Registration Form • Oct 22, 2013
Registration Form
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Registration Document
ProVen VCT plc
| Page No. | |
|---|---|
| Risk Factors | 2 |
| Part 1 – The Manager and the Board | 5 |
| Part 2 – The Manager | 10 |
| Part 3 –Investment Policy | 12 |
| Part 4 – Financial Information on the Company | 15 |
| Part 5 – Portfolio Information | 19 |
| Part 6 – Material Contracts | 21 |
| Part 7 –Other Information Relating to the Company | 24 |
| Definitions | 32 |
As a prospective Investor there are a number of risk factors which you should be aware of before investing in the New Ordinary Shares. Prospective Investors should read the whole of the Prospectus and not rely solely on the information in the section entitled "Risk Factors". The business and financial condition of the Company could be adversely affected if any of the following risks were to occur and as a result the trading price of the New Ordinary Shares could decline and Investors could lose part or all of their investment.
The Directors consider the following risks to be material for potential Investors, but the risks listed below do not necessarily comprise all those associated with an investment in the Company and are not set out in order of priority. Additional risks and uncertainties currently unknown to the Company (such as changes in legal, regulatory or tax requirements), or which the Company currently believes are immaterial, may also have a materially adverse effect on its financial condition or prospects or the trading price of the New Ordinary Shares.
The Directors draw the attention of potential Investors to the following risk factors which may affect the Company's performance and/or the availability of tax reliefs:
250 full time (or equivalent) employees at the time of investment. The Company may invest in businesses which are considerably smaller than the maximum size allowed by the VCT legislation. They may also have a short trading history. Investment in small unquoted companies involves substantially higher risk than investing in larger, longer established businesses such as those listed on the main market of the London Stock Exchange. In particular, small companies often have limited product lines, markets and/or financial resources and may be dependent for their management on a smaller number of key individuals.
The Company is managed by Beringea, an award winning, specialist venture capital firm which manages more than £100 million of VCT assets. Beringea has over 25 years experience of managing investments in unquoted companies and has managed the Company since it was launched in 2000. Beringea is part of an international fund management group which manages more than \$500 million of venture capital assets Further details of the investment management arrangements between Beringea and the Company are set out in Part 6.
The investment management team comprises the following seven executives, who have more than 60 years combined experience of making venture capital investments. They are:
Malcolm is a founding partner of Beringea LLC. Over the last 25 years he has been responsible for the growth, development and management of the private equity business of Beringea in both the UK and the USA. In addition to sitting on the boards of ProVen VCT, ProVen Growth & Income VCT and ProVen Planned Exit VCT, he sits on the investment committees of the Beringea Group's four other venture capital funds (InvestCare Partners, The Global Rights Fund II, Invest Michigan Growth Capital Fund and Invest Michigan Growth Capital Fund 2). Malcolm has a BA and an MBA.
Stuart is Managing Partner of Beringea and has 25 years of private equity investment experience. Prior to joining Beringea, Stuart was a senior director with LDC (the private equity arm of the Lloyds Banking Group) 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.
Trevor is Chief Investment Officer for Beringea. He has over fifteen years experience of investing in unquoted companies, during which he has made over 45 investments. Trevor started his career in unquoted investing with 3i plc, for which 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 VCTs managed by the Manager, including ProVen VCT. Previously, he was Associate Director at SmithKline Beecham and also worked at the American consulting firm, ZS Associates. Stéphane has an MBA from INSEAD.
Rob joined Beringea as an Investment Manager in 2013. He has five years of experience in finance, including two years in social venture capital at Venturesome and a six month secondment in the Social Investment Team at the Cabinet Office. He started his career at NM Rothschild with M&A experience in the energy, leisure and property sectors. Rob has an MA from Cambridge University and an MBA from INSEAD.
Harry is an Analyst and is responsible for sourcing and researching potential investments and producing financial models for both the equity‐based and debt‐based UK investment teams. His previous experience includes working in real estate, for two start‐ups and on a parliamentary campaign. Harry graduated from St Andrew's University with a degree in history.
The Company has agreed long‐term performance incentive arrangements with the Manager, which are designed to enable it to attract and retain talented investment managers, by rewarding them for delivering outstanding investment performance. More details of the performance incentive arrangements are given on pages 10 and 11.
The Directors have overall responsibility for the Company's affairs, including monitoring the performance of the Manager and ensuring that the VCT status of the Company is maintained.
The Directors, all of whom are non‐executive, have experience of corporate governance of listed companies. A majority of the Directors is independent of the Manager.
Andrew has over 30 years experience of the financial services industry. He was formerly Managing Director of NatWest Ventures, which specialised in venture capital investments, and is a former council member of the British Venture Capital Association. He has been a director of a number of quoted and unquoted companies.
Barry has over 25 years experience in the venture capital industry, including 14 years as Managing Director of Dresdner Kleinwort Benson Private Equity Limited, a longstanding "mid‐market" private equity fund manager. He is currently a director of Downing Absolute Income VCT 2 plc and Elderstreet VCT plc. He also acts as an adviser to an Italian private equity fund management business.
Lorna is an executive director and Head of the Media Sector at Numis Securities Limited. Lorna has been a top‐ranked media analyst by Institutional Investor and Thomson Reuters Extel from 1987 to 2012. She was previously a director at SG Warburg and West LB Panmure. Lorna is a non‐executive director of Jupiter Primadona Growth Trust.
Malcolm is a founding partner of Beringea LLC. In addition to sitting on the boards of ProVen VCT, ProVen Growth & Income VCT and ProVen Planned Exit VCT, he sits on the investment committees of the Beringea Group's other venture capital funds (Invest Michigan Growth Capital Fund and Invest Michigan Growth Capital Fund 2).
The Board is responsible for the overall control and management of the Company with responsibility for its affairs, including determining its investment policy. However, investment proposals will be originated by Beringea and formally approved by its investment committee.
The Board will meet regularly throughout the year (normally at least quarterly), and all necessary information will be supplied to the Directors on a timely basis to enable them to discharge their duties effectively. Additionally, special meetings will take place or other arrangements made when Board decisions are required in advance of regular meetings.
