d3o makes an impact

D3O MAKES AN IMPACT

MAGAZINE FOR THE PROVEN VCTs AUTUMN 2015

PORTFOLIO NEWSPAGE 4-5

RECENT INVESTMENTS PAGES 6-9

NEW SHAREOFFERPAGE 11

VCTs

FINALNOVNEWSLETTER251115.indd 1 27/11/2015 13:26

PROVEN NEWS

Welcome to ProVen News 3

Portfolio News 4-5

D3O 6-7

InContext 8

Sealskinz 8-9

Big Data Partnership 9

Shareholder Event 10

VCT Sector Focus 10

Share Offer 11

ProVen Legacy 11

MARIA WAGNERMaria is responsible for sourcing investments, executing deals and monitoring portfolio companies. She is currently a board observer for Monica Vinader, Watchfinder and SwitchmyBusiness.

Maria was previously Managing Director of Birchbox UK, a beauty ecommerce and subscription business. Prior to this, she was on the investment teams at Virgin Group and GMT Partners, where she made investments and monitored portfolio companies, mainly in the digital and media sectors. Maria began her career as an analyst at Goldman Sachs and an Engagement Manager at McKinsey in New York.

Maria has an MBA from Harvard Business School and a Bachelor’s degree in Economics from MIT.

ROB DAGGERRob is responsible for sourcing and analysing new deals, due diligence on potential investments and monitoring portfolio companies.

Prior to Beringea, Rob worked as a senior consultant in Deloitte’s strategy practice, focusing primarily on projects for technology and media organisations.

Rob holds a BSc in Management from LSE.

LILLIAN LILillian is responsible for sourcing and analysing new deals, due diligence on potential investments and monitoring portfolio companies.

Prior to joining Beringea, Lillian was an Associate Consultant at L.E.K. Consulting based in both London and Boston. While there she focused on technology, consumer products, healthcare and private equity practices.

Lillian has lived and worked in the US, UK and Asia. She holds a BA Hons in Economics from Cambridge University and a MSc in International Development GARETH HEWINS

Gareth is responsible for overseeing all internal and external reporting for Beringea’s funds.

Prior to joining Beringea, Gareth qualified as a chartered accountant with Ernst & Young LLP, where he worked across their assurance and corporate finance divisions.

Gareth has a degree in Accounting, Auditing and Finance from Lancaster University.

WELCOME TO THE TEAMBeringea, manager of the ProVen VCTs, is pleased to welcome four new team members: Investment Director Maria Wagner, Investment Analysts Lillian Li & Rob Dagger and Fund Accountant Gareth Hewins.

CONTENTS


Welcome to the latest editionof ProVen News

Providing growth capital to dynamic UK businesses that we believe offer real potential for rapid expansion has always been at the heart of the ProVen VCTs’ investment strategy. This approach is also totally consistent with the central objective of the new VCT regulations which have recently been introduced at the behest of the European Commission, which is that all VCT investments made under the new rules should be for the “Growth and Development” of the company receiving the investment. Consequently, we do not believe that the new VCT rules will have a significant impact on the ProVen VCTs’ ability to continue to execute successfully its existing investment strategy.

The changes to the VCT regulations are reviewed in VCT Sector Focus on page 10, although the detail is quite complex. If you have any further questions, please ask your financial adviser or contact us here at Beringea

Since our spring issue we have made two new investments into exciting UK companies. The ProVen VCTs have invested in D3O, the smart materials business (see pages 6&7) and outdoor accessories company Sealskinz (pages 8-9). We have also made some significant follow on investments into existing portfolio companies to help support their growth. Details of follow on investments in Big Data Partnership and Incontext Solutions can be found on pages 8&9. 2015 is proving to be a strong year for investment for the VCTs and we are seeing some really exciting developments amongst the portfolio companies.

As well as adding to the portfolio we were delighted to welcome four new team members (opposite). Maria, Lillian, Rob and Gareth are all talented professionals with great experience in their fields and will provide further expertise and strength to our team.

