ProVen VCT plc (LEI: 21380091P1TTU2Z2AW75)
ProVen Growth and Income VCT plc (LEI: 213800K1RM776QM8XG84)
(together the "Companies" and each being a "Company")

6 November 2024

Publication of Prospectus

The Companies announce that they have today published a Prospectus (comprising a Securities Note, Registration Document and Summary) in respect of an offer for subscription to raise up to ￡30,000,000 in aggregate by way of an issue of new ordinary shares in the Companies ("New Ordinary Shares"), with an over-allotment facility of up to a further ￡10,000,000 in aggregate (each Company raising a maximum of ￡20,000,000 including the over-allotment facility), payable in full in cash on application (the “Offer”).

The Offer opens on 6 November 2024 and will close not later than 5.00 p.m. on 3 April 2025 in respect of the 2024/2025 Offer and not later than 5.00 p.m. on 30 April 2025 in respect of the 2025/2026 Offer, or as soon as the Offer is fully subscribed. The directors of each of the Companies may decide to extend the 2025/2026 Offer in respect of their Company at their absolute discretion to a date no later than 5 November 2025.

Applicants (and their spouses/civil partners) who had an existing shareholding in one of the Companies on 5 November 2024, and whose valid Application is accepted (including cleared funds) in the months listed in the table below and which forms part of the first ￡5 million of valid Applications for each Company, will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to the percentages of the amount subscribed set out in column marked (A) in the table below for that month.

All other Applicants whose valid Application is accepted (including cleared funds) in the months listed in the table below and which forms part of the first ￡5 million of valid Applications for each Company, will be entitled to additional New Ordinary Shares with an aggregate subscription price equivalent to the percentages of the amount subscribed set out in column marked (B) in the table below.

The subscription price of the additional New Ordinary Shares to be received by early applicants will be met by Beringea LLP, the Companies' investment manager ("Beringea").

Pursuant to an agreement dated 6 November 2024 between, inter alia, the Companies and Beringea, Beringea will receive a fee (the "Fee") for acting as promoter of the Offer equal to three and a half (3.5) per cent. of the gross funds raised under the Offer from applications received directly from investors and three (3) per cent. of the gross funds raised under the Offer from applications received through a financial adviser or an execution-only broker. Out of the Fee Beringea will pay all costs, agreed between the Companies and Beringea, including charges and expenses, of or incidental to the Offer.