The provisions of the UK Corporate Governance Code have been complied with for the last financial year and up to the date of this document save that (i) new directors do not receive a full, formal and tailored induction on joining the Board (however such matters are addressed on an individual basis as they arise), (ii) shareholders are not given the opportunity to meet any new non‐executive directors at a specific meeting other than the annual general meeting (since the Company does not have major shareholders), (iii) the non‐ executive directors do not have service contracts, but consultancy agreements instead (whereas the UK Corporate Governance Code recommends fixed term renewable service contracts) and (iv) the Company has not appointed a formal nomination committee (as the Company considers itself to be small and comprises wholly non‐executive directors). Appointments of new directors of the Company are dealt with by the full Board which has specific terms of reference in order to fulfil its duties with respect to matters relating to remuneration.
The Company has an Audit Committee, comprising Barry Dean, as Chairman, Andrew Davison and Lorna Tilbian. The committee is expected to meet not less than twice a year and has defined terms of reference and duties. The Company's auditors and other individuals may be invited to attend meetings of the audit committee. The committee has responsibility for, among other things, planning and reviewing the Company's annual and half year financial statements, making recommendations as to the appointment, re‐ appointment and removal of, and overseeing the relationship with, its auditors, keeping under review the Company's internal controls and risk management systems, and considering matters of corporate governance. The audit committee also oversees the Company's compliance with legal requirements, accounting standards, financial and regulatory reporting requirements, the Listing Rules and the Disclosure and Transparency Rules and ensures that effective systems for internal financial control and for reporting non‐financial operating data are maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and half year reports of the Company will remain with its Board.
The Company has a Remuneration Committee, comprising all of its Directors, with Andrew Davison as Chairman. It is expected to meet at least once a year. Professional advisers and other persons with relevant experience may be invited to attend meetings of this committee. The committee has responsibility for determining, within agreed terms of reference, the Company's policy on the remuneration of its Directors. Under such terms of reference the committee will have the power to review the remuneration payable to its Directors, the terms of service agreements of such Directors and the terms of their severance arrangements. The committee will also be responsible for establishing the criteria for granting and exercising options under any employee share option scheme, reviewing Directors' benefits, including pensions, and setting the level of compensation payments following the departure of a Director. The committee gives full consideration to the UK Corporate Governance Code.
The Directors are currently, or have been within the last five years, members of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below.
Andrew Davison
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| Frank Bruce & Company Limited | The Ethical AIM plc (dissolved) |
| A.M.B. Investments Limited | ProVen Growth and Income VCT plc |
| Ludgate Twenty Three Limited | Pennine AIM VCT 5 plc |
| Pennine Downing AIM VCT 2 plc | ||
|---|---|---|
| City of London Investment Group plc | ||
| Barry Dean | |
|---|---|
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
| Elderstreet VCT plc | KBDC ExecCo Limited (dissolved) |
| ProVen VCT plc | Henderson Private Equity Investment Trust plc |
| Downing Absolute Income VCT 2 plc | |
| St James LP | |
| St James II LP |
Malcolm Moss
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| Global Rights Development Limited | Lazurite Limited |
| ProVen Holdings Limited | Angelina Ballerina Limited |
| ProVen Acquisition Limited | Cravenstreet Limited |
| Beringea LLP | |
| Beringea Limited | |
| ProVen Private Equity Limited | |
| GRF II Special Partner (GP) Limited | |
| ProVen VCT plc | |
| ProVen Growth and Income VCT plc | |
| Overtis Group Limited (in administration) | |
| ProVen Planned Exit VCT plc | |
| Campden Media Limited | |
| Donatantonio Group Limited | |
| Vigilant Applications Limited | |
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| ProVen VCT plc | |
| Jupiter Primadona Growth Trust plc | |
| Numis Securities Limited | |
| Pitchcroft Limited | |
| Pitchwell Limited | |
| Numis Corporation plc | |
None of the Directors have any convictions in relation to fraudulent offences during the previous five years.
Malcolm Moss is a non‐executive director of Overtis Limited, which appointed administrators on 31 May 2012 with a shortfall owing to creditors of £498,952.
Save in respect of The Ethical AIM plc which, prior to being dissolved, was in liquidation, there were no bankruptcies, receiverships or liquidations of any companies or partnerships where any of the Directors were acting as (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability, in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years or (iv) a senior manager, during the previous five years.
There have been no official public incriminations of and/or sanctions on any Director by statutory or regulatory authorities (including designated professional bodies) and no Director has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company, during the previous five years.
The Company has a target of paying dividends each year which will equate to a yield of approximately 5% of net asset value. The board believes that this target is consistent with the NAV remaining broadly stable over time, although this will depend on the returns achieved by the Company's investments and cannot be guaranteed. The Company may pay a special dividend in addition to the target 5% yield, in the event of there being a realisation or series of realisations from the portfolio which results in an exceptionally large gain. Dividend payments will, however, depend on the amount and timing of profits realised from the sale of investments, which cannot be guaranteed. There is no certainty that any dividends will be paid. The average annual dividend yield from the Company over the past five financial years to 28 February 2013 has been 7.3% of NAV, although this is not a guide to the future level of dividend payments.
Beringea is the Company's fund manager and is a limited liability partnership incorporated and registered in England and Wales under number OC342919 pursuant to the Limited Liability Partnership Act 2000. Its telephone number is 020 7845 7820. The registered office and principal place of business of Beringea is 39 Earlham Street, London WC2H 9LT. Beringea is authorised and regulated by the Financial Services Act (under number 496358). The principal legislation under which Beringea operates is the Limited Liability Partnership Act 2000 and the applicable provisions of the 2006 Act (and regulations made thereunder). Beringea is owned by Beringea LLC which is a US limited liability company.
Under the terms of its investment management agreement, the Manager is entitled to receive an annual management fee equal to 2% of net assets, payable quarterly, and a performance incentive fee, which is outlined in more detail below.
In line with normal VCT practice, the Manager is entitled to receive a performance related incentive fee in relation to the Ordinary Shares in order to align the interests of the Manager as closely as possible with those of the Investors and to encourage and reward exceptional investment performance. The performance related incentive fee structure is designed to encourage significant payments to Investors by means of tax‐free dividends, as well as capital growth.
