Registration Form • Jan 11, 2019
Registration Form
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Registration Document
ProVen VCT plc
ProVen Growth & Income VCT plc
| Risk Factors | 2 |
|---|---|
| Part 1 – The Manager and the Boards | 4 |
| Part 2 – The Manager | 14 |
| Part 3 –Investment Policies | 18 |
| Part 4 – Financial Information on the Companies | 21 |
| Part 5 – Portfolio Information on the Companies | 28 |
| Part 6 – Material Contracts | 34 |
| Part 7 –Other Information Relating to the Companies | 40 |
| Definitions | 54 |
Page No.
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 sections entitled "Risk Factors".
The Directors consider the following risks relating to the Companies to be material for potential Investors, but the risks listed below do not necessarily comprise all those associated with investment in the Companies and are not set out in order of priority. Additional risks and uncertainties currently unknown to the Directors (such as changes in legal, regulatory or tax requirements), or which the Directors currently believe are immaterial, may also have a materially adverse effect on either Company. Material risks relating to the New Ordinary Shares are set out in the Securities Note.
Qualifying Investments made by the Companies will be in companies whose shares are not readily marketable and, therefore, may be difficult to realise. There may also be constraints imposed on the realisation of investments in order to maintain the VCT tax status of either Company.
The Companies are seeking up to £30 million each (with an over-allotment facility of a further £10 million each) through the Offer. To the extent that a smaller level of funds is raised, the portfolios of the Companies may be less diversified than if the Offer had been fully subscribed.
The Companies are managed by Beringea, which has over 25 years' experience of managing investments in unquoted companies and has managed the Companies since they were launched, in 2001 in the case of PGI VCT and in 2000 in the case of ProVen VCT. Further details of the investment management arrangements between Beringea and the Companies are set out in Part 6.
The investment management team comprises the following eleven executives, who have more than 85 years combined experience of making venture capital investments. They are:
Malcolm is a Founding Partner of Beringea LLP. Over the last 29 years he has been responsible for the growth, development and management of Beringea in both the UK and the USA. In addition to sitting on the boards of ProVen VCT plc and ProVen Growth & Income VCT plc, he sits on the investment committees of Beringea Group's US funds.
Stuart is Managing Partner of Beringea and has over 30 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.
Karen is Chief Investment Officer at Beringea and has been a member of the team for over 10 years. She is responsible for making new investments and working with portfolio companies through to exit, and has led more than a dozen investments. Karen was previously with the Boston Consulting Group and ran the Watches division of Swiss Army/Wenger. She also has experience with start-ups as both a founder and adviser. Karen has lived and worked in the US, Europe, and Asia, and has an MBA from INSEAD and a BSBA from Boston University.
Maria is an Investment Director, responsible for sourcing investments, executing deals and monitoring portfolio companies. She was previously Managing Director of Birchbox UK, a beauty ecommerce and subscription business. Prior to this, Maria was on the investment teams at Virgin Group and GMT Partners, where she made investments and monitored portfolio companies, mainly in the digital and media sectors. Maria began her career as an analyst at Goldman Sachs and an Engagement Manager at McKinsey & Company in New York. Maria has an MBA from Harvard Business School and a Bachelor's degree in Economics from MIT.
Eyal is responsible for sourcing investments, executing deals and monitoring portfolio companies. Prior to joining Beringea, Eyal was director of Corporate Development at Countrywide PLC, Vice President with Oaktree Capital's European private equity fund and a consultant with McKinsey & Company. Eyal began his career as a software engineer developing advanced telecommunication solutions. Eyal has an MBA from Harvard Business School and Bachelor's degree in Computer Science from the Interdisciplinary Centre, Herzliya.
Marc is responsible for sourcing investments, executing deals and monitoring portfolio companies. He established the regional office of Beringea in Manchester, where he is based. Before Beringea, Marc was Co-Head of Muzinich & Co's UK private capital fund.
He previously led the financial sponsors team at RBS leveraged finance in the North. Marc is a qualified accountant who began his career at KPMG in Edinburgh, and holds a Bachelor's degree in Finance and Accounting from The University of Pennsylvania and University of Leeds and an MBA from Manchester Business School.
Robert is responsible for sourcing and analysing new deals, due diligence on potential investments and monitoring portfolio companies. Prior to joining Beringea, Robert worked as a senior consultant in Deloitte's strategy practice, focusing primarily on projects for technology and media organisations. Robert is a CFA® charterholder and holds a BSc in Management from the London School of Economics.
Harry joined Beringea in 2013, since then he has been involved in both the raising and deployment of capital. He is now primarily responsible for fundraising and investor relations. He is also engaged in portfolio management and working on relevant investment opportunities. Prior to joining Beringea Harry worked for two start-ups and on a parliamentary campaign. He holds an M.A. in history from the University of St Andrews.
Philip is responsible for sourcing and analysing new deals, due diligence on potential investments, managing deal execution processes, and monitoring/advising portfolio companies. He previously worked as an Associate Consultant at OC&C Strategy Consultants on projects spanning a wide range of sectors, for both corporate and private equity clients. He also has experience working at the Bank of England and Bank of America Merrill Lynch. Phil studied at St John's College, Cambridge, where he earned a First Class MA (Cantab) in Economics and Management Studies.
Luke is responsible for sourcing and analysing new deals, due diligence on potential investments and monitoring portfolio companies.
He was previously Head of Business Development at Fundstack, a business providing CRM software to companies in the financial sector. Prior to this, he worked at Passion Capital and began his career as an investment Banking Associate at Silverpeak. Luke studied at Durham University and holds an MSc in Finance and a BSc in Physics.
Emma Biasiolo
Emma is responsible for sourcing new investment opportunities and supporting the investment team with analysis and research. Prior to joining Beringea, Emma spent two years at the UK government Start Up Loans scheme, part of the British Business Bank, within the business mentoring and marketing departments. Emma has worked in Zurich and Kenya and holds a degree in International Business and Management from Aston Business School.
The Directors of each Company have overall responsibility for their Company's affairs, including monitoring the performance of the Manager and ensuring that the VCT status of their Company is maintained.
The Directors, all of whom are non-executive, have experience of corporate governance of listed companies. A majority of the Directors of each Company are independent of the Manager.
Neal was formerly a corporate finance partner of PwC with extensive experience as a lead adviser on M&A activity in the pharmaceuticals and healthcare sectors. Neal is currently a non-executive director and chairman of the audit committee of Octopus AIM VCT Plc, a non-executive director of Polar Capital Global Healthcare Trust plc and a trustee and council member of the RSPB.
Barry has over 30 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 One VCT plc and Elderstreet Draper Esprit VCT plc.
Malcolm is a Founding Partner of Beringea LLP. Over the last 29 years he has been responsible for the growth, development and management of Beringea in both the UK and the USA. In addition to sitting on the boards of ProVen VCT plc and ProVen Growth & Income VCT plc, he sits on the investment committees of Beringea Group's US funds.
Lorna was formerly an Executive Director of Numis Corporation plc and a Director of WestLB Panmure Limited and S G Warburg Securities. She is a non-executive Director of Euromoney Institutional Investor plc, Finsbury Growth and Income Trust plc, Jupiter UK Growth Investment Trust, M&C Saatchi plc and Rightmove plc.
Marc started his career as a corporate financier with County NatWest in 1984. In 1991, he set up his own management consultancy specialising in the media sector. In 1997 he became Chief Executive of one of London's largest groups of theatres, cinemas and TV companies (Crescent Entertainment). Subsequently, he became Chief Executive of First Call International. He is co-founder and CEO of Pocket Living, the first private developer in London to specialise in helping hard-working city makers, on low to moderate incomes, own their first home with backing from the Mayor of London and Related Companies in New York..
Natasha Christie-Miller leads the digital intelligence brands WGSN, Coloro, Glenigan, Groundsure, DeHavilland and content and events brands Retail Week and World Retail Congress at Ascential plc, the global information company. She started her career in sales and led the commercial teams on consumer brands such as Elle, Red and the EMAP parenting portfolio before taking on the role of Publishing Director of Drapers, the fashion
industry bible at EMAP B2B in 2005. She then became Managing Director for the retail portfolio in 2007. Natasha was appointed CEO of EMAP in 2010 and a divisional CEO at Ascential in 2015.
Malcolm is a Founding Partner of Beringea LLP. Over the last 29 years he has been responsible for the growth, development and management of Beringea in both the UK and the USA. In addition to sitting on the boards of ProVen VCT plc and ProVen Growth & Income VCT plc, he sits on the investment committees of Beringea Group's US funds.
James was formerly managing director of Creditanstalt Investment Bank AG's subsidiary in London, where he had previously established Creditanstalt Bankverein's development capital activity. He has been a non-executive director of a number of quoted and unquoted companies and now works as an independent venture capitalist.
Each Board is responsible for the overall control and management of their respective Company with responsibility for its affairs, including determining its investment policy. However, investment proposals will be originated by Beringea and formally approved by Beringea's investment committee. The investment committee has full discretion to make investment decisions on behalf of each Company.
Each 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 by each Company for their last respective financial year and up to the date of this document except as set out below:
ProVen VCT has an Audit Committee, which in the last financial year comprised Barry Dean, as Chairman, Andrew Davison (who has since resigned) Neal Ransome and Lorna Tilbian. The committee is expected to meet not less than twice a year and has defined terms of reference and duties. ProVen VCT'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 ProVen VCT'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 ProVen VCT's internal controls and risk management systems, and considering matters of corporate governance. The audit committee also oversees the ProVen VCT's compliance with legal requirements, accounting standards, financial and regulatory reporting requirements, the Listing Rules and the Disclosure Guidance 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 ProVen VCT will remain with its Board.
ProVen VCT has a Remuneration Committee, which in the last financial year comprised all of its independent Directors, with Andrew Davison (who has since resigned and been replaced by Neal Ransome) 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, ProVen VCT'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 gives full consideration to the UK Corporate Governance Code.
ProVen VCT has a Nomination Committee, which in in the last financial year comprised all independent Directors and chaired by Andrew Davison (who has since resigned and been replaced by Neal Ransome). It is expected to meet at least once a year. The committee's primary function is to make recommendations to the Board on all new appointments and also to advise generally on issues relating to Board composition and balance.
In addition to the Company, the ProVen VCT 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.
