ProVen VCT plc (PVN) and ProVen Growth and Income VCT plc have issued 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. Alongside the merger, ProVen has launched an offer for subscription targeting up to £30 million in new ordinary shares, with an over-allotment facility of a further £10 million, open across the 2026/2027 and 2027/2028 tax years. Both developments are being watched by investors as a significant consolidation move in the UK VCT sector.

Key Points

  • ProVen VCT plc (PVN) and ProVen Growth and Income VCT plc are proposing a 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 Consideration Shares, with the effective date targeted for 17 December 2026
  • ProVen has launched an offer for subscription to raise up to £30 million, plus an over-allotment facility of up to £10 million, closing no later than 30 April 2027 for the 2027/2028 tranche
  • Investors should watch the ProVen General Meeting on 9 December 2026, where shareholder approval of both the merger and related party transactions with manager Beringea will be sought

Merger Structure: PGI Assets Transfer to ProVen via Section 110 Scheme on 17 December 2026

The merger will be implemented through a scheme of reconstruction under section 110 of the Insolvency Act 1986, meaning it falls outside the provisions of the Takeover Code. PGI shareholders will receive new ProVen Consideration Shares calculated by reference to the respective net asset values of both companies, structured to avoid dilution for either shareholder base. If the merger completes, Anna Kuriakose, currently a director of PGI, will join the ProVen board. Consideration Shares are expected to be admitted to trading on the London Stock Exchange's main market at 8 a.m. on 18 December 2026, with CREST accounts credited the same day.

Beringea Fee Reductions and £250,000 Annual Cost Savings Agreed as Part of Merger Terms

As part of the merger, Beringea's annual administration fee will be reduced by £110,000 per annum — approximately 25% — for the first two financial years following completion, falling from an aggregate £438,000 to £328,000. The annual expenses cap will reduce from 2.9% to 2.8% of net assets from 1 March 2027. The announcement states that, based on current financial year costs, fee savings from the revised management arrangements would equate to approximately £250,000 annually, with a further approximately £540,000 expected from other administrative cost reductions. The performance fee structure is also being simplified, with no fee payable until total return exceeds 5% per annum on a rolling five-year basis.

ProVen Offer for Subscription Opens at £30 Million Target Across Two Tax Years

ProVen's offer for subscription opened on 13 November 2026 and seeks to raise up to £30 million in new ordinary shares, with an over-allotment facility of up to £10 million. Early applicants who held an existing shareholding in either ProVen VCT on 13 November 2026 and whose applications form part of the first £10 million received by 9 a.m. on 11 January 2027 will receive additional shares equivalent to 1% of the amount subscribed, with the cost met by Beringea as manager. The offer is not conditional upon the merger becoming effective, meaning it proceeds independently regardless of shareholder vote outcomes.

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

Alongside the merger and offer, ProVen VCT will reduce its share buyback discount from 5% to 2.5% of net asset value for all buybacks occurring after the launch of the offer, a move the announcement describes as best-in-class. The combined vehicle, drawing on a track record spanning more than two and a half decades according to the circular, is positioned to become the third-largest VCT in the UK market based on published data as at 12 November 2026. Scale is cited as increasingly important following recent VCT policy changes including the extension of the sunset clause, higher investment limits, and a reduction in upfront tax relief.