Share Issue/Capital Change • Dec 8, 2011
Share Issue/Capital Change
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If you are in any doubt as to what action you should take, you should consult your own independent financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA").
If you have sold or transferred all of your shares in ProVen VCT plc, please send this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
The Company, and the Directors whose names appear on page 20, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Your attention is drawn to the letter from the Chairman of the Company set out on pages 7 to 15 which contains a recommendation to vote in favour of the Resolutions to be proposed at the General Meeting.
You will find on pages 30 to 32 a notice of the General Meeting to be held on 26 January 2012 at 11.00am to approve the Resolutions. The General Meeting will be held at 39 Earlham Street, London, WC2H 9LT. To be valid, the form of proxy enclosed with this document for the General Meeting should be returned not less than 48 hours before the General Meeting, either by post or by hand to Beringea LLP, 39 Earlham Street, London WC2H 9LT.
If you wish to participate in the proposed Tender Offer and your Ordinary Shares are held in certificated form, you should complete the enclosed Tender Form and return it to the Company's Receiving Agent, Beringea LLP, 39 Earlham Street, London, WC2H 9LT as soon as possible and, in any event, not later than 1.00 p.m. on 31 January 2012. If your Ordinary Shares are held in uncertificated form, you should arrange for those Ordinary Shares to be transferred to Capita Registrars, as escrow agent for the Tender Offer through a Transfer to Escrow ("TTE") instruction so as to settle by no later than 1.00 p.m. on 31 January 2012.
If you wish to participate in the proposed Dividend Reinvestment Scheme you should complete the enclosed Dividend Reinvestment Scheme mandate and return it to Beringea LLP, 39 Earlham Street, London, WC2H 9LT provided as soon as possible and, in any event, not later than 1.00 p.m. on 5 January 2012.
The Ordinary Shares will be purchased at the net asset value per Ordinary Share as at 30 November 2011, to be announced on a regulated information service on or before 16 January 2012, after adjusting for the dividend of 6.25p per Share to be paid on 2 February 2012 to Shareholders (including those participating in the Tender Offer) who are on the register on 6 January 2012, and the related performance incentive payment.
| Page | |
|---|---|
| Expected Timetable | 5 |
| Letter from the Chairman | 7 |
| Terms of the Tender Offer | 17 |
| Conditions of the Tender Offer | 17 |
| Ordinary Shares Tendered | 17 |
| Scaling Back | 18 |
| Acceptance Period | 18 |
| Settlement | 19 |
| Additional Information | 20 |
| Responsibility and Registered Office | 20 |
| Issued Share Capital | 20 |
| Directors' and Other Interests | 20 |
| Significant Shareholdings | 20 |
| Material Contracts | 21 |
| Directors' Service Contracts and Remuneration | 21 |
| Beringea LLP | 21 |
| Unusual/Significant Transactions | 22 |
| Significant Changes | 22 |
| Litigation | 23 |
| Related Party Transactions | 23 |
| General | 23 |
| Documents Available for Inspection | 24 |
| Definitions | 25 |
| Notice of General Meeting of ProVen VCT plc | 30 |
| Form of Proxy | 33 |
| Tender Form | 35 |
| Additional Information Relating to CREST | 38 | |
|---|---|---|
| Annexures | ||
| 1. | Rules of the Dividend Reinvestment Scheme | 40 |
| 2. | Dividend Reinvestment Mandate | 44 |
| Publication of Circular | 8 December 2011 |
|---|---|
| Record Date for Tender Offer | 6 January 2012 |
| Latest time and date for receipt of Tender Forms | 1.00 p.m. on 31 January 2012 |
| Latest time and date for receipt of TTE instructions by Capita Registrars |
1.00 pm on 31 January 2012 |
| Announcement of take up level under the Tender Offer | 1 February 2012 |
| Latest time and date for receipt of proxy forms | 11 a.m on 24 January 2012 |
| Last day for receipt of Dividend Reinvestment Scheme elections in respect of the Interim Dividend |
5 January 2012 |
| Record Date for Interim Dividend | 6 January 2012 |
| General Meeting | 11 a.m. on 26 January 2012 |
| Allotment of new Ordinary Shares under the Ordinary Share Offer in respect of Ordinary Shares subscribed for from Tender Offer proceeds |
by 15 February 2012 |
| Share certificates posted for Ordinary Shares subscribed for from Tender Offer proceeds |
by 29 February 2012 |
| Balance share certificates posted for unsuccessfully tendered Ordinary Shares |
by 29 February 2012 |
| CREST accounts credited with Ordinary Shares subscribed for from Tender Offer proceeds |
by 29 February 2012 |
| CREST accounts credited with unsuccessfully tendered Ordinary Shares |
by 29 February 2012 |
| Interim Dividend payment date | 2 February 2012 |
| Allotment of new Ordinary Shares under the Dividend Reinvestment Scheme resulting from the Interim Dividend |
2 February 2012 |
| CREST accounts credited with new Ordinary Shares issued under the Dividend Reinvestment Scheme resulting from the Interim Dividend |
2 February 2012 |
| Share certificates posted in respect of new Ordinary Shares issued under the Dividend Reinvestment Scheme resulting from the Interim Dividend |
by 16 February 2012 |
If there are any significant changes to the above times and/or dates Shareholders will be notified by an announcement through a regulatory information service.
PROVEN VCT PLC 39 Earlham Street London WC2H 9LT
8 December 2011
Dear Shareholder,
Proposals relating to (i) a Tender Offer for the Company to purchase up to 5,478,568 of its Ordinary Shares (the "Tender Offer"), (ii) the adoption of a dividend reinvestment scheme (the "Dividend Reinvestment Scheme"), (iii) the variation to the performance incentive arrangements of the Company's investment manager and (iv) the commission payable to the Company's investment manager pursuant to the Company's offer for subscription of Ordinary Shares
This Circular explains the Tender Offer for Ordinary Shares which the Company is proposing to undertake, the Dividend Reinvestment Scheme that it is proposing to introduce for Ordinary Shares, C Shares and D Shares, the proposed variation to the performance incentive arrangements of Beringea in respect of the Ordinary Shares and the proposed commission payable to the Company's investment manager pursuant to the Ordinary Share Offer.
Resolution 1 is required to be passed pursuant to the Company's articles of association. Resolutions (2), (5), (6) and (7) are required to be passed pursuant to the Companies Act 2006. The Company and Beringea constitute related parties for the purpose of chapter 11 of the Listing Rules and the New Performance Incentive Fee and the Commission constitute related party transactions under the Listing Rules which are required by the Listing Rules to be approved by the Shareholders.
One of the key benefits of investing in a VCT is that investors are entitled to receive income tax relief on their subscription for shares, currently at the rate of 30%. Once these shares have been held for five years, investors can sell them without losing the initial tax relief. Should they wish to, investors may then reinvest the sale proceeds into new VCT shares and obtain further income tax relief.