The Manager is entitled to receive a performance incentive fee in relation to the Ordinary Shares if, at the end of a financial year, the New Performance Value exceeds the greater of (i) 117.2p per Ordinary Share and (ii) 92.9p per Ordinary Share increased from 31 August 2011 by, approximately, the Base Rate + 1% per annum, (the "Hurdle"). In this event the performance incentive fee will be equal to 20% of the amount by which the New Performance Value exceeds 92.9p per Ordinary Share 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 (which shall not include, for the avoidance of doubt, Residual PIF).
If 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 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 to Beringea in relation to a financial year does not exceed 20% of Cumulative Dividends per Ordinary Share paid in relation to those financial years and (ii) the Total Return per Ordinary Share is at least equal to the Hurdle.
As at the date of this document, the Performance Value was 103.4p, comprising an NAV of 98.4p and Cumulative Dividends of 5.0p.
In consideration of its performance in managing the Original Ordinary Share Portfolio, the Manager will also be entitled to receive 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. This performance incentive fee will be equal to 20% of the aggregate profit realised on the sale of Espresso Group Limited and Think Limited (including any dividends received by the Company from such investee companies at any time), subject to a maximum fee of £673,000 (being 20% of the aggregate unrealised profit on these investments as at 31 August 2011).
All fees paid under the performance incentive arrangements will be inclusive of VAT, if applicable.
There was no performance fee payable to Beringea by the Company in respect of the financial year ended 28 February 2013.
The Company's investment objective is to achieve long term returns greater than those available from investing in a portfolio of quoted companies, by investing in
within the conditions imposed on all VCTs, and to minimise the risk of each investment and the portfolio as a whole.
The Company's investment policy covers several areas as follows:
The Company seeks to make investments in VCT qualifying companies with the following characteristics:
The Company invests in companies at various stages of development, including those requiring capital for expansion and management buy‐outs, but not in start‐ups. Investments are spread across a range of different sectors.
Funds not invested in qualifying investments will be held in cash, liquidity funds, fixed interest securities of A‐ rating or better, investments originated in line with the Company's qualifying VCT policy but which do not qualify under the VCT rules for technical reasons and debt and debt‐related securities in growth companies.
In continuing to maintain its VCT status, the Company complies with a number of regulations as set out in Part 6 of the Income Tax 2007. How the main regulations apply to the Company is summarised as follows:
It is not the Company's intention to have any borrowings. The Company does, however, have the ability to borrow a maximum amount which is equal to the nominal capital of the Company and its distributable and undistributable reserves, currently equal to £46.85 million. There are no plans to utilise this facility at the current time.
The Directors do not intend to vary the Company's investment policy, which will be adhered to for at least three years following the Offer. However, should a change in the investment policy (including the conditions above) be deemed appropriate this will be done with Shareholders' approval and in accordance with the Listing Rules.
Over the three years following the Offer, a proportion of the funds raised will be progressively invested in Qualifying Investments with the objective that ultimately approximately 75% of the Company's assets will be invested in Qualifying Investments. Initially, whilst suitable Qualifying Investments are being identified, the funds will be invested in a portfolio of non‐Qualifying Investments including cash deposits, money market funds, fixed interest securities, secured loans, debt and debt related securities in growth companies (directly or indirectly) and non‐Qualifying venture capital investments. Progressively, this portfolio will be realised in order to fund investments in Qualifying Investments. Following the initial three year investment period the maximum exposure of the Ordinary Share portfolio to Qualifying Investments will be 80%. The remaining portion of the Ordinary Share portfolio will be retained in non‐Qualifying Investments to fund the annual running costs of the Company, to reduce the risk profile of the overall portfolio and to fund any further investments in its investee companies.
It is expected that after investing 75% of its assets in Qualifying Investments, the Ordinary Share portfolio will have at least 35 investments (assuming full subscription) to provide diversification and risk protection. Under current VCT legislation a Qualifying Company's gross assets may not exceed £15 million, and it must have fewer than 250 employees, prior to investment. No single investment will represent more than 15% of the Company's investments at the time the investment is made
With many years experience of managing the risks involved in investing in unquoted companies, Beringea has implemented a number of measures designed to reduce risk as much as possible, given the investment strategy. Key risk management features include:
Stage of investment The Company will only invest in established companies, with proven business models, normally to provide capital for expansion ;
Rigorous investment process Beringea has established rigorous procedures for reviewing and approving potential investments, as described above, aimed at ensuring a high standard of investment decision‐making;
Audited statutory accounts of the Company for the years ended 28 February 2011, 29 February 2012 and 28 February 2013, in respect of which the Company's auditors, Deloitte & Touche LLP, registered auditor of Stonecutter Court, 1 Stonecutter Street, London EC4A 4TR in respect of the year ended 28 February 2011 and in respect of the years ended 29 February 2012 and 28 February 2013, PKF (UK) LLP, registered auditor of Farringdon Place, 20 Farringdon Road, London EC1M 3AP, both members of the Institute of Chartered Accountants in England and Wales, made unqualified reports under section 495 of the 2006 Act, have been delivered to the Registrar of Companies and such reports did not contain any statements under section 498(2) or (3) of the 2006 Act. Copies of these audited statutory accounts are available at 39 Earlham Street, London WC2H 9LT.
Unaudited interim accounts of the Company for the six months ended 31 August 2011 and the six months ended 31 August 2012 are available at 39 Earlham Street, London WC2H 9LT. These interim accounts have not been audited or reviewed by the Companies' auditors.
These financial statements are prepared under UK Generally Accepted Accounting Practice (UK GAAP) and also contain a description of the Company's financial condition, changes in financial condition and results of operations for each of the above financial years.
Historical financial information relating to the Company on the matters referred to below is included in the published annual report and audited statutory accounts for the periods ending 28 February 2011, 29 February 2012 and 28 February 2013, and in the unaudited interim accounts for the six months to 31 August 2011 and the six months to 31 August 2012 of the Company, and which is incorporated by reference into this document.
