Prospectus • Jun 20, 2025
Prospectus
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IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (''FSMA'').
THIS DOCUMENT HAS BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS REGULATION RULES MADE UNDER FSMA (THE "PROSPECTUS REGULATION RULES") AND HAS BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (''FCA'') AS COMPETENT AUTHORITY UNDER THE UK VERSION OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") IN ACCORDANCE WITH FSMA AND CONSTITUTES A SUPPLEMENTARY PROSPECTUS (THE "SUPPLEMENTARY PROSPECTUS") ISSUED BY PROVEN VCT PLC AND PROVEN GROWTH AND INCOME VCT PLC (THE "COMPANIES"). THIS SUPPLEMENTARY PROSPECTUS IS SUPPLEMENTAL TO AND SHOULD BE READ IN CONJUNCTION WITH THE SECURITIES NOTE, REGISTRATION DOCUMENT AND SUMMARY, EACH DATED 6 NOVEMBER 2024, TOGETHER CONSTITUTING A PROSPECTUS (THE "PROSPECTUS") ISSUED BY THE COMPANIES, SUCH PROSPECTUS CONTAINING OFFERS FOR SUBSCRIPTION OF NEW SHARES IN THE CAPITAL OF EACH OF THE COMPANIES ("NEW ORDINARY SHARES") ("THE OFFER(S)"). EXCEPT AS EXPRESSLY STATED HEREIN, OR UNLESS THE CONTEXT OTHERWISE REQUIRES, THE DEFINITIONS USED OR REFERRED TO IN THE PROSPECTUS ALSO APPLY IN THIS SUPPLEMENTARY PROSPECTUS.
THE FCA ONLY APPROVES THIS SUPPLEMENTARY PROSPECTUS AS MEETING THE STANDARDS OF COMPLETENESS, COMPREHENSIBILITY AND CONSISTENCY IMPOSED BY THE UK VERSION OF REGULATION (EU 2017/1129) AND SUCH APPROVAL SHOULD NOT BE CONSIDERED AS AN ENDORSEMENT OF THE ISSUERS OR THE QUALITY OF THE SECURITIES THAT ARE THE SUBJECT OF THE PROSPECTUS AND INVESTORS SHOULD MAKE THEIR OWN ASSESSMENT AS TO THE SUITABILITY OF INVESTING IN THE SECURITIES.
PERSONS RECEIVING THIS DOCUMENT SHOULD NOTE THAT HOWARD KENNEDY CORPORATE SERVICES LLP IS ACTING AS SPONSOR FOR THE COMPANIES AND NO-ONE ELSE IN CONNECTION WITH THE OFFERS AND THIS SUPPLEMENTARY PROSPECTUS AND, SUBJECT TO ITS RESPONSIBILITIES AND LIABILITIES IMPOSED BY FSMA OR THE REGULATORY REGIME ESTABLISHED THEREUNDER, WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF HOWARD KENNEDY CORPORATE SERVICES LLP OR FOR PROVIDING ADVICE IN CONNECTION WITH THE OFFERS. HOWARD KENNEDY CORPORATE SERVICES LLP IS AUTHORISED AND REGULATED BY THE FCA.
THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS REGULATION, ENGLISH LAW AND THE RULES OF THE FCA AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD BE DISCLOSED IF THIS DOCUMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF A JURISDICTION OUTSIDE ENGLAND.
Each Company and the Directors of each of the Companies accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of each Company and its Directors, the information contained in this Supplementary Prospectus is in accordance with the facts and this Supplementary Prospectus makes no omission likely to affect its import.
(incorporated in England & Wales under the Companies Act 1985 with Registered Number 03911323)
(incorporated in England & Wales under the Companies Act 1985 with Registered Number 04125326)
The publication of this Supplementary Prospectus is a regulatory requirement under the Prospectus Regulation Rules and Section 87G of FSMA following the publication of the respective annual report and accounts for the year ended 28 February 2025 of each of the Companies. The Prospectus Rules and section 87G of FSMA require the issue of a supplementary prospectus if, in the relevant period (being, for these purposes, the later of the closure of the relevant offer for subscription for new shares in the Companies (each an "Offer" and together the "Offers") and the time when trading in the New Ordinary Shares issued under that Offer on the London Stock Exchange begins), there exists or is noted a significant new factor, material mistake or inaccuracy relating to the information included in the prospectus relating to the Offer by the Companies. This Supplementary Prospectus has been approved for publication by the FCA.
