REG - Maven Renovar VCT - Publication of Tender Offer Circular
27/04/2026 10:15
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RNS Number : 0265C Maven Renovar VCT PLC 27 April 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY
RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF
SUCH JURISDICTION OR OF THE UK. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
INVITATION TO PARTICIPATE IN THE TENDER OFFER IN OR FROM ANY JURISDICTION IN
OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.
For immediate release
27 April 2026
Maven Renovar VCT PLC
Publication of Circular in connection with the proposed return of up to 12 per
cent. of the issued Share capital of the Company to Shareholders by way of a
Tender Offer
Further to the announcement made by the Company on 2 April 2026, the Company
is pleased to offer Shareholders a cash exit by way of a tender offer for up
to 12 per cent. of the issued Share capital (excluding Shares held in
treasury) of the Company (the "Tender Offer"). This Tender Offer is intended
to provide an exit opportunity for those Shareholders who do not wish to
continue their investment in the Company in the event the Company pursues an
"AIM Plus" strategy (which strategy the Board intends to put to Shareholders
for approval at the forthcoming annual general meeting).
Highlights
· Tender Offer for up to 12 per cent. of the issued Share capital
(excluding Shares held in treasury) of the Company as at the Record Date
(being 6.00 p.m. on 21 May 2026).
· Priced at a 3.5 per cent. discount to the NAV per Share (adjusted to
add back any costs relating to the implementation of the Tender Offer already
incurred or accrued) as at the Calculation Date (being 22 May 2026). The
Tender Price will be announced through a Regulatory Information Service on or
around 26 May 2026, alongside the Company's NAV per Share as at 22 May 2026.
· Eligible Shareholders may offer to tender up to a maximum of 100
per cent. of the Shares held by them as at the Record Date (the "Tender
Entitlement"). However, the maximum number of Shares that will be purchased
under the Tender Offer will be 12 per cent. of the issued Share capital
(excluding Shares held in treasury) of the Company as at the Record Date and
so Shareholders may have their Tender Entitlement scaled back pro rata if the
Tender Offer is over-subscribed.
· Subject to the satisfaction of the conditions relating to the
Tender Offer (set out in paragraph 3 of Part 3 of the Circular), Shore Capital
will purchase, as principal, Shares validly tendered under the Tender Offer at
the Tender Price.
· In order to be valid, Tender Forms or TTE Instructions must be
completed in accordance with the relevant instructions and submitted, together
with the share certificate(s) and/or other document(s) of title in respect of
any certificated Shares tendered, so as to be received by the Receiving Agent
by no later than 1.00 p.m. on 21 May 2026.
Background
As detailed in the announcement of 2 April 2026, the decision to bring the
proposals for the Tender Offer forward was based on feedback received as part
of a Shareholder consultation exercise carried out by the Board over a number
of months. In the light of the feedback received as part of that consultation
exercise, the Board intends to propose amendments to the Company's investment
policy to adopt an "AIM Plus" strategy at the Company's annual general meeting
to be held in June 2026 (the "2026 AGM"). Further details regarding the
proposed new investment objectives and policy, and the rationale for their
adoption, will be set out in the notice of the 2026 AGM.
While the Board continues to believe that the adoption of an "AIM Plus"
strategy is in the best interests of Shareholders as a whole, the Board
recognises that some Shareholders may wish to sell some, or all, of their
Shares prior to the "AIM Plus" strategy being put to Shareholders for approval
at the 2026 AGM. The Tender Offer is being put to Shareholders for approval
as a means of ensuring that such Shareholders will have the opportunity to do
so.
The Company has today published a circular (the "Circular") providing
Shareholders with full details of the Tender Offer and containing Notice of a
General Meeting to be held at 9.00 a.m. on 20 May 2026 at the offices of Maven
Capital Partners UK LLP, 6th Floor, Saddlers House, 44 Gutter Lane, London
EC2V 6BR.