As the majority of Ordinary Shares in issue were subscribed for more than five years ago, the Board has decided to facilitate this process for Ordinary Shareholders by holding a Tender Offer, under which the Company will buy-back up to 20% of its Ordinary Shares at net asset value, then reinvest the proceeds on behalf of the participating Ordinary Shareholders in new Ordinary Shares under the Offer announced by the Company today ("the Ordinary Share Offer"). Ordinary Shareholders who participate in the Tender Offer will be entitled to income tax relief in the 2011/12 tax year at the rate of 30% on the amount re-invested, subject to their personal tax circumstances, on which they should take independent tax advice.
Selling Ordinary Shares in the Tender Offer may, depending on your personal tax position, have adverse tax consequences. If you sell Shares which you subscribed for less than 5 years ago you will have to repay the initial tax relief you received in relation to the subscription for these Shares. You should read carefully the section of this
All of the C Shares and D Shares in issue were subscribed for less than five years ago, so it is not appropriate to hold a tender offer for these share classes at this point as any disposal of C Shares or D Shares will result in a loss of VCT tax reliefs. However, it is expected that a tender offer for C Shares will be held in around October 2012, in accordance with the intention set out in the prospectus under which the C Shares were issued in 2007. A tender offer for D Shares will be considered at the appropriate time.
Another benefit of investing in a VCT is that all dividends received are free of income tax. Your Board has decided to introduce a Dividend Reinvestment Scheme to allow Shareholders to opt to have all their dividends on each class of Shares they hold automatically reinvested into new Shares of the same class. Shareholders participating in the Dividend Reinvestment Scheme will be entitled to income tax relief, currently at the rate of 30%, on the value of the dividends reinvested, subject to their personal tax position.
If you wish to participate in the Dividend Reinvestment Scheme you will have to do so for all the Shares in the Company you own, of whatever share class.
Shareholders will forfeit the initial income tax relief on the amount reinvested in Shares under the Tender Offer and Dividend Reinvestment Scheme if they dispose of these Shares within 5 years.
As is customary in the venture capital industry, the Company has agreed long-term performance related incentive fee arrangements with its investment manager, Beringea. These are designed to enable Beringea to attract and retain talented investment managers and to incentivise and reward them for delivering superior investment performance. The payment of a performance related incentive fee is linked to the achievement of a specified level of Total Return (latest net asset value per share plus cumulative dividends paid), as well as to the payment of a specified level of dividends to Shareholders.
In relation to the performance related incentive fee arrangements on the Original Ordinary Share Portfolio, the Total Return target has been exceeded by a significant amount. This means that under the current arrangements, all future profitable disposals from this portfolio, and the related dividend payments to Shareholders, are likely to result in further performance related incentive fee payments to the Manager.
The Board has proposed, and the Manager has agreed, that following the issue of New Ordinary Shares under the Offer, and the merger of the Ordinary Share and C Share classes which is expected to take place in October 2012, it would not be appropriate for the existing Ordinary Share performance related incentive fee arrangements to continue. The Board and the Manager have, therefore, agreed new performance related incentive fee arrangements which will come into effect from the financial year of the Company starting on 1 March 2012, subject to Resolution (3) set out in the Notice of General Meeting being passed at a General Meeting. More details of these performance incentive arrangements are set out on page 13.
Pursuant to the Ordinary Share Offer, Beringea will receive from the Company a commission, being 6.5% of the gross proceeds of the Ordinary Share Offer (consisting of an initial fee of 5.5% of the gross funds raised under the Ordinary Share Offer, together with an annual commission of 0.2% of gross funds raised for a period of 5 years). Out of this fee, Beringea will pay the commissions payable to recognised intermediaries in respect of accepted applications for Ordinary Shares under the Ordinary Share Offer submitted by them in the amounts referred to in the Ordinary Share Prospectus and Beringea shall also discharge all other costs and expenses of or incidental to the Ordinary Share Offer and the admission of the Ordinary Shares issued pursuant to the Ordinary Share Offer to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities.
The Listing Rules require that the Commission, Resolution (4), is approved by the Shareholders because Beringea is also a party to the New Performance Incentive Fee. If Resolution (3), which relates to the New Performance Incentive Fee, is not passed at the General Meeting, the Commission will not, under the Listing Rules, require the approval of Shareholders as the Commission alone does not exceed the thresholds above which the Listing Rules require Shareholder approval and will be paid to Beringea whether or not Resolution (4) is passed at the General Meeting.
At today's date the Company has 27,392,840 Ordinary Shares in issue. Under the Tender Offer described in this document, the Company proposes to purchase up to 20% of its Ordinary Shares, which is equal to 5,478,568 Ordinary Shares, from those Ordinary Shareholders on the register on the Record Date.
Each Ordinary Shareholder is entitled to sell up to 20% of his Ordinary Shares (the "Basic Entitlement") to the Company at the net asset value per Ordinary Share as at 30 November 2011, to be announced on a regulated information service on or before 16 January 2012, less the amount of the Interim Dividend of 6.25p per share to be paid on 2 February 2012 to Shareholders (including those participating in the Tender Offer) who are on the register on 6 January 2012 and the related performance incentive payment .
The unaudited net asset value per Ordinary Share as at 31 August 2011 was 55.9p and on this basis the purchase price per Ordinary Share would be 48.6p. However, the net asset value per Ordinary Share as at 30 November 2011 may be less or greater than 55.9p and, consequently, the purchase price per Ordinary Share may be lower or higher than 48.6p per Ordinary Share. Total Ordinary Share dividends paid from launch to 31 August 2011 were 107.7p, making a Total Return (net asset value plus dividends paid) from launch to 31 August 2011 of 163.6p.
Ordinary Shareholders may make applications under the Tender Offer in respect of more than their Basic Entitlement, on the basis that some Shareholders may not wish to participate in the Tender Offer. Any entitlements to sell Ordinary Shares in the Tender Offer which are not taken up will be re-allocated to Ordinary Shareholders making applications in respect of more than their Basic Entitlement, pro-rata to the number of Shares applied for by each Shareholder in excess of 20% of their shareholding.
The proceeds from the sale of Ordinary Shares in the Tender Offer will be applied in subscribing for new Ordinary Shares under the Ordinary Share Offer in respect of the 2011/2012 tax year, as described in the Ordinary Share Prospectus, a copy of which is enclosed with this document. Application will be made to the UK Listing Authority for the new Ordinary Shares to be admitted to a premium listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities. It is expected that the admission will become effective, and that dealings in these new Ordinary Shares will commence, within 10 business days of the issue of such new Ordinary Shares and that share certificates will be dispatched to Shareholders within 15 business days of the issue of such new Ordinary Shares. The new Ordinary Shares will be issued in registered form and evidence of title will be through possession of a share certificate in the Shareholder's name or settlement of the transactions in the new Ordinary Shares following their admission to a premium listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities may take place within the CREST system if Shareholders wish. The new Ordinary Shares will rank pari passu in all respects with each other and the existing Ordinary Shares. The new Ordinary Shares will be issued at a premium to net asset value of approximately 3.5%, in accordance with the terms of the Ordinary Share Offer, so Shareholders participating in the Tender Offer will not receive the same number of new Ordinary Shares as they sold. The Tender Offer will open at the same time as applications can be made under the Ordinary Share Offer but will close at 1 pm on 31 January 2012.
