REG - Amati AIM VCT PLC - Update on Change of Investment Manager

Amati AIM VCTAnnouncement

16/04/2025 07:00

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RNS Number : 1839F  Amati AIM VCT PLC  16 April 2025

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

16 April 2025

Amati AIM VCT plc

 

Update on Change of Investment Manager

 

Summary

Further to the announcements released on 2 December 2024 and 28 February 2025,
the board of directors (the "Board") of Amati AIM VCT plc (the "Company")
announces that, having agreed terms for the early termination of the
appointment of the Company's current investment manager, Amati Global
Investors Limited ("AGI"), the Company has entered into a new investment
management agreement with Maven Capital Partners UK LLP ("Maven") under which
it is intended that Maven will be appointed as the Company's investment
manager with effect from 00.01 a.m. on 1 May 2025.

Under the investment management agreement between the Company and Maven (the
"New IMA"):

 

§ There will be no change to the level of management fee payable by the
Company to its investment manager, with Maven receiving an annual management
fee of 1.75 per cent. of the Company's net asset value.

§ The Company's annual running costs (excluding incentive fees and other
extraordinary costs) will continue to be capped at 3.5 per cent. of the
Company's net assets, with any excess running costs met by Maven by way of a
reduction in future management fees.

§ In order to offset a termination payment to be paid to AGI and to
contribute towards the other costs of implementing the proposals described in
this announcement, Maven will waive its management fee for two years
commencing on the date of appointment.

§ The Board has agreed to seek shareholder approval (having now obtained FCA
approval) to broaden the Company's investment objectives and policy to enable
a greater degree of investment in unquoted UK companies with strong growth
potential, alongside continued investment in companies quoted on AIM and Aquis
(an "AIM Plus" strategy).

§ In light of, but not conditional on, the proposed adoption of an "AIM
Plus" strategy, Maven will be entitled to receive an incentive fee of 15 per
cent. of realised capital gains generated by the Company's future investments
in unquoted companies. The incentive fee on unquoted investments will only be
payable if the Company's net asset value (after adjustment to take account of
share issuances, share buybacks, dividends and the performance of unquoted
investments made prior to Maven's appointment) has increased since the date an
incentive fee was last paid.

Details on the terms for early termination

 

Following agreement with AGI, it is proposed that the investment management
and administration agreements currently in place between the Company and AGI
(the "AGI Agreements") will be terminated with effect from 23.59 p.m. on 30
April 2025. AGI has agreed to co-operate with the Company and Maven to ensure
an orderly handover of the Company's portfolio and affairs. Conditional upon
compliance with the foregoing, the Company has agreed to pay to AGI, as
compensation for the early termination of the AGI Agreements, an amount equal
to the remaining management and administration fees that would have been
payable to AGI if AGI's appointment had continued for the full length of the
12 month notice period required under each of the AGI Agreements,
respectively. AGI has agreed to waive any claims against the Company in
respect of the termination of the AGI Agreements and has agreed that no
further compensation or costs shall be payable, save that the Company may, at
the sole discretion of the Board, make an additional discretionary payment to
AGI in certain circumstances where the Board has determined, acting in good
faith, that the Company's net asset value has increased during the period to 2
December 2025 (being the date on which the 12 month notice under each of the
AGI Agreements was previously due to expire) as a result of performance and/or
returns generated by investments which were made by AGI prior to the date of
early termination.

 

Details on the terms of the New IMA

 

The terms of the New IMA are consistent with the heads of terms previously
entered into between the Company and Maven, details of which were announced on
28 February 2025.  Details of the key terms of the New IMA have been set out
again below for ease of reference.

 

Under the New IMA, Maven will receive an unchanged annual management fee of
1.75 per cent. of the Company's net asset value, calculated and payable
quarterly in arrears. Maven will also receive an annual administration fee of
£82,000 and an annual company secretarial fee of £56,000, each payable
quarterly in arrears and subject to an annual adjustment, calculated on 1
February each year, to reflect any change in the UK Retail Prices Index. Such
fees are consistent with, and will replace, the administration and secretarial
fees currently paid to third party service providers. The Company's annual
running costs (excluding incentive fees and other extraordinary costs) will
continue to be capped at 3.5 per cent. of the Company's net assets, with any
excess running costs met by Maven by way of a reduction in future management
fees.

