REG - Maven Renovar VCT - Result of AGM
19/06/2025 18:30
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250619:nRSS6631Na&default-theme=true
RNS Number : 6631N Maven Renovar VCT PLC 19 June 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
19 June 2025
Maven Renovar VCT PLC (the "Company")
Legal Entity Identifier: 213800HAEDBBK9RWCD25
Results of Annual General Meeting
The board of directors of the Company (the "Board") announces the results of
the Company's Annual General Meeting held earlier today, 19 June 2025 (the
"AGM"). All resolutions put to the AGM were voted on by way of a poll and the
results are shown in the table set out under "Results of the meeting" below.
Resolutions 1 to 5, 13 and 14 as set out in the notice of AGM were passed by
the requisite majorities of votes cast. Votes cast in favour of resolutions 6
to 12 as set out in the notice of AGM did not meet the requisite majorities of
votes cast and therefore were not passed.
Shareholders representing only 14.58 per cent. of the Company's issued share
capital cast votes in respect of resolutions 6 to 12. Votes cast against these
resolutions were cast by approximately 100 shareholders representing, on
average, less than 10 per cent. of the Company's issued share capital. By
contrast, over 400 shareholders representing, on average, just over 5 per cent
of the Company's share capital voted in favour of the resolutions. Of the
total votes cast against these resolutions, a significant proportion were cast
by persons employed by the Company's former investment manager, Amati Global
Investors Limited ("AGI"), persons identified by AGI as being spouses or
"close friends and family" of AGI employees or persons whom the Board has
reason to believe have been encouraged to vote alongside AGI. Excluding these
votes, it is believed that resolutions 6 to 12 would have passed.
The Board will consult with shareholders to understand the reasons behind the
low turn-out among shareholders and the extent to which the votes cast at the
AGM represent the views of the Company's shareholders as a whole. The Board
will also commence an outreach exercise to further engage with those
shareholders who voted against the resolutions (or withheld their votes) and
the wider shareholder base.
In terms of the immediate consequences of the results of the AGM, details of
the consequences of resolutions 6, 7, 8 and 9 not meeting the requisite
majority of votes cast in order to pass are set out under "Board changes"
below.
The consequence of resolutions 10 and 12 not meeting the requisite majority of
votes cast in order to pass is that the Directors do not have authority to
allot ordinary shares of 5 pence each in the capital of the Company nor to
grant rights to subscribe for or to convert any security into such ordinary
shares.
The consequence of resolution 11 not meeting the requisite majority of votes
cast in order to pass is that the Company's investment objectives and policy
will remain unchanged and the Company's portfolio will continue to be managed
in accordance with the current investment objectives and policy (details of
which were set out part 3 of the circular published by the Company on 7 May
2025 in connection with the AGM).
Board changes
As a result of resolutions 6, 7, 8 and 9 not meeting the requisite majority of
votes cast in order to pass, Fiona Wollocombe, Julia Henderson and Brian
Scouler were not re-elected by shareholders as Directors of the Company and
Neeta Patel was not elected by shareholders as Director of the Company.
The Company's Articles of Association (the "Articles") prescribe that the
Company must have a minimum of two Directors. The Articles also provide that
if: (a) at the annual general meeting in any year any resolution or
resolutions for the appointment or re-appointment of persons eligible for
appointment or re-appointment as Directors are put to the meeting and lost
(such persons who are not so appointed or re-appointed being "Retiring
Directors"); and (b) at the end of that meeting the number of Directors is
fewer than any minimum number of Directors required under the Articles, all
Retiring Directors shall be deemed to have been re-appointed as Directors and
shall remain in office but the Retiring Directors may only act for the purpose
of filling vacancies, convening general meetings of the Company and performing
such duties as are essential to maintain the Company as a going concern, and
not for any other purpose.
The Articles require the Directors to convene a general meeting as soon as
reasonably practicable following the relevant annual general meeting and the
Retiring Directors shall retire from office at that meeting. If at the end of
any meeting so convened the number of Directors is fewer than the minimum
number of Directors required under the Articles, the same mechanism will apply
in respect of Retiring Directors at that meeting.