A copy of the Circular is available on the Company's webpage
at https://www.mavencp.com/renovarvct (https://www.mavencp.com/renovarvct)
and has also been submitted to the National Storage Mechanism where it will
shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Details of the Tender Offer
The Tender Offer will enable those Eligible Shareholders who wish to sell some
or all of their Shares to elect to do so, subject to the overall limits of the
Tender Offer. Shareholders who successfully tender Shares will receive the
Tender Price per Share, being a 3.5 per cent. discount to the NAV per Share
(adjusted to add back any costs relating to the implementation of the Tender
Offer already incurred or accrued) as at the Calculation Date (being 22 May
2026). The Tender Price will be set at this level to allow Shareholders who
wish to realise a portion (or potentially all) of their holding of Shares to
do so at what the Board expects will be a premium to the prevailing market
price per Share and a lower discount to NAV per Share than the target discount
under the Company's general Share buyback programme. Assuming that the Tender
Offer is taken up in full, the Board expects that continuing Shareholders will
suffer no (or no material) NAV dilution as a result of the Company undertaking
the Tender Offer. The Tender Price will be announced through a Regulatory
Information Service on or around 26 May 2026, alongside the Company's NAV per
Share as at 22 May 2026.
Under the terms of the Tender Offer, which is being made by Shore Capital,
Eligible Shareholders may offer to tender up to a maximum of 100 per cent. of
the Shares held by them as at the Record Date. However, the maximum number of
Shares that will be purchased under the Tender Offer will be 12 per cent. of
the issued Share capital (excluding Shares held in treasury) of the Company as
at the Record Date and so Shareholders may have their Tender Entitlement
scaled back pro rata if the Tender Offer is over-subscribed. The basic
entitlement which the Company will commit to buy back from each Eligible
Shareholder is, therefore, 12 per cent. of the Shares held by such Eligible
Shareholder as at the Record Date (the "Basic Entitlement"). If the Tender
Offer is over-subscribed, Eligible Shareholders will be entitled to tender up
to their Basic Entitlement, rounded down to the nearest whole number of
Shares. If the Tender Offer is not over-subscribed, Eligible Shareholders who
validly apply to tender Shares up to the Tender Entitlement should have their
application satisfied in full.
Subject to the satisfaction of the conditions relating to the Tender Offer,
Shore Capital will purchase, as principal, Shares validly tendered under the
Tender Offer at the Tender Price. Following completion of those purchases, it
will then sell all the relevant Shares back to the Company pursuant to the
Repurchase Agreement at the Tender Price by way of an on-market transaction on
the main market for listed securities of the London Stock Exchange. The Shares
which the Company acquires from Shore Capital will be cancelled. The
repurchase of Shares by the Company under the Repurchase Agreement will be
funded from the Company's special distributable reserve.
The Tender Offer is subject to the terms and conditions set out in the
Circular. The Tender Offer may also be terminated in certain circumstances as
set out in the Circular. Shareholders should note that, once tendered, Shares
may not be sold, transferred, charged or otherwise disposed of other than in
accordance with the Tender Offer.
Costs
Assuming the Tender Offer is taken up in full, the costs of the Tender Offer
are not expected to result in dilution to the NAV per Share for Shareholders
that continue to be invested in the Company in respect of their remaining
Shares given the application of the 3.5 per cent. discount to NAV at which the
Tendered Shares will be repurchased.
Overseas Shareholders and Restricted Shareholders
The making of the Tender Offer to persons outside the United Kingdom may be
prohibited or affected by the laws of the relevant overseas jurisdictions.
Shareholders with registered or mailing addresses outside the United Kingdom
who are citizens or nationals of, or resident in, a jurisdiction other than
the United Kingdom should read the relevant sections of the Circular
carefully.
The Tender Offer is not being made to Shareholders who are resident in, or
citizens of, Restricted Jurisdictions. Restricted Shareholders are being
excluded from the Tender Offer in order to avoid offending applicable local
laws relating to the implementation of the Tender Offer. Accordingly, copies
of the Tender Form are not being and must not be mailed or otherwise
distributed in or into Restricted Jurisdictions.