If your Ordinary Shares are held in the name of a nominee, in order to participate in the Tender Offer you must arrange to transfer the Ordinary Shares you wish to tender into your own name.
The Ordinary Shares purchased by the Company pursuant to the Tender Offer will be cancelled and not re-issued and will not rank for any dividends declared or paid on or after completion of the Tender Offer. The authorised share capital of the Company will not be reduced but the issued share capital of the Company will be reduced by the nominal amount of those Ordinary Shares that are cancelled.
Ordinary Shareholders will be entitled to receive the Interim Dividend in relation to all Ordinary Shares held on 6 January 2012. This includes any Ordinary Shares sold in the Tender Offer.
The participation of Shareholders in the Tender Offer is conditional upon (i) the Ordinary Share Offer being launched (ii) Resolution 5 set out in the notice of the General Meeting dated 8 December 2011 being passed at the General Meeting; (iii) a participating Shareholder agreeing that the proceeds of the Tender Offer be invested under the Ordinary Share Offer in the 2011/12 tax year; and (iv) a participating Shareholder's Ordinary Shares being held in the Shareholder's own name, whether in certificated or uncertificated form (i.e. in CREST).
The funds required for the Tender Offer, and the stamp duty payable by the Company as a result (see "Taxation" below), will be financed from the Company's existing cash and liquid resources.
The majority of Ordinary Shares currently in issue were subscribed for more than five years ago. Shareholders are able to sell Ordinary Shares allotted before 31 January 2007 without forfeiting the initial income tax relief granted in respect of the subscription for these Shares. However, some Ordinary Shares were subscribed for less than five years ago. Shareholders who sell Ordinary Shares subscribed for after 31 January 2007 will have to repay the initial income tax relief granted in respect of these Shares. Shareholders who subscribed for Ordinary Shares on more than one occasion should note that Shares acquired first will be treated for taxation purposes as being disposed of first.
If Shareholders deferred capital gains on subscribing for Ordinary Shares prior to 6 April 2004, the deferred gains will become taxable in the current tax year if they sell these Shares. Shareholders who subscribed for Ordinary Shares on more than one occasion should note that Shares acquired first will be treated for taxation purposes as being disposed of first.
If you are considering selling Ordinary Shares in the Tender Offer you are strongly advised to seek tax advice from an authorised financial advisor.
The Tender Offer will not adversely affect the Company's VCT qualifying status.
Stamp duty at the rate of 0.5% will be payable by the Company on its purchase of Ordinary Shares pursuant to the Tender Offer.
If you hold share certificate(s) for the Ordinary Shares you wish to sell in the Tender Offer, you should complete the Tender Form and return it to Beringea LLP, 39 Earlham Street, London, WC2H 9LT as soon as possible and, in any event, not later than 1 p.m. on 31 January 2012, together with the share certificate(s) for the Ordinary Shares being tendered. If you cannot find the relevant share certificate(s), please contact Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephone on 0871 664 0300 from within the UK or on + 44 20 8639 3399 if calling from outside the UK, to obtain a letter of indemnity to request a replacement certificate, which will be subject to an administration fee (calls to the 0871 664 0300 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 am to 5.00 pm (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice). If your Ordinary Shares are in uncertificated form, in order to accept the Tender Offer you should comply with the procedures relating to CREST set out at the end of this document and send a TTE instruction to the Escrow Agent, for the Ordinary Shares you wish to sell so as to settle by no later than 1.00 p.m. on 31 January 2012.
If your Ordinary Shares are held in the name of a nominee, whether in certificated or uncertificated form, in order to participate in the Tender Offer, you must arrange to transfer the Ordinary Shares you wish to tender into your own name. .
If you wish to apply for Ordinary Shares under the Ordinary Share Offer either as an alternative to, or in addition to, participating in the Tender Offer, please complete the application form at the end of the Ordinary Share Prospectus and return it, with the relevant payment, either via your authorised financial adviser or directly to Beringea LLP, 39 Earlham Street, London, WC2H 9LT.
The Scheme offers Shareholders the opportunity to elect to reinvest their dividends on each class of Shares held in the Company (including the Interim Dividend in the case of Ordinary Shareholders) in Shares of the same class. The subscription price for the additional Shares will be the prevailing net asset value per Share (after adjusting for the dividend to be reinvested and any related performance incentive payment). This enables Shareholders to increase their total holding in the Company without incurring dealing costs, issue costs or stamp duty. Shares issued under the Scheme will rank pari passu in all respects with the other Shares of that class that are then in issue.
Subject to individual circumstances, Shareholders who elect to reinvest dividends under the Scheme should be eligible to claim income tax relief (currently at 30 per cent) on the value of the dividend reinvested, provided the Shares are issued in the name of the Shareholder and not in the name of a nominee. Shares subscribed for via the Scheme will form part of each Shareholder's annual limit for investing in VCTs and qualifying for tax reliefs. If you are in doubt regarding your personal tax position, or whether you should participate in the Scheme, you should contact your professional adviser immediately.
The terms of the Scheme only permit a Shareholder to join if all the Shares registered in their name, of whatever share class, are mandated to the Scheme. If you elect to receive Shares under the Scheme, any residual cash balance arising representing a fractional entitlement will be carried forward to the next dividend.
The terms and conditions of the Scheme, as set out in Annex I to this Circular, have been approved by the Directors.
The Dividend Reinvestment Scheme is conditional upon Resolutions 1, 2 and 4 set out in the notice of the General Meeting being passed at the General Meeting.
If you wish to join the Scheme, please complete the Mandate Form at the end of this document and return it to Beringea LLP, 39 Earlham Street, London, WC2H 9LT. You can apply to join the Scheme at any time. However, Mandate Forms have to be received by Beringea at least 20 Business Days prior to the payment of the first dividend which is to be reinvested. If you are an Ordinary Shareholder and you want to reinvest the Interim Dividend under the Scheme, your completed Mandate Form must be received by Beringea by 5 January 2012. Mandate Forms received after that date will be effective in relation to any future dividends in respect of which the mandate applies.
If you elect to join the Scheme, the mandate given in the Mandate Form will remain in force for all dividends declared whilst the Scheme is in operation unless and until you give notice to terminate your participation in the Scheme in accordance with the terms of the Scheme. Those Shareholders not electing to join the Scheme at this time will be able to do so in respect of dividends declared for later periods whilst the Scheme is in place.