Consequently, by operation of the Articles, Ms Wollocombe, Ms Henderson, Mr
Scouler and Ms Patel were each deemed to be re-appointed as a Director of the
Company at the conclusion of the AGM and shall (subject, in the case of Ms
Henderson, to the paragraph below) remain in office but may only act for the
limited purposes permitted under the relevant provision of the Articles.
In the Company's Annual Report and Financial Statements for the year ended 31
January 2025, the Company notified shareholders that Ms Henderson had notified
the Board of her intention to retire as a Director of the Company during 2025.
In advance of the AGM, Ms Henderson advised the Board that, owing to family
circumstances and time commitments, she wished to stand down following the
AGM. Ms Henderson therefore resigned as a Director of the Company with effect
from the conclusion of the AGM.
In light of Ms Henderson's decision to resign with effect from the conclusion
of the AGM, the Board has resolved to appoint Robert Legget as a Non-Executive
Director of the Company with effect from the conclusion of the AGM. Mr Legget
is a longstanding shareholder of the Company and is expected to bring an
important voice to the Board on behalf of the Company's wider shareholder
base.
Mr Legget has extensive industry experience, having co-founded Progressive
Value Management Limited (PVML) in 2000. PVML specialised in creating value
and liquidity for institutional investors out of holdings in underperforming
companies. Mr Legget stepped down as Chairman of PVML in 2023. Mr Legget was
formerly a director of Quayle Munro Holding plc, the Edinburgh-based merchant
bank, Sureserve Group plc, Trian Investors 1 Limited, CT Private Equity Trust
plc (formerly BMO Private Equity Trust plc), R & Q Insurance Holdings
Limited (in liquidation) and Downing Strategic Micro-Cap Investment Trust plc
(in liquidation). He is a member of the Institute of Chartered Accountants of
Scotland and is well respected for his extensive experience of creating value
for shareholders. Mr Legget has experience of engaging with shareholders in
the context of a contentious strategic review process and is therefore
expected to bring first-hand insights that will assist the Board in engaging
with the Company's wider shareholder base.
Mr Legget's appointment follows a recruitment process which was commenced by
the Board's Nomination Committee upon first becoming aware of Ms Henderson's
intention to retire from the Board. The process has therefore been ongoing for
a number of weeks and Mr Legget was identified as part of a shortlist of
suitable candidates prior to the AGM. In light of Ms Henderson's decision to
resign following the results of the AGM, Mr Legget's appointment has been
expedited and takes effect from the conclusion of the AGM.
Mr Legget will succeed Ms Henderson as Chair of the Nomination Committee and a
key part of his role is expected to include seeking to understand
shareholders' concerns in relation to the Retiring Directors. Neither Mr
Legget nor Ms Patel, who was appointed as a Director of the Company on 1 May
2025, were involved in the strategic review process and their independent
views have been, and will continue to be, welcomed by the Board as it engages
with shareholders further on the strategic review.
There is no further information required to be disclosed under UK Listing Rule
6.8.4 in relation to this appointment.
In accordance with the Articles, the Directors will convene a general meeting
as soon as reasonably practicable and Ms Wollocombe, Mr Scouler and Ms Patel
will retire from office at that meeting. Unfortunately, additional costs and
expenses associated with the convening of that general meeting will be borne
by the Company. Details of the business to be conducted at the general
meeting, which may (depending on shareholder feedback and the recommendation
of Mr Legget as Chair of the Nomination Committee) include resolutions to
elect Ms Wollocombe, Mr Scouler and/or Ms Patel, will be set out in the notice
of general meeting. The Board notes that prior to the AGM no proposal was
received by the Board to appoint additional directors nor was any explanation
provided as to why AGI connected persons intended to vote against resolutions
at the AGM.
Outcome of strategic review
The decision to change investment manager following the strategic review was
not taken lightly and was reached following a lengthy strategic review process
during which proposals put forwards by AGI were assessed in detail alongside
proposals put forwards by a number of third party candidates. A majority of
the proposals, including proposals put forwards by AGI, recommended changing
the Company's investment policy to allow for a greater degree of unquoted
investments.
