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ProVen VCTs Exit Fjord www.beringea.co.uk & www.provenvcts.co.uk Pro Ven news Autumn 2013 Magazine for the ProVen VCTs Tossed Exit Page 5 Healthcare Update Page 9 New Share Offer Page 11

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Page 1: Layout 1 copy - ProVen VCTs€¦ · VCT directors, the investment management team and representatives from portfolio companies. Based on feedback from last year, we are delighted

ProVen VCTs Exit Fjord

www.beringea.co.uk & www.provenvcts.co.uk

ProVennews

Autumn 2013 Magazine for the ProVen VCTs

Tossed Exit

Page 5

Healthcare Update

Page 9

New Share Offer

Page 11

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Page 2: Layout 1 copy - ProVen VCTs€¦ · VCT directors, the investment management team and representatives from portfolio companies. Based on feedback from last year, we are delighted

The ProVen VCTs’ annualShareholder Event is being heldat the British Museum onTuesday 15th October 2013. Theevent will be held in the BPLecture Theatre from 10.30-2.30and will include a light lunch andan optional tax seminar.

The event is now fullysubscribed and there is a waitinglist for those shareholders whoweren’t able to secure a placeinitially. For more informationplease contact Marette Thair on0207 845 7820 or [email protected].

We are pleased to announcethat this year’s event will alsoinclude a keynote presentationfrom Professor A C Grayling withthe title “What is Wealth?”

Professor Anthony Grayling MA,DPhil (Oxon) FRSL, FRSA isMaster of the New College ofthe Humanities, and aSupernumerary Fellow of St

Anne’s College, Oxford. He haswritten and edited over thirtybooks on philosophy and was aFellow of the World EconomicForum for several years.

There will then be updates fromthe investment managers atBeringea, case studies from twoportfolio companies and aquestion and answer session.

These will be followed by a lightlunch and a chance to meet theVCT directors, the investmentmanagement team andrepresentatives from portfoliocompanies.

Based on feedback from lastyear, we are delighted that PhilipHare, a tax Senior Manager fromPwC, will be joining us. Philip willbe holding an optional taxseminar after lunch at which hewill respond to your tax queries.

We look forward to welcomingattendees on the 15th October.

Shareholder EventContents:

Welcome to ProVen News

page 3

New Faces

page 4

Monica Vinader

page 4

Coal Grill & Bar

page 5

Tossed Exit

page 5

Fjord Exit

page 6-7

Portfolio News

page 8

Healthcare Update

page 9

Beringea Growth Finance

page 10

Beringea USA

page 10

ProVen VCT Offer

page 11

2 www.beringea.co.uk & www.provenvcts.co.uk

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Welcome to the latest edition of

ProVen News.

The lead story in this edition isthe recent sale of the ProVenVCTs’ portfolio company Fjord toAccenture, the global consultingbusiness. The sale delivered a 4times multiple on the VCTs’equity investment, over a periodof just over four years. A fullerdescription of the Fjord storyfrom the ProVen VCTs’ viewpointis given on pages 6 and 7.

Accenture’s acquisition of Fjordis evidence of increasingconfidence among largercompanies, which is resulting inhigher levels of merger andacquisition activity. Several ofthe ProVen VCTs’ portfoliocompanies have beenapproached recently by potentialtrade buyers and we are hopefulthat some of these conversationswill lead to profitable portfoliocompany disposals in the next 12months.

Increasing confidence in the UK’seconomic prospects is alsohelping the ProVen VCTs’portfolio companies to deliverstrong growth, often with thesupport of further investmentfrom the VCTs. Monica Vinader,the high-end fashion jewellerydesigner and retailer, has seenexcellent performance from itsfirst stand-alone store whichopened in 2011. The companyhas therefore recently raised afurther £2.5 million, including£1.5 million from the VCTs, toopen further stores. Coal Grilland Bar, the casual dining chain,has recently opened its seventhrestaurant, in the Xscape centrein Milton Keynes, and has signeda lease on an eighth site. Thisroll-out is being supported byadditional investment from theVCTs. InSkin Media, in which theVCTs invested £1.8 million inDecember last year, recentlyappeared in the Sunday TimesTech Track 100, a list of the 100fastest growing privately ownedtechnology companies in the UK.