If you wish to continue to receive your dividends in the same way as previously (either in cash, or paid to your Bank or Building Society Account under an existing mandate), you need take no further action.
The performance incentive fee payable by the Company in relation to the Ordinary Shares for each financial year starting on or after 1 March 2006 is presently:
less the cumulative amount of any performance incentive fee previously paid in relation to the financial years starting on or after 1 March 2006.
Of the total performance incentive fee, 91% is payable to the Manager and 9% is payable to Downing Corporate Finance Limited.
The payment will be inclusive of VAT (if applicable) and is conditional on the Performance Value being at least 130 pence per Ordinary Share. Dividend payments will be disregarded in calculating the performance fee to the extent that they exceed cumulative gross realised capital gains and net income. The amount paid in relation to any one financial year pursuant to the performance incentive fee cannot exceed 20% of the dividends paid to holders of Ordinary Shares in relation to that year.
Subject to the passing of Resolution (3) at the General Meeting, the present performance incentive fee arrangements in respect of the Ordinary Shares will be terminated and, for the financial years starting after 29 February 2012, a performance incentive fee will be payable in relation to the Ordinary Shares if, at the end of a financial year, the New Performance Value exceeds the Hurdle. In this event the performance incentive fee will be equal to 20% of the amount by which the New Performance Value exceeds the Initial Net Asset Value, multiplied by the average number of Ordinary Shares in issue during the relevant financial year, less the amount of any performance incentive fee already paid in relation to previous financial years starting after 29 February 2012 (which shall not include, for the avoidance of doubt, Residual PIF). If, after 29 February 2012, the New Performance Value is less than or equal to the Hurdle in any financial year, no performance incentive fee will be payable in respect of that financial year.
The New Performance Incentive Fee per Ordinary Share payable in relation to a financial year will be reduced, if necessary, to ensure that (i) the cumulative New Performance Incentive Fee per Ordinary Share payable in relation to financial years starting after 29 February 2012 does not exceed 20% of Cumulative Dividends per Ordinary Share paid in relation to those financial years and (ii) the New Total Return per Ordinary Share is at least equal to the Hurdle.
Subject to the passing of Resolution (3) at the General Meeting, in consideration of the Manager's performance in managing the Original Ordinary Share Portfolio, a performance incentive fee linked to the profit achieved on the future disposal of two investments from this portfolio, Espresso Group Limited and Think Limited, will be payable. The Residual PIF will be equal to 20% of the aggregate profit realised on the sale of Espresso Group Limited and Think Limited, subject to a maximum fee of 91% of £673,000 (being 20% of the aggregate unrealised profit on these investments as at 31 August 2011).
The new performance incentive arrangements will apply to all Ordinary Shares in issue, including any Ordinary Shares issued pursuant to the Ordinary Share Offer and the merger of the C Shares and the Ordinary shares, which is expected to take place in October 2012. All fees paid under the new performance incentive arrangements will be inclusive of VAT, if applicable. The Manager will receive 91% of all fees paid under the new performance incentive arrangements and Downing Corporate Finance Limited will receive 9%.
Resolution 1 will, if passed, give the Board authority pursuant to article 151(1) of the Company's articles, to allot Shares in connection with the Dividend Reinvestment Scheme during the period commencing on the passing of this resolution and expiring, subject to the passing of Resolution 5, on the fifth anniversary of this resolution or alternatively on the date of the Company's next annual general meeting.
Resolution 2 will, if passed, give the Board authority under section 551 Companies Act 2006 to allot the Shares referred to in Resolution 1. This authority will expire on the fifth anniversary of the date of this Resolution.
Resolution 3 will, if passed, approve the New Performance Fee, details of which are set out above. Malcolm Moss, a member of Beringea, which is a related party to the Company under the Listing Rules, will not vote on this resolution and has undertaken to take all reasonable steps to ensure that none of his associates will vote on this resolution. Beringea does not hold Shares in the Company and has undertaken to take all reasonable steps to ensure that none of its associates will vote on this resolution.
Resolution 4 will, if passed, approve the Commission, details of which are set out above. Malcolm Moss, a member of Beringea, which is a related party to the Company under the Listing Rules, will not vote on this resolution and has undertaken to take all reasonable steps to ensure that none of his associates will vote on this resolution. Beringea does not hold Shares in the Company and has undertaken to take all reasonable steps to ensure that none of its associates will vote on this resolution.
Resolution 5 will, if passed, authorise and approve the terms of the contract under which the Tender Offer will be effected. A copy of this Circular, which constitutes the contract, including the names of the Shareholders from whom Ordinary Shares are proposed to be purchased, the numbers of Ordinary Shares to be purchased from them and the price per Ordinary Share at which those Ordinary Shares are to be purchased, will be available for inspection at the registered office of the Company for not less than 15 days ending with the date of the General Meeting and at the General Meeting itself.
Resolution 6 will, if passed, give the Board authority to allot the Shares referred to in Resolution 2 whilst disapplying the statutory pre-emption rights. This authority will expire on the fifth anniversary of the date of this Resolution.
Resolution 7 will, if passed, amend the article 151(1) of the Company's articles of association to provide that the authority to allot shares under the Dividend Reinvestment Scheme will expire on the fifth anniversary of the resolution so that it would not be necessary, as currently required under article 151(1), to seek a renewal at the Company's next annual general meeting.
Shareholders will find a form of proxy attached at the end of this document for the General Meeting. Whether or not you propose to attend the General Meeting, you are requested to complete and return the form of proxy attached to Beringea LLP, 39 Earlham Street, London, WC2H 9LT, so as to be received not less than 48 hours before the time appointed for holding the General Meeting. Completion and return of the form of proxy will not prevent a Shareholder from attending and voting in person at the General Meeting should a Shareholder wish to do so.
The address for returning the Tender Offer Form (for Ordinary Shareholders holding share certificates), the Dividend Reinvestment Mandate Form and the Form of Proxy is Beringea LLP, 39 Earlham Street, London, WC2H 9LT. A reply paid envelope is provided for your convenience and you may, if you wish, return all the forms in the same envelope. Please remember, however, that to be effective, the forms need to have been returned by the following dates:
Tender Offer Form: 1 pm on 31 January 2012
Dividend Reinvestment Mandate Form: 5 January 2012
Form of Proxy: 11 am on 24 January 2012
The Board, which has been so advised by Howard Kennedy, believes that the New Performance Incentive Fee and the Commission are fair and reasonable as far as the Shareholders are concerned. Malcolm Moss did not take part in the Board's consideration of the New Performance Incentive Fee and the Commission as he is a member of Beringea, a related party of the Company under the Listing Rules.
