The information contained on these website pages (this “Site”) is communicated and issued by Beringea LLP (details below) in accordance with the following terms and conditions. By accessing any part of this Site, you will be deemed to have accepted these Terms and Conditions in full. If you do not accept these Terms and Conditions, please do not continue to access this Site.
The ProVen VCTs and the ProVen Estate Planning Service are managed by Beringea LLP, a specialist private equity fund manager based in the UK which is authorised and regulated by the Financial Conduct Authority (FCA). Beringea LLP's FCA Firm Reference Number is 496358.
Beringea LLP is a limited liability partnership register in England and Wales with registered number OC342919 whose registered office address is Charter House, 55 Drury Lane. London. WC2B 5SQ.
We do not provide advice to investors. The information which appears on our Site is for information purposes only and does not constitute specific investment, tax, legal or other advice. We recommend that any potential investors should seek specialist independent tax and financial advice before investing in any of our products.
The information contained within this Site does not constitute an offer to invest or an invitation to apply for securities:
You should note that investment in any ProVen offering should only be made on the basis of reading all applicable documentation (including, but not limited to, the Prospectus, Brochure, the Investor Agreement, the Custodian Terms and Conditions and the Application Form).
Investment in the ProVen VCT’s and the ProVen Estate Planning Service are high risk and are not suitable for all investors due, in particular, to the underlying illiquidity, the early-stage nature of the investments and the need to hold the investment for a significant period for tax reasons. As a result, these are deemed to carry a higher risk than many other types of investment.
More details about risk can be found below, as well as in the Brochure for the ProVen Estate Planning Service and the Prospectus for the VCT’s, which you can find in the key documents section of the website. It is important that you read these before deciding whether the service is right for your needs. If you are unsure whether the service is right for you given your personal circumstances, you should seek advice from a financial adviser.
VCT investment is not suitable for all Investors and if you are in any doubt about its suitability for you please do speak to your authorised financial adviser.
Your capital is at risk, and you may not get back what you originally invest. As a prospective Investor there are a number of specific risk factors you should be aware of before investing in either ProVen VCT or PGI VCT. Prospective Investors should read the whole of the Prospectus including the Risk Factors in the Securities Note and not rely solely on the information below.
We consider the following risks, relating to the Offer, to be material for potential Investors. However, the risks listed below do not comprise all those relating to the Offer and are not set out in order of priority.
» The tax reliefs described are based on current legislation, practice and interpretation which may change, possibly retrospectively. The ability of investors to secure the tax reliefs available to investors in VCTs depends on their individual circumstances.
» Changes to the legislation relating to VCTs may adversely affect the ability of the ProVen VCTs to meet their objectives, and may reduce the returns to investors.
» You may not get back some or all of the amount you invested.
» The market price of your shares may fluctuate and may not fully reflect the underlying net asset value.
» It is the intention to manage the ProVen VCTs so that they qualify as VCTs, but there can be no guarantee that such status will be maintained. If the ProVen VCTs fail to meet the qualifying requirements it could result in adverse tax consequences for investors, including being required to repay the 30% income tax relief.
» A VCT may only invest in SMEs which qualify under the VCT regulations. Investment in small, unquoted companies involves substantially higher risk than investing in larger, longer established businesses.
» There is no certainty as to the level of dividends that will be paid, if any.
» Whilst most parts of the world now seem to be through the worst of the Covid-19 pandemic, its effect on stock markets and other financial markets around the world is still unfolding. Supply chain issues and delays in manufacture have been exacerbated by the war in Ukraine and the challenges from current geopolitical uncertainty. Surging energy prices are driving up costs across the board which has naturally led to price rises in all parts of the economy, which has resulted in increases in bank base rates which will lead to higher costs of borrowing (which will have an adverse effect consumers’ disposable income and on the availability and costs of borrowing of the Companies’ investee companies). The exact effect of these challenges, and the effects on the Companies’ investee companies, is difficult to predict.
As such, it will make it more difficult to value the Companies’ investments in investee companies in the near term. If this uncertainty and volatility in the economy continues, it will also make it more challenging to determine future income streams from the Companies’ investment portfolio, which may have an effect on the price at which investors can sell their Ordinary Shares.
» In most cases, the valuation of the existing investments will be based on the valuation metrics of comparable quoted companies which are subject to change. The current valuations of the existing investments may, therefore, not accurately reflect their future values.