Save as otherwise amended in this Supplementary Prospectus, the Offers are being made on the terms and subject to the conditions set out in full in the Prospectus. Investors who have already submitted applications for Shares which have been received on behalf of either of the Companies and who have not yet received an allotment of Shares with regard to such applications may withdraw such applications, with the Companies accepting withdrawals of such applications until 5 p.m. on 20 June 2025. Investors should seek their own legal advice in regard to such withdrawal rights. Investors who wish to withdraw their applications under the Offer by the Companies should contact Beringea LLP ("Beringea") at 55 Drury Lane, London WC2B 5SQ or by telephone (020 7845 7820) or email ([email protected]) (no investment advice can be given). Withdrawals of applications can be made by post, telephone or by email.
Copies of this Supplementary Prospectus and the Prospectus may be viewed on the National Storage Mechanism (NSM) of the FCA at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, and this Supplementary Prospectus and the Prospectus are available free of charge from the offices of the Companies' investment manager, Beringea LLP ("Beringea"), 55 Drury Lane, London, England WC2B 5SQ (telephone 020 7845 7820, email [email protected]), and the Companies' website: https://www.proveninvestments.co.uk/.
On 6 June 2025, ProVen VCT plc ("PVN") announced its financial results for the year ended 28 February 2025 (the "PVN 2025 Accounts"). The auditor of PVN, BDO LLP, has reported on the PVN 2025 Accounts without qualification and without statements under sections 495 to 497 of the 2006 Act.
The PVN 2025 Accounts were prepared in accordance with Financial Reporting Standard 102, the fair value rules of the 2006 Act and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts". The PVN 2025 Accounts contain a description of the financial condition of PVN, changes in the financial condition and results of operation for the financial year ended 28 February 2025 and are being incorporated by reference into this Supplementary Prospectus. In the PVN 2025 Accounts, PVN reported that as at 28 February 2025 its net assets were £168,981,000, giving a net asset value per Share of 62.9p.
Copies of the PVN 2025 Accounts can be obtained free of charge from the offices of Beringea and are available at the website of the Companies: (https://www.proveninvestments.co.uk/). The parts of the PVN 2025 Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.
On 6 June 2025, ProVen Growth and Income VCT plc ("PGI") announced its financial results for the year ended 28 February 2025 (the "PGI 2025 Accounts"). The auditor of PGI, BDO LLP, has reported on the PGI 2025 Accounts without qualification and without statements under sections 495 to 497 of the 2006 Act.
The PGI 2025 Accounts were prepared in accordance with Financial Reporting Standard 102, the fair value rules of the 2006 Act and the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts". The PGI 2025 Accounts contain a description of the financial condition of the Companies, changes in the financial condition and results of operation for the financial year ended 28 February 2025 and are being incorporated by reference into this Supplementary Prospectus. In the PGI 2025 Accounts, PGI reported that as at 28 February 2025 its net assets were £156,822,000, giving a net asset value per Share of 50.2p.
Copies of the PGI 2025 Accounts can be obtained free of charge from the offices of Beringea and are available at the website of the Companies (https://www.proveninvestments.co.uk/). The parts of the PGI 2025 Accounts which are not incorporated into this Supplementary Prospectus by reference are either not relevant for investors or are covered elsewhere in this Supplementary Prospectus or the Prospectus.
To the extent that there is any inconsistency between any statement in or incorporated by reference in this Supplementary Prospectus and any other statement in or incorporated by reference in the Prospectus, the statements in or incorporated by reference in this Supplementary Prospectus will prevail.