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| Octopus AIM VCT plc | Quercus (General Partner) Limited |
| Polar Capital Global Healthcare Trust plc | Parity Group plc |
| PCGH ZDP plc |
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| Downing One VCT plc | Downing Absolute Income VCT 2 plc (dissolved) |
| Elderstreet Draper Esprit VCT plc | |
| St James Limited Partnership | |
| St James II Limited Partnership |
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| ProVen Holdings Limited | Vigilant Applications Limited |
| Donatantonio Group Limited | F50080 plc |
| Cogora Group Limited | Angelina Ballerina Limited (dissolved) |
| ProVen Growth & Income VCT plc | Rapid Charge Grid Limited |
| GRF II Special Partner (GP) Limited | Cravenstreet Limited (dissolved) |
| ProVen Private Equity Limited | Watchfinder.co.uk Limited |
| Beringea Limited | Chargemaster Limited |
| ProVen Acquisition Limited | Think Limited |
| ProVen Holdings Limited | |
| Global Rights Development Limited | |
| Disposable Cubicle Curtains Limited | |
| ProVen Planned Exit VCT plc* | |
| Beringea LLP | |
| Beringea LLC | |
| Litchfield Media Limited | |
| ProVen Legacy plc | |
Lorna Tilbian
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| Rightmove Plc | Numis Corporation plc |
| Euromoney Institutional Investor Plc | Numis Securities Limited |
| Jupiter UK Growth Investment Trust plc | Pitchcroft Limited (in members voluntary |
| liquidation) | |
| Finsbury Growth & Income Trust Plc | Pitchwell Limited (in members voluntary |
| liquidation) | |
| M&C Saatchi Plc |
* in members voluntary liquidation prior to being dissolved
Save as set out above, there were no bankruptcies, receiverships or liquidations of any companies or partnerships where any of the ProVen VCT Directors were acting as (i) a member of the administrative, management or supervisory body or (ii) a senior manager, during the previous five years.
There have been no official public incriminations of and/or sanctions on any ProVen VCT Director by statutory or regulatory authorities (including designated professional bodies) and no ProVen VCT 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. None of the ProVen VCT Directors have any convictions in relation to fraudulent offences during the previous five years.
PGI VCT has an Audit Committee, comprising James Stewart, as Chairman, Marc Vlessing and Natasha Christie-Miller. The committee is expected to meet not less than twice a year and has defined terms of reference and duties. PGI VCT'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 PGI VCT'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 PGI VCT's internal controls and risk management systems, and considering matters of corporate governance. The audit committee also oversees the PGI VCT's compliance with legal requirements, accounting standards, financial and regulatory reporting requirements, the Listing Rules and the Disclosure guidance 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 PGI VCT will remain with its Board.
PGI VCT has a Remuneration Committee, comprising all of its independent Directors, with Marc Vlessing 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, PGI VCT'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 gives full consideration to the UK Corporate Governance Code.
The Board of PGI VCT has appointed a Nomination Committee, comprising all independent Directors, with Marc Vlessing as Chairman. It is expected to meet at least once a year. The committee's primary function is to make recommendations to the Board on all new appointments and also to advise generally on issues relating to Board composition and balance.
In addition to the Company, the Directors of PGI VCT 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.
Marc Vlessing
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| Pocket Living (Greenwich Peninsula) Limited | Octopus Eclipse VCT 2 plc (dissolved) * |
| Pocket Living Limited | The Aldeburgh Cinema (Property) Limited |
| Pocket Money Limited | UB6 Sudbury Management Company Limited |
| Pocket Living (Holdings) Limited | Pocket Living (Bath Road) Limited (dissolved) |
| PL Marcon Place Limited | Bath Road TW4 Management Company Limited |
| Pocket Living (Sudbury Arms) Limited | (dissolved) |
| Pocket Living (Q1 2015) plc | Fermoy Road Management Company Limited |
| Pocket Living (2013) LLP | 19-24 Marcon Place Management Company Limited |
| Pocket Living (Holdings) II Limited | Vlessing & Taverne Limited |
| Aldeburgh Cinema Trust Limited (The) | Pocket Rosina Street Limited |
| Credon House Limited | Western Road (Ealing) Residents Management |
| Pocket Living KX Limited | Company Limited |
| Pocket Living Pledgeco Holdings Limited | Aldeburgh Cinema Trust |
| Pocket Living Kerswell Close Limited | |
| Pocket Living Osier Way Limited | |
| Pocket Living Mezzanine Limited | |
| Pocket Living 2017 Limited | |
| Pocket Living Gardner Close Limited | |
| Pocket Living Varcoe Road Limited | |
| Pocket Living Whiting Avenue Limited | |
| Pocket Living Mezzanine Holdings Limited | |
| Pocket Living 2017 Holdco Limited | |
| Pocket Living West Green Place Limited | |
| Pocket Living Pledgeco Limited | |
| Pocket Living Bollo Lane Limited | |
| Pocket Living Gainsford Road Limited | |
| Pocket Living Rosina St Limited | |
| Pocket Living Leigham Court Limited | |
| Pocket Living (Addiscombe Grove) Limited | |
| Pocket Living Sudbury Limited | |
| Pocket Living Mapleton Limited | |
| Pocket Living (Weedington Road) Limited | |
| Pocket Living Keston Depot Limited | |
| Pocket Living Ossory Road Limited | |
| Pocket Living Woodside Limited |
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| Groundsure Limited | EMAP Publishing Limited |
| De Havilland Information Services Ltd | MEED Media FZ LLC |
| Glenigan Limited | |
| FIPP Limited | |
| Plexus Network Limited | |
| Professional Publishers Association Limited | |
| Ascential UK Holdings Limited |
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| ProVen Holdings Limited | Vigilant Applications Limited |
| Donatantonio Group Limited | F50080 plc |
| Cogora Group Limited | Angelina Ballerina Limited (dissolved) |
| ProVen Growth & Income VCT plc | Rapid Charge Grid Limited |
| GRF II Special Partner (GP) Limited | Cravenstreet Limited (dissolved) |
| ProVen Private Equity Limited | Watchfinder.co.uk Limited |
| Beringea Limited | Chargemaster Limited |
| ProVen Acquisition Limited | Think Limited |
| ProVen Holdings Limited | |
| Global Rights Development Limited | |
| Disposable Cubicle Curtains Limited | |
| ProVen Planned Exit VCT plc* | |
| Beringea LLP | |
| Beringea LLC | |
| Litchfield Media Limited | |
| ProVen Legacy plc | |
James Stewart
| Current Directorships/Partnerships | Past Directorships/Partnerships (five years) |
|---|---|
| Auriol Road 37 Limited |
* In voluntary liquidation prior to being dissolved
Save as disclosed above, there were no bankruptcies, receiverships or liquidations of any companies or partnerships where any of the Directors of PGI VCT were acting as (i) a member of the administrative, management or supervisory body, or (ii) a senior manager during the previous five years.
There have been no official public incriminations of and/or sanctions on any Director of PGI VCT by statutory or regulatory authorities (including designated professional bodies) and no Director of PGI VCT 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. None of the Directors of PGI VCT have any convictions in relation to fraudulent offences during the previous five years.
The Companies have set an objective of paying dividends each year which will equate to a yield of approximately 5% of net asset value. Dividend payments will, however, depend on the amount and timing of profits from the realisation of investments, which cannot be guaranteed. There is no certainty that any dividends will be paid. The Companies 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. For the three financial years ended 29 February 2016, 28 February 2017 and 28 February 2018, ProVen VCT has paid tax free dividends of 6.5p, 5.0p and 9.5p respectively and PGI VCT has paid tax free dividends of 6p, 4.5p and 12.25p respectively . This is equivalent to an average dividend yield of 7% p.a. for ProVen VCT and 9% p.a. for PGI VCT on the relevant net asset value at the beginning of the relevant financial year (excluding the initial 30% income
tax relief). 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.
Beringea is each of the Company's investment 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 Conduct Authority (under number 496358). The principal legislation under which Beringea operates is the Limited Liability Partnerships 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.
Beringea is paid the following fees in respect of its appointment by ProVen VCT:
The Manager is entitled to receive a performance incentive fee in relation to each ProVen Respective Offer if, at the end of a financial year, the relevant ProVen Respective Offer Performance Value exceeds the relevant ProVen Respective Offer Hurdle. In this event the performance incentive fee per ProVen Respective Offer Share will be equal to 20 per cent of the amount by which each such ProVen Respective Offer Performance Value exceeds the relevant ProVen Respective Offer Initial Net Asset Value per Share, less the aggregate amount of any performance incentive fee per ProVen Respective Offer Share already paid in respect of that ProVen Respective Offer in relation to previous financial years starting after 29 February 2012 (which shall not include ProVen Residual PIF).
The ProVen Respective Offer Performance Value in respect of the relevant financial year end is the sum of (i) the audited net asset value per ProVen Ordinary Share or Equivalent ProVen Ordinary Share for a ProVen Respective Offer at that date, (ii) ProVen Respective Offer Cumulative Dividends, (iii) all performance fees per ProVen Ordinary Share or Equivalent ProVen Ordinary Share paid by the shareholders of the ProVen Respective Offer in relation to financial years starting after 29 February 2012, and (iv) any ProVen Residual PIF Adjustment where relating to that ProVen Respective Offer (whether relating to that or any previous financial year).
If at the end of a financial year, the relevant ProVen Respective Offer Performance Value is less than or equal to the ProVen Respective Offer Hurdle, no performance fee will be payable on such ProVen Respective Offers in respect of that financial year.
The performance fee per ProVen Respective Offer Share payable for a financial year will be reduced, if necessary, to ensure that i) the cumulative performance fee per ProVen Respective Offer Share payable to the Manager in respect of a ProVen Respective Offer does not exceed 20 per cent. of the relevant ProVen Respective Offer Cumulative Dividends; and ii) the audited net asset value per ProVen Ordinary Share or Equivalent ProVen Ordinary Share at the relevant financial year end plus the relevant ProVen Respective Offer Cumulative
Dividends plus any ProVen Residual PIF Adjustment relating to that Respective Offer is at least equal to the relevant ProVen Respective Offer Hurdle.