The Board considers that the proposals set out in this Circular are in the best interests of the Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions. Malcolm Moss did not take part in the Board's consideration of, and decision to recommend, the Commission and the Performance Incentive Fee. The Directors intend voting in favour of the Resolutions in respect of their own beneficial shareholdings which at, the date of this Circular, total 29,039 Ordinary Shares, 19,635 C Shares and 5,802 D Shares (representing approximately 0.106 per cent, 0.136 per cent and 0.070 per cent of the issued Ordinary Share capital, the C Share capital and the D Share capital of the Company respectively).
Yours sincerely
Andrew Davison Chairman
Ordinary Shareholders on the register of members of the Company on the Record Date are hereby invited to participate in the Tender Offer on the terms and subject to the conditions set out in this Circular. The Company will purchase up to 5,478,568 Ordinary Shares representing approximately 20 per cent of the issued Ordinary Shares as at close of business on 7 December 2011 (being the latest practicable date before publication of this Circular) at the net asset value per Ordinary Share at 30 November 2011, to be announced to the London Stock Exchange on or before 16 January 2012, less the amount of the Interim Dividend of 6.25p per share to be paid on 2 February 2012 to Shareholders (including those participating in the Tender Offer) who are on the register on 6 January 2012 and the related performance incentive payment. The Ordinary Shares purchased by the Company pursuant to the Tender Offer will be cancelled and not re-issued.
The following conditions and further terms apply, unless the context otherwise requires, to the Tender Offer.
The Tender Offer and the purchase by the Company of Ordinary Shares offered for sale pursuant to it is conditional upon (i) the Ordinary Share Offer being launched, (ii) the Tender Offer Resolution being passed at the General Meeting, (iii) the participating Shareholder agreeing that the proceeds of the Tender Offer be invested under the Ordinary Share Offer in the tax year 2011/12, (iv) the Ordinary Shares being tendered being held in the participating Shareholder's own name, whether in certificated or uncertificated form (i.e. in CREST) and (v) the Ordinary Shares continuing to be held by the participating Shareholder until the completion of the Tender Offer. If the Tender Offer and the purchase by the Company of Ordinary Shares offered for sale pursuant to it does not become unconditional and lapses, certificates and other documents of title will be returned by post not later than 14 business days after the date of such lapse. In the case of Ordinary Shares held in uncertificated form, instructions will be provided to Euroclear to transfer all such Ordinary Shares held in escrow balances by TFE instruction to the original available balances to which those Ordinary Shares relate.
Each Selling Shareholder by whom, or on whose behalf, a Tender Form is executed or a TTE instruction is made, irrevocably undertakes, represents, warrants and agrees to and with the Company (so as to bind him, his personal representatives, heirs, successors and assigns) that:
the authorities expressed to be given hereunder for the purpose of, or in connection with, the Tender Offer and to vest such Ordinary Shares in the Company;
Any existing rights of Shareholders will be unaffected. The Ordinary Shares purchased by the Company pursuant to the Tender Offer will be cancelled and not re-issued. All the Ordinary Shares so purchased will not rank for any dividends for which the record date is on or after completion of the Tender Offer.
Shareholders who offer to sell up to their Basic Entitlement under the Tender Offer will have their application satisfied in full (apart from fractions of shares). If the aggregate number of Ordinary Shares tendered exceeds 20% of the Ordinary Shares in issue on the Record Date, applications from Shareholders in excess of their Basic Entitlement will be scaled back on a pro-rata basis.
If part only of a holding of Ordinary Shares is successfully tendered pursuant to the Tender Offer, the relevant Shareholder will be entitled to receive either a balance certificate in respect of the unsold Ordinary Shares or, if the Ordinary Shares are held in uncertificated form, a transfer by TFE instruction for the balance of the unsold Ordinary Shares.
The Tender Offer will close at 1 p.m. on 31 January 2012, and Tender Forms and TTE instructions will not be capable of acceptance after that time and date. Selling Shareholders who hold their Ordinary Shares in certificated form should complete the Tender Form in accordance with the instructions thereon and return the completed document together with their share certificate(s) in respect of the Ordinary Shares which the Shareholders are tendering. Shareholders who hold Ordinary Shares in CREST should comply with the procedures relating to CREST set out on page 38 of this document.
All questions as to the number of Ordinary Shares, and the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of Ordinary Shares will be determined by the Company, in its sole discretion, which determination shall be final and binding on all of the parties (except as otherwise required under any applicable law or regulation). The Company reserves the absolute right to reject any or all tenders it determines not to be in proper form or any payment (or the acceptance of any payment) which may, in the opinion of the Company, be unlawful. The Company also reserves the absolute right to waive any of the terms or conditions of the Tender Offer and any defect or irregularity in the application in relation to any particular Ordinary Shares or any particular holder thereof. Otherwise, no tender for the sale of Ordinary Shares will be deemed to be validly made until any defects or irregularities have been cured or waived. In the event of a waiver, the consideration under the Tender Offer will not be credited to the Shareholder until after the Tender Form is complete in all respects and the share certificates have been received or the relevant TTE instruction has settled. None of the Company, the Registrar, the Receiving Agent, the Escrow Agent or any other person is or will be obliged to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice.
It is expected that the results of the Tender Offer and the extent to which applications pursuant to the Tender Offer have been scaled back will be announced on 1 February 2012. The passing of the Tender Offer Resolution and the execution on behalf of the Company and each Selling Shareholder of a contract for the purchase of Ordinary Shares sold pursuant to the Tender Offer (the "Contract") will constitute acceptance by the Company of the successful tenders.
The Company reserves the right not to proceed with the Tender Offer if the Directors have concluded that implementation of the Tender Offer is no longer in the best interests of the Company and/or the Shareholders as a whole. This right may only be exercised prior to the passing of the Tender Offer Resolution.
Subject to the Tender Offer becoming unconditional in all respects and the Contract being executed on behalf of the Company and the Selling Shareholders, the sale of the Ordinary Shares under the Tender Offer will take place and the proceeds arising on the sale will be applied in subscribing for new Ordinary Shares under the Ordinary Share Offer in respect of the 2011/2012 tax year, as described in the Ordinary Share Prospectus.
Ordinary Shares will be purchased under the Tender Offer free of commissions and dealing charges.
The Company and the Directors, whose names appear below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Andrew Davison (Chairman) Barry Dean Malcolm Moss
The registered office of the Company is 39 Earlham Street, London, WC2H 9LT.
The number of issued Ordinary Shares, C Shares and D Shares as at 7 December 2011 (being the latest practicable date before publication of this Circular) were:
| Issued: | 27,392,840 Ordinary Shares |
|---|---|
| 14,414,223 C Shares |
|
| 8,256,901 D shares |
The Company does not hold any shares in treasury.