 

In order to offset the termination payment to be paid to AGI as compensation
for the early termination of the AGI Agreements and to contribute towards the
other costs of implementing the change of investment manager and the proposed
changes to the Company's investment objectives and policy, Maven has agreed to
waive its management fee under the New IMA for two years commencing on the
date of appointment. The Company will bear all the remaining costs associated
with the strategic review, the change of manager and the proposed changes to
the Company's investment objectives and policy.

 

In light of, but not conditional on, the adoption of an "AIM Plus" strategy as
described in the announcements released on 2 December 2024 and 28 February
2025, the Company has agreed that Maven will be entitled to receive a
management incentive fee in respect of gains generated by investments in
unquoted companies which are made following the effective date of Maven's
appointment or which have been introduced to the Company by Maven prior to
effective date. The incentive fee payable will be an amount equal to 15 per
cent. of the total return over cost generated by the realisation of any
unquoted investment during each financial year (or, without double counting,
during any previous financial years), adjusted for any realised losses
incurred in respect of other such unquoted investments in that year (or,
without double counting, during previous years). The incentive fee on such
unquoted investments will only be payable on the basis of realised capital
gains (as opposed to valuation uplifts) and only if the Company's net asset
value (after adjustment to take account of share issuances, share buybacks,
dividends and the performance of unquoted investments made prior to Maven's
appointment) has increased since the date an incentive fee was last paid. The
incentive fee will be calculated and payable on an annual basis as at 31
January (save that the first incentive fee will not be calculated and payable
until the end of the initial term, as detailed below, based on realisations
which have occurred during the initial term).

Maven's appointment will be for an initial term of 24 months and shall be
terminable, in addition to customary termination provisions, during the 12
month period commencing at the end of the initial term, by either party
serving 18 months' notice, and thereafter, by either party serving 12 months'
notice.

 

It is expected that the New IMA will become effective, and Maven will be
appointed as the Company's investment manager, administrator and company
secretary, with effect from 00.01 a.m. on 1 May 2025.

Change of name, ticker and website

Applications to change the Company's name and ticker will be made so as to
take effect on or as soon as reasonably practicable following Maven's
appointment becoming effective. The Company's website address is also expected
to change at that time. Details of the new name, ticker and website address
will be announced by the Company upon or prior to these changes becoming
effective.

Fiona Wollocombe, Chair, commented:

 

"I would like to thank all of our shareholders for their continuing patience
whilst the Board carried out its strategic review of the options available to
the Company. The Board has now put the necessary arrangements in place to seek
shareholder approval to change the Company's investment objectives and policy
to adopt an "AIM Plus" strategy and to appoint a new manager with appropriate
resources and expertise in managing unquoted investments for VCTs and a
sufficient pipeline of deals to have capacity to extend participation in such
deals to the Company. The Board is optimistic that these changes will bring
positive benefits in performance for our shareholders and looks forward to a
new chapter for the Company.

 

The Board would like to thank the outgoing manager for its stewardship of the
Company over the past thirteen years and for the co-operation that it has
shown to the Board and its advisers in order to ensure a smooth transition of
the Company's management arrangements.

 

I will be writing to shareholders with details of the proposed changes to
Company's investment objectives and policy, which shareholders will be asked
to approve at the Company's AGM, as part of the AGM communications. The Board
will be recommending that shareholders vote in favour of the resolution to
approve the proposed changes to the Company's investment objectives and
policy."

 

Bill Nixon, Managing Partner of Maven Capital Partners, commented:

 

"We are very pleased to be appointed as Investment Manager of Amati AIM VCT
plc which, following the conclusion of this transaction, will be rebranded and
become part of the Maven client VCT stable. In recent years, the quality of
VCT qualifying IPO activity on AIM has been sub optimal, with the market as a
whole suffering from weak buyer demand and low confidence, factors that have
negatively affected equity valuations. Maven has a strong track record of
revitalising AIM focused VCTs by applying a hybrid investment model that
combines a more concentrated, high conviction AIM portfolio with a steady
pipeline of new private company investments sourced through our national
network. We implemented a similar strategy for another AIM VCT in 2011, which
has since been transformed, achieving a near 50% increase in NAV total return
per share and a threefold rise in absolute NAV over the period."

 

Enquiries:

 

Fiona Wollocombe, Chair

Amati AIM VCT plc

Email: AmatiAIMVCTChair@amatiglobal.com
(mailto:AmatiAIMVCTChair@amatiglobal.com)

 

Douglas Armstrong

Dickson Minto Advisers

Financial Adviser to the Company

Telephone: 020 7649 6823

 

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 the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain.

Legal Entity Identifier (LEI): 213800HAEDBBK9RWCD25

 

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