The Manager also receives a performance fee linked to the profit achieved on the disposal of two of ProVen's investments, namely Espresso Group Limited and Think Limited (known as the "ProVen Residual PIF"). This performance fee 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 £673,000 (being 20% of the aggregate unrealised profit on these investments as at 31 August 2011). Espresso Group was sold on 1 November 2013 and Think Limited was sold on 1 November 2018. To date, the Manager has been paid a performance incentive fee of £642,000 in respect of these realisations. There is the potential of a further ProVen Residual PIF, up to a maximum amount of £31,000, dependent on the earn-out in relation to the disposal of Think Limited. All fees paid under the performance incentive arrangements will be inclusive of VAT, if applicable.
The NAV per Ordinary Share used in the Pricing Formula for each allotment of New Ordinary Shares will include a provision for any potential performance fees payable by the Company to the Investment Manager, calculated in accordance with the Company's accounting policies. However, as the performance fee will be calculated based on the audited results at the relevant financial year end, the actual performance fee paid may be greater than, or less than, the amount provided in the Company's previously announced NAVs. At the date of this Document, a performance fee of £5.8 million has been accrued in respect of the financial year to 28 February 2019. The actual performance fee, if any, will be calculated based on the audited results at 28 February 2019 and may be greater than, or less than, the amount provided for at the date of this Document.
Beringea is paid the following fees in respect of its appointment by PGI:
The Manager is entitled to receive a performance incentive fee in relation to each PGI Respective Offer providing that, at the end of a financial year, the relevant PGI Respective Offer Performance Value exceeds the relevant PGI Respective Offer Hurdle. In this event the performance incentive fee per PGI Respective Offer Share will be equal to 20 per cent of the amount by which each such PGI Respective Offer Performance Value exceeds the relevant PGI Respective Offer Initial Net Asset Value per Share, less the aggregate amount of any performance incentive fee per PGI Respective Offer Share already paid in respect of that PGI Respective Offer in relation to previous financial years starting after 29 February 2012.
The PGI Respective Offer Performance Value in respect of the relevant financial year end is the sum of (i) the audited net asset value per PGI Ordinary Share for a PGI Respective Offer at that date, (ii) PGI Respective Offer Cumulative Dividends, and (iii) all performance fees per PGI Ordinary Share paid by the shareholders of the PGI Respective Offer in relation to financial years starting after 29 February 2012.
The PGI Respective Offer Hurdle is the greater of (i) 1.25 times the PGI Respective Offer Initial Net Asset Value per Share and (ii) the PGI Respective Offer Initial Net Asset Value per Share increased by the Bank of England base rate plus one per cent. per annum (compound) from:
If at the end of a financial year, the relevant PGI Respective Offer Performance Value is less than or equal to the PGI Respective Offer Hurdle, no performance fee will be payable for such PGI Respective Offers in respect of that financial year.
The performance fee per PGI Respective Offer Share payable in relation to a PGI Respective Offer for a financial year will be reduced, if necessary, to ensure that i) the cumulative performance fee per PGI Respective Offer Share payable in respect of a PGI Respective Offer does not exceed 20 per cent. of the relevant PGI Respective Offer Cumulative Dividends; and ii) the cumulative performance fee per PGI Respective Offer Share payable in respect of a Respective Offer does not exceed 50 per cent. Of the amount by which the PGI Relevant Respective Offer Performance Value exceeds the relevant PGI Respective Offer Hurdle, and iii) the audited net asset value per PGI Ordinary Share at the relevant financial year end plus the relevant PGI Respective Offer Cumulative Dividends is at least equal to the relevant PGI Respective Offer Hurdle.
All fees paid under the performance incentive arrangements will be inclusive of VAT, if applicable.
The NAV per PGI Ordinary Share used in the Pricing Formula for each allotment of New PGI Ordinary Shares will include a provision for any potential performance fees payable by the Company to the Manager, calculated in accordance with the Company's accounting policies. However, as the performance fee will be calculated based on the audited results at the relevant financial year end, the actual performance fee paid may be greater than, or less than, the amount provided in PGI's previously announced NAVs. At the date of this Document, a performance fee of £0.5 million has been accrued in respect of the financial year to 28 February 2019. The actual performance fee, if any, will be calculated based on the audited results at 28 February 2019 and may be greater than, or less than, the amount provided for at the date of this Document.
From 13 January 2015, Beringea has provided certain administration services, company secretarial and financial advisory services and services in connection with share repurchases to the Companies, for a current annual fee of £61,090 (plus VAT if applicable) in the case of ProVen VCT and £54,362 (plus VAT if applicable) in the case of PGI VCT. The fee is increased annually in line with the Retail Prices Index.
Beringea arranges for the safe custody of each Company's unquoted and quoted investments on behalf of the relevant Company in a manner satisfactory to the Board and in that capacity is responsible for ensuring safe custody and dealing with settlement arrangements.
The annual running costs (including irrecoverable VAT but excluding any performance fees payable and annual commission payable to the Manager and trail commission payable to intermediaries) of each Company for the year is subject to a cap of 3.25% of the Company's net assets. Any costs in excess of this are borne by Beringea LLP by way of a reduction in its fees. The annual running costs of each Company for the year to 28 February 2018 were 2.6% of the net asset value of each Company at the year end.
Each of the Company's has an identical investment policy as described below.
The Companies' 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 investment policy covers several areas as follows:
The Companies seek to make investments in VCT Qualifying companies with the following characteristics:
The Companies invest in companies at various stages of development, including those requiring capital for expansion, but not in start-ups or management buy-outs or businesses seeking to use funding to acquire other businesses. Investments are spread across a range of different sectors.
Funds not invested in qualifying investments may be invested in non-qualifying investments permitted for liquidity management purposes, which include cash, alternative investment funds ("AIFs") and UCITS which may be redeemed on no more than 7 days' notice, or ordinary shares or securities in a company that are acquired on a regulated market.
It is not the Companies' intention to have any borrowings. Each Company does, however, have the ability to borrow a maximum amount equal to the nominal capital of that Company and its distributable and undistributable reserves.
No investment will constitute more than 15% of that Company's portfolio by value at the time of investment.
Any material changes in either Company's investment policy would require their Shareholders' approval 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 at least 85% of each Company's assets will be invested in Qualifying Investments. Initially, whilst suitable Qualifying Investments are being identified, the funds will be invested in permitted non-Qualifying Investments. Progressively, this portfolio will be realised in order to fund investments in Qualifying Investments. The portion of each Company's portfolio not invested in Qualifying Investments will be used to meet the annual running costs of that Company, to fund any further investments in its investee companies and to provide liquidity. For accounting periods beginning on or after 6 April 2018 the Companies must have invested at least 30% of all new funds that they have raised and allotted in Qualifying Investments within 12 months of the end of the accounting period in which the Company issued the shares.
It is expected that after investing 85% of their assets in Qualifying Investments, the PGI VCT portfolio will have at least 51 investments (assuming full subscription) and the ProVen VCT portfolio will have at least 51 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 immediately before and £16 million immediately after the investment, and it must have fewer than 250 employees, prior to investment (500 in the case of a Knowledge Intensive Company). The Qualifying Company cannot receive more than £12m (£20m if the company is deemed to be a Knowledge Intensive Company) of Risk Finance State Aid (including from VCTs) over the company's lifetime. The Qualifying Company's first commercial sale must be no more than 7 years before the VCT's investment (10 years for a Knowledge Intensive Company), except where previous Risk Finance State Aid was received by the company within 7 years or where a turnover test is satisfied. Funds received from an investment by a VCT cannot be used to acquire another existing business or trade. No single investment will represent more than 15% of a 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 manage risk to the extent possible, given the investment strategy. Key risk management features include:
In order to ensure that investment opportunities are apportioned fairly between the Companies, their allocation is governed by the terms of a co-investment agreement. This broadly provides that VCT Qualifying Investments which meet the Companies' investment strategies will be apportioned to the Companies in the proportion of the amount which needs to be invested for compliance with the VCT Rules. The allocation will be impacted by a number of factors, including the chronological order in which funds were raised and disposals achieved from the portfolio. The amount which is apportioned to each VCT will be subject to certain restrictions in order to ensure good portfolio diversification.
Audited statutory accounts of ProVen VCT for the years ended 29 February 2016, 28 February 2017 and 28 February 2018, in respect of which ProVen VCT's auditors, BDO LLP, registered auditor of 55 Baker Street, London W1U 7EU, 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 and the interim accounts for the 6 month periods ended 31 August 2017 and 31 August 2018 are available at 39 Earlham Street, London WC2H 9LT.
The audited statutory accounts were prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice) and the interim accounts for the 6 month periods ended 31 August 2017 and 31 August 2018 also contain a description of ProVen VCT's financial condition, changes in financial condition and results of operations for each of the above periods. The interim reports for the 6 month periods ended 31 August 2017 and 31 August 2018 were also prepared in accordance with Financial Reporting Standard 102.
Historical financial information relating to ProVen VCT on the matters referred to below is included in the published annual report and audited statutory accounts for the years ended 29 February 2016, 28 February 2017 and 28 February 2018 and the interim accounts for the 6 month periods ended 31 August 2017 and 31 August 2018 and is incorporated by reference into this document, as follows:
| Audited statutory accounts for year ended 29 February 2016 |
Audited statutory accounts for year ended 28 February 2017 |
Audited statutory accounts for year ended 28 February 2018 |
Unaudited interim accounts for 6 month period ended 31 August 2017 |
Unaudited interim accounts for 6 month period ended 31 August 2018 |
|
|---|---|---|---|---|---|
| Nature of Information |
Page No. | Page No. | Page No. | Page No. | Page No. |
| Company information |
61 | 63 | 62 | 26 | 26 |
| Fund Overview |
5 | 3 | 3 | 3 | 3 |
| Chairman's statement |
6 | 4 | 4 | 4 | 4 |
| Investment manager's review |
8 | 7 | 7 | 7 | 7 |
| Investment portfolio and review of investments |
12 | 11 | 11 | 9 | 9 |
| Investment activity |
10 | 9 | 9 | 11 | 11 |
|---|---|---|---|---|---|
| Directors' report |
26 | 26 | 24 | n/a | n/a |
| Directors' remuneration report |
34 | 34 | 32 | n/a | n/a |
| Statement of Corporate Governance |
29 | 29 | 27 | n/a | n/a |
| Independent Auditors' report |
38 | 37 | 36 | n/a | n/a |
| Income statement |
42 | 41 | 41 | 12 | 12 |
| Statement of changes in equity |
43 | 42 | 42 | 14 | 14 |
| Statement of financial position |
44 | 44 | 44 | 13 | 13 |
| Statement of Cash flows |
45 | 45 | 45 | 15 | 15 |
| Notes to accounts |
46 | 46 | 46 | 16 | 16 |
| Audited statutory accounts for year ended 29 February 2016 |
Audited statutory accounts for year ended 28 February 2017 |
Audited statutory accounts for year ended 28 February 2018 |
Unaudited interim accounts for 6 month period ended 31 August 2017 |
Unaudited interim accounts for 6 month period ended 31 August 2018 |
|
|---|---|---|---|---|---|
| Total net assets (£000) |
86,532 | 104,739 | 101,531 | 99,646 | 110,310 |
| Changes in net assets (£000) |
23,476 | 18,207 | (3,208) | (5,093) | 8,779 |
| Net asset value per share |
100.7p | 106.3p | 99.7p | 101.8p | 108.9p |
| Dividends paid/ proposed for the year/ period |
5.0p/6.5p | 6.5p/5.0p | 9.5p/9.5p | 2.5p/7.0p | 2.5p/25.25p |
A description of the changes in the performance of ProVen VCT, both capital and revenue, and changes to ProVen VCT's portfolio of investments for the financial years ended 29 February 2016, 28 February 2017 and 28 February 2018 is set out in the sections headed "Chairman's Statement" and "Investment Manager's Review" in the audited statutory accounts of ProVen VCT for the years ended 29 February 2016, 28 February 2017 and 28 February 2018 and the unaudited interim accounts for the six months ended 31 August 2017 and 31 August 2018.
