ProVen VCT plc (PGOO) and ProVen Growth and Income VCT plc have published a joint circular recommending a merger of the two Venture Capital Trusts, with shareholder votes scheduled for December 2026. The combined entity is expected to become the third-largest VCT in the UK market based on published data as at 12 November 2026. Simultaneously, ProVen VCT has launched an offer for subscription seeking to raise up to £30 million in new ordinary shares, with an over-allotment facility of up to a further £10 million. Both initiatives are managed by Beringea LLP, the investment manager to both funds.

Key Points

  • ProVen VCT plc (PGOO) and ProVen Growth and Income VCT plc are proposing a recommended merger via a scheme of reconstruction under section 110 of the Insolvency Act 1986
  • PGI's assets and liabilities will transfer to ProVen in exchange for new ProVen shares calculated by reference to respective net asset values, with no dilution to shareholders of either company
  • The merger is expected to deliver approximately £250,000 in annual manager fee savings and approximately £540,000 in other administrative cost savings based on the current financial year
  • Investors should watch the ProVen General Meeting on 9 December 2026 and the PGI second General Meeting on 17 December 2026 for shareholder approval outcomes

Merger Structure: PGI Assets Transfer to ProVen Under Section 110 Scheme with NAV-Based Share Exchange

The merger will be implemented as a scheme of reconstruction under section 110 of the Insolvency Act 1986, whereby all assets and liabilities of ProVen Growth and Income VCT plc will transfer to ProVen VCT plc. Consideration Shares in ProVen will be issued to PGI shareholders, calculated by reference to the respective net asset values of both companies to avoid dilution on either side. The transaction falls outside the provisions of the Takeover Code. If the merger completes, Anna Kuriakose, currently a director of PGI, will join the board of ProVen. The effective date for the transfer is scheduled for 17 December 2026, with Consideration Shares admitted to trading on 18 December 2026.

Beringea Fee Restructuring and Related Party Transactions Require ProVen Shareholder Approval

As part of the merger, ProVen's fee arrangements with Beringea will be amended, constituting relevant related party transactions under the UK Listing Rules. The annual administration fee will reduce by £110,000 — approximately 25% — for the first two financial years following the merger. The annual management fee will apply at a reduced rate of 1.0% per annum on surplus cash above £40 million and 1.75% per annum on net assets exceeding £500 million. The annual expenses cap will fall from 2.9% to 2.8% from 1 March 2027. A revised performance fee structure requires ProVen's total return to exceed 5% per annum over a rolling five-year period before any fee is payable, replacing the current 20%-of-entire-return arrangement with 15% of excess return above the hurdle.

ProVen VCT Opens £30 Million Offer for Subscription with Early-Bird Bonus Shares for Existing Investors

ProVen VCT has simultaneously published a prospectus for an offer for subscription covering the 2026/2027 and 2027/2028 tax years, targeting up to £30 million in new ordinary shares with an over-allotment facility of up to £10 million. The offer opened on 13 November 2026 and closes no later than noon on 2 April 2027 for the 2026/2027 tranche. Existing ProVen VCT or PGI shareholders applying within the first £10 million of valid applications before 9 a.m. on 11 January 2027 will receive additional shares equivalent to 1% of the amount subscribed, funded by Beringea. All other early applicants within the same £10 million threshold will receive a 0.5% bonus.

Buyback Discount Halved to 2.5% NAV as ProVen Targets Third-Largest VCT Status

Alongside the merger and offer, ProVen VCT announced it will reduce its share buyback discount to net asset value from 5% to 2.5% for all buybacks occurring after the launch of the offer, which the company describes as a best-in-class rate. The boards note that the combined vehicle would rank as the third-largest VCT in the UK market based on published data as at 12 November 2026, with a track record spanning more than two and a half decades. Investors may be watching whether the enlarged scale translates into the fundraising efficiency and reduced per-share costs that the boards have outlined as the primary rationale for the transaction.