It is the responsibility of all Overseas Shareholders to satisfy themselves as
to the observance of any legal requirements in their jurisdiction, including,
without limitation, any relevant requirements in relation to the ability of
such holders to participate in the Tender Offer.
Taxation
The attention of Shareholders is drawn to Part 5 of the Circular which sets
out a general guide to certain aspects of current UK taxation law and HMRC
published practice. This information is a general guide and is not exhaustive.
Shareholders' attention is drawn, in particular, to the information set out in
Part 5 of the Circular regarding the retention of income tax reliefs, which
explains that Eligible Shareholders who subscribed for their Shares less than
five years ago (which, for the avoidance of doubt, includes any Shares
subscribed for on or after 29 May 2021), and sell Shares in the Tender Offer,
will have to repay their upfront income tax relief on those Shares. If the
Shares are disposed of at a loss, upfront income tax relief of 30 per cent. of
the proceeds is repayable.
Shareholders who are in any doubt as to their tax position or who are subject
to tax in a jurisdiction other than the UK should consult an appropriate
professional adviser.
Existing Share buyback authority
The Company's existing authority to repurchase its own Shares, which was
granted at the last annual general meeting of the Company held on 19 June 2025
(the "2025 AGM") and conferred authority to repurchase up to 21,552,293 Shares
(being approximately 14.99 per cent. of the Company's issued Share capital as
at the date of that meeting) on a non-pre-emptive basis (the "Existing
Authority"), will remain in force and will be unaffected by the Tender Offer.
Since the 2025 AGM through to close of business on the Latest Practicable
Date, the Company had bought back and cancelled 3,255,073 Shares (representing
approximately 15.10 per cent. of the Existing Authority). Therefore, as at
close of business on the Latest Practicable Date, the Company had remaining
authority under the Existing Authority to repurchase up to a further
18,297,220 Shares (representing approximately 13.03 per cent. of the Company's
issued Share capital (excluding Shares held in treasury) as at the Latest
Practicable Date).
Special Dividend
On 27 March 2026, the Board announced a special dividend in respect of the
year ending 31 January 2027 of 3.50 pence per Share (the "Special Dividend").
The Special Dividend will be paid on 8 May 2026 to Shareholders on the
Register at 6.00 p.m. on 10 April 2026.
The record date for the Special Dividend therefore occurred prior to the
Calculation Date and the Record Date for the Tender Offer. This means that all
Shareholders, including those who wish to tender Shares under the Tender
Offer, will be entitled to receive the Special Dividend in respect of the
Shares held by them as at the record date for the Special Dividend and any
Shares subsequently tendered pursuant to the Tender Offer will be tendered on
an ex‑dividend basis.
Future returns of excess cash and capital to Shareholders
The Board has repeatedly confirmed its commitment to returning excess cash and
capital to Shareholders on an ongoing and ad hoc basis and this will continue
after the Tender Offer. In this respect, the Board reminds Shareholders' that:
(a) the Company's dividend policy was amended following the
Investment Manager's appointment to increase the target dividend amount to 6
per cent. of Net Asset Value at the immediately preceding financial year end
(subject to distributable reserves, cash resources and other relevant factors
such as VCT qualifying levels);
(b) the Board and the Investment Manager have confirmed that
where holdings in the AIM portfolio are sold (as and when opportunities arise
in the market), the intention is that the majority of these proceeds will
generally be returned to Shareholders by way of a dividend; and
(c) the Board believes that the continued operation of the
Company's Share buyback programme remains a cost effective mechanism for
returning capital to those Shareholders who may wish to sell Shares and the
Company will, while this remains the case, continue to buy back Shares on a
weekly basis (where required and subject to the Existing Authority, working
Capital requirements and the distributable profits position).
General Meeting
The Tender Offer is subject to Shareholder approval at a General Meeting which
is to be held at the offices of Maven Capital Partners UK LLP, Saddlers House,
6th Floor, 44 Gutter Lane, London EC2V 6BR on 20 May 2026 at 9.00 a.m. At this
meeting a special resolution will be proposed to give the Company authority to
make market purchases of up to 16,847,339 Shares (representing approximately
12 per cent. of the issued Share capital (excluding Shares held in treasury)
of the Company as at the Latest Practicable Date) pursuant to the Tender
Offer.
