Publication of a Circular
18/05/2023 13:29
For best results when printing this announcement, please click on link below: http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230518:nGNE5l63XC&default-theme=true RNS ANNOUNCEMENT FORESIGHT VCT PLC (Company) Legal Entity Identity number: 213800GNTY699WHACF46 Publication of a Circular The Company has issued a circular to shareholders (Circular) convening a general meeting be held at 2.30 p.m. (or as soon thereafter following the conclusion of the annual general meeting of the Company convened for 2.00 p.m.) on 15 June 2023 (General Meeting). The General Meeting is in connection with proposals by the board of directors of the Company (Board) to replace the current performance incentive arrangements with Foresight Group LLP (Manager) with new arrangements (Proposals). Despite recent strong performance, the Company’s current performance incentive arrangements with the Manager have not crystallised into performance related payments. The current arrangements were introduced during a period of low interest rates and low inflation in the UK. In light of recent economic conditions, in particular significant rises in inflation, the hurdles under the current arrangements have become extremely difficult to achieve (due to the hurdle’s direct linkage to RPI) even where there is exceptional investment performance. In addition, the arrangements are complex and require continual assessment and monitoring with any payment being made long after the relevant investment exit. The Board has, therefore, been reviewing and considering changes to the Company’s current performance incentive arrangement with the Manager with the aim of implementing simpler arrangements that better incentivise and appropriately reward the Manager’s performance, whilst continuing to align with the interests of Shareholders. In summary, it is proposed to replace the current arrangements, which provide for performance fees in respect of returns on individual investments against various growth and NAV total return hurdles, with new arrangements, which would provide for annual performance fees based on an average annual NAV total return growth, over a rolling five year period, in excess of an average annual growth hurdle. Any fees payable will be subject to an annual cap of an amount equal to 1% of the Company’s net assets at the end of the relevant year. Further details of the Proposals are set out in the Circular. The Manager is a related party of the Company for the purposes of the Listing Rules. The Proposals therefore constitute a ‘related party transaction’ for the purposes of the Listing Rules and require the approval of the shareholders. Such approval is being sought at the General Meeting pursuant to the resolution set out in the Circular. The Circular has been approved by the Financial Conduct Authority and shall shortly be available for download from the Company’s website (https://www.foresightvct.com) and the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism). For further information, please contact: Company Secretary Foresight Group LLP Contact: Gary Fraser Tel: 0203 667 8100 Investor Relations Foresight Group LLP Contact: Ellie Kakoulli Tel: 0203 667 8181