The ProVen VCTs have alsoprovided additional investmentto Polytherics, to support itsacquisition of Antipope.Polytherics is one of a number ofhealthcare companies in theportfolio and a review of theVCTs’ recent activity in thissector is given on page 9.

Many readers may not be awarethat the ProVen VCTs’ Manager,Beringea LLP, is part of aninternational fund managementgroup which has over £300million under management.Beringea’s U.S. office, as well asmanaging funds for U.S.investors, also provides supportfor some of the VCTs’ portfoliocompanies consideringexpansion into North America.There is a profile of the U.S.office on page 10.

To support the VCTs’ investmentactivity and to help manage theportfolio, Beringea has recentlyrecruited two new investmentprofessionals, Rob Hodginksonand Harry Thomas. Beringea hasalso recently recruited MarkTaylor, who will head up a newdebt-based growth finance fund.Brief profiles of all three recruitsare given on page 4.

Following a successful fundraising for ProVen Growth &Income over the last 12 months,the directors of ProVen VCT havedecided to raise up to a further£20 million to ensure that thecompany has sufficient “fire-power” to be able to takeadvantage of the increasing flowof investment opportunitiesbeing seen by the Manager. Abrief description of the Offer,which is expected to open inOctober, is given on page 11.

Finally, I look forward towelcoming shareholdersattending the ProVen VCTs’Shareholder Event on October15th at the British Museum. Allthe available places for the eventhave now been taken up but forthose not able to attend we willinclude a report in the nextedition of ProVen News.

Stuart Veale, Managing Partner

Welcome to ProVen News

3www.beringea.co.uk & www.provenvcts.co.uk

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The ProVen VCTs have invested£1.5m in a further funding roundfor Monica Vinader, theinternational high-end fashionjewellery brand. The Clark Group,former backers of Links ofLondon, has also invested £1m aspart of the funding round.

The jewellery – rings, pendants,earrings, bracelets – isrecognisable by the proprietarycut of stones, hammered metalsand colour combinations whichcan be mixed, matched andstacked. The brand is much lovedby a number of A-list celebritiesand frequently features in thefashion press.

The new funding will be used toaccelerate growth plans,including additional UK own-

brand shops and internationaldistribution. The jewellery iscurrently distributed in the UK inSelfridges, Harrods, Liberty,Fenwick and by Net-A-Porter aswell as through a very successfulown-brand shop in Mayfair.

Karen McCormick, InvestmentDirector at Beringea,commented: “Since the VCTsinvested in 2010, Monica andGabriela Vinader and their teamhave exceeded all expectationsand we are delighted to beassociated with the brand. Thebusiness has a strong followingof brand-loyal customers whoare our best advocates. We areexcited about the fantasticgrowth opportunities for thecompany.”

Monica Vinader Further Investment

New Faces

Mark joins Beringea as a Partner

responsible for its new Beringea

Growth Finance business. Mark is a

pioneer of venture debt in Europe

having been a founder partner of

EVP for Kleinwort Benson in 1998.

In 2003 he created and managed

Noble Venture Finance. He joins

from National Australia Bank where

he was a Founder Director of their

Growth Finance business. Over the

last 15 years he has arranged over

£150m of finance in more than 60

companies throughout Europe.

Mark Taylor

Rob joins as Investment Manager for

the VCTs with five years experience in

finance, including two years in growth

and mezzanine investments. He

started his career in M&A at NM

Rothschild working on transactions

within the energy, leisure and property

industries. He was latterly an

Investment Manager at Venturesome,

a leading social investment fund,

where he executed more than ten

growth capital and mezzanine

investments. Rob graduated from

Cambridge University and has an MBA

from INSEAD.