Historical financial information relating to the Company on the matters referred to below is included in the published annual report and audited statutory accounts for the periods ending 28 February 2011, 29 February 2012 and 28 February 2013, and in the unaudited interim accounts for the six months to 31 August 2012 and the six months to 31 August 2013 of the Company, and which is incorporated by reference into this document, as follows:
| Audited Statutory Accounts for Year Ended 28 February 2011 |
Audited Statutory Accounts for Year Ended 29 February 2012 |
Unaudited Interim Reports for 6 Months Ended 31 August 2012 |
Audited Statutory Accounts for Year Ended 28 February 2013 |
Unaudited Interim Reports for 6 Months Ended 31 August 2013 |
|
|---|---|---|---|---|---|
| Nature of Information | Page No. | Page No. | Page No. | Page No. | Page No. |
| Company information | 62 | 70 | 30 | 59 | 18 |
| Financial highlights | 2 | 4 | 3 | 4 | 2 |
| Chairman's statement | 3 | 6 | 4 | 5 | 3 |
|---|---|---|---|---|---|
| Investment manager's report | 6 | 10 | 7 | 9 | 6 |
| Investment portfolio | 9 | 14 | 19 | 12 | 11 |
| Review of investments | 9 | 14 | n/a | 14 | n/a |
| Summary of investment movements |
8 | 13 | 22 | 11 | 12 |
| Report of the Directors | 24 | 32 | n/a | 21 | n/a |
| Directors' remuneration report | 36 | 44 | n/a | 33 | n/a |
| Corporate Governance | 32 | 40 | n/a | 29 | n/a |
| Independent Auditors' report | 39 | 47 | n/a | 35 | n/a |
| Income statement | 41 | 49 | 13 | 37 | 9 |
| Reconciliation of movements | 43 | 51 | 16 | 38 | 9 |
| Balance sheet | 44 | 52 | 9 | 39 | 8 |
| Cash flow statement | 45 | 53 | 17 | 40 | 10 |
| Notes to accounts/financial statements |
46 | 54 | 23 | 41 | 13 |
ProVen VCT Ordinary Share Fund
| 28 February 2011 |
29 February 2012 |
31 August 2012 |
28 February 2013* |
31 August 2013* |
|
|---|---|---|---|---|---|
| (Audited) | (Audited) | (Unaudited) | (Audited) | (Unaudited) | |
| Total net assets £000's | 15,378 | 16,711 | 26,598 | 47,807 | 46,854 |
| Changes in net assets £000's | 2,449 | 1,333 | 9,887 | 31,096 | 953 |
| Net asset value per share (pence) |
61.0p | 49.4p | 50.8p | 103.3p | 98.4p |
| Dividends paid/proposed for the year/period |
8p/6.25p | 12.5p/‐ | ‐/‐ | ‐/5p | 5p/2.5p |
| 28 February 2011 |
29 February 2012 |
31 August 2012 |
28 February 2013* |
31 August 2013* |
|
|---|---|---|---|---|---|
| (Audited) | (Audited) | (Unaudited) | (Audited) | (Unaudited) | |
| Total net assets £000's | 11,142 | 12,594 | 11,882 | n/a | n/a |
| Changes in net assets £000's | 146 | 1,452 | (712) | n/a | n/a |
| Net asset value per share (pence) |
76.8p | 87.4p | 93.6p | n/a | n/a |
| Dividends paid/proposed for the year/period |
1p/‐ | ‐/‐ | ‐/‐ | n/a | n/a |
ProVen VCT D Share Fund
| 28 February 2011 |
29 February 2012 |
31 August 2012 |
28 February 2013* |
31 August 2013* |
|
|---|---|---|---|---|---|
| (Audited) | (Audited) | (Unaudited) | (Audited) | (Unaudited) | |
| Total net assets £000's | 7,446 | 7,129 | 7,289 | n/a | n/a |
| Changes in net assets £000's | 2,349 | (317) | 160 | n/a | n/a |
| Net asset value per share (pence) |
90.0p | 86.4p | 88.6p | n/a | n/a |
| Dividends paid/proposed for the year/period |
‐/‐ | ‐/‐ | ‐/‐ | n/a | n/a |
* The Company's C Shares and D Shares were converted to Ordinary Shares on 30 October 2012. Immediately prior to the conversions, the Ordinary Shares were consolidated such that holders of Ordinary Shares received one new Ordinary Share for every two original Ordinary Shares. Under the conversions, holders of C Shares received approximately 0.9213 new Ordinary Shares for each C Share held previously and holders of D Shares received approximately 0.8720 new Ordinary Shares for each D Share held previously
A description of the changes in the performance of the Company, both capital and revenue, and changes to the Company's portfolio of investments:
is set out in the sections headed "Chairman's statement", "Investment portfolio" and "Investment manager's report" in the audited statutory accounts for the periods ending 28 February 2011, 29 February 2012 and 28 February 2013 and the unaudited interim accounts of the Company for the six months ended 31 August 2012 and 31 August 2013 as follows:
| Audited Statutory Accounts for Year Ended 28 February 2011 |
Audited Statutory Accounts for Year Ended 29 February 2012 |
Unaudited Interim Reports for 6 Months Ended 31 August 2011 |
Audited Statutory Accounts for Year Ended 28 February 2013 |
Unaudited Interim Reports for 6 Months Ended 31 August 2012 |
|
|---|---|---|---|---|---|
| Nature of Information | Page No. | Page No. | Page No. | Page No. | Page No. |
| Chairman's statement | 3 | 6 | 4 | 5 | 3 |
| Investment portfolio | 9 | 14 | 19 | 12 | 11 |
| Investment manager's report | 6 | 10 | 7 | 9 | 6 |
Since 31 August 2013 (being the end of the last financial period of the Company for which unaudited financial information has been published), there have been no other significant changes in the financial or trading position of the Company.
The audited statutory accounts for the years ended 28 February 2011, 29 February 2012 and 28 February 2013 and the unaudited interim accounts for the six months to 31 August 2011 and to 31 August 2012 are being incorporated by reference, as set out above. Where these documents make reference to other documents, such other documents, together with those pages of the annual and interim accounts that are not referred to above, are not relevant to Investors and are not incorporated into and do not form part of this document.
As at 31 August 2013, the unaudited NAV per Ordinary Share was 98.4p.
As at the date of this document, the Company has holdings in 28 companies. At 31 August 2013, the latest date for which valuations have been announced, these holdings had a cost of £20.9 million and a valuation of £24.6 million. In addition, the Company holds assets included cash and liquidity funds of £22.4 million.
