REG - Maven Renovar VCT - Circular & Notice of Requisitioned General Meeting

Maven Renovar VCTAnnouncement

21/07/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250721:nRSU8253Ra&default-theme=true

RNS Number : 8253R  Maven Renovar VCT PLC  21 July 2025

For immediate release

21 July 2025

Maven Renovar VCT PLC

 

Legal Entity Identifier: 213800HAEDBBK9RWCD25

Publication of Circular and Notice of Requisitioned General Meeting

 

·      The Board of Maven Renovar VCT PLC has today published a circular
in response to the requisition request of 30 June 2025, including reasons the
Board believes Shareholders should VOTE AGAINST all of the proposed
requisitioned resolutions (available on the Company's website
at https://www.mavencp.com/renovarvct (https://www.mavencp.com/renovarvct) ).

 

·      The circular has been published alongside a letter to
Shareholders from Maven Capital Partners that outlines its professional view
on the Company's past performance, investment strategy, future plans and the
state of the AIM VCT market in general (also available
at https://www.mavencp.com/renovarvct (https://www.mavencp.com/renovarvct) ).

 

·      The Board believes the underperformance of Paul Jourdan and
Amati, and the losses suffered by Shareholders during the final five years of
their tenure, were unsustainable: underperforming a weak AIM market and
investing in unquoted/pre-IPO investments without any demonstrable private
equity expertise (and losing over £9.3 million on three such investments
alone) led to a wider loss of confidence in Amati's ability to adapt to
evolving structural challenges in the AIM market and VCT investing.

 

·      The Board maintained an open dialogue with Shareholders
throughout the strategic review that led to the replacement of Paul Jourdan
and Amati. It also executed a key function of an independent board by taking
action to ensure the Company's management arrangements remain fit for purpose.
In doing so, the Board followed best and standard practice.

 

·      It is entirely normal for the board of a listed investment
company to select and appoint the company's manager without a shareholder
vote. Amati was itself appointed by the then Board without a Shareholder vote
in 2010 and at least four other listed investment companies did the same in
2024 alone. To suggest the Board has acted improperly by not seeking
Shareholder approval is misleading and does not take account of standard
industry practice.

 

·      None of the new directors proposed by the Requisitioners to join
Paul Jourdan on the Board have ever served as a director of a listed
investment company or VCT. Given the complexity of the rules and regulations
involved in operating a VCT and the risks (including the potential loss of tax
reliefs) if these are not adhered to, an experienced Board is essential to
ensuring proper and effective oversight of the Company's manager.

 

·      Despite engaging with the requisitioners and proposed new
directors over recent weeks, the Board has been unable to find a constructive
route forward and is obliged to publish the circular convening a general
meeting today. A number of conflicting themes have been raised in our
discussions to date, which the Board is seeking to clarify. Our dialogue
remains open.

 

·      In particular, the Board indicated to the requisitioners that it
was willing to explore a tender offer. While some were in favour, Paul Jourdan
was not. This surprised the Board given the requisitioners' desire for
liquidity and capital returns. The Board is therefore taking the opportunity
to confirm to the wider requisitioner and Shareholder base that it intends to
consult with Shareholders on proposals for a material tender offer to be made
at or around the end of this year, once a majority of Shares have been held
for over five years.

 

On behalf of the board, Robert Legget, Director (appointed to the Board in
June 2025), said:

"Shareholders have a very simple choice: to let the former investment manager,
whose performance caused significant loss to the Company, onto the Board and
into a conflicted position alongside other proposed directors selected by
him/the requisitioners, or to agree with the independent Board that a credible
plan to halt this decline was in shareholders' best interests.

It is a critical function of an independent board that it selects and appoints
investment managers in accordance with Shareholders' best interests, and I
commend the Board for taking decisive action to address underperformance prior
to my joining."

ENQUIRIES:

 

For further information please contact:

 

Gavin Davis / Luke Roberts

Nepean

Telephone: +44 791 010 4660 / +44 740 329 7251

 

Douglas Armstrong

Dickson Minto Advisers

Financial Adviser to the Company

Telephone: +44 (0)20 7628 4455

 

BOARD RECOMMENDATION TO VOTE AGAINST ALL REQUISITIONED RESOLUTIONS

 

PUBLICATION OF CIRCULAR

 

The board of directors (the "Board") of Maven Renovar VCT PLC (the "Company")
announces that it has today published a circular (the "Circular") setting out
details of the Company's response to the requisition request received from
Paul Jourdan (former manager of the Company's portfolio) and a small group of
Shareholders on 30 June 2025 (the "Requisition"), and why the Board believes
Shareholders should VOTE AGAINST ALL of the proposed Requisitioned
Resolutions.

