ProVen VCT Courts Merger With Sister Trust as Share Placement Lifts Capital Base

ProVen VCT confirms it is exploring a combination with ProVen Growth and Income VCT, sending shares down 2.6% to 0.5550 GBP.

ProVen VCT plc has confirmed it is exploring a combination with its sister vehicle, ProVen Growth and Income VCT plc, setting the stage for what would be a significant consolidation in the UK venture capital trust space. The announcement, made on Tuesday, drew a muted market response, with the shares easing 2.6% to 0.5550 GBP.

The proposed tie-up is designed to deliver a leaner corporate structure, meaningful cost savings and smoother administration. Beyond those efficiencies, the enlarged entity would gain greater scale in the venture capital investment market.

Mechanics of the Transaction

The deal would be carried out through a formal restructuring under Section 110 of the Insolvency Act 1986. Under that framework, all assets and liabilities of ProVen Growth and Income VCT would transfer to ProVen VCT, with shareholders of the transferring trust receiving new ordinary shares in ProVen VCT in return.

Those new shares would be allotted strictly in line with the relative net asset values of the two companies. Shareholder approval from both venture capital trusts is a prerequisite, and the transaction cannot be completed legally until investors have voted in favour.

Subscription Offers and Forward Timetable

Both trusts' existing subscription offers are set to close on 30 September as planned. Should shareholders greenlight the merger, ProVen VCT intends to launch fresh subscription offers later in the year, spanning the 2026/27 and 2027/28 tax years. The aim is to secure new capital early for future investments in growth companies.

Recent Share Issuance Bolsters Capital

The merger talks follow hot on the heels of a capital-raising step. On Friday 11 September, the company issued 1,148,536 new ordinary shares at 10 pence each, under the original subscription offer that launched on 17 November 2025.

Of that total, 1,141,293 shares were placed at an average price of 61.41 pence, while a further 7,243 shares were issued to settle commission payments. The pricing was derived from a net asset value of 59.5 pence as at 31 May, a figure that had been adjusted for a 1.6 pence dividend paid on 14 August.

That dividend — a final distribution of 1.6 pence per share for the financial year ended 28 February — reduced the relevant net asset value from 61.1 pence per share, which itself had stood at 60.5 pence as at 28 February before the payout was accounted for.

Voting Rights and Total Capital

With the new shares registered, ProVen VCT's total issued share capital has risen. The number of voting ordinary shares now stands at 298,575,634. The company continues to hold no shares in treasury, according to its own disclosures, following a buyback and cancellation on 27 August; a regulatory filing confirmed a zero treasury holding as at 31 August.

For shareholders, the updated total voting rights figure now serves as the reference point for future notifiable shareholding thresholds. The latest allotment sits within a broader series of capital management moves by the trust.

Looking ahead, a completed combination with ProVen Growth and Income VCT — which itself has more than 328 million shares in issue — would expand ProVen VCT's capital and asset base considerably. The shares are currently 12% below their 52-week high, and the market has not attributed Tuesday's decline to any company-specific development, coming as it does after a run of routine capital management steps.