PGV Praetura Growth Vct Plc

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.