“Sed ut perspiciatis unde omnis iste natus error sit voluptatem accusantium

doloremque laudantium, totam rem aperiam, eaque ipsa quae ab illo”.

STUART VEALEMANAGING DIRECTOR

“This year, in response to demand and the strong pipeline of exciting investment opportunities

we are seeing, I am pleased to say we will be launching a £30million offer for investment into

ProVen VCT.”

STUART VEALEMANAGING PARTNER

Our limited life VCT, ProVen Planned Exit, is approaching the end of its planned term. Over the last six months we have made a number of successful realisations and I am pleased to announce the payment of an enhanced interim dividend of 30p per Ordinary Share that was paid on 23 October 2015 to Shareholders on the register as at 9 October 2015. No dividend was payable on the ‘A’ Shares. This takes the overall Ordinary Share dividends paid to 57.0p, or over 80% of a Shareholder’s investment cost (net of 30% initial income tax relief). We are now focussed on achieving realisations for the remaining investments so that the Company can proceed to an orderly wind up and liquidation.

Last year, demand for VCT investment was exceptionally high and both of the ProVen VCTs’ offers were fully subscribed before the end of the tax year. We did everything we could to accommodate existing investors but I understand some were left disappointed when demand outstripped supply. This year, in response to demand and the strong pipeline of exciting investment opportunities we are seeing, I am pleased to say we have launched a £30 million offer for investment into ProVen VCT. Further details of this offer, along with details of existing shareholder ‘early bird’ discounts have been sent to shareholders. If, however, you would like to register for more information please contact us. There is also more detail on the offer on page 11. Please note that VCT investment is not suitable for everyone and if you are considering investing please do speak to your financial adviser.

I am pleased to say that this year’s Shareholder Event at the British Library was well attended and, feedback tells us, was very well received by our shareholders. This year, in response to shareholder requests, the majority of the presentations were videoed and are now available in the shareholder area of our website - www.provenvcts.co.uk. Further information can also be found on page 10.

The ProVen VCTs are committed to keeping shareholders up-to-date and we do also send regular email news to all shareholders who have provided us with an email address. If you would like to be added onto the distribution list please contact [email protected]. Please note we will not share your email address with third parties.

Stuart Veale Managing Partner

PROVEN PLANNED EXIT VCT PLC

Interim dividend of 30p per Ordinary Share* *Paid on 23 October 2015 to Shareholders on the register as at 9

October 2015. (No dividend payable on the ‘A’ Shares.) 3


PORTFOLIO NEWS

4

This Autumn Monica Vinader opened its doors on its first boutique in Seoul, South Korea.

Situated on the highly prominent Gangnam Street, the new store will house a full range of friendship, gemstone and diamond collections, complete with complimentary, same day in-store engraving services. From the striking brass façade to the wooden parquet flooring, the boutique boasts classic Monica Vinader styling, while Tom Dixon furniture adds to an atmosphere of vintage glamour.

Monica Vinader’s unique designs have a diverse celebrity following including Emma Watson, Olivia Palermo and the Duchess of Cambridge. The company is particularly famous for its iconic friendship bracelets, vibrant gemstones and cutting-edge diamond pieces.

“Our ambition is to be a truly global brand with a home in every fashion capital, so we’re extremely proud to be opening a boutique in South Korea, alongside some of the world’s leading brands. I can’t wait to welcome our Korean following to their very own MV base” – Monica Vinader, CEO & Founder

ProVen portfolio company Skills Matter has moved into its new office facilities in the centre of the City. The ‘Code Node’ building, which is situated near Liverpool Street Station, provides the innovative tech publishing and events company with excellent conference and collaboration spaces. Every year, in partnership with the world’s leading software developers, technologists and agilists, Skills Matter runs 30 major conferences, hosts more than 50 user groups and organises hundreds of free meetups, hackathons and expert training sessions.

Skills Matter has been a trailblazer in the growth of London’s Tech City and is an advisor to the Tech City advisory board, chaired by the Prime Minister’s Office at No. 10 Downing Street.