The Circular contains Notice of the Requisitioned General Meeting to be held
at Court Suites, 87 Bartholomew Close, London EC1A 7EB on 13 August 2025 at
9.15 a.m. The Circular also contains Notice of a separate Articles General
Meeting to be held immediately prior to the Requisitioned General Meeting at
Court Suites, 87 Bartholomew Close, London EC1A 7EB on 13 August 2025 at 9.00
a.m.

YOUR VOTE IS VERY IMPORTANT. The Requisitioned Resolutions are each being
proposed as ordinary resolutions. This means that they only require more than
50 per cent. of the votes cast to be voted in favour in order to pass. The
low turnout at the AGM allowed the former manager and a small group of
Shareholders to impact the voting outcome. VOTE NOW TO ENSURE THAT THE WIDER
SHAREHOLDER BASE DETERMINES THE FUTURE OF YOUR COMPANY.

A copy of the Circular is available on the Company's website
at https://www.mavencp.com/renovarvct (https://www.mavencp.com/renovarvct)
and has also been submitted to the National Storage Mechanism where it will
shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

The Circular has been published alongside a letter to Shareholders from Maven
Capital Partners that outlines Maven's views on the AIM VCT market, its
assessment of the Company's investment strategy and performance prior to
Maven's appointment, and its analysis and forward-looking plans for the
Company. A copy of the letter is available on the Company's website at
https://www.mavencp.com/renovarvct (https://www.mavencp.com/renovarvct) .

Capitalised terms used in this announcement shall have the meanings ascribed
to them in the Circular, unless the context otherwise requires.

KEY CONSIDERATIONS

Paul Jourdan (former manager of the Company's portfolio and CEO and
significant shareholder in Amati Global Investors) and a small group of
Shareholders who, together with Paul Jourdan, hold only 5.19 per cent. of the
Company's issued share capital((1)) (together, the "Requisitioners") are
seeking to remove the current independent Directors of the Company and replace
them with proposed new directors, including Paul Jourdan and three others
selected by the Requisitioners (Hector Kilpatrick, Kathleen McLeay and Charles
McMicking).

The Board believes that the former manager and the other Requisitioners are
trying to take control of your Company. Their attempts to do so have been
launched less than two months after Amati received a termination fee of
approximately £1.1 million, which was agreed and paid by the Company in good
faith with a view to effecting an orderly handover to the new manager,
minimising Shareholder disruption and providing certainty for all parties.

The Board believes that VOTING AGAINST each of the Requisitioned Resolutions
is in the best interests of Shareholders as a whole for the following reasons:

1.   Shareholders deserve better performance and better value for money than
Amati provided.

·      Amati underperformed an already significantly underperforming
market over five years.

·      A large majority of investments made by Amati in the past five
years have caused loss to the Company.

·    The Company's portfolio had £106 million of unrealised gains in
January 2021 but Amati only sold £10 million of AIM holdings in 2021, with
the remaining unrealised gains having since reversed entirely.

·      Amati failed to adapt to the impact of new VCT rules and
structural challenges within AIM.

·  It became increasingly apparent that Amati lacked the resource and
expertise to improve future performance.

2.   The Company's fully independent Board followed best practice in
proposing a credible plan to address the structural challenges currently faced
by AIM and to improve performance for Shareholders.

·      Amati had several chances to propose a credible strategy to
address underperformance. It failed to do so.

·    As a result, a strategic review was carried out on a fully
independent basis in accordance with best practice.

·      The Board took action to ensure the Company's management
arrangements remained fit for purpose and, following a "beauty parade" of
potential new managers, Maven, an experienced VCT manager, was appointed.

·    The Board negotiated a two year fee waiver in respect of Maven's
investment management fees to the benefit of Shareholders.

·    It is entirely normal and standard practice that the board of a
listed investment company selects and appoints the company's manager without
seeking shareholder approval. Amati was itself appointed by a decision of the
Company's then Board without a Shareholder vote.