Rob Hodgkinson

Harry joins as an Analyst and will be

sourcing and researching potential

investments and producing financial

models for both the equity-based and

debt-based UK investment teams. His

previous experience includes working

in real estate, for two start-ups and on

a parliamentary campaign. Harry

graduated from St. Andrew’s

University with a degree in History.

Harry Thomas

4 www.beringea.co.uk & www.provenvcts.co.uk

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Tossed ExitThis April Beringea announcedthat it had sold the ProVen VCTs’stake in Tossed, the healthiereating group, to the firm’smanagement team, who weresupported by privateinvestment.

Tossed’s quirky and vibrantstores offer nutritionallybalanced, ethically sourced foodwithout compromising on taste.Tossed offers smoothies, hotpots and other freshly preparedfoods in addition to theirsignature tossed-to-order salads.The stores focus on deliveringhealthy, delicious, generousdishes for all palates. Thecompany was one of the first ofits kind to start providing fullnutritional information onhandmade produce and hassuccessfully captured a nichewithin London’s takeawayfood/deli lunch market.

Beringea invested in Tossed inApril 2010 and during the

investment period hassupported Tossed’s growth, withthe business adding six furtherlocations around London.

Tossed has a very capable seniormanagement team in VincentMcKevitt, Founder, and NeilSebba, FD. Vincent has been therecipient of many industryawards, including the 2008Courviosier ‘the future 500’ aswell as the coveted Acorn awardfrom Caterer & Hotelkeeper

which is the food industry’sleading young person’s award -previous winners include GaryRhodes and Gordon Ramsey.

Investment Director KarenMcCormick led the initialinvestment, managed theProVen VCTs’ exit and has alsobeen a member of Tossed’sboard during Beringea’sinvestment. Karen commented“We are delighted with theprogress Tossed has made sinceour initial investment andexcited for Vincent and Neil,who have been fantasticmanagers, as the newinvestment will facilitate thenext stage of growth. Wecongratulate all the team ontheir hard work. The ProVenfunds have received a strongreturn on their investment, andwe look forward to seeingTossed on every corner in thefuture.”

Coal Grill & BarCoal Grill & Bar has recently opened its 7th restaurant, inthe XScape leisure centre in Milton Keynes. This newbranch is the first in the next phase of expansion for thegroup, which is being supported by additionalinvestment from the ProVen VCTs.

Coal is a successful restaurant group in the casual / midmarket dining sector. Its menu has an emphasis onfreshness, flavours & marinades and the restaurantsprovide a wide choice of popular dishes, primarilycooked on a chargill.

Coal was founded in February 2007 by John Gater, ex-CEO and Founder of restaurant chain Ma Potters.Beringea originally invested in Coal in August 2007.Stuart Veale, Managing Partner at Beringea, sits on theboard as a Non-Executive Director.

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What is Fjord?Fjord is a global service designconsultancy that specialises increating digital experiences andservices that engage consumersacross a number of platforms (forexample smart phones, tabletsand PCs). This allows companiesto improve brand awareness anddevelop interactive relationshipswith users online.

Fjord is committed to helping theworld’s leading companies createservices that people love. Thiscommitment to creating digitalservices always designed with theuser in mind is at the core ofFjord’s success. From creatingmobile banking services, digitaltravel check-ins or an app withKew Gardens that allows non-experts to identify wild plants -Fjord’s service design approachplaces the user’s experience atthe centre of everything. Thisallows them to create digitalservices that people engage withand enjoy using. It is clearly asuccessful approach. Fjord worksacross a wide range of industriesincluding entertainment, finance,telecom, travel and retail andserves an enviable global clientlist that includes the BBC, BBVA,

Citibank, Harvard Medical School,Nokia, PayPal and Telefónica.