The list of active current investments (unaudited) is set out in the table below and constitutes a comprehensive and meaningful analysis of the Company's portfolio as at the date of this document. The valuations are as at 31 August 2013, the latest date for which valuations have been announced, for investments in the portfolio at that date. Additions to the portfolio after 31 August 2013 are valued at cost. All the companies listed below have their headquarters in the United Kingdom.
| Portfolio (by value) | Cost £'000 | Valuation £'000 | % of portfolio by value |
Debt/Shares |
|---|---|---|---|---|
| Espresso Group Limited | 1,317 | 3,414 | 7.3% | Shares |
| Supplier of on‐line digital educational content for schools | ||||
| Think Limited | 1,606 | 2,954 | 6.3% | Debt and Shares |
| Digital Media Agency | ||||
| SPC International Limited | 2,021 | 2,582 | 5.5% | Debt and Shares |
| Provider of repair and refurbishment services for electronic equipment | ||||
| Monica Vinader Limited | 1,447 | 2,177 | 4.6% | Shares |
| High end jewllery brand | ||||
| Donatantonio Limited | 1,396 | 2,128 | 4.5% | Debt and Shares |
| Importer and distributor of Mediterranean food ingredients | ||||
| BlisMedia Limited | 482 | 1,308 | 2.8% | Debt and Shares |
| Mobile marketing specialist | ||||
| Utility Exchange Online Limited | 1,110 | 1,110 | 2.4% | Debt and Shares |
| Provision of utility price comparison services for SMEs | ||||
| Chess Technologies Limited | 600 | 1,037 | 2.2% | Debt and Shares |
| Manufacturer of electro‐optical devices | ||||
| Charterhouse Leisure Limited | 700 | 960 | 2.0% | Debt and Shares |
| Operator of a chain of casual dining restaurants | ||||
| Cognolink Limited | 949 | 949 | 2.0% | Shares |
| Provider of expert network services to professional investors | ||||
| Eagle Rock Entertainment Group Limited | 1,225 | 934 | 2.0% | Debt and Shares |
| Producer, publisher and distributor of music programming for TV,DVD and digital media |
||||
| Campden Media Limited | 642 | 711 | 1.5% | Debt and Shares |
| Magazine publisher and conference organiser | ||||
| APM Healthcare Limited | 500 | 643 | 1.4% | Debt and Shares |
| An aggregator of pharmacies | ||||
| MatsSoft Limited | 1,010 | 546 | 1.2% | Debt and Shares |
| Business process management software | ||||
| Pilat Media Group plc | 173 | 510 | 1.1% | Shares |
| Supplier of Business management software to broadcasters |
| Other venture capital investments | 6,015 | 2,946 | 6.3% |
|---|---|---|---|
| Total venture capital investments | 21,193 | 24,909 | 53.0% |
| Liquidity fund investments | ‐ | 0.0% | |
| Cash at bank and in hand | 22,105 | 47.0% | |
| 47,014 | 100.0% |
Since 31 August 2013, the latest date for which valuations have been announced, the Company has made the following investments:
The information set out in this Part 5 has been extracted from the Company's unaudited half‐yearly accounts for the six months ended 31 August 2013.
The following is a summary of all contracts (not being contracts entered into in the ordinary course of business) to which the Company is a party for the two years preceding publication of this document which are or may be material and all other contracts (not being contracts entered into in the ordinary course of business) entered into by the Company which contain a provision or provisions under which the Company has an obligation or entitlement which is material to it as at the date of this document:
An investment management agreement (the "ProVen IMA") dated 9 February 2000 between ProVen VCT and the Manager, as amended by deeds of variation dated 31 May 2006, 14 November 2006, 19 November 2008, 19 November 2009, 8 December 2011, 8 November 2012 and 22 October 2013 under which the Manager has agreed to provide investment management services to the Company in respect of its investments. The ProVen IMA is terminable by either party at any time by one year's prior written notice. The ProVen IMA is subject to earlier termination in the event of, inter alia, a party committing a material breach of the ProVen IMA and or becoming insolvent, and by ProVen VCT if the Manager is guilty of fraud, wilful deceit or gross negligence or ceases to carry on business or materially fulfil its obligations under the ProVen IMA or the Directors resolve that it is desirable to terminate the ProVen IMA to preserve the status of ProVen VCT as a venture capital trust.
The Manager will receive a fee equal to 2 per cent. per annum of the net assets of the Company (exclusive of VAT) and, assuming certain conditions are satisfied, will be entitled to receive a further incentive fee (inclusive of VAT) as set out below.
The Manager is entitled to receive the performance fee set out on pages 10 and 11.
The annual running costs of ProVen VCT are capped at 3.25 per cent. of its net assets, any excess will either be paid by the Manager or refunded by way of a reduction to its fees.
For the three financial periods ended 28 February 2011, 29 February 2012 and 28 February 2013, ProVen VCT paid £640,000, £704,000 and £920,000 respectively (including VAT) to the Manager for its investment services to ProVen VCT under the ProVen IMA. Fees of £491,000 (including VAT) have been paid to date to the Manager for the period ending 29 February 2014.
An administration and advisory agreement (the "ProVen Administration Agreement") dated 31 May 2006 as amended by deeds of variation dated 19 November 2008 and 19 November 2009 and as novated by DMS to Downing pursuant to a deed of novation dated 27 September 2011, whereby Downing provides certain administration services, financial advisory services and services in connection with share repurchases to ProVen VCT, for an annual fee of £43,000 (plus VAT and increases in the Retail Prices Index). The ProVen Administration Agreement is terminable by either party at any time by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, the other becoming insolvent or committing a material breach of the ProVen Administration Agreement and, by ProVen VCT if, inter alia, it ceases to be a VCT for tax purposes, or if Downing is materially unable to carry out its obligations. The ProVen Administration Agreement contains provisions whereby ProVen VCT indemnifies Downing against any certain liabilities arising in respect of their appointment.
Pursuant to the deed of variation dated 19 November 2008, the ProVen Administration Agreement was amended so as to increase the annual fees payable to Downing by an amount equal to 0.1% of the gross proceeds of the First D Share Linked Offer (plus VAT and increases in the Retail Prices Index), subject to a minimum amount of £5,000 (plus VAT and increases in the Retail Prices Index), in relation to the financial years of the Company starting on 1 March 2009.