3.1 The interests of the Directors, or persons connected with such Directors, (all of which are beneficial unless otherwise stated) in the issued share capital of the Company as at 7 December 2011 (being the latest practicable date before publication of this Circular) were:
| Ordinary Shares | C Shares | D Shares | |
|---|---|---|---|
| Andrew Davison | 29,039 | 9,335 | 2,637 |
| Barry Dean | Nil | 10,300 | Nil |
| Malcolm Moss | Nil | Nil | 3,165 |
3.2 Save as disclosed above, no Director nor any person connected with a Director has any interest in the share capital of the Company.
As at 7 December 2011 (being the latest practicable date prior to the publication of this Circular) the Directors were not aware of any persons who were or will be immediately following the Tender Offer (assuming the maximum number of Ordinary Shares are acquired pursuant to the Tender Offer), directly or indirectly, interested in 3 per cent or more of the issued Shares.
Save in respect of those agreements which are set out in Part 10 of the registration document of the Ordinary Share Prospectus, the Company has not entered into any material contracts (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this Circular and neither has the Company entered into any contracts (not being contracts entered into in the ordinary course of business) which contain a provision or provisions under which that Company has an obligation or entitlement which is material to it as at the date of this document.
None of the Directors has a service contract with the Company and no such contract is proposed. The services of the Directors are provided to the Company pursuant to letters of appointment each of which is terminable upon 3 months' notice given by either party at any time.
The Directors each receive annual fees as follows:
| £ | |
|---|---|
| Andrew Davison | 30,000 |
| Barry Dean | 22,000 |
| Malcolm Moss | 15,000 |
| 67,000 |
Beringea's investment management team comprises the following five executives, who have more than 60 years combined experience of making venture capital investments. They are:
Trevor is Chief Investment Officer for Beringea. He has over eleven years experience of investing in unquoted companies, during which he has made over 50 investments. Trevor started his career in unquoted investing with 3i plc, for whom he worked in the UK and USA, before joining Beringea in 2003. His experience of financing small companies also includes eight years working in corporate banking for Barclays and The Royal Bank of Scotland. Trevor has an MBA and is an ACIB.
Karen joined Beringea as an Investment Director in 2007. She previously worked as a consultant with The Boston Consulting Group and Kurt Salmon Associates, where her project work focused on developing growth strategies and hands-on implementation. Karen has an MBA from INSEAD and a BSBA from Boston University.
Stéphane has 10 years experience as a venture capital fund manager in the healthcare sector and focuses on making investments in this sector for the VCTs managed by the Manager, including ProVen VCT plc. Previously, he was Associate Director at Smithkline Beecham and also worked at the American consulting firm, ZS Associates. Stéphane has an MBA from INSEAD.
Malcolm is a Senior Managing Director and founder of Beringea LLC. In addition to sitting on the Boards of ProVen VCT plc, ProVen Growth & Income VCT plc and ProVen Planned Exit VCT plc he sits on the investment committees of the Beringea Group's three other venture funds (InvestCare Partners, The Global Rights Fund II and Invest Michigan Growth Capital Fund). Malcolm has a BA and an MBA.
Stuart has 24 years of private equity investment experience. Prior to joining Beringea, Stuart was a senior director with LDC (the private equity arm of Lloyds TSB) and head of their Thames Valley office. He started his career in venture capital with 3i. Stuart has an MA and an MBA from the London Business School.
Beringea Limited, of which Malcolm Moss is a director, acted as promoter for the Offers for Subscription of the Company dated 11 February 2008 and 19 November 2008 and agreed to underwrite the costs of these Offers in return for a fee of 5.5% of the monies raised. Beringea LLP, of which Malcolm Moss is a member, acted as promoter for the Offer for Subscription of the Company dated 19 November 2009 and agreed to underwrite the costs of this Offer in return for a fee of 5.5% of the monies raised. Beringea LLP is also the Company's investment manager. The total fees relating to this service for the year ended 28 February 2011, together with performance incentive fees due under the investment management agreement, amounted to £968,000 (2010: £623,000) (all inclusive of VAT), of which £504,000l (2010: £196,000) was outstanding at the relevant year end.
Nicholas Lewis, who retired as a director of the Company on 24 August 2010, is a director of Downing Management Services Limited, which provides administration services to the Company and a director of Downing Corporate Finance Limited which is entitled to receive performance incentive fees under a Deed dated 31 May 2006. During the year ended 28 February 2011, the total fee relating to the administration services was £57,000 (2010: £53,000), inclusive of VAT, of which £14,000 (2010: £12,000) was outstanding at the year end, and relating to the performance incentive dee was £32,000 (2010: £4,000) (inclusive of VAT), of which £5,000 (2010 :£4,000) was outstanding at the year end. .
Save as disclosed above, no Director has any interest in any transaction which is or was unusual in its nature or conditions or is or was significant to the business of the Company and which was effected by the Company during the current financial period or during an earlier financial year and remains in any respect outstanding or unperformed.
Since 31 August 2011, being the end of the last financial period of the Company for which unaudited interim financial information has been published, there has been no significant change in the trading or financial position of the Company since 28 February 2011, the date to which the latest annual report and accounts of the Company were prepared.
There are no governmental, legal or arbitration proceedings (including any such proceedings which are or were pending or threatened of which the Company is aware) during the 12 months immediately preceding the date of this document, in each case which may have, or have had in the recent past, a significant effect on the Company's financial position or profitability.
obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities.