| Audited statutory accounts for year ended 29 February 2016 |
Audited statutory accounts for year ended 28 February 2017 |
Audited statutory accounts for year ended 28 February 2018 |
Unaudited interim accounts for 6 month period ended 31 August 2017 |
Unaudited interim accounts for 6 month period ended 31 August 2018 |
|
|---|---|---|---|---|---|
| Nature of Information | Page No. | Page No. | Page No. | Page No. | Page No. |
| Chairman's statement | 6 | 4 | 4 | 4 | 4 |
| Investment manager's review |
8 | 7 | 7 | 7 | 7 |
| Investment portfolio and review of investments |
12 | 11 | 11 | 9 | 9 |
Save for the payment of a special interim dividend of 25.25p per Ordinary Share of ProVen VCT on 30 November 2018, there has been no significant change to ProVen VCT's trading or financial position since 31 August 2018, the latest date to which unaudited interim financial information has been published by ProVen VCT.
The audited statutory accounts of ProVen VCT for the years ended 29 February 2016, 28 February 2017 and 28 February 2018 and the unaudited interim accounts for the six months ended 31 August 2017 and 31 August 2018 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 2018 (the latest date in respect of which ProVen VCT has published its NAV per Ordinary Share), the unaudited NAV per Ordinary Share was 108.9p, subsequent to which a dividend of 25.25p per Ordinary Share was paid on 30 November 2018 reducing the unaudited NAV per Ordinary Share to 83.65p.
Audited statutory accounts of PGI VCT for the years ended 29 February 2016, 28 February 2017 and 28 February 2018, in respect of which PGI VCT's auditors, BDO LLP, registered auditor of 55 Baker Street, London W1U 7EU, 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 and the interim accounts for the 6 month periods ended 31 August 2017 and 31 August 2018 are available at 39 Earlham Street, London WC2H 9LT.
The audited statutory accounts were prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice) and the interim accounts for the 6 month periods ended 31 August 2017 and 31 August 2018 also contain a description of ProVen VCT's financial condition, changes in financial condition and results of operations for each of the above periods. The interim reports for the 6 month periods ended 31 August 2017 and 31 August 2018 were also prepared in accordance with Financial Reporting Standard 102.
Historical financial information relating to PGI VCT on the matters referred to below is included in the published annual report and audited statutory accounts for the years ended 29 February 2016, 28 February 2017 and 28 February 2018 and the interim accounts for the 6 month periods ended 31 August 2017 and 31 August 2018 and is incorporated by reference into this document, as follows:
| Unaudited | Unaudited | ||||
|---|---|---|---|---|---|
| Audited statutory | Audited statutory | Audited statutory | interim accounts | interim accounts | |
| accounts for year | accounts for year | accounts for year | for 6 month | for 6 month | |
| ended 29 | ended | ended | period ended | period ended | |
| February 2016 | 28 February 2017 | 28 February 2018 | 31 August 2017 | 31 August 2018 | |
| Nature of Information |
Page No. | Page No. | Page No. | Page No. | Page No. |
| Company information |
62 | 63 | 60 | 25 | 25 |
| Fund Overview |
5 | 3 | 3 | 3 | 3 |
|---|---|---|---|---|---|
| Chairman's statement |
6 | 4 | 4 | 4 | 4 |
| Investment manager's review |
8 | 7 | 6 | 7 | 6 |
| Investment portfolio and review of investments |
13 | 11 | 10 | 9 | 8 |
| Investment activity |
11 | 9 | 8 | 11 | 10 |
| Directors' report |
27 | 26 | 23 | n/a | n/a |
| Directors' remuneration report |
35 | 34 | 31 | n/a | n/a |
| Statement of Corporate Governance |
30 | 29 | 26 | n/a | n/a |
| Independent Auditors' report |
39 | 37 | 34 | n/a | n/a |
| Income statement |
43 | 42 | 39 | 12 | 11 |
| Statement of changes in equity |
44 | 43 | 40 | 14 | 13 |
| Statement of financial position |
45 | 45 | 42 | 13 | 12 |
| Statement of Cash flows |
46 | 46 | 43 | 15 | 14 |
| Notes to accounts |
47 | 47 | 44 | 16 | 15 |
| Audited statutory accounts for year ended 29 February 2016 |
Audited statutory accounts for year ended 28 February 2017 |
Audited statutory accounts for year ended 28 February 2018 |
Unaudited interim accounts for 6 month period ended 31 August 2017 |
Unaudited interim accounts for 6 month period ended 31 August 2018 |
|
|---|---|---|---|---|---|
| Total net assets (£000) |
71,871 | 112,344 | 103,890 | 109,608 | 106,643 |
| Changes in net assets (£000) |
6,628 | 40,473 | (8,454) | (2,736) | 2,753 |
| Net asset value per share |
80.0p | 82.7p | 72.1p | 80.0p | 74.3p |
| Dividends paid/ proposed for the year/ period |
4.5p/6.0p | 6.0p/4.5p | 12.75p/12.25p | 2.5p/10.25p | 2.0p/4.5p |
A description of the changes in the performance of PGI VCT, both capital and revenue, and changes to PGI VCT's portfolio of investments for the financial years ended 29 February 2016, 28 February 2017 and 28 February 2018 is set out in the sections headed "Chairman's Statement" and "Investment Manager's Review" in the audited statutory accounts of PGI VCT for the years ended 29 February 2016, 28 February 2017 and 28 February 2018 and the unaudited interim accounts for the six months ended 31 August 2017 and 31 August 2018.
| Audited statutory accounts for year ended 29 February 2016 |
Audited statutory accounts for year ended 28 February 2017 |
Audited statutory accounts for year ended 28 February 2018 |
Unaudited interim accounts for 6 month period ended 31 August 2017 |
Unaudited interim accounts for 6 month period ended 31 August 2018 |
|
|---|---|---|---|---|---|
| Nature of Information | Page No. | Page No. | Page No. | Page No. | Page No. |
| Chairman's statement | 6 | 4 | 4 | 4 | 4 |
| Investment manager's review | 8 | 7 | 6 | 7 | 6 |
| Investment portfolio and review of investments |
13 | 11 | 10 | 9 | 8 |
Save for the payment of a special interim dividend of 4.5p per Ordinary Share of PGI VCT on 30 November 2018, there has been no significant change to PGI VCT's trading or financial position since 31 August 2018, the latest date to which unaudited interim financial information has been published by PGI VCT.
The audited statutory accounts of PGI VCT for the years ended 29 February 2016, 28 February 2017 and 28 February 2018 and the unaudited interim accounts for the six months ended 31 August 2017 and 31 August 2018 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 2018 (the latest date in respect of which PGI VCT has published its NAV per Ordinary Share), the unaudited NAV per Ordinary Share was 74.3p, subsequent to which a dividend of 4.5p per Ordinary Share was paid on 30 November 2018 reducing the unaudited NAV per Ordinary Share to 69.8p.
As at the date of this document, ProVen VCT had holdings in 43 companies. At 31 August 2018, the latest date for which unaudited valuations have been announced, this portfolio comprised 42 venture capital investments with a cost of £62.2 million and an unaudited valuation of £70.0 million and cash of £42.0 million.
The list of active current investments (unaudited) in the ProVen VCT portfolio set out in the table below constitutes a comprehensive and meaningful analysis of ProVen VCT's portfolio as at the date of this document, representing 50 per cent by value of ProVen VCT's venture capital investments. The (unaudited) valuations are as at 31 August 2018, the latest date for which valuations have been announced, for investments in the portfolio at that date. Additions to the ProVen VCT portfolio after 31 August 2018 are valued at cost. All venture capital investments are registered in England and Wales except for Access Systems Inc., InContext Solutions, Inc., Thread, Inc. and Whistle Sports, Inc. which are Delaware registered corporations in the United States of America, Smart Information Systems GmbH, which is registered in Austria and Mycs GmbH, which is registered in Germany.
| Name | Cost (£'000) | Valuation (£'000) | % of portfolio by | Holding |
|---|---|---|---|---|
| value | (Debt/Shares) | |||
| Infinity Reliance | Shares | |||
| Limited (t/a My 1st | ||||
| Years) | 4,731 | 6,658 | 7.2% | |
| Poq Studio Limited | Shares | |||
| 3,152 | 5,402 | 5.9% | ||
| Monica Vinader | Shares | |||
| Limited | 534 | 4,766 | 5.2% | |
| Litchfield Media | Debt and | |||
| Limited | 3,580 | 4,202 | 4.6% | Shares |
| Smart Information | Shares | |||
| Systems GmbH (t/a | ||||
| Smart Assistant) | 3,487 | 4,072 | 4.4% | |
| Rapid Charge Grid | Debt and | |||
| Limited | 4,200 | 3,860 | 4.2% | Shares |
| Shares | ||||
| Mycs GmbH | 3,551 | 3,551 | 3.9% | |
| Access Systems Inc. | Shares | |||
| (t/a AccessPay) | 3,500 | 3,500 | 3.8% | |
| InContext | Shares | |||
| Solutions, Inc. | 2,804 | 3,297 | 3.6% | |
| Festicket Ltd | 3,248 | 3,248 | 3.5% | Shares |
| Shares | ||||
| Whistle Sports, Inc. | 2,090 | 2,729 | 2.9% | |
| Thread, Inc. | Shares | |||
| 2,646 | 2,723 | 2.9% | ||
| Other venture | Debt and | |||
| capital investments | 31,814 | 23,454 | 25.5% | Shares |
| Cash at bank and in | ||||
|---|---|---|---|---|
| hand | 20,636 | 22.4% | ||
| 69,337 | 92,098 | 100% |
Further details of all of PGI VCT's venture capital investments which represent 2.4% or more of PGI VCT's NAV are as follows:
My 1st Years is an e-commerce site for personalised items for babies and children, with products from their Royal Range having been worn by Prince George.