Pursuant to the deed of variation dated 19 November 2009 the ProVen Administration Agreement was amended so that the annual fees mentioned in the paragraph above were also to include the gross proceeds of the Further D Share offer.
For the financial periods ending 28 February 2011, 29 February 2012 and 28 February 2013, ProVen VCT paid £57,000, £61,000 and £52,000 respectively (including VAT) to DMS, and, subsequent to the novation of the ProVen Administration Agreement, to Downing, for its administration and advisory services. Fees of £29,938 (including VAT) have been paid to date to Downing for the period ending 28 February 2014.
A deed dated 31 May 2006 between ProVen VCT, the Manager and DCF (the "Downing Deed"), as varied and as novated by DCF to Downing pursuant to a deed dated 13 April 2012 whereby ProVen VCT agreed to pay Downing a proportion of the performance incentive fee which relates to Beringea's performance of its services pursuant to the ProVen IMA.
For the financial period ending 29 February 2012 ProVen VCT paid £52,336 (including VAT) to DCF and £nil was paid to Downing for the financial period ending 29 February 2013, under the Downing Deed. £Nil has been paid to date to Downing for the period ending 28 February 2014.
Letters of appointment between ProVen VCT and each of its Directors, dated 9 February 2000 in the case of Andrew Davison, 10 May 2006 in the case of Barry Dean, 1 October 2008 in the case of Malcolm Moss and 24 September 2013 in the case of Lorna Tilbian, under which each Director is required to devote such time to the affairs of ProVen VCT as the Board reasonably requires consistent with his role as a non‐ executive Director. The letters are terminable on 3 months notice either side. Other than these letters, none of the Directors has a service contract with the Company. Andrew Davison, Lorna Tilbian, Barry Dean and Malcolm Moss are entitled to receive £30,000, £22,500, £22,500 and £15,000 respectively. The total amount payable to the Directors for the year ended 28 February 2014 is £80,827. In the previous financial year Andrew Davison received £30,000, Barry Dean received £22,000 and Malcolm Moss received £15,000. No amount has been set aside or accrued by the Company to provide pension, retirement or similar benefits to any of the Directors. No benefits are provided for on termination.
A co‐investment agreement (the "Co‐investment Agreement") dated 17 October 2011, as amended by a deed of variation dated 22 June 2012, between ProVen VCT, PGI VCT, ProVen Health VCT plc and ProVen Planned Exit VCT under which the Company will co‐invest the funds raised under the 2011/2012 Offer and the 2012/2013 Offer alongside the other Share funds, Proven Growth & Income VCT, ProVen Planned Exit and, for healthcare investments, ProVen Health VCT, which are also managed by Beringea (the Company, Proven Growth & Income VCT, ProVen Planned Exit and ProVen Health VCT together the "Companies").
New investments which meet the Company's investment strategy will be offered first to the Company, ProVen Growth & Income VCT and ProVen Health VCT. These investments will generally be apportioned to the various share classes pro‐rata in the order in which they were raised until each pool has 75 per cent. of its total investments in VCT‐qualifying investments. Investments which meet the investment policy of Proven Planned Exit VCT will normally be offered first to Proven Planned Exit VCT. For each follow‐on investment, the amount to be invested will be offered first to the ProVen VCTs that already have an investment in the target company, pro‐rata to their existing investment.
An offer agreement (the "2011 HK Offer Agreement") dated 8 December 2011 between ProVen VCT
(1), the Directors (2), Howard Kennedy (3), Beringea (4) and Beringea LLC (5) whereby Howard Kennedy agreed to act as sponsor to the 2011/2012 and 2012/2013 Offer.
Under the 2011 HK Offer Agreement, which may be terminated by Howard Kennedy in certain circumstances of breach, the Company, the Directors and the Company gave certain limited warranties to Howard Kennedy. The Company has also agreed to indemnify Howard Kennedy in respect of its role as sponsor and in respect of certain losses arising under the 2011 HK Offer Agreement. The Manager's ultimate parent, Beringea LLC, guaranteed the Manager's liability under the 2011 HK Offer Agreement.
(ii) 2011 Beringea Offer Agreement
An offer agreement (the "2011 Beringea Offer Agreement") dated 8 December 2011 between ProVen VCT (1), the Directors (2), Beringea (3) and Beringea LLC (4) whereby Beringea agreed to use its reasonable endeavours to procure subscribers for ordinary shares under the 2011/2012 and 2012/2013 Offer. The Manager was entitled to receive 6.5% of the gross proceeds of the 2011/2012 and 2012/2013 Offer, out of which it has agreed to pay the costs of the Offer, including professional fees, marketing expenses and commission to authorised financial advisors. The Manager's ultimate parent, Beringea LLC, has guaranteed the Manager's liability under the 2011 Beringea Offer Agreement.
(i) 2013 HK Offer Agreement
An offer agreement (the "2013 HK Offer Agreement") dated 22 October 2013 between ProVen VCT (1), the Directors (2), Howard Kennedy (3), Beringea (4) and Beringea LLC (5) whereby Howard Kennedy agreed to act as sponsor to the Offer.
Under the 2013 HK Offer Agreement, which may be terminated by Howard Kennedy in certain circumstances of breach, the Company, the Directors and the Company gave certain limited warranties to Howard Kennedy. The Company has also agreed to indemnify Howard Kennedy in respect of its role as sponsor and in respect of certain losses arising under the 2013 HK Offer Agreement. The Manager's ultimate parent, Beringea LLC, guaranteed the Manager's liability under the 2013 HK Offer Agreement.
(ii) 2013 Beringea Offer Agreement
An offer agreement (the "2013 Beringea Offer Agreement") dated 22 October 2013 between ProVen VCT (1), the Directors (2), Beringea (3) and Beringea LLC (4) whereby Beringea agreed to use its reasonable endeavours to procure subscribers for ordinary shares under the Offer. The Manager was entitled to receive 2.5% (in the case of advised investors) and 5.5% (in the case of applications received directly or through execution only brokers) of the gross proceeds of the Offer, out of which it has agreed to pay the costs of the Offer, including professional fees, marketing expenses and commission to authorised financial advisors. The Manager's ultimate parent, Beringea LLC, has guaranteed the Manager's liability under the 2013 Beringea Offer Agreement.