» The Finance Act 2018 introduced a new “risk-to-capital” condition for Qualifying Investments, designed to focus investments towards potentially higher growth earlier stage businesses. These changes, and earlier changes to the VCT Rules, may mean that there are fewer opportunities for investment, that each Company may not be able to provide further investment funds for some of the companies already in its portfolio or some of these companies being unable to raise funds at all, which may result in their insolvency, and that there is a greater element of risk given the focus on earlier stage businesses.
» Qualifying Investments made by the Companies will be in companies whose shares are not readily marketable and, therefore, may be difficult to realise.
» As minority investors, the Companies will not control the boards of directors of investee companies and may not be in a position to fully protect their interests.
» Annual dividends may exceed the increase, if any, in net asset value arising from net income and realised and unrealised gains during the year. If this is the case, the net asset value will fall over the period.
» You may have difficulty selling your shares and any sale is likely to be at a discount to the net asset value.
» Investors should be aware that if they sell their shares within five years of their subscription, they will be required to repay the 30% income tax relief obtained on the subscription for these shares. Accordingly, an investment in the ProVen VCTs should be considered as a longer term investment.
» The impact of the UK’s withdrawal from the EU and the ending of the transition period on 31 December 2020 may still have an impact on the business models, business operations and financial results of, or sales demand, material and labour costs, availability and cost of finance for, the businesses in which the ProVen VCTs invest, resulting in a reduction in the value of the Ordinary Shares.
» In 2015 a sunset clause for VCT income tax relief was introduced. This was a condition of the European Commission’s State Aid approval of the UK’s VCT and EIS schemes, namely a retirement date for the schemes of midnight on 5 April 2025. In September 2022, the Government announced its intention to extend the VCT and EIS schemes and, at the time of publication, we await further details of the new legislation.
We want to ensure that you understand the risks of investing so you can ensure the Service is appropriate for your needs. As investments made through the Service are made into private companies, which are not as liquid or easy to value as other investments, these are deemed to be a high risk investment.
Before making an investment, you should consider carefully the risks of investing in the Service which are set out below and ensure that you understand and are comfortable with these risks. Potential investors are recommended to seek advice from an independent financial advisor who can review the risks set out in this Brochure and help you to consider whether the Service is right for you given your personal circumstances.
The list of risks is not exhaustive, and unknown risks (such as future changes in legal, regulatory or tax requirements) or risks which Beringea currently believes are not material, may also have an adverse effect on the Service or on the financial prospects or value of your investments.
» You may lose money
The value of your investments may go down as well as up and investors may not get back the full amount invested. Investments made through the Service are made into private companies which are considered to be higher risk than securities listed on the London Stock Exchange.
» Tax reliefs cannot be guaranteed
The Service has been designed to protect your investment from IHT after two years, assuming you hold the investment at death (or the date of another chargeable event). The rates of tax, tax benefits and allowances that are described in this Brochure are based on current legislation and HMRC practice. These may change from time to time and, as such, they are not guaranteed and could affect the reliefs availablefor IHT purposes. Tax reliefs are subject to an individual’s personal circumstances and independent tax advice should be taken. In addition, any changes to the sectors that are qualifying trades for the purposes of the IHT legislation may have a material adverse effect on the value of the shares or the ability to achieve the objectives of the Service.
» Investments should be considered long-term
An investment in the Service should be considered a long-term investment and the structure of the Service has been designed with this in mind. Although you will be able to request a withdrawal from your portfolio, there could be a significant delay because the investments made through the Service will be in unquoted companies, the shares of which can be less liquid than listed shares. Please note, in general, investments in companies qualifying for Business Relief must be held for at least two years at the time of death (or the date of another chargeable event) before IHT relief begins.
» Reliance on individuals
The success of the Service is significantly dependent upon the expertise of the team. For example, the knowledge and experience of Beringea’s allocation committee (“Allocation Committee”), who make the decisions as to which investments are allocated to your portfolio, and the staff within Beringea and Armstrong who advise the Trading Companies. In the event key staff leave Beringea and/or Armstrong or Armstrong ceases to provide services to the Trading Companies, there may be an impact on the performance of the Service.
» There is a risk of limited diversification
While the lending and solar activities of the Trading Companies that you invest in will be diverse, it is likely that you will be invested in a limited number of companies. We expect most investors will receive shares in one to four Trading Companies. While Beringea and Armstrong work proactively to manage the risks at Trading Company level, this means that if something goes wrong with one of the companies, this may have a meaningful impact on your portfolio.