Watchfinder has won ‘Watch Retailer of the Year’ at the Retail Jeweller Awards and the company has also been shortlisted for a number of other awards including, Ernst & Young entrepreneur of the year and The Lloyds Bank National Business Awards: The Customer Focus Award, The Lloyds Bank Digital Business of the Year and The UKTI Growth Business of the Year.

SKILLS MATTER - LAUNCHES “CODE NODE” HQ

WATCHFINDER - WATCH RETAILER OF THE YEAR

MONICA VINADER - OPENS IN SOUTH KOREA


ProVen portfolio company Chess Dynamics is one of a trio of leading British technology companies (also comprising Blighter Surveillance Systems and Enterprise Control Systems) who have combined forces to develop a powerful, highly effective and fully integrated Anti-UAV Defence System (AUDS) to combat the growing threat of unmanned aerial vehicles (UAVS) or drones.

There is a significant and increasing threat from drones being used for malicious purposes by entering sensitive airspace and breaching security and the AUDS is designed to target and freeze these drones mid-flight.

The AUDS transmits a disruptive radio signal, across the frequency bands used by the manufacturers of drones, using a directional antenna.

This signal disrupts the drone – causing it to freeze mid-air. Unlike existing technology that uses weaponry to bring drones down, this covert approach makes it appear that the drones have simply malfunctioned. The system’s operator can then choose to take the appropriate action, either freezing for a short time allowing its owner time to retrieve the drone, or for a longer period, until the craft is brought down when its power source runs out.

Portfolio company Simplestream has launched ‘TVPlayer Plus’ a subscription version of its online television platform. TVPlayer Plus is a low cost subscription package featuring 25 premium channels including Discovery, Eurosport 1&2, TLC, National Geographic Channel, HISTORY®, Lifetime, Cartoon Network and Gold. The package, which is priced at £4.99 per month, with no setup fee and no contract, means that TVPlayer Plus is one of the most cost effective offerings of its kind in the UK.

The service enables subscribers to watch anywhere in the UK, whether in the home or on the go and on up to three devices including their computer, mobile and tablet. An internet connection is required but unlike many competitors’ packages there is no need to have a phone line rental, which offers customers potentially significant annual savings.

TVPlayer offers a large selection of Freeview channels available at no cost. Subscribers can use the in-built TV Guide to find and watch their favourite TV shows, customise their channel order and set reminders

CHESS DYNAMICS - DRONE DEFENCE SYSTEM

SIMPLESTREAM - ONLINE TV BUNDLES

so they never miss a show again. Additionally a catch up function offers a selection of the best programmes from the previous seven days across multiple channels – the service is similar to BBCiPlayer but for 80 TV channels.

TECH TRACK 100

Portfolio companies BlisMedia, Chargemaster and InSkin Media were all featured in this years prestigious TechTrack100. The Sunday Times Hiscox Tech Track 100 league table ranks Britain's 100 private tech companies with the fastest-growing sales over the latest three years. Advertising technology provider BlisMedia, which is planning on opening its New York office next year, was ranked number 54. Chargemaster, the electric car charging equipment developer was 55 and video advertising technology provider Inskin Media was ranked 88.

AUDS has been successfully tested in the UK, France and the USA and can operate in both remote sites and urban areas.

Graham Beall, managing director, Chess Dynamics, said: “This is truly an exciting collaboration - three British high-tech companies with different technologies and expertise working together to address the global problem of UAV detection.”

5


6

In April 2015, Beringea led a £13 million funding round for D3O, a UK-based developer of shock absorbing smart materials which are used in a range of protection products. Beringea invested a total of £9 million from its UK and U.S. offices along with other current D3O shareholders .

The funds have enabled D3O to invest in a state-of-the-art 28,000 sq/ft HQ in Croydon known as ‘The Lab’. With a dedicated innovation, development and testing centre ‘The Lab’ acts as a knowledge hub - allowing D3O to continue to develop innovative products and material solutions for its global customer base. Further investment has also been made into plant and machinery and the large new office will allow space for D3O to expand its growing team of highly skilled chemists, engineers and designers.