POQ is a platform provider for mobile e-commerce apps used by major fashion retailers.
Monica Vinader is a British company that creates ready-to-wear contemporary designer jewellery. The business, which is managed by sisters Monica and Gabriela Vinader, began trading in 2007 and has quickly become a wellknown, international luxury jewellery brand.
Litchfield Media is a company that seeks to take advantage of investment opportunities across a range of sectors.
Smart Assistant is a provider of interactive guided selling software that assists the online buying process.
Rapid Charge Grid Limited is an owner of electric vehicle charging points.
Mycs GmbH is an online furniture retailer that specialises in creatng fully-customisable furniture. Founded in Berlin, the retailer has developed technology that provides shoppers with the tools to customise the design, size, material and colour of its entire product range of wardrobes, sofas, shelving, tables and chairs.
AccessPay is a BACS approved software provider aiming to simplify the payment processing system by offering a range of payment and cash management products such as Direct Debit, SEPA, Faster Payments and SWIFT.
InContext Solutions is the global leader in enterprise mixed reality solutions for total retail optimisation.
Festicket is a website that packages together festival tickets with travel, accommodation and add-ons to create complete festival trips that can be booked in one click.
Founded in 2008, Whistle Sports is a sports media company. The Company focuses on creating, curating and distributing sports video content across social media networks including YouTube and Facebook.
Thread is a menswear e-commerce site which recommends styles and items based on an individual's tastes and preferences.
Since 31 August 2018 ProVen VCT has made the following equity investment additions and disposals:
Additions Access Systems Inc. (£3,500,000) Festicket Ltd (£3,248,000) Smart Information Systems GmbH (t/a Smart Assistant) (£2,177,000) (Headquarters located in Austria) Written Byte Ltd (t/a DeepCrawl) (£1,400,000) InContext Solutions, Inc. (£442,000) (Headquarters located in the USA) MPB Group Limited (£184,000)
Disposals Think Limited (Proceeds of £7,769,000) Chess Technologies Limited (Proceeds of £3,609,000)
Cash dividends paid Special interim dividend paid on 30 November 2018 (£21,743,000)
As at the date of this document, PGI VCT had holdings in 43 companies. At 31 August 2018, the latest date for which unaudited valuations have been announced, this portfolio comprised 41 venture capital investments with a cost of £58.0 million and an unaudited valuation of £ 63.3 million and cash of £42.2 million.
The list of active current investments (unaudited) in the PGI VCT portfolio set out in the table below constitutes a comprehensive and meaningful analysis of PGI VCT's portfolio as at the date of this document, representing 50 per cent by value of PGI VCT's venture capital investments. The (unaudited) valuations are as at 31 August 2018, the latest date for which valuations have been announced, for investments in the portfolio at that date. Additions to the PGI VCT portfolio after 31 August 2018 are valued at cost. All venture capital investments are registered in England and Wales except for Access Systems Inc., InContext Solutions, Inc., Thread, Inc. and Whistle Sports, Inc. which are Delaware registered corporations in the United States of America and Smart Information Systems GmbH, which is registered in Austria.
| Cost (£'000) | Valuation (£'000) | % of portfolio by | Holding | |
|---|---|---|---|---|
| Name | value | (Debt/Shares) | ||
| Smart Information | Shares | |||
| Systems GmbH (t/a | 3,653 | 4,868 | ||
| Smart Assistant) | 4.9% | |||
| Dryden Holdings | Debt and | |||
| Limited | 5,000 | 4,761 | 4.8% | Shares |
| Poq Studio Limited | 2,848 | 4,598 | 4.6% | Shares |
| Infinity Reliance | Shares | |||
| Limited (t/a My 1st | ||||
| Years) | 2,769 | 4,419 | 4.4% | |
| Sealskinz Holdings | Debt and | |||
| Limited | 3,116 | 2,990 | 3.0% | Shares |
| Shares | ||||
| Blis Media Limited | 1,083 | 2,923 | 2.9% | |
| InContext | Shares | |||
| Solutions, Inc. | 2,409 | 2,901 | 2.9% |
| Shares | ||||
|---|---|---|---|---|
| D30 Holdings Ltd | 3,550 | 2,678 | 2.7% | |
| Response Tap | Shares | |||
| Limited | 1,440 | 2,430 | 2.4% | |
| Whistle Sports, Inc. | Shares | |||
| 1,696 | 2,215 | 2.2% | ||
| Disposable Cubicle | Debts and | |||
| Curtains Limited | 2,999 | 2,169 | 2.2% | Shares |
| Written Byte Ltd | 1,612 | 2,014 | Shares | |
| (t/a DeepCrawl) | 2.0% | |||
| Thread, Inc. | Shares | |||
| 1,864 | 1,918 | 1.9% | ||
| Monica Vinader | Shares | |||
| Limited | 204 | 1,819 | 1.8% | |
| Rapid Charge Grid | Debt and | |||
| Limited | 1,888 | 1,735 | 1.7% | Shares |
| ContactEngine | Shares | |||
| Limited | 687 | 1,677 | 1.7% | |
| Litchfield Media | Debt and | |||
| Limited | 1,420 | 1,667 | 1.7% | Shares |
| Access Systems Inc. | 1,500 | 1,500 | Shares | |
| (t/a AccessPay) | 1.5% | |||
| Been There Done | Shares | |||
| That Global Limited | 1,448 | 1,448 | 1.4% | |
| Other venture | Debt and | |||
| capital investments | 19,816 | 12,044 | 11.9% | Shares |
| Cash at bank and in | ||||
| hand | 37,535 | 37.4% | ||
| 60,956 | 100,311 | 100% |
Further details of all of PGI VCT's venture capital investments which represent 1.4% or more of PGI VCT's NAV are as follows:
Smart Assistant is a provider of interactive guided selling software that assists the online buying process.
Dryden Holdings is a company that seeks to take advantage of investment opportunities across a range of sectors.
POQ is a platform provider for mobile e-commerce apps used by major fashion retailers.
My 1st Years is an e-commerce site for personalised items for babies and children, with products from their Royal Range having been worn by Prince George.
Sealskinz develops and manufactures endurance accessories. From the company's inception it has worked in partnership with athletes including mountaineers, explorers, cyclists, skiers, runners, sailors and horse riders to ensure its products deliver the very best in comfort and performance.
Blis is the pioneer behind an advanced mobile location data technology for advertisers. Using its unique, patented technology, Blis provides the most accurate location data, combined with rich contextualized, high quality consumer behavioural insights.
InContext Solutions is a leader in enterprise mixed reality solutions for total retail optimisation.
D3O is an impact protection solutions company that licenses a range of patented smart materials. The marketchanging D3O® technology is used to produce a shock absorbing material which can be found in a range of products across the motorcycle, sport, footwear, electronics, military and workwear sectors.
Response Tap provides call-based marketing automation, helping brands understand the impact their marketing activities are having on inbound calls.
Founded in 2008, Whistle Sports is a global sports media company. The Company focuses on creating, curating and distributing sports video content across social media networks including YouTube and Facebook.
DCCL manufactures and distributes an evolving range of patented, disposable curtains and blinds which actively destroy deadly and harmful pathogens.
DeepCrawl is a marketing analytics and insights company whose web crawler and associated software provides brands with a comprehensive overview of their websites' technical health.
Thread is a menswear e-commerce site which recommends styles and items based on an individual's tastes and preferences.
Monica Vinader is a British company that creates ready-to-wear contemporary designer jewellery. The business, which is managed by sisters Monica and Gabriela Vinader, began trading in 2007 and has quickly become a wellknown, international jewellery brand.
Rapid Charge Grid Limited is an owner of electric vehicle charging points.
ContactEngine produces software that automates conversations between corporates and their customers. It improves key interactions, ensuring that crucial moments such as sales, deliveries and appointments are executed with precision and minimum effort.
Litchfield Media is a company that seeks to take advantage of investment opportunities across a range of sectors.
AccessPay is a BACS approved software provider aiming to simplify the payment processing system by offering a range of payment and cash management products such as Direct Debit, SEPA, Faster Payments and SWIFT.
Been There Done That is a network of around 200 advertising professionals. Bringing together expert planning and creative directors, the network offers clients immediate access to strategic insights on complex briefs.
Since 31 August 2018 PGI VCT has made the following equity investment additions and disposals:
Additions Access Systems Inc. (£1,500,000) (Headquarters located in the USA) Festicket Ltd (£1,392,000) Smart Information Systems GmbH (t/a Smart Assistant) (£933,000) (Headquarters located in Austria) Written Byte Ltd (t/a DeepCrawl) (£600,000) MPB Group Limited (£66,000) InContext Solutions, Inc. (£46,000) (Headquarters located in the USA)
Disposals
Chess Technologies Limited (Proceeds of £5,413,000)
Cash dividends paid Special interim dividend paid on 30 November 2018 (£5,492,000)
The following is a summary of all contracts (not being contracts entered into in the ordinary course of business) to which the Companies are 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 Companies which contain a provision or provisions under which the Companies have 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, 27 June 2013, 22 October 2013, 3 December 2015 and 11 January 2019 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).
The Manager is also entitled to receive the performance fee set out on pages 14 and 15 and is to be compensated in the event that the ProVen IMA is terminated early by the Company in certain circumstances.
The annual running costs of ProVen VCT (including irrecoverable VAT but excluding any performance related fees and annual commission payable to the Manager and trail commissions payable to intermediaries) 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.