The information set out below relating to PVN is incorporated by reference in this document and is available as indicated above:
| Information incorporated by reference from the PVN 2025 Accounts | Page no |
|---|---|
| Company Information | 81 |
| Fund Overview | 3 |
| Chair's Statement | 4 |
| Investment Manager's Review | 8 |
| Investment Portfolio and Review of Investments | 14 |
| Investment Activity | 12 |
| Directors' Report | 36 |
| Statement of Corporate Governance | 40 |
| Directors' Remuneration Report | 46 |
| Independent Auditors' Report | 50 |
| Income Statement | 58 |
| Statement of Changes in Equity | 59 |
| Statement of Financial Position | 62 |
| Statement of Cash Flows | 63 |
| Notes to the Accounts | 64 |
|---|---|
The information set out below relating to PGI is incorporated by reference in this document and is available as indicated above:
| Information incorporated by reference from the PGI 2025 Accounts | Page no |
|---|---|
| Company Information | 81 |
| Fund Overview | 3 |
| Chair's Statement | 4 |
| Investment Manager's Review | 8 |
| Investment Portfolio and Review of Investments | 14 |
| Investment Activity | 12 |
| Directors' Report | 36 |
| Statement of Corporate Governance | 40 |
| Directors' Remuneration Report | 46 |
| Independent Auditors' Report | 50 |
| Income Statement | 58 |
| Statement of Changes in Equity | 59 |
| Statement of Financial Position | 62 |
| Statement of Cash Flows | 63 |
| Notes to Accounts | 64 |
The key headline figures regarding PVN are set out below:
| Total net assets (£000) | 168,981 |
|---|---|
| Changes in net assets (£000) | 1,056 |
| Net asset value per Share (p) | 62.9 |
| Dividends paid/proposed for the year/ period (per Share) | 3.25p/3.25p |
The key headline figures regarding PGI are set out below:
| Total net assets (£000) | 156,822 |
|---|---|
| Changes in net assets (£000) | (8,718) |
| Net asset value per Share (p) | 50.2 |
| Dividends paid/proposed for the year/ period (per Share) | 2.75p/2.75p |
As a result of the publication of the PVN 2025 Accounts and the PGI 2025 Accounts, the summary document which forms part of the Prospectus is hereby supplemented as follows:
4.1 The Key financial information regarding PVN is set out below:
| Description | Year ended 28 February 2025 (audited) |
|---|---|
| Total income before operating expenses (£'000) | 6,870 |
| Net profit/loss on ordinary activities before taxation | 2,496 |
| (£'000) | |
| Performance fee (accrued/paid) (£'000) | Nil |
| Investment/management fee (accrued/paid) (£'000) | 3,459 |
| Any other material fees (accrued/paid) to service | 915 |
| providers (£'000) | |
| Earnings per Ordinary Share (p) | 0.9 |
| Dividends per Ordinary Share (p) (paid in the | 3.25/3.25 |
| year/period) | |
| Net total assets (Ordinary Shares) (£'000) | 168,981 |
| NAV per Ordinary Share (p) | 62.9 |
| Description | Year ended 28 February 2025 (audited) |
|---|---|
| Total income before operating expenses (£'000) | (1,607) |
| Net profit/loss on ordinary activities before taxation | (5,770) |
| (£'000) | |
| Performance fee (accrued/paid) (£'000) | Nil |
| Investment/management fee (accrued/paid) (£'000) | 3,312 |
| Any other material fees (accrued/paid) to service | 851 |
| providers (£'000) | |
| Earnings per Ordinary Share (p) | (1.9) |
| Dividends per Ordinary Share (p) (paid in the | 2.75/2.75 |
| year/period) | |
| Net total assets (Ordinary Shares) (£'000) | 156,822 |
| NAV per Ordinary Share (p) | 50.2 |
As a result of the publication of the PVN 2025 Accounts, the paragraph headed "Significant Change since 29 February 2024" (in the part of the Registration Document entitled "Part 4– Financial Information on the Companies" on page 20) is supplemented as follows:
"There has been no significant change to the financial position of ProVen VCT which has occurred since 28 February 2025 (being the end of the last financial period for which audited financial statements have been published by ProVen VCT)."
As a result of the publication of the PGI 2025 Accounts, the paragraph headed "Significant Change since 29 February 2024" (in the part of the Registration Document entitled "Part 4– Financial Information on the Companies" on page 22) is supplemented as follows:
"There has been no significant change to the financial position of PGI VCT which has occurred since 28 February 2025 (being the end of the last financial period for which audited financial statements have been published by PGI VCT)."
Save as disclosed in this document there has been no significant new matter relating to the Companies since the publication of the Prospectus.
Dated: 18 June 2025
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