By backing innovative businesses, our VCTs allow you to invest in the growth of early-stage companies
Business overview
| Location | London, United Kingdom |
|---|---|
| Social media | |
| Website | www.proveninvestments.co.uk |
| Sectors | Finance & Payments Mixed Digital/Non-Digital Mixed B2B/B2C |
| Company number | 03911323//04125326 |
| Incorporation date | 18 Jan 2000 |
Business highlights
- Two of the UK’s largest and longest-standing VCTs
- Portfolio of 54 companies, including DASH Water
- Generous tax reliefs available to investors
- Managed by Beringea, an award-winning VC firm
Pitch
Introduction to the Fund Manager
Beringea is an award-winning transatlantic venture capital firm with over $900m under management across its funds in the UK and the US.
The firm is led by a highly experienced partnership, including Malcolm Moss, Stuart Veale, and Karen McCormick, who together comprise the investment committee for its UK funds. Together, these three partners have more than 80 years of experience in venture capital and private equity.
In the UK, Beringea has managed the ProVen Venture Capital Trusts (ProVen VCTs) – two of the UK's largest and longest-standing VCTs – since their launch in the early 2000s. Today, the ProVen VCTs collectively manage more than £340m across 54 portfolio companies.
Over the past two decades, Beringea and the ProVen VCTs have together backed entrepreneurial success stories such as Monica Vinader, Mergermarket, Watchfinder, and Chargemaster.
Investment Strategy
The ProVen VCTs invest in growth companies with proven commercial traction, a substantial market opportunity, and an experienced management team with the potential to scale successfully.
Typically, the ProVen VCTs make an initial investment of £3m-£5m at Series A or Series B, with the potential to provide follow-on funding as companies demonstrate successful growth and further opportunities for investment.
As a generalist investor, Beringea has the capacity to back companies across a range of markets, providing valuable diversification to the ProVen VCTs. In recent years, investments have spanned emerging technologies and sectors such as fintech and software-as-a-service as well as established industries such as retail and consumer, healthcare, and media.
Beringea’s transatlantic footprint provides an important asset both when sourcing deals and supporting the portfolio. In an environment where many venture capital firms are competing for deals, the ability to offer both strategic guidance and hands-on support for scaling into the world’s largest economy has proven to be a valuable asset.
Portfolio
The ProVen VCTs have a diversified portfolio of 54 companies, including:
DASH Water: one of the UK’s fastest-growing beverage brands known for its innovative use of wonky fruit and veg to flavour its seltzer drinks.
www.dash-water.com
MOTH: one of the UK’s leading ready-to-drink cocktail brands.
www.mothdrinks.com
Farmer J: the fast-casual restaurant chain that serves nutritious food sourced from high-welfare farms.
www.farmerj.com
CreativeX: an AI-enabled platform used by the likes of Google, Meta, Amazon and Nestlé to analyse the performance of visual marketing, which raised $25m in its Series B in 2022.
www.creativex.com
Gorilla: a technology company that enables energy retailers to gather and process vast amounts of critical data.
www.gorilla.co
MPB: one of the world’s best leading platforms for buying and selling pre-owned camera equipment, which raised £50m in its Series D in 2021.
www.mpb.com/en-uk.
Fund Terms
For individuals investing in the ProVen VCTs on the Republic Europe platform, the minimum aggregate amount they can invest is £500 and the maximum investment amount is £200,000, as the income tax relief available on VCTs is available on investments of up to £200,000 per tax year.
When it comes to the VCTs’ fees, they are split into initial fees, paid by the investor at the point of investment, and ongoing charges, paid annually by the VCT funds.
In summary, the initial fee for investors through the Republic Europe platform is 3%. During November 2024, the initial fee for existing investors is reduced to 2% and for new investors, it is reduced to 2.5%.
These are calculated by applying the relevant discount for early application (either 1% or 0.5%, please see the FAQ tab for more information).