Why did Beringea firstinvest in Fjord?Beringea first invested a total of£2.8m in Fjord in December 2008through ProVen VCT and ProVenGrowth & Income VCT. Fjord wasfounded in 2001 in a small officein Camden Town by OlofSchybergson, Mark Curtis andMike Beeston who set out to‘build a company that designsmeaningful digital services thatimprove people’s lives in waysboth large and small.’

By 2008, when Beringea firstinvested, Fjord was already anestablished agency with a wealthof experience and deepunderstanding of mobile andonline spaces. The agency hadalready seen some impressivegrowth, with offices in London,Helsinki and Berlin, and wasready to move into its next stageof development.

Trevor Hope, Beringea’s ChiefInvestment Officer, led theinvestment, managed the exitand developed a close workingrelationship with the agencyduring his time as Non-Executive

Director. Trevor commented:“Digital media, including mobiledesign and technologies, is anarea which Beringea has longidentified as an importantgrowth sector and one in whichwe have particular expertise.Fjord already had an impressivemanagement team with a clearunderstanding and specialistknowledge of the online andmobile space. It was evident atthe time of investing that theagency had the potential tobecome truly industry leadingand that investing at this point –with the intention to helpaccelerate growth and expandon a global scale – representedan excellent investmentopportunity.”

Global GrowthExpanding internationally is apivotal point in a company’sgrowth strategy. It can be aturbulent and challenging time asthe business steps outside of itscomfort zone and explores newmarkets and working practices.

Beringea’s investment team hasextensive experience of globalmarket places and this, togetherwith its own internationalpresence, means it is well placed

Fjord Exit This May Beringea announced it had sold the ProVen VCTs’ stake in Fjord,

generating a 4x return for ProVen Shareholders

6 www.beringea.co.uk & www.provenvcts.co.uk

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to support businesses during thisperiod. In addition to funding,Fjord was also able to leverageBeringea’s expertise on anumber of occasions - forexample when the challenge ofmanaging an international groupof offices meant additionalsenior executives were needed,Beringea was able to assist in theappointment of a COO and CFO.

Since Beringea’s investment inFjord the business has achievedits initial global growthambitions. Fjord CEO, OlofSchybergson, commented: “Ourmomentum has continued togrow as both design and mobilehave become critical parts ofmost new services. We haveassembled the best team in ourspace, and we work out of ninecreative cities in Europe and theU.S. We partner with brilliantclients working in importantdomains and across fivecontinents.”

In many ways Fjord’sinternational development hasbeen an organic response to theneeds of its blue chip clients.Many of Fjord’s clients are globalbrands and want to roll out newdigital services across their

numerous geographical locations–global businesses need globalagencies. Similarly, projects thathave global impact attractinternational attention. Forexample the work Fjord’s Madridoffice did for BBVA (one of theworld’s biggest banks) on iPhoneand iPad products led tocollaboration with many otherbanks and financial institutions,including Garanti in Turkey,Mastercard in the UK and Citi inthe US.

Fjord now has more than 200employees and is headquarteredin London with offices in Berlin,Helsinki, Istanbul, Madrid, NewYork, Paris, San Francisco andStockholm.

So why exit now?Clearly Fjord is a very successfulagency, which has experiencedsome fantastic growth. But inorder for the company tocontinue to grow and develop inline with its current trajectory itbecame apparent it would needto form a partnership withanother organisation – onewhich would enable it to offermore ‘complete’ services toclients all around the world.Joining Accenture offers Fjord

just such an opportunity and byexiting and selling the ProVenVCTs’ stake at this time, Beringeahas been able to deliver someexcellent returns for ProVenshareholders.

Trevor Hope commented: “It willbe a shame to lose the companyfrom the Beringea portfolio as Ihave really enjoyed workingwith the fantastic group ofpeople there but the dealdelivers an excellent return tothe ProVen funds and AccentureInteractive provides the righthome for the company todeliver its full potential.”