D3O’s technology, for which it holds global patents ensuring that no other company can offer the same type of protection, has a myriad of applications and the firm develops impact protection solutions for a range of markets. These include various sport disciplines, motorcycling, work wear, and accessories for electronic protection, such as iPhone cases and computers. The company also works with military and law enforcement agencies and has developed ‘D3O Covert’, a product which was originally designed as a blunt force impact vest for the French Gendarmerie.

The technology is based on non-Newtonian principles: in standard conditions, the raw material’s molecules flow freely allowing the material to remain soft and flexible, but on impact, they lock together to absorb impact energy and reduce the force transmitted. The molecules instantly return to their flexible state. The raw material is strain rate sensitive

which means the stronger the impact, the more the molecules react, and the better the protection.

The company’s technology was first demonstrated to a global audience during the 2006 Winter Olympics, when the US and Canadian ski teams pioneered revolutionary D3O soft armour. Without compromising on protection, the range of low profile, light weight, flexible and breathable limb protectors changed the global protective wear market overnight.

D3O - IMPACT PROTECTION

Trevor Hope, Beringea’s Chief Investment Officer and D3O non-executive director said:- “D3O is a great example of a British company with a core of deep scientific and technical expertise in the increasingly important and valuable smart materials industry.

“The company’s materials and design skills have already attracted a number of high profile industrial and retail partners and we are excited to support the company, its materials and the D3O brand as it grows to become a major international force.”

D3O’s new HQ ‘The Lab”

INVESTMENT


D3O - IMPACT PROTECTION

7

HOW IT WORKS

D3O® unique technology is based on the innovation of capturing the benefits of non-Newtonian shear thickening material in polymers that can then be engineered for real world impact protection solutions. These enhanced properties offer a number of different performance benefits depending on the base polymer used and the intended application.

D3O® materials in their raw state flow freely when moved slowly, but on shock, lock together to absorb and disperse energy, before instantly returning to their flexible state. This reaction is counter intuitive. The greater the force of the impact, the more the molecules lock together and the greater the protection.

D3O CEO Stuart Sawyer commented:- “We are delighted to have secured funding from Beringea, who share our belief in the company’s ability and global opportunities. Innovation and talented people are the lifeblood of our company, and the new funds will enable us to invest further in R&D facilities and recruit more highly talented individuals to join the team.” D3O delivered revenues of c. £10 million in 2014, marking the

second consecutive annual increase of 50%. Over 90% of D3O revenues are export, with 40% of sales in the US where the firm has a proven track record of impact protection in US team sports including American Football, baseball and lacrosse.

WWW.D3O.COM


8

RECENT INVESTMENTS

SEALSKINZ This May the ProVen VCTs invested £2.7m in waterproof outdoor accessories specialist Sealskinz Ltd.

The British endurance accessories brand describes itself as a collection of talents bound by a single obsession. “Whatever the weather, whatever the activity, our purpose is to enable you to go further, go longer, leave first and return last.”

Sealskinz has over thirty years’ experience in developing and manufacturing endurance accessories. The company’s patented processes create clothing that is waterproof, breathable and, uniquely, stretchable. It works in partnership with some of the world’s greatest athletes including mountaineers, explorers, cyclists, skiers, runners, sailors and horse riders to ensure its products deliver the very best in comfort and performance.

The founders of Sealskinz believe their business is a creation of necessity, in this case the need, when outdoors, to defy the cold and the wet, the need to perform and the need to protect. Inspired by an

INCONTEXT SOLUTIONSThe ProVen VCTs have made a further investment in portfolio company InContext. The VCTs, along with Beringea’s U.S. office, had previously invested in the company at the end of last year.

InContext Solutions is a web-based company providing three dimensional (“3D”) virtual store research, simulations, and software to manufacturers and retailers, including blue-chip customers such as Coca-Cola, Procter & Gamble and Danone. The new funding will support InContext Solutions’ rapid growth and enable it to expand its virtual simulation and research presence worldwide.