In order to be passed, the Tender Offer resolution will require not less than
75 per cent. of the votes cast by Shareholders present, in person or by proxy,
at the General Meeting to be voted in favour. Should the Tender Offer
resolution fail to be passed, the Tender Offer will not proceed.
Recommendation
The Board considers that proceeding with the Tender Offer and the resolution
to be proposed at the General Meeting are in the best interests of the Company
and its Shareholders as a whole. Accordingly, the Board unanimously recommends
that Shareholders vote in favour of the resolution to be proposed at the
General Meeting.
The Board makes no recommendation to Shareholders as to whether or not they
should tender all or any of their Shares in the Tender Offer. Whether or not
Shareholders decide to tender their Shares will depend, amongst other factors,
on their view of the Company's prospects, and their own individual
circumstances, including their own tax position.
Neither the Directors nor the Investment Manager intend to tender any Shares
under the Tender Offer.
Expected timetable
2026
Tender Offer opens 27 April
Latest time and date for receipt of Forms of Proxy and electronic proxy 9.00 a.m. on 18 May
appointments (including via CREST) for the General Meeting
Record date and time for entitlement to vote at the General Meeting 6.00 p.m. on 18 May
General Meeting 9.00 a.m. on 20 May
Results of General Meeting announced 20 May
Latest time and date for receipt of Tender Forms and submission of TTE 1.00 p.m. on 21 May
Instructions from Shareholders
Record Date for the Tender Offer 6.00 p.m. on 21 May
Calculation Date for the Tender Offer 5:00 p.m. on 22 May
Results of Tender Offer elections and Tender Price announced 26 May
Tender proceeds to be paid to both certificated Shareholders and CREST members By 3 June
by bank transfer
CREST accounts credited for revised uncertificated shareholdings of Shares By 3 June
(or, in the case of unsuccessful tenders, for entire holdings of Shares)
Balancing share certificates despatched to certificated Shareholders By 3 June
Notes
1. References to times in the expected timetable above are to London time.
2. The dates set out in the expected timetable above and mentioned
throughout the Circular (other than in relation to the General Meeting) may be
adjusted by the Company, in which event details of the new date(s) will be
notified to Shareholders by an announcement made by the Company through a
Regulatory Information Service.
Defined terms used in this announcement have the meanings given in the
Circular unless the context otherwise requires.
Enquiries
For further information please contact:
Maven Capital Partners UK LLP, Company Secretary
Tel: 0141 306 7400
Email: CoSec@mavencp.com
Fiona Wollocombe, Chair
Maven Renovar VCT PLC
Email: MavenRenovarVCTChair@mavencp.com
Important information
This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of UK MAR. Upon publication of this
announcement via a Regulatory Information Service, such information is now
considered to be in the public domain.
Shore Capital and Dickson Minto Advisers are each authorised and regulated in
the United Kingdom by the FCA. Shore Capital and Dickson Minto Advisers are
acting exclusively for the Company and are not advising any other person or
treating any other person as their respective clients in relation to the
Tender Offer or the matters referred to in this document, and will not be
responsible to anyone other than the Company for providing the protections
afforded to customers of Shore Capital or Dickson Minto Advisers
(respectively) nor for providing advice in relation to the Tender Offer or the
matters referred to in this document. Nothing in this paragraph shall serve to
exclude or limit any responsibilities which Shore Capital or Dickson Minto
Advisers (respectively) may have under FSMA or the regulatory regime
established thereunder.
Any decision to participate in the Tender Offer should only be made on the
basis of an independent review by an Eligible Shareholder of the Company's
publicly available information. Neither Shore Capital nor Dickson Minto
Advisers nor any of their affiliates accept any liability arising from the use
of, or make any representation as to the accuracy or completeness of, this
announcement or the Company's publicly available information.
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