A deed of variation to the ProVen IMA was entered into on 7 June 2017 pursuant to which the previous performance fee arrangements were terminated and the revised performance fee arrangements set out on pages 14 and 15 were established.
A deed of variation to the ProVen IMA dated 11 January 2019 provides that if the ProVen IMA is terminated by ProVen VCT, other than in accordance with the terms of the ProVen IMA, the Manager shall be entitled to compensation relating to the fees that it would have been entitled to under the ProVen IMA in connection with the Offer, provided such compensation shall not exceed £1,900,000.
For the three financial periods ended 29 February 2016, 28 February 2017 and 28 February 2018, ProVen VCT paid £1.3m, £2.0m and £2.0m respectively (including VAT) to the Manager for its investment services to ProVen VCT under the ProVen IMA.
An administration agreement dated 13 January 2015 entered into between the Company and Beringea (the "ProVen Administration Agreement") whereby Beringea provides certain administration, company secretarial and financial advisory services and services in connection with share repurchases to ProVen VCT, for an annual fee of £55,681 (plus VAT if applicable and which increases in line with the Retail Prices Index). Beringea's appointment shall continue for a period of two years from the date of the ProVen Administration Agreement and thereafter either party shall be able to terminate the ProVen Administration Agreement 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 Beringea is materially unable to carry out its obligations under the ProVen Administration Agreement. The ProVen Administration Agreement contains provisions whereby ProVen VCT indemnifies Beringea against certain liabilities arising in respect of their appointment.
For the financial periods ending 29 February 2016, 28 February 2017 and 28 February 2018, ProVen VCT paid £56,000, £57,000 and £59,000 respectively (including VAT) to Beringea for its services pursuant to the ProVen Administration Agreement.
Letters of appointment between ProVen VCT and each of its Directors, dated 25 August 2017 in the case of Neal Ransome, 10 May 2006 in the case of Barry Dean, 31 December 2007 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. Neal Ransome, Lorna Tilbian, Barry Dean and Malcolm Moss are entitled to receive £37,500, £30,000, £30,000 and £15,000 respectively. Andrew Davison, who resigned as a director at ProVen VCT's annual general meeting on 11 July 2018, was entitled to receive £13,636 up to the date of his resignation during the financial year ending 28 February 2019 The total amount expected to payable to the Directors for the year ending 28 February 2019 will be £123,409. 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 plc. In order to ensure that investment opportunities are apportioned fairly between the Companies, their allocation is governed by the terms of a co-investment agreement. This broadly provides that VCT Qualifying Investments which meet the Companies' investment strategies will be apportioned to the Companies in the proportion of the amount which needs to be invested for compliance with the VCT Rules. The allocation will be impacted by a number of factors, including the chronological order in which funds were raised and disposals achieved from the portfolio. The amount which is apportioned to each VCT will be subject to certain restrictions in order to ensure good portfolio diversification.
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 2013 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.
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 2013 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 2013 Offer, out of which it agreed to pay the costs of the 2013 Offer, including professional fees, marketing expenses and commission to authorised
financial advisors. The Manager's ultimate parent, Beringea LLC, guaranteed the Manager's liability under the 2013 Beringea Offer Agreement.
An offer agreement dated 3 December 2015 between ProVen VCT (1), the Directors (2), Howard Kennedy (3), and Beringea (4) whereby Howard Kennedy agreed to act as sponsor to an offer for subscription launched on 2 December 2015 (the "2015 Offer") and Beringea agreed to use its reasonable endeavours to procure subscribers for ordinary shares under the Offer (the "2015 Offer Agreement"). Under the 2015 Offer Agreement, which could be terminated by Howard Kennedy in certain circumstances of breach, the Directors and the Manager gave certain limited warranties to Howard Kennedy and ProVen VCT agreed to indemnify Howard Kennedy in respect of its role as sponsor and under the agreement, both the warranties and the indemnity being customary for this type of agreement. As is customary for an agreement of this nature, the agreement could be terminated if any statement in the Prospectus for the 2015 Offer was untrue, any material omission from the Prospectus arose or any breach of warranty occurred. The Manager was entitled to receive 3.0% (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 2015 Offer, out of which it agreed to pay all the costs of the Offer, including professional fees, marketing expenses and initial commission to Execution Only Brokers. Any trail commission payable to Execution Only Brokers were to be paid by the Company. The Manager's ultimate parent, Beringea LLC, guaranteed the Manager's liability under the 2015 Offer Agreement.
An offer agreement dated 11 January 2019 between ProVen VCT (1), the Directors (2), Howard Kennedy (3), and Beringea (4) whereby Howard Kennedy agreed to act as sponsor to the Offer and Beringea agreed to use its reasonable endeavours to procure subscribers for ordinary shares under the Offer (the "Offer Agreement"). Under the agreement, which may be terminated by Howard Kennedy in certain circumstances of breach, the Directors and the Manager gave certain limited warranties to Howard Kennedy and ProVen VCT agreed to indemnify Howard Kennedy in respect of its role as sponsor and under the agreement, both the warranties and the indemnity being customary for this type of agreement. As is customary for an agreement of this nature, the agreement may be terminated if any statement in the Prospectus is untrue, any material omission from the Prospectus arises or any breach of warranty occurs. The Manager is entitled to receive 3.0% (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 all the costs of the Offer, including professional fees, marketing expenses and initial commission to Execution Only Brokers. Any trail commission payable to Execution Only Brokers will be paid by ProVen VCT. The Manager's ultimate parent, Beringea LLC, has guaranteed the Manager's liability under the Offer Agreement.
An investment management agreement (the "PGI IMA") dated 22 November 2005 between PGI VCT and the Manager, as amended by deeds of variation dated 5 September 2007, 19 November 2008, 19 November 2009, 10 December 2010, 23 January 2013, 24 October 2014, 21 September 2016 and a side letter dated 23 September 2014 whereby the Manager agreed to provide investment management services to PGI VCT in respect of its portfolios of qualifying investments. Beringea provides custodian services relating to the PGI VCT's investments. Under the PGI VCT IMA the Manager is entitled to receive an annual management fee equal to 2% of PGI VCT's net assets which is payable quarterly in arrears. The PGI VCT IMA is for a minimum period of three years commencing on 22 November 2005, and is terminable by either party at any time thereafter by one year's prior written notice. The PGI VCT IMA is subject to earlier termination in the event of, inter alia, a party committing a material breach of the PGI VCT IMA and/or becoming insolvent, and PGI 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 PGI VCT IMA or the Directors resolve that it is desirable to terminate the PGI VCT IMA to preserve the status of PGI VCT as a venture capital trust.
The Manager is also entitled to receive the performance fee set out on pages 15 and 16 and is to be compensated in the event that the PGI IMA is terminated early by the Company in certain circumstances.
A deed of variation to the PGI IMA dated 21 September 2016 provides that if the ProVen Growth & Income VCT IMA is terminated by the Company, other than in accordance with the terms of the ProVen Growth & Income VCT IMA, the Manager shall be entitled to compensation relating to the fees that it would have been entitled to under the PGI IMA in connection with the Offer, provided such compensation shall not exceed £1,080,000.
A deed of variation to the PGI IMA was entered into on 7 June 2017 pursuant to which the previous performance fee arrangements were terminated and the revised performance fee arrangements set out on pages 15 and 16 were established.
A deed of variation to the PGI VCT IMA dated 11 January 2019 provides that if the PGI VCT IMA is terminated by PGI VCT, other than in accordance with the terms of the PGI VCT IMA, the Manager shall be entitled to compensation relating to the fees that it would have been entitled to under the PGI VCT IMA in connection with the Offer, provided such compensation shall not exceed £2,500,000.
The annual running costs (excluding any performance fees payable) of PGI VCT are capped at 3.6% 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 financial periods ending 29 February 2016, 28 February 2017 and 28 February 2018, PGI VCT paid £1.5m, £1.5m and £2.1m respectively (including VAT) to Beringea for its investment services to the Company under the PGI VCT IMA.
On 24 October 2014 an administration agreement (the "PGI VCT Administration Agreement") was entered into between PGI VCT and Beringea whereby Beringea provides certain administration, company secretarial and financial advisory services and services in connection with share repurchases to PGI VCT, for an annual fee of £49,550 (plus VAT if applicable and which increases in line with the Retail Prices Index). Beringea's appointment shall continue for a period of two years from the date of the PGI VCT Administration Agreement and thereafter either party shall be able to terminate the PGI VCT Administration Agreement 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 PGI VCT Administration Agreement and, by PGI VCT if, inter alia, it ceases to be a VCT for tax purposes, or if Beringea is materially unable to carry out its obligations under the PGI VCT Administration Agreement. The PGI VCT Administration Agreement contains provisions whereby PGI VCT indemnifies Beringea against certain liabilities arising in respect of their appointment.
For the financial periods ending 29 February 2016, 28 February 2017 and 28 February 2018, PGI VCT paid £33,400, £51,000 and £52,000 respectively (including VAT) to Beringea for its services pursuant to the PGI Administration Agreement.
Letters of appointment between PGI VCT and each of its Directors, dated 16 February 2001 in the case of James Stewart and Marc Vlessing, 1 October 2008 in the case of Malcolm Moss, and 24 August 2011 in the case of Natasha Christie-Miller, under which each Director is required to devote such time to the affairs of PGI VCT as the Board reasonably requires consistent with his or her role as a non-executive Director. The letters are terminable on 3 months notice either side. Other than these letters of appointment, none of the Directors have a service contact with the Company. The total amount expected to be payable to the Directors of PGI VCT for the year ending 28 February 2019 is £112,500. In the previous financial year James Stewart received £30,000, Marc Vlessing received £37,500, Natasha Christie-Miller received £30,000 and Beringea, on behalf of Malcolm Moss, received £15,000. No amount has been set aside or accrued by PGI VCT 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 plc. . In order to ensure that investment opportunities are apportioned fairly between the Companies, their allocation is governed by the terms of a co-investment agreement. This broadly provides that VCT Qualifying Investments which meet the Companies' investment strategies will be apportioned to the Companies in the proportion of the amount which needs to be invested for compliance with the VCT Rules. The allocation will be impacted by a number of factors, including the chronological order in which funds were raised and disposals achieved from the portfolio. The amount which is apportioned to each VCT will be subject to certain restrictions in order to ensure good portfolio diversification.