2.1 The issued fully paid share capital of the Company as at the date of this document and as it is expected to be after the Offer has closed (assuming the Offer is fully subscribed and issue costs of 2.5% of gross funds raised) is as follows:
| Date of this document | Issued | |
|---|---|---|
| Ordinary Shares | Number 47,507,678 |
Amount £4,750,767.80 |
| After the Offer | Issued | |
| Number | Amount | |
| Ordinary Shares | 67,324,751 | 6,732,475.10 |
Page 24
| A Davison | 27,563 |
|---|---|
| B Dean | 19,532 |
| M. Moss | 2,760 |
| L Tilbian | ‐ |
3.1 The following resolutions of the Company were passed at its annual general meeting held on 30 July 2013:
(1) THAT, in addition to existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 ("CA 2006") to exercise all powers of the Company to allot and issue shares in the capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £2,500,000 (representing approximately 55% of the Ordinary Share capital is issue) provided that the authority conferred by this resolution shall expire on the conclusion of the next annual general meeting held after the passing of this resolution (unless renewed, varied or revoked by the Company in a general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry;
(2) THAT, the Directors be and are hereby empowered pursuant to Section 570(1) of the CA 2006 to allot or make offers to or agreements to allot equity securities (which expression shall have the meaning ascribed to it in Section 560(1) of the CA 2006) for cash pursuant to the authority given pursuant to the resolution above, as if Section 560(1) of the CA 2006 (pre‐emption rights) did not apply to such allotment, provided that the power provided by this resolution shall expire on the conclusion of the next annual general meeting of the Company held after the passing of this resolution (unless renewed, varied or revoked by the Company in general meeting), but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require equity securities to be allotted after such expiry.
Article 2 of the Articles provides that the Company's principal objects are to carry on the business of an investment company and a VCT. The following is a summary of certain other provisions of the Articles.
Subject to any disenfranchisement and to any special terms as to voting on which any shares may be issued, on a show of hands every member present in person shall have one vote and, on a poll, every member present in person or by proxy shall have one vote for each share of which he is a holder.
Subject to the provisions of the Acts and the Articles relating to authority, pre‐emption rights and otherwise and any resolutions passed by the Company, all unissued shares are at the disposal of the Directors and they may allot, grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper, provided that no such share is issued at a discount.
a lien, it is in respect of only one class of shares, it is in favour of not more than four joint holders as transferees and the instrument of transfer has been left at the Company's registered office, or at such other place as the Directors may from time to time determine, to be registered, accompanied by the certificate for the shares and such evidence as the Directors may reasonably require to prove the title of the transferor, and the due execution by him of the transfer.
Subject to the provisions of the 2006 Act, whenever the capital of the Company is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of issue of that class) be varied or abrogated either with the consent in writing of the holders of three‐fourths of the issued shares of the class or with the sanction of a special resolution passed at a separate meeting of such holders.
The Articles provide that the Ordinary Shares entitle their holders to receive such dividends as the Directors may resolve to pay out of the net assets of the Company pro rata to their respective holding of Ordinary Shares.
The Company may in general meeting by ordinary resolution declare dividends in accordance with the respective rights of the members, provided that no dividend shall be payable in excess of the amount recommended by the Directors. Subject to the above, the Directors may pay such interim dividends as appear to them to be justified. No dividend or other monies payable in respect of a share shall bear interest as against the Company. There are no fixed dates on which entitlement to a dividend arises. All dividends unclaimed for a period of twelve years after being declared or becoming due for payment shall be forfeited and shall revert to the Company.
4.7 Duration and winding up
The Directors must put a resolution to the annual general meeting of the Company in 2019 and, if passed, to every fifth subsequent annual general meeting, proposing that the Company should continue as a VCT for a further five year period. If any such resolution is not passed, the Directors shall draw up proposals for the reorganisation, reconstruction or voluntary winding up of the Company for submission to its members at a general meeting to be convened by the Directors on a date no more than nine months after such annual general meeting. Implementation of the proposals will require the approval of members by ordinary resolution. For the purposes of this Article, a resolution will not have been carried only if those members in person or by proxy who vote against the resolution hold in aggregate not less than twenty five per cent of the issued share capital of the Company at such time entitled to attend and vote at such a meeting.
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital. The Directors shall restrict the borrowings of the Company and, by the exercise of the Company's voting and other rights or powers of control over its subsidiary undertakings (if any), secure that they restrict their borrowings, so that the aggregate amount at any time outstanding in respect of money borrowed by the group, shall not, without the previous sanction of an ordinary resolution of the Company, exceed the "Adjusted Capital and Reserves" amount (as such term is defined in the Articles), which is effectively the aggregate of the nominal capital of the Company issued and paid up and the amount standing to the credit of the consolidated reserves of the Company, less specified adjustments, exclusions and deductions.
An annual general meeting shall be held once a year, within 15 months of the previous annual general meeting. The Directors may, whenever they see fit, and shall on requisition in accordance with the 2006 Act, proceed with proper expedition to convene a general meeting.
An annual general meeting shall be called by at least 21 clear days' notice in writing and, subject to the 2006 Act, any other general meeting shall be called by at least 14 clear days' notice. Notice may be via electronic communication. Notice shall be given to all members, other than those who are not entitled under the Articles to receive notice. A general meeting may be called by shorter notice if it is agreed: (i) in the case of an annual general meeting, by all members entitled to attend and vote; and (ii) in the case of a general meeting other than an annual general meeting, by a majority in the number of the members having a right to attend and vote, being a majority holding at least 95 per cent. in nominal value of the shares giving that right.
Every notice calling a general meeting shall specify the place, day and hour of the meeting. Every notice must include a prominent statement that a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend, speak and vote instead of him and that a proxy need not be a member of the Company.
In the case of any general meeting at which businesses other than routine business is to be transacted, the notice shall specify the general nature of such business. The notice shall say whether any resolution is to be proposed as an ordinary resolution or special resolution. In the case of an annual general meeting, the notice shall also specify the meeting as such.
4.11 Uncertificated Shares
The Articles are consistent with CREST membership and allow for the holding and transfer of shares in uncertificated form pursuant to the Regulations.