The company’s marquee shopper marketing platform, ShopperMX™, is a SaaS (software-as-a-service) offering that allows manufacturers and retailers to collaborate over the web within a 3D virtual store simulation. The first-of-its-kind technology takes 3D visualisation to the next level with capabilities for testing store, aisle and category layouts, product packaging, in-store marketing or even shopper flow

within a store to determine which concept is the most effective for generating demand. ShopperMX helps clients become faster, smarter and more profitable as they bring shopper and retail concepts to market. In 2014 ShopperMX revenue increased 168 percent and continues to accelerate.

Mark Hardy, CEO of InContext Solutions, commented: “We are seeing continued growth from current clients as virtual continues to gain traction in the market. With this funding round, we will be able to exponentially boost our growth and offer enhanced virtual solutions for clients. Our plan is to increase our dedicated and knowledgeable staff, invest further in our ShopperMX technology, and support expansion into Europe.”

WWW.INCONTEXT.COM


9

RECENT INVESTMENTS

BIG DATA PARTNERSHIP

initial concept of John Logie Baird, the company has created a range of products that focus on the area of the body particularly vulnerable to the elements - feet, head, ears, fingers and toes- and provide protection where it’s needed most.

Sealskinz products are all available to buy online, as well as being stocked by a number of specialist retailers.

The funding from the ProVen VCTs is being used to support the company’s further growth into international markets and strengthen product development and marketing activities.

Following its successful Series A funding in June 2014, ProVen portfolio company Big Data Partnership has concluded its Series B financing round in order to continue its growth and dominance as EMEA’s leading big data services company. The round was led by Beringea. The ProVen VCTs had previously invested £1.25m in the company.

The recent round, which raised over £3million, aims to expand Big Data Partnership’s core capabilities in sales and marketing, engineering and data science, in order for the company to meet increasing demand from new enterprise clients. The company will also be moving to larger premises in the heart of London’s Tech City to accommodate its expanding workforce.

Big Data Partnership provides vendor-agnostic big data consulting, training and support for diverse industries including banking and insurance, telecoms, utilities, web, gaming and media. The company can boast strong partnerships with several leading Fortune 500 companies, including pre-eminent financial institutions and many of the world’s foremost big data technology providers such as

WWW.BIGDATAPARTNERSHIP.COM

Hortonworks, MapR Technologies, Databricks, Elastic and Platfora, and its client portfolio is growing rapidly across the UK and EMEA.

With analysts predicting data growth of 50x year-on-year until 2020, new opportunities and challenges will abound for organisations of all sizes. The need for big data analysis, therefore, has never been greater.

“As the first institutional investor in Big Data Partnership, we have long believed in the inevitable relevance of big data professional services in enterprise,” says Trevor Hope, Chief Investment Officer of Beringea. “What’s become apparent is that enterprise businesses are increasingly adopting professional service providers to support their big data strategic initiatives. Big Data Partnership is ideally positioned to successfully guide these companies on their big data journey. We are committed to helping the team become the dominant player in this market.”

Tim Ives, Managing Director at Sealskinz, commented: “The new funding will allow us to strengthen our offering, improve our customer services, and expand our sales capabilities overseas. We are delighted to be working with the Beringea team.”

WWW.SEALSKINZ.COM


10

VCT SECTOR FOCUS

As many of you will be aware the Finance Bill, which was published after the second 2015 budget in July, proposed a number of changes to VCT legislation - which have recently come into effect.

The changes are designed to bring VCT legislation into line with EU State Aid Risk Finance guidelines. The main principle behind these changes is to ensure that all qualifying VCT investments are made to support the ‘Growth and Development’ of the portfolio company. As the core investment strategy of ProVen VCT and PGI VCT is to provide growth capital to businesses with the potential for rapid growth (ProVen Planned Exit is no longer making new investments), we do not anticipate that the changes will have a major impact on the ProVen VCTs’ ability to execute on this strategy.

There are however some additional restrictions on the types of companies and transactions in which VCTs can invest. The major changes are as follows:

• Companies will no longer be able to use VCT investment to make acquisitions; • VCTs will not be able to make an investment in a company more than 7 years after it made its first sale – unless certain conditions are met;• There will be a lifetime limit of £12m (with certain exceptions) on the amount of State Aided funding (including VCT investment) which a company can receive.

