ProVen Growth & Income VCT plc
Interim Management Statement
for the three months ended 30 November 2012
In accordance with Rule 4.3 of the Disclosure and Transparency Rules of the UK Listing Authority, ProVen Growth & Income VCT plc presents an Interim Management Statement for the three month period ended 30 November 2012. The statement also includes relevant financial information between the end of the period and the date of publication of this statement.
Performance
Ordinary Shares
| Unaudited 30 Nov 2012 | Unaudited 31 Aug 2012 | Unaudited 31 May 2012 | Audited 29 Feb 2012 | |
| Pence | Pence | Pence | Pence | |
| Net Asset Value | 80.1 | 78.5 | 82.7 | 79.7 |
| Dividends paid * | 18.6 | 18.6 | 14.1 | 14.1 |
| Total Return | 98.6 | 97.1 | 96.8 | 93.8 |
* Dividends paid represents dividends paid in respect of the Original 'C' Shares between their launch in 2006 up until their conversion in 2009 and as Ordinary Shares since the 'C' Share conversion. 'C' Shares were converted into Ordinary Shares on a one for one basis in 2009.
Historic performance for the former 'D' Shares, which were converted into Ordinary Shares in October 2012, has not been presented.
Quoted investments are valued at the closing bid price at 30 November 2012. Unquoted investments are valued at fair values established using the International Private Equity and Venture Capital Valuation Guidelines.
'D' Share Conversion
Following approval at the Shareholder meetings held on 24 October 2012, the 'D' Shares were converted into Ordinary Shares on 30 October 2012. 'D' Shareholders received approximately 1.1427 Ordinary Shares for each 'D' Share previously held.
Dividend
No dividends were paid or declared in the three months to 30 November 2012 or in the period from 1 December 2012 to the date of publication of this statement.
Investment portfolio summary at 30 November 2012
| Valuation | |
| £'000 | |
| Venture capital investments | |
| Espresso Group Limited | 2,584 |
| Fjordnet Limited | 2,465 |
| Donatantonio Limited | 2,175 |
| Cognolink Limited | 1,732 |
| Charterhouse Leisure Limited | 1,391 |
| Utility Exchange Online Limited | 1,277 |
| Matssoft Limited | 1,229 |
| Blis Media Limited | 1,125 |
| Inskin Media Limited | 1,115 |
| Chess Technologies Limited | 906 |
| Other investments | 6,706 |
| 22,705 | |
| Cash at bank and other liquid funds | 11,859 |
| Total | 34,564 |
Investment activity during the three month period ended 30 November 2012
Investment additions
| £'000 | |
| Cognolink Limited | 1,732 |
| Inskin Media Limited | 1,115 |
| Utility Exchange Online Limited | 462 |
| Speed-Trap Holdings Limited | 233 |
| Senselogix Limited | 6 |
| 3,548 |
Investment disposals
| Cost | Market value at 1 Sep 2012 | Disposal proceeds | Gain Against cost | Realised gain in period | |
| £'000 | £'000 | £'000 | £'000 | £'000 | |
| Cross Solar PV Limited | 75 | 75 | 75 | - | - |
| Sports Holdings Limited | 3 | 3 | 3 | - | - |
| 78 | 78 | 78 | - | - |
Investment activity from 1 December 2012 to the date of publication of this statement.
Investment additions
| £'000 | |
| Skills Matter Limited | 867 |
| Fjordnet Limited | 551 |
| Matssoft Limited | 265 |
| 1,683 |
Investment disposals
| Cost | Market Value at 1 Sep 2012 | Disposal proceeds | Gain against cost | Realised gain in period | |
| £'000 | £'000 | £'000 | £'000 | £'000 | |
| Campden Media Limited | 83 | 83 | 83 | - | - |
Proposed enhanced share buyback
The Company announces that it is planning to launch an Enhanced Share Buyback facility ("ESB") to shareholders. The ESB will provide a means for existing shareholders to apply to tender some or all of their existing Ordinary Shares (subject to scaling back) to the Company at the last published net asset value, with the sales proceeds being used to subscribe for new Ordinary Shares in the Company. The new shares will be subscribed for at a small premium above net asset value to contribute towards the costs of the ESB. The ESB therefore provides a shareholder with the opportunity to retain almost all of his or her investment in the Company, while obtaining new VCT income tax relief of up to 30 per cent of the amount subscribed (subject to shareholders' personal circumstances, annual investment limits and reducing the income tax liability to nil). Participation in the ESB may not be suitable for all shareholders and, therefore, shareholders intending to participate in the ESB are recommended to consult with their adviser as to whether it is appropriate for them to do so.
Implementation of the ESB will be subject to shareholder approval of authorities to be proposed at a general meeting of the Company to be convened. Further details, including a circular and ESB application form, will be sent to shareholders in due course.
Changes to share capital
| Ordinary Shares of 1.6187p each | 'D' Shares of 1p each | ||
| As at 1 September 2012 | 33,737,573 | 8,217,514 | |
| Shares bought back during 3 months to 30 November 2012 | (10,470) | - | |
| Share conversion on 30 October 2012 | 9,280,949 | (8,217,514) | |
| As at 30 November 2012 | 43,008,052 | - |
From 1 December 2012 to the date of this announcement, 58,000 New Ordinary Shares were bought back and cancelled.
Material events
Other than as described above, there were no material events during the period from 1 September 2012 to 30 November 2012 or in the period from 1 December 2012 to the date of publication of this statement.