5.4 The Board is responsible for the determination and calculation of the Company's net asset value and intends to announce it at least quarterly, through a regulatory information service. The Board believes that, by announcing the Company's financial results on a regular basis, it should help to provide a fairer market price for its Shares.
5.5 There have not, since its incorporation, been any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or which have had in the recent past, significant effects on the Company's financial position or profitability.
Investments will be valued by the Board on 28 February, 31 May, 31 August and 30 November of each year and these net asset values will be communicated to Shareholders by DCF through the Regulatory News Service. The Company will also announce when there has been a major change to its net asset value, for instance as a result of a disposal of an investment or if the Company undertakes a fundraising and needs to announce an interim valuation.
performance incentive fee arrangements payable to DCF on 13 April 2012; an offer agreement dated 8 December 2011 with the Directors, Howard Kennedy, Beringea and Beringea LLC; an offer agreement dated 8 December 2011 with the Directors, Beringea and Beringea LLC; a director's letter of appointment with L Tilbian on 24 September 2013; an offer agreement dated 22 October 2013 with the Directors, Beringea and Beringea LLC and an offer agreement dated 22 October 2013 with the Directors, the Sponsor, Beringea and Beringea LLC.
Further details of these agreements and the fees paid to Beringea thereunder are set out in Part 6 of this document. Beringea is a related party as it is the Company's investment manager.
For each of the financial periods ended 28 February 2011, 29 February 2012 and 28 February 2013 and for the current financial year to date, apart from the agreements referred to in this paragraph, the Company has not been a party to any related party transactions for the purposes of Regulation (EC) No. 1606 / 2002.
(a) the material contracts referred to in Part 6;
(c) the consent letters referred to at paragraph 5.14 above;
The following definitions are used throughout this document and, except where the context requires otherwise, have the following meanings.
| 1985 Act | Companies Act 1985 |
|---|---|
| 2006 Act | Companies Act 2006, as amended from time to time |
| 2011/2012 Offer | the Company's offer for subscription in respect of the 2011/2012 tax year as described in the prospectus dated 8 December 2011 |
| 2012/2013 Offer | the Company's offer for subscription in respect of the 2012/2013 tax year as described in the prospectus dated 8 December 2011 |
| 2013/2014 Offer | the Company's offer for subscription in respect of the 2013/2014 tax year as described in the Prospectus |
| 2014/2015 Offer | the Company's offer for subscription in respect of the 2014/2015 tax year as described in the Prospectus |
| Admission | admission of the New Ordinary Shares to a premium segment on the Official List and to trading on the London Stock Exchange's main market for listed securities |
| Articles | the articles of association of the Company, as amended from time to time |
| Base Rate | the Bank of England base rate |
| Beringea Group | Beringea LLC and its subsidiaries (including Beringea) |
| Company or ProVen VCT | Proven VCT plc |
| C Shares | the C shares of the Company which were converted into Ordinary Shares on 30 October 2012 |
| Cumulative Dividends | the cumulative amount of dividends per Ordinary Share 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 |
| DCF | Downing Corporate Finance Limited |
| DMS | Downing Management Services Limited |
| Downing | Downing LLP |
|---|---|
| D Shares | the D shares of the Company which were converted into Ordinary Shares on 30 October 2012 |
| Directors or Board | the directors of the Company from time to time (as the context permits) |
| First D Share Linked Offer | The D Share linked offer of the Company and PGI VCT which opened on 20 November 2008 |
| Further D Share Linked Offer | The D Share linked offer of the Company and PGI VCT which opened on 19 November 2009 |
| Further Ordinary Shares | Ordinary Shares issued under the 2010/2011 and 2011/2012 Offers |
| HMRC | HM Revenue & Customs |
| Hurdle | the greater of: (i) 117.3p, or |
| (ii) 92.9p increased, as from 31 August 2011, by approximately Base Rate plus 1% per annum (compound) |
|
| Investor | an individual aged 18 or over who is resident in the United Kingdom who subscribes for New Ordinary Shares under the Offer |
| ITA | Income Tax Act 2007 (as amended) |
| London Stock Exchange | London Stock Exchange plc |
| Manager or Beringea | Beringea LLP |
| Money Laundering Regulations |
the Money Laundering Regulations 2007 |
| NAV | the net asset value of the Ordinary Shares |
| New Ordinary Shares | new Ordinary Shares to be issued under the Offer |
| Offer | the offer for subscription of New Ordinary Shares described in the Prospectus, comprising the 2013/2014 Offer and the 2014/2015 Offer |
| Official List | the Official List of the UK Listing Authority |
| Ordinary Shares | the ordinary shares of 10p each of the Company (ISIN number GB00B8GH9P84), including New Ordinary Shares where the context permits |
|---|---|
| Original Ordinary Portfolio | the portfolio of investments created by investing the proceeds raised from the issue of Ordinary Shares prior to the 2011/2012 Offer |
| 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) |
| PGI VCT | ProVen Growth & Income VCT plc |
| Pro‐Forma Number of Ordinary Shares |
37,271,751 Ordinary Shares |
| ProVen Health VCT | ProVen Health VCT plc |
| ProVen VCT | ProVen VCT plc |
| ProVen Planned Exit VCT | ProVen Planned Exit VCT plc |
| ProVen VCTs | PGI VCT, ProVen VCT, ProVen Health VCT, and ProVen Planned Exit VCT |
| Prospectus | together, this document, the Securities Note and the Summary |
| Registration Document | this document |
| Residual PIF Adjustment | the performance incentive fee relating to the sale of Espresso Group Limited and Think Limited, as set out on page 10 ("Residual PIF"), divided by the Pro‐Forma Number of Ordinary Shares |
| Securities Note | the securities note that, together with this document and the Summary, constitutes the Prospectus |
| Shares | shares in the capital of the Company |
| Shareholder | a holder of Shares |
| Sponsor | Howard Kennedy Corporate Services LLP |
|---|---|
| Summary | the summary that, together with this document and the Securities Note, constitutes the Prospectus |
| Total Return | the sum of (i) the audited net asset value per Ordinary Share at the relevant financial year end, (ii) Cumulative Dividends per Ordinary Share and (iii) any Residual PIF Adjustment (whether relating to that or any prior financial year) |
| UK Listing Authority | the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 |
| Venture Capital Trust or VCT | a venture capital trust as defined by section 259 ITA |
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