PROPOSED CHANGES TO VCT RULES

call Beringea on 020 7845 7820, email [email protected] or visit www.provenvcts.co.uk

The detail of the changes is complex. If you have any questions about this matter, please contact your authorised financial advisor or Beringea. Please note, however, that Beringea is not authorised to give any personal financial or tax advice.

Shane Elliott Partner

SHAREHOLDER EVENT 2015

The 2015 ProVen VCTs Shareholder Event was held this October at the British Library. Our guest speaker was Mark Stevenson, an entrepreneur, best-selling author, broadcaster and expert on global trends and innovation. Mark gave a keynote address entitled ‘The future, and what to do about it’. Following Mark was a ProVen VCTs performance update from Stuart Veale, Managing Partner at Beringea. Chief Investment Officer Trevor Hope then spoke about the ProVen VCTs’ investment strategy and Mark Taylor, Partner and head of Beringea Growth Finance, discussed the role venture debt plays in the ProVen VCTs. Two of our portfolio companies presented. We were pleased to welcome David Martell from Chargemaster, the UK’s leading designer manufacturer & operator of electronic vehicle charging points and Kevin Cornils from Europe’s leading online eyewear retailer MyOptique Group.

After the main presentations a light lunch was served alongside a number of exhibition stalls manned by several of the ProVen VCTs’ portfolio companies. The boards of the VCTs and the investment management team were also on hand throughout lunch to meet shareholders and answer any further questions they might have. Following lunch an optional VCT tax seminar and Q&A session with Kathryn Robertson was held.

The event was well attended and feedback from shareholders has been very positive. Videos of the majority of the presentations, are now available online in the shareholder area of our website www.provenvcts.co.uk. Details of next year’s event will be made available in mid 2016 and we hope to welcome even more of you next Autumn.


PROVEN VCT PLC£30m ORDINARY SHARE OFFER

Managed byBERINGEA LLP

Important NoticeAn investment in ProVen VCT (“ProVen VCT” or “the Company”) involves risk and is not suitable for all investors. Potential investors are advised to seek advice from an authorised financial advisor before investing in the Company. Please refer to the Risk Warnings on the back of this document and in the Securities Note.

The Offer ProVen VCT has launched a new £30m offer for Ordinary shares.

·Existing diversified mature portfolio of unquoted venture capital investments

·Target dividend yield of 5% of NAV p.a., tax free.

·ProVen VCT’s investment strategy, providing growth capital to companies, is in line with the revised VCT regulations.

For more information call Beringea on 020 7845 7820, email [email protected] or visit www.provenvcts.co.uk

OverviewProVen VCT aims to provide investors with a higher return than they could achieve by investing in a portfolio of quoted shares, by investing in a diversified portfolio of unquoted companies selected by the Manager as having the potential for rapid growth.

The returns generated from the investment portfolio will be enhanced by a range of attractive tax benefits, including 30% income tax relief on the initial investment and tax free dividends.

Investors in the Offer will be buying into ProVen VCT’s existing diversified portfolio of companies. The funds raised will be used to enable the Company to make further investments in companies which the Manager believes have high growth potential.

Tax-free DividendsOne of the key attractions of investing in a VCT is that dividends are tax-free. ProVen VCT has a target dividend yield of 5% of NAV p.a.

This is equivalent to a yield of 7.1% on the net cost of investment after the initial income tax relief.

The 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. No forecast is implied. Past rates of dividend yields are not a guide to future dividend yields.

PROVEN LEGACYProVen Legacy is a new initiative from Beringea, manager of the ProVen VCTs. Launching this winter, the primary objectives of this new company are to preserve capital and enable the investor to mitigate inheritance tax.

ProVen Legacy aims to do this by making secured loans to small and medium sized companies seeking to minimise risk as much as possible. After two years, subject to certain conditions, the shareholder’s investment should qualify for full relief from inheritance tax (and may remain so as long as it is held) allowing the shareholder to reduce their inheritance tax liability for the benefit of the next generation.