·    The Board, in collaboration with Amati, sought feedback from a number
of Shareholders during the strategic review and this was taken into account
before deciding to change manager.

3.   The strategy of the Requisitioners will result in the Company shrinking
to an unsustainable size which will increase costs for Shareholders and risks
continued volatility of investment returns.

·     The Board recognises that some Shareholders are seeking liquidity
for their investment. Accordingly, the Board intends to continue paying both
annual and special dividends and will continue to buy back Shares.

·     The Board also intends to consult with Shareholders on proposals
for a material tender offer to be made at or around the end of this year, once
a majority of Shares have been held for over five years and tax relief is not
expected to be subject to claw back on sale.

·     A wind down of the Company's portfolio in current market
conditions risks being seen by the market as a "fire sale" of the existing AIM
investments and could result in further loss of value.

·    A more balanced approach of returning capital to Shareholders on an
ongoing and ad hoc basis as circumstances permit, together with selective and
measured investment in unquoted companies on a wholly additive basis
(alongside continued investment in AIM when opportunities arise), is expected
to enhance overall returns to Shareholders over the medium term.

·      The Company's portfolio will remain primarily invested in AIM for
a number of years, thereby providing the opportunity for Shareholders to
benefit from any potential recovery in AIM.

4.   The proposed new directors are not sufficiently independent and do not
have the required experience to safeguard the interests of Shareholders.

 

·     None of the new directors proposed by the Requisitioners to be
appointed to the Board alongside Paul Jourdan have ever served as an
independent non-executive director of a listed investment company or VCT.

·     Given the complexity of the rules and regulations involved in
operating a VCT, an experienced board is required to oversee the manager and
ensure that no action is taken that could lead to the loss of tax reliefs.

·    Kathleen McLeay, Hector Kilpatrick and Paul Jourdan currently serve
as full time executive directors or employees of NCM Fund Services Limited,
Brooks MacDonald and Amati Global Investors, respectively, roles which are
likely to place demands on time commitments and may lead to conflicts of
interest.

·      In contrast, the current Board is fully independent and comprised
of Directors with a breadth and depth of experience, including significant
experience as directors of listed investment companies and VCTs.

The Board strongly recommends that Shareholders VOTE AGAINST each of the
Requisitioned Resolutions to be proposed at the Requisitioned General Meeting,
as the Directors intend to do in respect of their own beneficial interests in
the Company's Shares.

QUESTIONS FOR THE REQUISITIONERS' PROPOSED NEW DIRECTORS

The Board has written directly to the proposed new directors to ask the
following questions, which the Board believes are important for Shareholders
to understand before being asked to vote at the Requisitioned General Meeting:

1.   Given the underperformance of Amati vs. the AIM market and comparator
benchmark, will the proposed directors rule out re-appointing Amati to manage
the Company's portfolio?

2.   Will the proposed directors confirm that, if appointed, Paul
Jourdan/Amati will return the termination fee of approximately £1.1 million
that was paid to Amati in good faith on the basis Amati had agreed to
facilitate a co-operative handover of management functions to Maven?

3.   Do the proposed directors agree with Paul Jourdan's opposition to
providing Shareholders with additional liquidity through a tender offer?

4.   Given Paul Jourdan's vested interest in maintaining the Amati Small Cap
fund as a core holding and his history of failing to realise gains across the
portfolio in recent years, how would the proposed directors manage conflicts
of interest and divestment decisions at board level?

5.   Have Brooks MacDonald and NCM Fund Services confirmed that Hector
Kilpatrick and Kathleen McLeay, respectively, will be permitted to fulfil
their time consuming duties as directors, if appointed?

6.   Given proposals for a tender offer would, in addition to day to day
management of the portfolio, appear to address all of the "proposed strategy"
bullet points in the Requisition, why are the proposed directors continuing
with the Requisition?

ARTICLES GENERAL MEETING

The Circular also convenes the Articles General Meeting (which is required to
be convened under the Articles following the results of the AGM held on 19
June 2025) and sets out the reasons why the Board is recommending that
Shareholders VOTE IN FAVOUR of each of the Re-appointment Resolutions. The
Articles General Meeting will be held immediately prior to the Requisitioned
General Meeting at Court Suites, 87 Bartholomew Close, London EC1A 7EB on 13
August 2025 at 9.00 a.m.