An offer agreement dated 24 October 2014 between PGI VCT (1), the Directors (2), Howard Kennedy (3), Beringea LLP (4) and Beringea LLC (5) whereby Howard Kennedy agreed to act as sponsor to PGI VCT's offer for subscription that was launched on 24 October 2014 (the "2014 Offer"). Under the agreement, which could have been terminated by Howard Kennedy in certain circumstances of breach, the Directors and the Manager gave certain limited warranties to Howard Kennedy and PGI VCT agreed to indemnify Howard Kennedy in respect of its role as sponsor and under the agreement, both the warranties and the indemnity being customary for this type of agreement. Further, as is customary for an agreement of this nature, the agreement may have been terminated if any statement in the prospectus relating to the 2014 Offer was untrue, any material omission from the prospectus arose or any breach of warranty occurred.
An offer agreement dated 21 September 2016 (the "2016 Offer Agreement") between PGI VCT (1), the Directors (2), Howard Kennedy (3), Beringea (4) and Beringea LLC (5) whereby Howard Kennedy agreed to act as sponsor to an offer for subscription launched by PGI VCT on 21 September 2016 (the "2016 Offer") and Beringea agreed to use its reasonable endeavours to procure subscribers for ordinary shares under the 2016 Offer (the "2016 Offer Agreement"). Under the 2016 Offer Agreement, which could be terminated by Howard Kennedy in certain circumstances of breach, the Directors and the Manager gave certain limited warranties to Howard Kennedy and PGI VCT agreed to indemnify Howard Kennedy in respect of its role as sponsor and under the 2016 Offer Agreement, both the warranties and the indemnity being customary for this type of agreement. As is customary for an agreement of this nature, the 2016 Offer Agreement could be terminated if any statement in the Prospectus was untrue, any material omission from the Prospectus arose or any breach of warranty occurred. The Manager was entitled to receive 3.0% (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 2016 Offer, out of which it agreed to pay all the costs of the Offer, including professional fees, marketing expenses and initial commission to Execution Only Brokers. Any trail commission payable to Execution Only Brokers was to be paid by PGI VCT. The Manager's ultimate parent, Beringea LLC, guaranteed the Manager's liability under the 2016 Offer Agreement.
An offer agreement dated 11 January 2019 between PGI VCT (1), the Directors (2), Howard Kennedy (3), and Beringea (4) whereby Howard Kennedy agreed to act as sponsor to the Offer and Beringea agreed to use its reasonable endeavours to procure subscribers for ordinary shares under the Offer (the "Offer Agreement"). Under the agreement, which may be terminated by Howard Kennedy in certain circumstances of breach, the Directors and the Manager gave certain limited warranties to Howard Kennedy and PGI VCT agreed to indemnify Howard Kennedy in respect of its role as sponsor and under the agreement, both the warranties and the indemnity being customary for this type of agreement. As is customary for an agreement of this nature, the agreement may be terminated if any statement in the Prospectus is untrue, any material omission from the Prospectus arises or any breach of warranty occurs. The Manager is entitled to receive 3.0% (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 all the costs of the Offer, including professional fees, marketing expenses and initial commission to Execution Only Brokers. Any trail commission payable to Execution Only Brokers will be paid by PGI VCT. The Manager's ultimate parent, Beringea LLC, has guaranteed the Manager's liability under the 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, issue costs of 3% of gross funds raised and a NAV of 83.65p (being the NAV at 31 August 2018 of 108.9p adjusted for the dividend of 25.25p paid on 30 November 2018) for the purpose of the Pricing Formula) is set out below, together with the issued fully paid share capital of the Company as expected after the Offer, assuming a 15% increase and decrease in the current NAV (NAVs of 96.2p and 71.1p, respectively):
| Date of this document | Issued | ||
|---|---|---|---|
| Number | Amount | ||
| Ordinary Shares | 105,403,213 | £10,540,321 | |
| After the Offer (NAV of 83.65p) | |||
| Issued | |||
| Number | Amount | ||
| Ordinary Shares | 152,051,475 | £15,205,148 | |
| After the Offer (NAV of 96.2p) | Issued | ||
| Number | Amount | ||
| 40 |
| Ordinary Shares | 146,001,422 | £14,600,142 | |
|---|---|---|---|
| After the Offer (NAV of 71.1p) | Issued | ||
| Number | Amount | ||
| Ordinary Shares | 160,236,841 | £16,023,684 |
| N Ransome | 20,411 |
|---|---|
| B Dean | 29,252 |
| M. Moss | 65,725 |
| L Tilbian | nil |
3.1 The following resolutions of the Company were passed at its annual general meeting held on 11 July 2018:
(1) THAT, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 ("CA 2006") to exercise all the 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 £7,640,594 (representing approximately 75% of the Ordinary Share capital in issue, provided that the authority conferred 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 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 of the Company be and hereby are empowered pursuant to Sections 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
resolution (1) above, as if Section 561(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. Copies of the Articles are available for inspection at the address set out in paragraph 5.20 of this Part 7 below.
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.
Subject to the provisions of the Acts, 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.
4.7.5 A Director shall not vote at a meeting of the Directors in respect of a matter in which he has any material interest otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through, the Company, unless his interest arises only because the case falls within one or more of the specified paragraphs.
4.7.6 Where proposals are under consideration concerning the appointment of two or more Directors to offices or employment with the Company or any company in which the Company is interested the proposals may be divided and considered in relation to each Director separately and (if not otherwise precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.
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 at such time and place as may be determined by the Directors and within a period of six months beginning on the day following the Company's accounting reference date. 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 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% 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.
4.10 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.
2.1 The issued fully paid share capital of PGI VCT 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, issue costs of 3% of gross funds raised and a NAV of 69.8p (being the NAV at 31 August 2018 of 74.3p adjusted for the dividend of 4.5p paid on 30 November 2018] for the purpose of the Pricing Formula) is set out below, together with the issued fully paid share capital of the Company as expected after the Offer, assuming a 15% increase and decrease in the current NAV (NAVs of 80.3p and 59.3p, respectively):
| Date of this document | Issued | ||
|---|---|---|---|
| Number | Amount | ||
| Ordinary Shares | 144,524,381 | £2,339,416 | |
| After the Offer (NAV of 69.8p) | Issued | ||
| Number | Amount | ||
| Ordinary Shares | 200,373,029 | £3,243,438 | |
| After the Offer (NAV of 80.3p) | Issued | ||
| Number | Amount | ||
| Ordinary Shares | 193,121,031 | £3,126,050 | |
| After the Offer (NAV of 59.3p) | Issued | ||
| Number | Amount | ||
| Ordinary Shares | 210,184,555 | £3,402,257 |
| J. Stewart | 35,375 |
|---|---|
| M.Vlessing | 231,065 |
| M. Moss | 76,812 |
| N. Christie-Miller | 24,419 |
3.1 The following resolutions of PGI VCT were passed at an annual general meeting held on 11 July 2018:
(3) THAT, in addition to existing authorities, the directors of the Company be and hereby are generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 ("CA 2006") to exercise all the 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 £1,748,283 representing approximately 75% of the share capital in issue at the date of the AGM notice, provided that the authority conferred 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 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 of the Company be and hereby are empowered pursuant to Sections 570(1) of the CA 2006 to allot or make offers 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 resolution above, as if Section 561(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 PGI VCT'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 of PGI VCT. Copies of the Articles of PGI VCT are available for inspection at the address set out in paragraph 5.20 of this Part 7 below.
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 PGI VCT, 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.
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 Acts, whenever the capital of PGI VCT 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 PGI VCT pro rata to their respective holding of Ordinary Shares.
PGI VCT 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 PGI VCT. 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 PGI VCT.
4.7.3 A Director who is in any way, directly or indirectly, interested in any transaction or arrangement with PGI VCT shall, at a meeting of the Directors, declare, in accordance with the 2006 Act, the nature of his interest.
4.7.4 Provided that he has declared his interest in accordance with paragraph 4.7.3 above, a Director may be a party to or otherwise interested in any transaction or arrangement with PGI VCT or in which PGI VCT is otherwise interested. No Director so interested shall be accountable to PGI VCT, by reason of his being a Director, for any benefit, which he derives from such office, interest, any such transaction or arrangement.
The Directors may exercise all the powers of PGI VCT 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 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% 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 PGI VCT.
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.
The Articles are consistent with CREST membership and allow for the holding and transfer of shares in uncertificated form pursuant to the Regulations.
proceedings (including any such proceedings which are pending or threatened of which either Company is aware) which may have, or which have had in the recent past, significant effects on the Companies' financial position or profitability.
Investments will usually be valued by the Boards on 28 February, 31 May, 31 August and 30 November of each year and these net asset values will be communicated to Shareholders through a Regulatory News Service. The Companies will also announce when there has been a major change to their respective net asset value, for instance as a result of a disposal of an investment or if a Company undertakes a fundraising and needs to announce an interim valuation. The calculation of net asset value of a Company's investments will only be suspended in circumstances where the underlying data necessary to value the investments of that Company cannot readily, or without undue expenditure, be obtained. Details of any suspension would be announced through a Regulatory News Service.
4
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 29 February 2016, 28 February 2017 and 28 February 2018 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.
1.13 ProVen Growth and Income VCT entered into deeds of variation to an investment management agreement with Beringea 21 September 2016 and 11 January 2019, the offer agreement referred to at paragraph 6 of Part 6 of this document dated 21 September 2016 and the offer agreement referred to at paragraph 7 of Part 6 of this document dated 11 January 2019.
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 29 February 2016, 28 February 2017 and 28 February 2018 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.
1.17 None of the Companies' capital is under option, nor are there any conditional or unconditional agreements for any part of either Company's capital to be put under option.
1.18 Shareholders will be informed by means of the half year and/or annual report or through a public announcement if the investment restrictions which apply to the Companies as VCTs (as detailed in this document) are breached.