For more information please contact Beringea on 020 7845 7820

Please note that ProVen Legacy may not be suitable for your circumstances. Please refer to the Risk Warning on the back of this document and speak to your financial advisor before investing.

call Beringea on 020 7845 7820, email [email protected] or visit www.provenvcts.co.uk

NEW OFFERS

11

Performance to date has been excellent,

and both ProVen Growth & Income VCT and ProVen

VCT are top of their respective categories of

generalist VCTs based on year of launch.

Martin Churchill Tax Efficient Review

18th November 2015


This newsletter has been approved by Beringea LLP (“Beringea”). The information and opinions contained herein were prepared by Beringea. The information herein is believed by Beringea to be reliable and has been obtained, where possible, from public sources believed to be reliable. However, Beringea makes no representation as to the accuracy or completeness of such information. Copyright© October 2015 Beringea LLP. Beringea LLP is authorised and regulated by the Financial Conduct Authority (FRN496358). Beringea LLP’s registered office is 39 Earlham Street, London, WC2H 9LT.

For more information please call us on:020 7845 7820, or email [email protected] or visit www.provenvcts.co.uk

Write to: ProVen News, 39 Earlham Street, London, WC2H 9LT

Beringea is an international private equity firm with offices in London and Michigan (U.S.).

London Office39 Earlham Street LondonWC2H 9LTt:+44 (0) 20 7845 7820 e: [email protected]

Michigan Office32330 W.12 Mile Road Farmington Hills Michigan 48334t:+1 248 489 9000

Risk Warning – ProVen VCTAn investment in ProVen VCT should be based on all the information in the Offer Document, particularly the Risk Factors section. Once the Offer has been launched, the Offer Document will be available from Beringea or your IFA. It will also be available to download from the ProVen VCTs’ website www.provenvcts.co.uk.

Venture capital trusts are not suitable for all investors. If you are in any doubt about the suitability of an investment in a VCT you should consult an authorised Independent Financial Adviser. The sale of VCT shares within 5 years will result in the loss of the initial tax relief, so an investment in a VCT should be considered a long-term investment. The value of shares in a VCT may fluctuate and you may not get back the amount you invested. There is no certainty as to the level of dividends. You may have difficulty selling your shares and any sale is likely to be at a discount to the net asset value. VCTs invest in a portfolio of small companies, which by their nature carry greater risk than larger, quoted companies. The dividends paid to shareholders may exceed the VCT’s net income from investment (after the cost of running the VCT) in which case the net asset value per share may fall. The continuing entitlement of shareholders to the VCT tax reliefs is dependent on ProVen VCT maintaining its status as a VCT.

Risk Warning – ProVen Legacy plcAn investment in ProVen Legacy plc should be based on all the information in the Offer Document, particularly the Risk Factors section. Once the Offer has been launched, the Offer Document will be available from Beringea or your IFA. It will also then be available to download from the ProVen Legacy plc website www.provenlegacy.co.uk.

An investment in ProVen Legacy plc (the “Company”) involves risk and will not be suitable for all investors. If you are in any doubt about the suitability of an investment in the Company you should consult an authorised financial advisor. The Company will be a new business and is therefore subject to all the risks and uncertainties associated with a new business. The value of shares in the Company may fluctuate and investors may not get back the full amount they invest and in certain circumstances may lose the whole of their investment. The target minimum return is a target and there is no guarantee that this will be achieved. The shares in the Company are unquoted and it may be difficult for investors (and their heirs) to sell their shares. Shareholders may request the Company to redeem their shares but there is no guarantee that such redemption requests will be accepted. Consequently the Company will not guarantee that investors (or their heirs) will be able to redeem all or any part of their shareholding. While it is the intention that the Company will operate so as to offer shareholders relief from Inheritance Tax, there is no guarantee that such relief will be available. Tax legislation may change, possibly with retrospective effect, and such change may have a material adverse effect on the tax treatment of an investment in the Company.


d3o makes an impact

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