“Beringea has been the perfect partner in growing Fjord into astrong international business. We are excited to be entering thenext stage of growth with Accenture Interactive and are verygrateful for Beringea’s support and vision in backing us throughthis challenging growth stage of Fjord’s development.”

Olof Schybergson, CEO of Fjord

7www.beringea.co.uk & www.provenvcts.co.uk

Fjord

Exit

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InSkin MediaWe are pleased to announce that portfolio company InSkinMedia has been included in the Sunday Times Hiscox TechTrack 100, published in The Sunday Times on the 15September. This latest accolade comes soon after ISM’srecent award as ‘Top Company’ in the IPA Media OwnerSurvey in Spring 2013. Hugo Drayton, ISM’s CEO,commented:

“InSkin Media continues to grow swiftly; in the past yearwe have opened offices in Germany (Hamburg) and HongKong; the business now employs over 50 staff. The listing of ISM in the respected ST Tech Track 100 is aprestigious recognition of the progress made by the whole ISM team, of which I am very proud. We aremore focused than ever on developing our technology, embracing new platforms and devices, andworking with our partners to deliver the most effective, user-friendly advertising formats.”

SenseLogixSenseLogix is a world leadingprovider of systems designed tocreate truly Energy-Smartbuildings and enterprises. Thecompany was delighted andproud to have worked withGestamp Tallent on their new£8m factory in Newton Aycliffe,which has won best commercialdevelopment project at the RoyalInstitution of Chartered Surveyors(RICS) North East RenaissanceAwards this April. The new planthas included a number of thefirm’s advanced energy savingsolutions such as the award-winning energy managementplatform EnergyLogix Live.

Donatantonio Donatantonio has been importing and distributing fineMediterranean food into the UK for over 100 years - in fact atthe beginning of this year the company celebrated the 110thanniversary of Luigi Dontantonio setting up his first delicatessenin Clerkenwell. This impressive heritage is matched with anappetite for innovation and the firm has recently launched anew dedicated website and online store for its signature Lupaproducts (as used by chefs in Buckingham Palace no less!) andwhich includes the famous San Marzano plum tomatoesreputed to make the best tomato sauces by numerous topchefs.

EspressoWe are delighted to share the news thatLewis Bronze, the co-founder of EspressoEducation, has been honoured with an MBEfor ‘Services to Education’ in the Queen’sBirthday Honours List for 2013.

Lewis has been involved in children’seducation throughout his career. Afterstarting off at the BBC as the Producer ofNewsround and the Editor of Blue Peter heturned his attention to pioneering the use ofdigital video and e-learning in schools. Theinnovative Espresso Primary service, foundedin 1997, has consistently set the standard forthe use of digital materials in the classroomand is used every day in schools across theUK. Congratulations to Lewis on this welldeserved honour.

Lewis Bronze - MBE

!!

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Healthcare UpdateThere have been a number of developments in theProVen VCTs’ healthcare portfolio over the summerincluding a merger, an exit and follow-on funding.

PolyThericsIn July, portfolio company PolyTherics completed ac£13.5m funding round, led by Invesco AssetManagement and Imperial Innovations to fund amerger with Antitope Ltd. The enlarged group will be aleading provider of protein development services toenable the development of better biopharmaceuticals.Antitope will continue to trade under its own name as awholly owned subsidiary.

APM HealthcareBeringea has invested an additional £300,000 into APMHealthcare, a North West-based chain of pharmacies,which will be used to add a further two pharmacies tothe seventeen it currently operates across England.APM Healthcare, which was established four years ago,is one of the fastest growing pharmacy companies inthe country.

Digital HealthcareThis August, Digital Healthcare was acquired by EMISGroup, the UK’s leading supplier of healthcare softwareto GPs and a major software supplier to high streetpharmacies. The company was bought, net of cash, for£3.1m. The acquisition will expand EMIS’ serviceoffering by providing a fully end-to-end manageddiabetic retinopathy screening service for the UKmarket as well as hosted services.