The following definitions are used throughout this document and, except where the context requires otherwise, have the following meanings.
| 2013 Offer | ProVen VCT's offer for subscription in respect of the 2013/2014 and 2014/2015 tax years as described in the Prospectus issued by ProVen VCT dated 22 October 2013 |
|---|---|
| 2014 Offer | PGI VCT's offer for subscription in respect of the 2014/2015 tax year as described in the prospectus issued by ProVen VCT dated 24 October 2014 |
| 2015 Offer | ProVen VCT's offer for subscription in respect of the 2015/2016 tax year as described in the prospectus issued by ProVen VCT dated 2 December 2015 |
| 2016 Offer | PGI VCT's offer for subscription in respect of the 2016/2017 tax year as described in the prospectus issued by ProVen VCT dated 21 September 2016 |
| 2006 Act | Companies Act 2006, as amended and to the extent in force from time to time |
| Adviser Charges | the amount an Investor agrees to pay a Financial Adviser in respect of the Offer |
| Beringea Group | Beringea LLC and its subsidiaries (which subsidiaries include Beringea) |
| Company | Proven VCT plc or PGI VCT, as the context permits , and together, the "Companies" |
| C Shares | the C shares of ProVen VCT which were converted into Ordinary Shares on 30 October 2012 |
| D Shares | the D shares of ProVen VCT which were converted into Ordinary Shares on 30 October 2012 |
| Directors or Board | the directors of each Company from time to time (as the context permits) |
| Equivalent ProVen Ordinary Share |
ProVen Ordinary Shares resulting from the conversion or consolidation of ProVen Original Shares on 30 October 2012 |
| Execution Only Broker | an intermediary, authorised by the Financial Conduct Authority, which does not provide advice to its clients |
| HMRC | Her Majesty's Revenue and Customs |
|---|---|
| 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) |
| Knowledge Intensive Company | a company satisfying the conditions in Section 331(A) of Part 6 ITA |
| London Stock Exchange | London Stock Exchange plc |
| Manager or Beringea | Beringea LLP |
| Money Laundering Regulations |
the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 |
| 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 |
| Official List | the Official List of the UK Listing Authority |
| Ordinary Shares | PGI Ordinary Shares and ProVen Ordinary Shares, including New Ordinary Shares where the context permits |
| PGI Buyback Adjustment | an adjustment to reflect PGI Ordinary Shares repurchased by PGI VCT for cancellation after 21 August 2014, made firstly against the PGI Original Offer and thereafter against successive PGI Subsequent Offers in the order in which they were raised provided that a PGI Subsequent Offer will only be used for the PGI Buyback Adjustment if all the share capital allotted under a PGI Subsequent Offer was allotted more than five years before the date the PGI Ordinary Shares were repurchased and where there are outstanding PGI Ordinary Shares in respect of that Subsequent Offer. |
| PGI DRIS Adjustment | an adjustment to reflect PGI Ordinary Shares allotted by PGI VCT in respect of its dividend re-investment scheme after 21 August 2014, made firstly against any open PGI Subsequent Offer at the time of the associated dividend payment or secondly against the most recently raised PGI Subsequent Offer. |
| PGI Respective Offer Hurdle | the greater of: |
| (i) 1.25 times the PGI Respective Offer Initial Net Asset Value per Share; and |
|||
|---|---|---|---|
| (ii) the PGI Respective Offer Initial Net Asset Value per Share increased by | |||
| the Bank of England base rate plus one per cent, per annum (compound) from: |
|||
| | 31 August 2012 in respect of the PGI Original Offer; or | ||
| | the date of the first allotment of PGI Ordinary Shares under each | ||
| PGI Subsequent Offer in respect of all PGI Subsequent Offers. | |||
| PGI Respective Offer Initial | the net asset value per PGI Ordinary Share of the Company as at: | ||
| Net Asset Value per Share | (i) | 31 August 2012, in respect of the PGI Original Offer, being 78.5p; or |
|
| (ii) | the date of the first allotment of PGI Ordinary Shares | ||
| under each PGI Subsequent Offer, in respect of all PGI Subsequent Offers. |
|||
| in respect of each PGI Respective Offer, at the relevant financial year end, PGI Respective Offer |
|||
| Performance Value | the sum of: | ||
| (i) the audited net asset value per PGI Ordinary Share for a PGI Respective Offer at that date; |
|||
| (ii) | PGI Respective Offer Cumulative Dividends; or | ||
| (iii) | all performance fees per PGI Ordinary Share paid by | ||
| the shareholders of the PGI Respective Offer in relation to financial years starting after 29 February 2012. |
|||
| PGI Respective Offer Shares | at the relevant financial year end, the number of issued and outstanding PGI Ordinary Shares attributable to each PGI Respective Offer being: |
||
| (i) | in respect of the PGI Original Offer, the number of PGI Ordinary Shares in issue as at 21 August 2014, being 62,063,191, less any relevant PGI Buyback Adjustment plus any relevant PGI DRIS Adjustment; and |
||
| (ii) | in respect of PGI Subsequent Offers, the aggregate number of PGI Ordinary Shares allotted under the PGI Subsequent Offer, less any relevant PGI Buyback Adjustment plus any relevant PGI DRIS Adjustment. |
||
| PGI VCT | ProVen Growth & Income VCT plc | ||
| Pricing Formula | the formula used to calculate the number of New Ordinary Shares to be issued to an Investor, as set out on page 28 of the Securities Note |
| ProVen Buyback Adjustment | an adjustment to reflect ProVen Original Shares or ProVen Ordinary Shares repurchased by ProVen VCT for cancellation after 29 February 2012, made firstly against the ProVen Original Offer where there are outstanding Equivalent ProVen Ordinary Shares in respect of the ProVen Original Offer and thereafter against successive ProVen Subsequent Offers in the order in which they were raised provided that a ProVen Subsequent Offer will only be used for the ProVen Buyback Adjustment if all the share capital allotted under a ProVen Subsequent Offer was allotted more than five years before the date the ProVen Original Shares or ProVen Ordinary Shares were repurchased and where there are outstanding Equivalent ProVen Ordinary Shares or ProVen Ordinary Shares in respect of that Subsequent Offer. |
|
|---|---|---|
| ProVen DRIS Adjustment | an adjustment to reflect ProVen Ordinary Shares allotted by the ProVen VCT in respect of its dividend re-investment scheme after 29 February 2012, made firstly against any open ProVen Subsequent Offer at the time of the associated dividend payment or secondly against the most recently raised ProVen Subsequent Offer. |
|
| ProVen Ordinary Shares | means ordinary shares of 10p each in the capital of the ProVen VCT | |
| ProVen Original Offer | the Equivalent ProVen Ordinary Shares in issue as at 29 February 2012 | |
| ProVen Original Shares | means 5p ordinary shares, 25p 'C' shares and 1p 'D' shares in the capital of ProVen VCT in issue prior to 30 October 2012 |
|
| ProVen Respective Offer Cumulative Dividends |
the cumulative dividends per ProVen Ordinary Share paid by the Company from: (i) 29 February 2012, in respect of the ProVen Original Offer; or (ii) the date of the first allotment of ProVen Original Shares or ProVen Ordinary Shares under a ProVen Subsequent Offer, in respect of all ProVen Subsequent Offers. |
|
| ProVen Respective Offer Hurdle |
in respect of the ProVen Original Offer the greater of: | |
| i) 117.2p; or |
||
| ii) the ProVen Respective Offer Initial Net Asset Value per Share increased by the Bank of England base rate plus one per cent, per annum (compound) from 31 August 2011 |
||
| in respect of each ProVen Subsequent Offer the greater of: | ||
| (i) 1.25 times the ProVen Respective Offer Initial Net Asset Value per Share; and |
| (ii) the ProVen Respective Offer Initial Net Asset Value per Share increased by the Bank of England base rate plus one per cent, per annum (compound) from the date of the first allotment of ProVen Original Shares or ProVen Ordinary Shares under that Subsequent Offer. |
|||
|---|---|---|---|
| ProVen Respective Offer Initial Net Asset Value per Share |
the net asset value per ProVen Ordinary Share or Equivalent ProVen Ordinary Share of the Company as at: |
||
| i) 29 February 2012, in respect of the ProVen Original Offer, being 92.9p; or |
|||
| ii) the date of the first allotment of ProVen Original Shares or ProVen Ordinary Shares under each ProVen Subsequent Offer, in respect of all ProVen Subsequent Offers. |
|||
| ProVen Respective Offer Performance Value |
in respect of each ProVen Respective Offer, at the relevant financial year end, the sum of: |
||
| (i) the audited net asset value per ProVen Ordinary Share or ProVen Equivalent Ordinary Share for a ProVen Respective Offer at that date; |
|||
| (ii) ProVen Respective Offer Cumulative Dividends; |
|||
| (iii) all performance fees per ProVen Ordinary Share or Equivalent ProVen Ordinary Share paid by the shareholders of the ProVen Respective Offer in relation to financial years starting after 29 February 2012; |
|||
| (iv) any ProVen Residual PIF Adjustment where relating to that ProVen Respective Offer (whether relating to that or any previous financial year) |
|||
| ProVen Respective Offer Shares |
at the relevant financial year end, the number of issued and outstanding ProVen Ordinary Shares or Equivalent ProVen Ordinary Shares attributable to each ProVen Respective Offer being: |
||
| i) in respect of the ProVen Original Offer, the number of Equivalent ProVen Ordinary Shares in issue as at 29 February 2012, less any relevant ProVen Buyback Adjustment plus any relevant ProVen DRIS Adjustment; and |
|||
| ii) In respect of ProVen Subsequent Offers, the aggregate number of ProVen Ordinary Shares or Equivalent ProVen Ordinary Shares allotted under the ProVen Subsequent Offer, less any relevant ProVen Buyback Adjustment plus any relevant ProVen DRIS Adjustment. |
|||
| ProVen Subsequent Offer | an issue of ProVen Original Shares or ProVen Ordinary Shares by ProVen VCT as part of an offer for subscription or top up offer after 29 February 2012, but excluding ProVen Ordinary Shares issued under the terms of ProVen VCT's dividend reinvestment scheme. |
| ProVen VCT | Proven VCT plc |
|---|---|
| ProVen VCTs | PGI VCT, ProVen VCT and ProVen Planned Exit VCT |
| Prospectus | together, this document, the Securities Note and the Summary |
| Qualifying Company | a company satisfying the conditions as described in Part 3 of the Securities Note |
| Qualifying Investment | an investment satisfying the conditions as described in Part 3 of the Securities Note |
| Qualifying Trade | a trade complying with the requirements of Chapter 4 of Part 6 ITA |
| Registration Document | this document |
| Risk Finance State Aid | State aid received by a company as defined in Section 280B (4) of ITA |
| 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 |
| The Risk Finance Guidelines | guidelines on state aid to promote risk finance investments 2014/C 19/04 |
| 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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