Copies of the following documents will be available for inspection from the date of this Circular until the conclusion of the General Meeting during normal business hours and on any weekday (Saturdays and public holidays excepted) at the registered office of the Company at 39 Earlham Street, London, WC2H 9LT:
Dated 8 December 2011
| "Base Rate" | the Bank of England base rate; |
|---|---|
| "Basic Entitlement" | each Ordinary Shareholder's entitlement to tender 20% of their Ordinary Shares held on the Record Date; |
| "Beringea" or "Manager" | Beringea LLP, the Company's investment manager and Receiving Agent; |
| "Beringea Group" | Beringea LLC and its subsidiaries (including Beringea); |
| "Board" or "Directors" | Andrew Davison, Barry Dean and Malcolm Moss; |
| "Capita Registrars" | a trading name of Capita Registrars Limited; |
| "C Shares" | C ordinary shares of 25p each in the capital of the Company; |
| "C Share Adjustment" | subject to the C Share Conversion having taken place, the amount by which the value of the C Share Portfolio increases or decreases between 31 August 2011 and the C Share Conversion, divided by the Pro forma Number of Ordinary Shares (as adjusted to take account of any dividends paid on C Shares between 31 August 2011 and the C Share Conversion); |
| "C Share Conversion" | the conversion of the C Shares into Ordinary Shares, that is expected to take place in October 2012; |
| "C Share Portfolio" | the portfolio of investments created by investing the proceeds raised from the issue of C Shares prior to the Ordinary Share Offer; |
| "the Circular" | this document; |
| "Commission" | the commission payable to Beringea pursuant to the Ordinary Share Offer that is the subject of Resolution (4); |
| "the Company" | ProVen VCT plc, registered with the Registrar of Companies of England and Wales with registered number 3911323 and whose registered office is 39 Earlham Street, London WC2H 9LT; |
| "CREST" | the relevant system (as defined in the Regulations) in respect of which Euroclear is |
| the Operator (as defined in the Regulations); | |
|---|---|
| "Cumulative Dividends" | the cumulative amount of dividends paid by the Company in relation to the financial years starting on 1 March 2012 and finishing on the 28 February of the relevant financial year; |
| "D Shares" | D ordinary shares of 1p each in the capital of the Company; |
| "Escrow Agent" | Capita Registrars acting as escrow agent in connection with the Tender Offer; |
| "Euroclear" | Euroclear UK and Ireland Limited; |
| "General Meeting" | the general meeting of the Company to be held on 26 January 2012 (or any adjournment thereof); |
| "Howard Kennedy" | Howard Kennedy Corporate Services LLP; |
| "Hurdle" | the greater of: |
| (i) 1.25 times the Initial Net Asset Value, |
|
| and | |
| (ii) the Initial Net Asset Value increased, as from 31 August 2011, by Base Rate plus 1% per annum (compound); |
|
| "Initial Net Asset Value" | the net asset value per Ordinary Share as at 31 August 2011 less the amount of the Interim Dividend and the related performance incentive payment to be paid to Beringea; |
| "Interim Dividend" | the interim dividend proposed to be paid on 2 February 2012 to Ordinary Shareholders on the register on 6 January 2012; |
| "Listing Rules" | the listing rules of the UK Listing Authority made under section 73A of FSMA; |
| "Mandate Form" | the form at the end of this document which enables Shareholders to participate in the Dividend Reinvestment Scheme; |
| "New Performance Incentive Fee" | the performance incentive fee relating to the Ordinary Shares that is the subject of Resolution (3); |
| "New Performance Value" | in respect of the relevant financial year end, |
| the sum of (i) the net asset value per Ordinary Share at that date, (ii) all dividends per Ordinary Share paid in relation to financial years starting after 29 February 2012 up to the relevant financial year, (iii) all performance related incentive fees per Ordinary Share paid by the Company to the Manager in relation to financial years starting after 29 February 2012, (iv) any C Share Adjustment (whether relating to that or any prior financial year), and (v) any Residual PIF Adjustment (whether relating to that or any prior financial year); |
|
|---|---|
| "New Total Return" | the net asset value per Ordinary Share at the relevant financial year end, plus Cumulative Dividends per Ordinary Share; |
| "Notice of General Meeting" | the notice of the General Meeting set out on page 30 of this document; |
| "Ordinary Shares" | ordinary shares of 5p each in the capital of the Company; |
| "Ordinary Shareholders" | holders of Ordinary Shares; |
| "Ordinary Share Offer", or "Offer" | the offer for subscription for Ordinary Shares as set out in the Ordinary Share Prospectus; |
| "Ordinary Share Prospectus" | the prospectus dated the date of this document relating to the Ordinary Share Offer; |
| "Original Ordinary Share Portfolio" | the portfolio of investments created by investing the proceeds raised from the issue of Ordinary Shares prior to the Ordinary Share Offer; |
| "Performance Value" | for financial years of the Company ending before 1 March 2012, in respect of the relevant financial year end, the sum of (i) the net asset value per Ordinary Share at that date and (ii) all distributions per Ordinary Share declared and / or paid since the first admission of the Ordinary Shares to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities; |
| "Pro-Forma Number of Ordinary Shares" | the pro-forma number of Ordinary Shares in issue on 31 August 2011, assuming (a) that the actual number of C Shares in issue at the date of the C Share Conversion had converted into Ordinary Shares on 31 August 2011 (using the relative net asset |
| value per share of Ordinary Shares and C Shares on that date), and (b) that the number of Ordinary Shares in issue on 31 August 2011 included the new Ordinary Shares subsequently issued under the Ordinary Share Offer; |
|
|---|---|
| "Receiving Agent" | Beringea LLP; |
| "Record Date" | 6 January 2012; |
| "Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755); |
| "Residual PIF" | the performance incentive fee relating to sale of Espresso Group Limited and Think Limited, as set out on page 14; |
| "Residual PIF Adjustment" | (a) the Residual PIF divided by the number of Ordinary Shares in issue on 31 August 2011, assuming that the number of Ordinary Shares in issue on 31 August 2011 included the new Ordinary Shares subsequently issued under the Ordinary Share Offer or (b), if the C Share Conversion has taken place, the Residual PIF divided by the Pro-forma Number of Ordinary Shares; |
| "Resolutions" | the resolutions set out in the Notice of General Meeting; |
| "Scheme" or "Dividend Reinvestment Scheme |
the dividend reinvestment scheme the terms and conditions of which are described in this document; |
| "Scheme Administrator" | Capita Registrars Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU; |
| "Selling Shareholder(s)" | those Shareholder(s) who are selling Ordinary Shares pursuant to the Tender Offer; |
| "Shares" | shares in the capital of the Company; |
| "Shareholders" | holders of the shares in the capital of the Company; |
| "Tender Offer" | the offer to Shareholders for the Company to purchase up to 5,478,568 Ordinary Shares, as contained in this Circular; |
| "Tender Form" | the tender form for use in respect of an acceptance of the Tender Offer by Shareholders holding Ordinary Shares in |
| certificated form, as set out at the end of this Circular; |
|
|---|---|
| "TFE instruction" | a Transfer from Escrow instruction (as defined by the CREST manual; |
| "TTE instruction" | a Transfer to Escrow instruction (as defined by the CREST manual; |
| "uncertificated" | for the time being recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST; |
| "VCT" | Venture Capital Trust. |
NOTICE IS HEREBY GIVEN that a General Meeting of ProVen VCT plc will be held at 39 Earlham Street, London, WC2H 9LT at 11 am on 26 January 2012 to consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions as to resolutions (1) to (4) and as special resolutions as to resolutions (5) to (7):
By order of the Board
Secretary
Registered Office:
39 Earlham Street London WC2H 9LT
Information regarding the General Meeting, including the information required by section 311A of the Act, is available from www.provenvcts.co.uk.
In either case the revocation notice must be received by Downing Management Services Limited before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note (d) directly below, the proxy appointment will remain valid.
minutes prior to and during the meeting.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) not less than 48 hours (excluding weekends and public holidays) before the time of the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
For use at the General Meeting of the above-named Company to be held on 26 January 2012, at 39 Earlham Street, London, WC2H 9LT at 11 am.