Details of the initial fee and information about the ongoing charges can be found on the FAQ tab.
Please note, this is an advertisement and not a prospectus and investors should not subscribe for any transferable securities referred to in the advertisement except on the basis of information in the prospectus (which is made up of a Securities Note, Registration Document and Summary) which is available at www.proveninvestments.co.uk, as well as the documents section of this campaign.
FAQs
What are the tax incentives related to investing in a VCT?
Individuals who subscribe for new VCT shares may be able to take advantage of several tax benefits, including:
- Income tax relief of 30% on the initial investment. If the shares are sold within 5 years this will have to be repaid.
- Dividends paid by VCTs are tax free.
- No capital gains tax on the disposal of VCT shares.
Income tax relief is only available to UK taxpayers, on amounts invested up to a maximum of £200,000 per person, per tax year, and is restricted to the amount which reduces the investor’s income tax liability to nil. Please note these tax reliefs described are based on current legislation which may change, possibly retrospectively.
What are the minimum and maximum amounts I can invest?
The minimum amount you can invest is £500. There is no maximum investment amount, but income tax relief available on VCTs is only available on investments of up to £200,000 per tax year.
What fees are applicable to this investment?
The typical upfront fee for investing in the ProVen VCTs through a broker like Republic Europe is 5.5%. However, Republic Europe has decided to waive its 2.5% promoter fee. This means Republic Europe investors pay only 3%, which will be deducted from the amount invested.
How do the discounts for early application work?
Applicants (and their spouses) who are existing shareholders in one or both of the ProVen VCTs and submit their applications before 22 November 2024 (or, if earlier, the date the first £5m of valid applications for the relevant ProVen VCT fund are received), will be entitled to a 1% discount from the initial fee.
All other applications who submit their applications before 22 November 2024 (or, if earlier, the date the first £5m of valid applications for the relevant ProVen VCT fund are received) will be entitled to a 0.5% discount from the initial fee.
Ongoing charges
The Manager of the VCTs charges the funds management and administration fees.
The ProVen VCTs’ ongoing charges are as follows:
- Annual management fee: 2% of net asset value per annum for each VCT;
- Administration fees: £200,000 per annum for each VCT; and
- Performance fee: 20% of the increase in total return, once performance hurdles have been achieved.
Annual running costs are capped at 2.9% of net assets per annum for each VCT (note that this cap is inclusive of the annual management fee and administration fee outlined above but does not include the performance fee).
What is the ‘cash rebate’ I’ve heard you refer to?
Republic Europe is paid an annual promoter fee of 0.5% each year for 5 years. Of this 0.5% promoter fee, Republic Europe will maintain 0.4% as a fee for managing your investment, and the remaining 0.1% will be paid back to investors as a ‘cash rebate’. Republic Europe will likely make this payment to you at the same time as your dividend payment, subject to a minimum payment threshold.
Can I invest if I’m not a UK resident?
No. You can only invest if you are a UK resident and hold a UK National Insurance number. The UK National Insurance number is a mandatory requirement for investment in a VCT, as it is used by the VCT Registrar to report to the HMRC.
Even if your browser does allow you to invest, your investment will be cancelled at a later date if you do not meet the eligibility requirements of being a UK resident with a UK National Insurance number.
Why do you need my national insurance number?
We need your national insurance number as it is a mandatory requirement for an investment in a VCT, as it is used by the VCT Registrar to report to the HMRC.
When will the VCT shares be allotted?
It is expected that shares will be allotted for Republic Europe investors in December 2024.
What shares shall I receive?
Your investment amount (after the deduction of the initial fees described above) will be divided equally between the two ProVen VCTs, being ProVen VCT plc and ProVen Growth and Income VCT plc.
What happens once the shares have been allotted?
After the campaign closes, Republic Europe will pool all the invested funds and subscribe to shares in the VCT via a nominee account. Once this is complete, VCT tax certificates will be issued to all investors directly via email, not through their Republic Europe platform portfolio.