Beringea Partner Stephane Mery commented:

“It has been a busy summer for our

portfolio. Polytherics is now on its way to

become a significant player in the

important field of Biopharmaceuticals,

APM Healthcare continues to meet our

expectations and Digital Healthcare found

a very good home in Emis. We look

forward to facilitating accelerated growth

across other portfolio companies in the

coming months.”

9www.beringea.co.uk & www.provenvcts.co.uk 9

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Beringea USA

Expanding into global marketsand managing an internationalbusiness is a key challenge facingmany companies, and it’s oneBeringea is well placed tosupport.

Beringea’s sister office, locatedin Michigan (U.S.), providesgrowth capital to market-leadingbusinesses in a range of sectors,including media, healthcare,clean technology, consumerproducts and IT. The U.S. office

exclusively manages institutionalfunds, with a geographical focuson investments in MidwestAmerica. The office is headed byco-founder and Senior ManagingDirector Charlie Rothstein.

Recently, the firm’s funds havecompleted investments in Abe’sMarket, an online store fornatural and organic products;Fiber By-Products, a Michigancompany that recycles woodwaste; and Freeosk, a marketing

services company. The team hasbeen busy creating exitopportunities as well; PioneerSurgical Technology wasacquired by RTI Biologics Inc.(NASDAQ: RTIX) for $130 million,Relume Technologies wasacquired by Revolution Lighting(NASDAQ: RVLT), and Livio wasacquired by U.S. automaker, Ford(NYSE: F).

Beringea’s transatlantic structurehas enabled it to support anumber of UK portfoliocompanies with theirinternational strategies andexpansion into the U.S. market.

Look for Beringea U.S. teammembers at the ShareholderEvent in October, or say hello ifyou're ever in the Michiganneighborhood!

Beringea Growth FinanceBeringea has launched a new growth finance business - Beringea Growth Finance - which will focus on fastgrowing businesses, providing debt-based finance of between £1-5 million pounds for planned equipmentpurchases or working capital requirements. Facilities can be provided in Sterling, Euros or US dollars overrepayment periods typically of 36-48 months. Unlike a bank or finance company, Beringea Growth Financewill not usually require cash deposits and offsetting balances as a condition of a facility and is able tocommit significantly more senior resource to the company.

Beringea Growth Finance will be headed up by Mark Taylor, who joined Beringea in September. Mark is apioneer of venture and growth debt-based finance in Europe having been a founder partner of EVP, Europe'sfirst venture debt business, for Dresdner Kleinwort Benson in 1998. Thereafter he went on to create andmanage Noble Venture Finance, with the launch of NVF I in 2003 and NVF II in 2007 which togetherprovided over £120 million to some 46 companies throughout Europe.

Managing Partner Stuart Veale commented: "We have followed this sector for some time and are pleasedto be announcing our move into debt-based Growth Finance. We are delighted to have attracted Mark,with his significant experience in this sector. We see debt-based Growth Finance as complementary to ourequity-based Growth Capital investment business and believe it will bring us into contact with a widercross-section of UK businesses”.

For more information about debt based growth finance call Beringea

on 0207 845 7820 or email [email protected] for a brochure.

BBeerriinnggeeaa GGrroowwtthh FFiinnaannccee

10 www.beringea.co.uk & www.provenvcts.co.uk

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1111www.beringea.co.uk & www.provenvcts.co.uk 11

For more information about the Offer contact Beringea on 0207 845 7820 or

email [email protected] or visit www.provenvcts.co.uk

ProVen VCTShare Offer Increasing optimism about the prospects for theeconomy is encouraging many small and medium sized businesses to consider raising finance tosupport their expansion plans. As a result, Beringea, the Manager of the ProVen VCTs, is seeing moreopportunities to invest in companies which have the potential to achieve very rapid growth. Given thisbackground, the directors of ProVen VCT have decided to raise up to £20 million, to ensure that the companyis able to take advantage of these opportunities. This follows on from the successful fund raising by PGI VCTover the last 12 months.