I/ We* …………………………………………………………………………………………………………... (in BLOCK CAPITALS please)
of ……………………………………………………………………………………………………………….
being the holder(s) of Ordinary shares of 5p/C shares of 25p/D shares of 1p each in the above-named Company, hereby appoint the Chairman of the General Meeting (see note 2)
or ……………………………………………………………………………………………………………….
of ……………………………………………………………………………………………………………….
as my/our* proxy to attend for me/us* on my/our* behalf at the General Meeting of the Company to be held at 39 Earlham Street, London, WC2H 9LT at 11 am on·26 January 2012 or at any adjournment thereof.
Number of Ordinary, C and D Shares the proxy is appointed over…………………………
Please also tick here if you are appointing more than one proxy
I/ We* desire to vote on the resolutions as indicated in the appropriate column below. Please indicate with an "X" how you wish your vote to be cast.
Details of the resolutions are set out in the Notice of the General Meeting.
| FOR | AGAINST | WITHHELD | ||
|---|---|---|---|---|
| ORDINARY RESOLUTIONS | ||||
| 1. To adopt the Dividend Reinvestment Scheme 2. To authorise the directors to allot ordinary shares pursuant to Section 551 of the Companies Act 2006 in connection with the Dividend Reinvestment Scheme |
||||
| 3. To approve the New Performance Incentive Fee | ||||
| 4. | To approve the Commission | |||
| SPECIAL RESOLUTIONS | ||||
| 5. | To approve the Tender Offer | |||
| 6. To disapply Section 561(1) of the Companies Act 2006 in respect of the allotment of shares pursuant to the Dividend Reinvestment Scheme |
||||
| 7. To amend article 151(1) of the Company's articles of association with respect to the allotment of shares pursuant to the Dividend Reinvestment Scheme |
||||
Dated this ………………… day of …………………………………………………………..……2011*
Signature(s) …………………………………………../………………………………………………………..
Notes:
In either case the revocation notice must be received by Downing Management Services Limited before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 9 below, the proxy appointment will remain valid.
* Delete as appropriate
Tender Offer for the Company to purchase up to 5,478,568 of its Ordinary Shares at the net asset value per Ordinary Share at 30 November 2011, to be announced on a regulated information service on or before 16 January 2012, less the amount of the Interim Dividend of 6.25p per Share to be paid on 2 February 2012 to Shareholders (including those participating in the Tender Offer) who are on the register on 6 January 2012 and the related performance incentive payment, on the terms of the circular "ProVen VCT Plc - Proposals relating to (i) a Tender Offer for the Company to purchase up to 5,478,568 of its Ordinary Shares at net asset value and (ii) the adoption of a dividend reinvestment scheme" dated 8 December 2011 (the "Circular").
This Tender Form should be read together with the Circular of which it forms part. The definitions used in the Circular apply in this Tender Form.
| I,………………………………………………………………………………………………………………… [full name in block capitals] |
|---|
| of……………………………………………………………………………………………………………… |
| ………………………………………………………………………………………………………………… [address in block capitals] |
| Daytime Telephone Number (inc. STD Code): |
| National Insurance Number |
| was a holder of Ordinary Shares on the Record Date and hereby wish to sell Ordinary Shares in Proven VCT plc pursuant to the Tender Offer. |
I have attached the share certificate relating to the Ordinary Shares I wish to sell / a completed letter of indemnity relating to a lost share certificate (delete as appropriate).
I understand that the proceeds from any shares sold will not be returned to me but will be invested in new Ordinary Shares in the tax year 2011/12 under the offer for new Ordinary Shares set out in a prospectus dated 8 December 2011 issued by Proven VCT plc (the "Prospectus"). I have received a copy of the Prospectus and agree to be bound by the Terms and Conditions of Application therein.
| Signed and delivered as a deed by: | |
|---|---|
| Signature | ………………………………………………………………… |
| …………… Date |
|
| in the presence of: | |
| Signature of Witness: | ……………………………………… |
| Name of Witness: | ……………………………………… |
| [full name in block capitals] | |
| Address of Witness: | ……………………………………… |
| [in block capitals] | |
| ………………………………………………. | |
| Occupation of Witness: ……………………………… |
[in block capitals]
Note: CREST sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able to take the necessary action specified below. CREST members who wish to tender all or any of their Ordinary Shares for purchase by the Company should refer to the CREST Manual for further information on the CREST procedures referred to in this Circular.
Statement of Entitlement will be sent to a Participating Shareholder separately, detailing the following:- (i) the total dividend payable; (ii) the subscription price per Share; (iii) the number of Shares allotted to a Participating Shareholder; (iv) the residual cash balance (if any) representing an entitlement to a fraction of a Share to be carried forward to the next dividend; and (v) the cash equivalent of the Shares issued, together with any such other information as shall be required under the Listing Rules of the UK Listing Authority.
In the event that Admission does not become effective, Mandate Forms will be disregarded in respect of the dividend and the full cash dividend will be paid as soon as possible in the usual way.
particular class in the Company, he or she shall be deemed to have served such a notice in respect of his or her participation in the Scheme in respect of that class of Shares.
No person receiving a copy of the Circular and/or Mandate Form in any territory other than the United Kingdom may treat it as constituting an invitation to him unless in the relevant territory such an invitation could lawfully be made to him without complying with any registration or other legal requirements. It is the responsibility of the Shareholder outside the United Kingdom wishing to elect to receive Shares to satisfy himself as to the full observance of the laws of the relevant territory in connection with the offer, including obtaining any governmental or other consents which may be necessary and observing any other formalities requiring to be observed in such territory.
Shareholders in any doubt about their tax position should consult their independent adviser.
If you wish to participate in the Dividend Reinvestment Scheme (the "Scheme") in respect of your holding(s) of Shares, please sign and return this form to Beringea LLP, 39 Earlham Street, London, WC2H 9LT no later than 20 Business Days before the payment of a dividend by the Company. However, If you are an Ordinary Shareholder and you want to reinvest the Interim Dividend under the Scheme, your completed Mandate Form must be received by Beringea by 5 January 2012. All enquiries concerning this form should be made to Beringea LLP (Telephone: 0207 845 7820).
If you wish to participate in the Dividend Reinvestment Scheme you will have to do so for all the Shares in the Company you own, of whatever share class.
If you decide to participate in the Scheme you will be deemed to have agreed that any mandate which you have given for the payment of cash dividends directly to your Bank or Building Society account shall be suspended for so long as you remain a participant in the Scheme.
If this form is not completed to the satisfaction of the Scheme Administrator it will not be processed and will be returned to you for completion.
I, the undersigned, confirm that I have read and understood the terms and conditions of the Scheme and that I wish to participate in that Scheme for each future dividend paid on each class of Shares to which the Scheme is applied. I agree that future dividends paid on each class of Shares to which the Scheme is applied will be reinvested in Shares of that class. Signature(s) of Shareholder(s)
Signature Date
| Signature | Date |
|---|---|
| Signature | Date |
| Signature | Date |
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