When will I receive my VCT tax certificate?
Following the allotment of shares, tax certificates to enable investors to claim the tax relief will be sent by email.
Will I get a dividend on my VCT investment?
Each ProVen VCT currently has a target dividend yield of approximately 5% of Net Asset Value (NAV) per annum. This target yield has been approximately achieved or exceeded by both VCTs for the last five financial years through the payment of dividends to the underlying investors twice a year during this period. Investors do not have to pay income tax on any dividends received.
The current objective of paying a dividend of approximately 5% of NAV each year is a target and there is no guarantee that this will be achieved or that any dividend will be paid. No forecast is implied.
Please note, past performance is not a reliable indicator of future results.
How will dividends be paid to Republic Europe investors?
Investors’ shares are held by Republic Europe as a nominee (via a broker) on behalf of the investors and any dividends will be paid in cash through the Republic Europe platform.
Why is there no 'cooling off' period?
The VCT share is a realisable security and all information required to make your investment is available upfront from publicly available documents, specifically from the securities note and other supporting documents that have been made available on the campaign page. Therefore there is no cooling-off period.
What are the key risks when investing in VCTs?
Please note that an investment in a VCT involves risk and is not suitable for everyone. Key risks are outlined below:
- Capital is at risk; you may lose part or all of your investment.
- VCT tax reliefs are subject to change, possibly retrospectively. Income tax relief is only available to UK taxpayers on amounts invested up to a maximum of £200,000 per person per tax year and is restricted to the amount which reduces the investor’s income tax liability to nil.
- VCTs should be considered as a long-term investment, if you sell your investment within 5 years you may have to repay the initial income tax relief.
- VCTs invest in smaller companies, which can fall or rise in value much more sharply than shares in larger, more established companies. They can also be more difficult to sell.
Republic Europe Platform Fee
Republic Europe charges investors an amount equal to 2.5% of investments, subject to a minimum of £5 and a maximum of £250. This fee is charged on top of investors’ investments at checkout.
Key Information
VCT Information
The company details of the venture capital trusts (the “VCTs”) to which this campaign relates are as follows:
- ProVen VCT plc (incorporated in England & Wales on 18 January 2000 under the Companies Act 1985 with Registered Number 03911323)
- ProVen Growth and Income VCT plc (incorporated in England & Wales on 14 December 2000 under the Companies Act 1985 with Registered Number 04125326)
- The manager of the VCTs is Beringea LLP.
- The receiving agent in respect of the offer is City Partnership (UK) Limited.
- The registrar of the VCTs is Link Asset Group.
Key information
Please refer to the “Documents” section of the campaign, which includes the application form in respect of this campaign (the “Application Form”) and the securities note pertaining to the offer of ordinary shares in the VCTs (the “Securities Note”).
By investing in this campaign, you acknowledge and agree that you have read, understood and agree to the terms of the Application Form and the Securities Note.
Application and data processing
Seedrs Nominees Limited (nominee entity of Seedrs Limited, trading as Republic Europe) will act as nominee for investors in this campaign, with shares in the VCTs held in a dedicated CREST account.
The Application Form will be submitted by Republic Europe to the receiving agent on your behalf. In so doing, we will be sending the information set out below, which includes certain of your personal data and your investment, to City Partnership (UK) Limited (in its capacity as receiving agent), the VCTs and Beringea LLP, in order for each of those entities to fulfill their obligations in respect of the Application Form and your investment. By investing in this campaign, you agree to be bound by the declarations made by “Applicants” (as defined in the Securities Note) under Section 6 of the Application Form, including in relation to the processing of your information as further set out in Part 7 of the Securities Note.
Please note the following in relation to the Application Form, in respect of (i) the information which will be included by Republic Europe; (ii) the options which will be selected by default as part of investing through the Republic Europe platform; and (iii) the differences between the terms of the offer as set out in the Securities Note and investing via Republic Europe:
- Section 1: Relates to the Republic Europe platform (via Seedrs Nominees Limited).