» Business Risks
The Trading Companies which the Service invests into will each be exposed to specific trading risks which could adversely impact the level of return achieved, and subsequently impact the value of your portfolio. For example:
• Trading Companies that provide loans to SMEs may find that a greater number of underlying businesses they lend to are unable to repay the loans than expected when market conditions change;
• Trading Companies that own and operate solar power plants could be exposed to movements in wholesale power prices, construction risk on new projects and other risks associated with operating solar power plants;
and
• Trading Companies, like many companies, may borrow funds from external lenders to fund their working capital requirements which could increase the risk of your investment falling in value where these loan
commitments cannot be met.
Beringea and Armstrong will actively monitor yourinvestments and advise the Trading Companies, but it is important to understand that when you become a shareholder in the Trading Companies through the Service, your portfolio may be impacted by the business risks that those companies face should they materialise.
» There is no guarantee of liquidity
Although investments in the Service are intended to be redeemable, there is no guarantee that withdrawals will be paid when requested. Factors such as difficulties in realising underlying investments, demand for withdrawals or distributions and changes in legislation could all result in the Service having insufficient liquidity to satisfy withdrawal requests and the process for returning monies could be much longer than anticipated.
» Target returns cannot be guaranteed and youcannot rely on past performance
Past performance of the Service, of Beringea or Armstrong, the funds Beringea manages or the companies Armstrong advises is not a guide to future performance. Future performance may be materially different from past performance. No guarantee can be given as to the overall performance or actual level of return that can be achieved or that the Service’s objectives will be achieved.
Reasonable care has been taken to ensure that the information available on this site is correct and up to date. However, since some of the information has been sourced from third parties and certain data may not have been updated, we make no representation or warranty of any kind regarding the information on this site.
You should therefore be aware that certain information may be out of date, incomplete or incorrect and therefore should be independently verified or verified directly with us before taking any action in reliance on it.
Nothing in these Term and Conditions shall either:
The contents of this Site and all intellectual property rights in the Site are owned by Beringea LLP. You may not copy any part of our website without the prior written consent of Beringea LLP.
A self-certified sophisticated investor is an individual who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:
I declare that I am a self-certified sophisticated investor for the purposes of the restriction on promotion of non-mainstream pooled investments. I understand that this means:
1. I can receive promotional communications made by a person who is authorised by the Financial Conduct Authority which relate to investment activity in non-mainstream pooled investments;
2. the investments to which the promotions will relate may expose me to a significant risk of losing all of the property invested.
I am a self-certified sophisticated investor because at least one of the following applies:
1. I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;
2. I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million;
3. I have made more than one investment in an unlisted company in the two years prior to the date below; or
4. I am, or have been in the two years prior to the date below, a member of a network or syndicate of business angels for more than six months.;
I accept that the investments to which the promotions will relate will expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me seek advice from someone who specialises in advising on non-mainstream pooled investments.
A certified high net worth investor is an individual who has signed, within the period of twelvemonths ending with the day on which the communication is made, a statement in the following terms:
I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of high-risk investments. The exemption relates to certified high net worth investors and I declare that I qualify as such because at least one of the following applies to me:
I had, throughout the financial year immediately preceding the date below, an annual income to the value of £100,000 or more. Annual income for these purposes does not include money withdrawn from my pension savings.
I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include:
1. the property which is my primary residence or any money raised through a loan secured on that property; or
2. any rights of mine under a qualifying contract of insurance; or
3. any pension or withdrawals from my pension savings.
I accept that the investments to which the promotions will relate will expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on high-risk investments.
A certified restricted investor is an individual who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:
I make this statement so that I can receive promotional communications relating to non-readily realisable securities as a restricted investor. I declare that I qualify as a restricted investor because:
(a) in the twelve months preceding the date below, I have not invested more than 10% of my net assets in high-risk investments; and
(b) I undertake that in the twelve months following the date below, I will not invest more than 10% of my net assets in high-risk investments.
Net assets for these purposes do not include:
(a) the property which is my primary residence or any money raised through a loan secured on that property;
(b) any rights of mine under a qualifying contract of insurance; or
(c) any pension or withdrawals from my pension savings.
I accept that the investments to which the promotions will relate will expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on high-risk investments.
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