REG - Maven Renovar VCT - Tender Offer

Maven Renovar VCTAnnouncement

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RNS Number : 1388Z  Maven Renovar VCT PLC  02 April 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

2 April 2026

Maven Renovar VCT PLC (the "Company")

Legal Entity Identifier: 213800HAEDBBK9RWCD25

Proposed Tender Offer

The board of directors of the Company (the "Board") is pleased to announce its
intention to bring forward proposals to offer shareholders a cash exit by way
of a tender offer (the "Proposed Tender Offer"). The decision to bring these
proposals forward is based on feedback received as part of a shareholder
consultation exercise carried out by the Board over a number of months,
including an outreach exercise with those shareholders who were signatories
(the "Requisitioners") to the requisition request lodged against the Company
in June 2025 (the "Requisition") and a survey issued to over 3,600
shareholders representing a cross-section of shareholders holding, in
aggregate, approximately 63 per cent. of the Company's shares in January 2026,
responses to which were received from over 800 shareholders representing
approximately 19 per cent. of the Company's shares (the "Shareholder Survey").

The Shareholder Survey sought feedback on two key topics: (i) a potential
tender offer in respect of the Company's shares; and (ii) the changes to the
Company's investment policy that were proposed but not adopted at the
Company's annual general meeting on 19 June 2025 (the "2025 AGM"). A majority
of respondents to the Shareholder Survey indicated that they: (i) believed a
tender offer should be brought forward by the Board for shareholder approval
(even though the extent to which Shareholder Survey respondents would
themselves participate in a tender offer was less conclusive); and (ii) were
supportive of changes to the Company's investment policy to adopt an "AIM
Plus" strategy.

In light of the feedback received as part of the Shareholder Survey, 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"). 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 Board therefore intends, subject to shareholder
approval, to proceed with the Proposed Tender Offer prior to the 2026 AGM.

Background

Shareholders will be aware that the Company held two general meetings on 13
August 2025 (the "2025 General Meetings") at which resolutions to re-appoint
the Company's independent Board were passed by a majority of those voting and
requisitioned resolutions seeking to replace the Board were defeated. The
General Meetings were convened following the results of the 2025 AGM and the
receipt of the Requisition from the Requisitioners.

As detailed in the Company's announcement of 10 February 2026, the Board
engaged with the Requisitioners and other larger dissenting shareholders
following the General Meetings in order to understand their reasons for voting
against the Board's recommendations and to ascertain whether they wished to
remain invested in the Company. The feedback received from the Requisitioners
and larger shareholders as part of this outreach exercise was mixed and, as a
result, the Board felt it was important to seek the views of as many
shareholders from the Company's wider shareholder base as practicable. The
Shareholder Survey was commissioned as a means of achieving this wider
shareholder engagement.

The Shareholder Survey sought feedback on two key topics: (i) a potential
tender offer in respect of the Company's shares; and (ii) the proposed changes
to the Company's investment policy that were proposed but not adopted at the
2025 AGM. Of the responses that were received from over 800 shareholders
representing approximately 19 per cent. of the Company's shares, 534
shareholders representing 65.2 per cent. of respondents indicated that they
believed a tender offer should be brought forward by the Board for shareholder
approval. Responses regarding participation in the tender offer varied
depending on the price at which any tender offer were to proceed, with
appetite to participate unsurprisingly being highest at the lowest level of
discount (at which 461 shareholders representing 56.3 per cent. of respondents
indicated they would tender some or all of their shares).

A majority of respondents to the Shareholder Survey were supportive of changes
to the Company's investment policy to adopt an "AIM Plus" strategy, with 521
shareholders representing 63.6 per cent. of respondents indicating that they
would be supportive of adopting a strategy of this nature.

Proposed change of investment objectives and policy

As detailed in previous announcements and circulars issued by the Company, one
of the key conclusions reached during the strategic review carried out in
2024/25 was the Board's belief that moving to an "AIM Plus" strategy would
provide an opportunity to enhance performance by allowing a greater degree of
investment in private companies, alongside continued investment in the AIM
market.

While the resolution to amend the Company's investment objectives and policy
was not passed at the 2025 AGM, the Board continues to believe that an "AIM
Plus" strategy would be in the best interests of shareholders as a whole. The
Board therefore used the Shareholder Survey as an opportunity to seek feedback
from shareholders on the adoption of an "AIM Plus" strategy and, given that
the majority of shareholders that responded to the Shareholder Survey
indicated that they would support the adoption of an "AIM Plus" strategy, the
Board's view regarding the "AIM Plus" strategy has not changed.

The Company therefore intends, subject to all necessary approvals, to amend
its investment objectives and policy to enable a greater degree of investment
in unquoted companies, alongside continued investment in companies quoted on
AIM (and Aquis), while continuing to comply with the requirements of the rules
and regulations applicable to VCTs. It is expected that the amendments to the
investment objectives and policy will be the same, in all material respects,
as those proposed at the 2025 AGM.

The Board intends to seek shareholder approval in respect of the proposed
amendments to the Company's investment objectives and policy at the 2026 AGM.
While a majority of respondents to the Shareholder Survey indicated that they
would be supportive of changes to the Company's investment policy to adopt an
"AIM Plus" strategy, other respondents indicated that they were neutral or
would not support the proposal without further information. The Board will
therefore provide further explanation, including the proposed new investment
objectives and policy, in and alongside the notice of the 2026 AGM.

Proposed Tender Offer

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 realise part, or potentially
all, of their shareholding. In order that such shareholders will have the
opportunity to do so prior to the "AIM Plus" strategy potentially being
adopted by the Company following approval by shareholders at the 2026 AGM, the
Company intends to put forward a tender offer for approval by the shareholders
at a general meeting of the Company to be held prior to the 2026 AGM (the
"Tender Offer General Meeting").

The Proposed Tender Offer will allow the Company to make an offer to as many
shareholders as possible for the buyback of shares on the same terms and
through a mechanism that is intended to facilitate participation by
shareholders who hold shares in both certificated and uncertificated form
(compared to the Company's existing buyback procedure, which requires
shareholders who hold shares in certificated form to arrange for these to be
dematerialised into uncertificated form in order to participate).

The record date for the Proposed Tender Offer is expected to occur after the
record date for the special dividend announced by the Company on 27 March 2026
(such that all shareholders, including those who wish to tender shares, 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 Proposed Tender Offer will be tendered
on an ex-dividend basis).

The Proposed Tender Offer will be subject to approval by way of a resolution
of the Company's shareholders to be proposed at the Tender Offer General
Meeting.

The full terms of the Proposed Tender Offer together with further details on
the background and why the Board considers the Proposed Tender Offer and its
future plans are in the best interests of shareholders as a whole will be set
out in a circular convening the Tender Offer General Meeting, which will be
published and sent to shareholders in due course.

Special Dividend

The Board has previously confirmed that, where holdings in the AIM portfolio
are realised, the intention is that the majority of those proceeds will
generally be returned to shareholders by way of a dividend. In light of the
ongoing realisations within the AIM quoted portfolio, and consistent with the
stated approach, on 27 March 2026 the Board announced a special dividend of
3.50 pence per ordinary share.

The special dividend will be paid on 8 May 2026 to shareholders who were on
the register at 10 April 2026, with an ex-dividend date of 9 April 2026. As
noted above, the record date for the special dividend is expected to occur
prior to the record date for the Proposed Tender Offer (if approved).

Issued on behalf of the Board

Maven Capital Partners UK LLP

Enquiries

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.

 

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