- Section 2: We will include investor details based on information we hold about each investor.
- Section 3: Application amounts will be split exactly 50:50 between each of the VCTs and only in respect of the Tax Year 2024/2025. Any amounts relating to a closed offer shall be returned to investors by bank transfer via Seedrs. Contrary to the Application Form, please note that the minimum investment amount for the purposes of investing through the Republic Europe platform is £500 (in aggregate across both VCTs).
- Section 4: Payment for this investment will be collected from investors via the Republic Europe platform in the usual way (and sent to the receiving agent).
- Section 5: Investors’ shares will be held by Seedrs Nominees Limited as nominee (via a broker) on behalf of investors; dividends will be paid in cash through the Republic Europe platform and the Dividend Reinvestment Scheme (as defined in the Securities Note) shall not apply to investments in the VCTs via Seedrs.
- Section 6: Contains the declarations which investors authorise Republic Europe to give on their behalf.
- Section 7: Seedrs Limited is the financial intermediary acting on investors’ behalf in connection with their investment into the VCTs.
- Section 8: Relates to fees charged by Republic Europe (please see below in relation to fees).
- Section 9: Relates to the Republic Europe platform (via Seedrs Nominees Limited).
Fees
The following fees apply to this investment:
1. Republic Europe platform investor fees: 2.5%
- Republic Europe charges investors an amount equal to 2.5% of investments, subject to a minimum of £5 and a maximum of £250. This fee is charged on top of investors’ investments at checkout.
2. Initial charge: 3%.
- These fees are calculated by taking the standard initial charge of 5.5% and applying a Republic Europe discount of 2.5%.
- There are additional discounts for early application investors and repeat investors (either 1% or 0.5%, please see the FAQ tab for more information).
This fee is taken as a proportion of your investment.
3. Annual management fee: 2.5%
- A fee of 2.5% of net asset value per annum for each VCT.
4. Annual rebate from Republic Europe: 0.1%
- Republic Europe is paid an annual fee of 0.5% by Beringea for 5 years, to which we pay a Republic Europe discounted rate of 0.1% directly back to investors in the form of cash. Republic Europe holds the discretion not to release this rebate until a reasonable threshold is reached to make the payment to investors viable.
5. Performance fee: 20%
- A fee of 20% of the increase in total return once performance hurdles have been achieved.
Tax
Please refer to Part 2 (Tax consideration for investors) of the Securities Note attached to the documents section of this campaign.
Investing in venture capital trusts can attract certain tax advantages, including, for qualifying investors, 30% initial income tax relief for VCT subscriptions up to £200,000 per annum (provided shares are held for a minimum of five years and is limited to the amount which reduces your income tax liability to nil), tax-free dividends and no capital gains on realisation. Please note these tax benefits depend on individual circumstances and are based on current regulations, which are subject to change, possibly retrospectively.
Transferability
As shares in the VCTs are listed on the London Stock Exchange, shares purchased via Republic Europe will be held by Seedrs Nominees Limited through a broker. Shares will not be traded on the Republic Europe secondary market.
Whilst listed shares are freely transferable, please note (i) that there is a minimum holding period of five years in relation to the tax benefits (please see Tax section above); and (ii) the following fees apply in respect of transactions through the broker:
The following fees are typically associated with selling publicly traded shares:
- Carry Fee: you will be charged a 5% (unless otherwise stated) carry fee on any profit you make per investment made (after broker fees).
- Broker Fee: £30 administration charge plus commission of 0.75% on consideration (with a minimum of £30.00). For sales of consideration over £10,000, there is a £1 Panel of Takeovers and Mergers (PTM) levy fee.
However, it is worth noting that these fees may not apply to all public companies. When you submit your sale order, all the fees will be disclosed on the checkout page and we advise you to carefully read through them before submitting your sale order.
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