Further information on the Articles General Meeting, the Re-appointment
Resolutions and the unanimous recommendation of the Board to VOTE IN FAVOUR of
each of the Re-appointment Resolutions is contained in the Circular.

ACTION TO BE TAKEN

YOUR VOTE IS VERY IMPORTANT. The Requisitioned Resolutions and the
Re-appointment Resolutions are each being proposed as ordinary resolutions.
This means that they only require more than 50 per cent. of the votes
cast to be voted in favour in order to pass. The low turnout at the AGM
allowed the former manager and a small group of Shareholders to impact the
voting outcome. VOTE NOW TO ENSURE THAT THE WIDER SHAREHOLDER BASE DETERMINES
THE FUTURE OF YOUR COMPANY.

All Shareholders are strongly encouraged to:

(1)  VOTE AGAINST each of the Requisitioned Resolutions to be proposed at the
Requisitioned General Meeting; and

(2)  VOTE IN FAVOUR of each of the Re-appointment Resolutions to be proposed
at the Articles General Meeting.

If Shares are not held directly, Shareholders are encouraged to arrange for
their nominee to vote on their behalf. Shareholders who hold their Shares
through an investment platform or nominee are encouraged to contact their
investment platform provider or nominee as soon as possible to arrange
for votes to be lodged on their behalf.

If Shareholders have any queries relating to proxy voting, please contact the
Company's Registrar, The City Partnership (UK) Limited, at the following
contact details:

·      Telephone: 01484 240 910*.

·      Email: registrars@city.uk.com.

If Shareholders have general queries about the Requisitioned General Meeting
or the Articles General Meeting, please contact the Company via Maven at the
following contact details:

·      Telephone: 0141 306 7400*.

·      Email: CoSec@mavencp.com.

* Please note that lines are open Mon - Fri, 9.00 a.m. to 5.30 p.m. (excluding
public holidays). Calls from within the UK will be charged at the standard
national rate and calls from outside the UK will be charged at the applicable
international rate.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS (1,2)

 Publication of this document                                                21 July 2025
 Latest time and date for receipt of proxy appointments (including Forms of  9.00 a.m. on 11 August 2025
 Proxy) in respect of the Articles General Meeting
 Latest time and date for receipt of proxy appointments (including Forms of  9.15 a.m. on 11 August 2025
 Proxy) in respect of the Requisitioned General Meeting
 Articles General Meeting                                                    9.00 a.m. on 13 August 2025
 Requisitioned General Meeting                                               9.15 a.m. on 13 August 2025(3)
 Results of each Meeting expected to be announced                            13 August 2025
 1.     Each of the times and dates set out in the expected timetable above
 and mentioned throughout this document (other than in relation to the
 Requisitioned General Meeting) may be extended or brought forward by the
 Company, in which event details of the new time(s) and/or date(s) will be
 notified to Shareholders by an announcement through a Regulatory Information
 Service.

 2.     All references to times in this document are to UK time, unless
 otherwise stated.

 3.     Or as soon thereafter as the Articles General Meeting concludes or
 is adjourned.

Notes:

(1)   The Requisitioners include: Paul Jourdan*(+), Kathryn Jourdan*, Alison
Clark*, Jonathan Woolley*, Rachel Le Derf*, Colin Thomson*, Mikhail Zverev*,
Ruth Duguid*, Louise Izatt*, Helena Newman*, Gordon Izatt*, Iain Clark*,
Rodger Nisbet, Timothy Congdon, Christian Hobart, Martin Wilcox, Adrian
Wilcox, Christopher Macdonald, Stephen Smith, John Strang, Fleur Nisbet,
Jeremy Richardson, Simon Hope, Derek Sayers, Richard Dyett, Scott McNab,
Julian Avery, Angus Tulloch, Edward Tucker, Paul Moakes, Jason Rolf, Kathleen
McLeay(+), Dean Newman, Hector Kilpatrick(+), Pavel Bubak, Mark Northover and
Ben Yearsley.

*Denotes the 12 Shareholders who are employees of Amati or persons previously
identified by Amati as spouses or close friends and family of employees of
Amati.

(+)Denotes individuals who the Requisitioners have proposed be appointed as
directors of the Company.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCKZGZNRGFGKZM