REG - Praetura Growth VCT - Holding(s) in Company

Praetura Growth VCTAnnouncement

22/05/2024 11:30

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RNS Number : 4792P  Praetura Growth VCT Plc  22 May 2024

The Takeover Code (the "Code") applies to Praetura Growth VCT PLC (the
"Company"). The Company is a new Venture Capital Trust (a "VCT"). The Company
published a prospectus on 14 June 2023 relating to an offer for subscription
seeking to raise £10 million (the "Offer") for the first time since its
incorporation. Ordinary shares of 1 penny each in the capital of the Company
(the "Ordinary Shares") were issued to subscribers on 5 April 2024, following
the minimum aggregate subscription amount under the Offer being reached of £3
million (net of offer cost). A further issue of Ordinary Shares was carried
out on 9 April 2024 and all 3,017,918 Ordinary Shares were admitted to trading
on the main market of the London Stock Exchange on 10 April 2024 (the "IPO").

Under Rule 9 of the Code, any person who acquires an interest in shares which,
taken together with shares in which that person or any person acting in
concert with that person is interested, carry 30% or more of the voting rights
of a company which is subject to the Code is normally required to make an
offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30%
of the voting rights of such a company but does not hold shares carrying more
than 50% of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that person
acquires a further interest in shares which increases the percentage of shares
carrying voting rights in which that person is interested.

An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.

For the purposes of determining whether an offer under Rule 9 has been
triggered in relation to the IPO, it is necessary to determine whether any
persons are acting in concert in relation to the Company.

Praetura Concert Party

As is normal in the VCT industry, the Company has appointed a third-party
investment manager, Praetura Ventures Limited (the "Investment Manager") to
manage the Company's portfolio of investments, subject at all times to
oversight from the board of the Company. Certain persons, as set out in the
table below (the "Relevant Persons"), who are connected to the Investment
Manager by virtue of having substantial shareholdings in the Investment
Manager and all being Directors sitting on the Board of the Investment
Manager, or through being closely connected with such individuals, are also
shareholders in the Company.

The Company has agreed with the Takeover Panel that the Relevant Persons are
acting in concert in relation to the Company for the purposes of the Code, due
to them all being connected to, and their interests aligned with, the
Investment Manager (the "Praetura Concert Party").

Following the IPO, the members of the Praetura Concert Party are interested in
1,584,198 Ordinary Shares, representing 53.34% of the voting rights of the
Company, as at the date of this announcement. For so long as the members of
the Praetura Concert Party continue to be acting in concert, they may increase
their aggregate interests in Ordinary Shares without incurring any obligation
to make an offer under Rule 9, although individual members of the Praetura
Concert Party will not be able to increase their percentage interests in
Ordinary Shares through or between a Rule 9 threshold without Panel consent.

Details of the Praetura Concert Party are set out below.

 

 Name                Ordinary Shares held  Percentage of Ordinary Shares
 Darren Carter       198,000               6.56
 Allison Carter      198,000               6.56
 Katie Alice Carter  198,000               6.56
 Joseph Carter       198,000               6.56
 David Foreman       198,000               6.56
 Peadar O'Reilly     198,000               6.56
 Jonathan Prescott   99,198                3.29
 Sam McArthur        99,000                3.28
 Steve Caunce*       -                     -
 Linda Caunce        198,000               6.56
 Total               1,584,198             52.49
 * Steve Caunce is part of the concert party by virtue of being married to
 Linda Caunce.

 

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