Please note that an investment in a VCT carries certain risks and is not suitable for everyone. Please refercarefully to the risk warnings on page 12 of this newsletter and in the prospectus.

Some of the key features of the Offer are as follows:

Excellent track recordThe original share issue of ProVen VCT is the best performing VCT of its launch year by Total Return (NAV pluscumulative dividends)1 and the fourth best performing generalist VCT over the last ten years based on shareprice total return2. Investors in the original share issue in 2000 have received a total return of £1.66 for each£1 invested (not including any tax relief obtained), including tax free dividends of £1.16. Past performance isno guide to the future, however.

Established portfolioProVen VCT has an existing portfolio of 28 investments in UK SMEs. As well as mitigating risk throughdiversification, the Manager believes that this portfolio has the potential to produce a number of profitabledisposals of investee companies over the next 12-24 months, thereby generating profits to be used to funddividend payments in accordance with the company’s dividend policy.

Dividend policyProVen VCT has a target of paying total dividends per share each year of c. 5% (tax free) of net asset value. Aspecial dividend may be paid in addition to this in the event of there being one or more sales of portfoliocompanies which generate a particularly high level of profits.

Attractive tax benefitsInvestors in the Offer will be entitled to benefit from the attractive tax benefits available to investors in VCTs,in particular 30% income tax relief on the initial subscription and no tax on any dividends paid by the VCT.

Realising your investmentProVen VCT has a policy of buying back its shares at a 5% discount to NAV, subject to there being sufficientliquidity in the company, to enable shareholders who wish to sell their shares to do so. Potential investors arereminded that if they sell their shares within 5 years they will lose the initial tax relief.

Loyalty discount for existing ProVen shareholdersExisting investors in one of the ProVen VCTs will benefit from a 2% discount to the normal Offer price onapplications received by 31 January 2014.

1 Source: www.taxefficientreview.com, 25 September 20132 Source: www.theaic.co.uk, 25 September 2013

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Risk Warning

An investment in ProVen VCT should be based on all the information in the Offer Document, particularly the RiskFactors section. This document is available from Beringea or your IFA.

Venture capital trusts are not suitable for all investors. If you are in any doubt about the suitability of aninvestment in a VCT you should consult an authorised Independent Financial Adviser. The sale of VCT shares within5 years will result in the loss of the initial tax relief, so an investment in a VCT should be considered a long-terminvestment. The value of shares in a VCT may fluctuate and you may not get back the amount you invested. Thereis no certainty as to the level of dividends. You may have difficulty selling your shares and any sale is likely to be ata discount to the net asset value. VCTs invest in a portfolio of small companies, which by their nature carry greaterrisk than larger, quoted companies. The dividends paid to shareholders may exceed the VCT’s net income frominvestment (after the cost of running the VCT) in which case the net asset value per share may fall. A significantproportion of ProVen VCTs’ net assets is concentrated in five investments (28.3% as at 31 August 2013) althoughraising funds under the Offer will reduce this concentration. The future performance of these investments willtherefore have a material influence on the value of the Ordinary Shares. The continuing entitlement ofshareholders to the VCT tax reliefs is dependent on ProVen VCT maintaining its status as a VCT. This financialpromotion has been approved by Beringea LLP.

For more information please call us on

0207 845 7820, or email [email protected] or visit www.provenvcts.co.uk

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

London Office 39 Earlham Street

London

WC2H 9LT

t:+44 (0) 207 8457 820

f:+44 (0) 207 8457 821

e: [email protected]

Michigan Office 32330 W.12 Mile Road

Farmington Hills

Michigan 48334

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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 2013 Beringea LLP.

Beringea LLP is authorised and regulated by the Financial Conduct Authority (FRN496358). Beringea LLP’s registered office is 39 Earlham Street,

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

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