equivalent to 0 , 75% of the amount subscribed.

The subscription price for additional New Ordinary Shares to be received by the first applicants will be paid by Beringea LLP, the investment manager of the Companies (“Beringea”).

Pursuant to an agreement dated January 10, 2022 between, among others, the Companies and Beringea, Beringea will receive a commission (the “Commission”) for having acted as promoter of the Offer equal to five and a half (5 , 5) percent. gross funds raised under the Offer from requests received directly from investors and three (3) percent. gross funds raised under the Offer from requests received through a financial advisor or execution broker only. Out of costs, Beringea will pay all costs agreed between the Companies and Beringea, including costs and expenses, of or incidental to the Offer.

In accordance with an amendment act dated January 10, 2022 (the “ProVen Amendment Act”), the investment management contract between ProVen VCT plc and Beringea (the “ProVen IMA”) will be amended following the ‘Offer to provide for an increase in the compensation due to Beringea in the event of early termination of the IMA ProVen. The ProVen Amendment Act provides that Beringea will be entitled to receive compensation equivalent to 2% per annum of the amount raised by ProVen VCT plc under the Offer from the date of termination of the IMA ProVen until ‘until February 28, 2025.

In accordance with a deed of amendment dated January 10, 2022 (the “PGI Amendment Deed”), the investment management contract (the “PGI IMA”) between ProVen Growth and Income VCT plc and Beringea will be amended due of the Offer aimed at providing for an increase in the compensation due to Beringea in the event of early termination of the PGI IMA. The PGI Amendment Act provides that Beringea will be entitled to receive compensation equivalent to 2% per annum of the amount raised by ProVen Growth and Income VCT plc under the Offer from the date of termination of the PGI IMA until ‘until February 28, 2025.

The above fees and changes to IMA ProVen and IMA PGI are small related party transactions between each of the companies and Beringea under registration rule 11.1.10R.

In addition to the related party transactions described above, Malcolm Moss, a director of both companies, intends to invest £ 25,000 in each of the companies as part of the offer. Beringea is an associate of Mr. Moss under the Enrollment Rules and therefore payment of fees and the above changes to the IMA ProVen and PGI IMA are required under the Enrollment Rules for be aggregated with Mr. Moss’ planned subscriptions. On an aggregate 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 Advisors should call Beringea on 020 7845 7820. A downloadable version of the Securities Note is also available at www.provenvcts.co.uk.

A copy of the Prospectus is available, free of charge, at the registered office of the Companies or from:

Beringea LLP
Charter house
55 Drury Way
London WC2B 5SQ

If Beringea’s head office or office is closed due to government restrictions, copies can be requested by emailing [email protected] or by calling Beringea on 020 7845 7820.

Copies of the Prospectus will be submitted to the National Storage Mechanism and will soon be available for consultation online at the following website address:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

For more information, please contact:

Shane Elliott on 020 7845 7820
Beringea LLP
Company Secretary
Phone 020 7845 7820

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