The advice the Board received from AGI and other third party candidates with
experience managing AIM portfolios was instrumental in the Board's decision to
seek shareholder approval to change the Company's investment policy and adopt
an expanded "AIM Plus" investment strategy. With any change of investment
policy, one of the key questions a board must ask itself is whether its
investment manager would be capable of managing the portfolio and meeting the
Company's objectives under the new investment policy. AGI lacks private equity
experience and previous private market investments made by AGI on behalf of
the Company have not performed well. The Board therefore felt it was important
to consider the AGI proposals against other opportunities which may be
available to the Company. In particular, the Company had received indications
of interest from a number of credible third parties and the Board were
duty-bound to consider these on behalf of shareholders. A formal review
process was commenced, and the advantages and disadvantages of each proposal
were assessed, interrogated and discussed at great length.
As part of the review, a liquidation of the portfolio and winding up of the
Company's affairs was also considered. Indeed, this is something the Board has
discussed with AGI at various points over recent years. On each occasion, AGI
advocated for the continuation of the Company. It was not until earlier this
year, four months after the outcome of the strategic review had been announced
confirming that AGI's appointment would be terminated, that AGI's views on
this matter changed. The Board understands that, since the termination of
AGI's appointment (and fees) became effective, AGI employees who hold shares
in the Company have begun to advocate for the return of capital and a
potential liquidation and winding up of the Company. However, the Board has
not received any formal requests or proposals from shareholders in this
respect and the Board's own assessment, carried out as part of the strategic
review, concluded that a liquidation and winding up of the Company's affairs
would not be in the best interests of shareholders given current market
conditions (including the lack of buyers in the AIM market in particular) and
the risk of negatively impacting shareholder value even further.
On the basis of all proposals, matters and evidence considered as part of the
strategic review process, the Board determined that an expanded "AIM Plus"
investment strategy and a change of manager was required to generate improved
performance and deliver returns for shareholders, and provide the Company with
access to an increased pipeline of investment opportunities and greater
resources to support the management of the Company's portfolio. Since the
change of manager was effected on 1 May 2025, Maven Capital Partners UK LLP
("Maven") has demonstrated the depth of their resources and a number of
investment opportunities in which the Company may be able to participate have
already been identified.
The Board continues to believe that the decision to change investment manager
and seek shareholder approval to change the investment policy was the correct
one. The Board's role is to act independently and in the best interests of the
Company and its shareholders. The Board believes it has done so at all times.
The Board is keen to engage with as many shareholders as possible and the
Chair remains contactable directly at: MavenRenovarVCTChair@mavencp.com
(mailto:MavenRenovarVCTChair@mavencp.com) .
Fiona Wollocombe, Chair, commented:
"Having engaged with a number of shareholders during the course of the
strategic review and in the lead up to the AGM, the Board believes that,
excluding AGI employees, close friends and family, and other shareholders the
Board understands have been actively encouraged to vote alongside AGI, many
shareholders are supportive of the Board and the recommendations put forwards
at the AGM. By number, a large majority of shareholders voted in favour of the
resolutions. However, the voices of smaller retail shareholders have, as is
often the case, been drowned out by the voices of a minority of shareholders
representing less than 10 per cent. of total voting rights. To this end, the
Board will commence an outreach exercise to further engage with shareholders.
In the meantime, the Board has instructed its advisers to commence
preparations for the general meeting which is now required to be convened
under the Articles.
On a personal note, I would like to thank the many shareholders, advisers and
my fellow Directors for their continued co-operation and support. I would
particularly like to thank Julia for her significant time commitment and
considerable contribution to the Company throughout my tenure and for many
years before. I welcome Robert to the Board and look forward to engaging with
him and shareholders to find a way forwards for the Company and its
shareholders."
Results of the meeting
Resolution For % Against % % of ISC Votes
Withheld
Voted(#)
Resolution 1: To receive and adopt the Annual Report and Accounts. 19,182,674 91.645 1,748,945 8.3555 14.5583 33,490
Resolution 2: To approve the Directors' Remuneration Report. 17,287,174 83.917 3,313,209 16.0832 14.3279 364,726
Resolution 3: To approve the dividend policy. 18,350,716 87.559 2,607,336 12.4407 14.5767 7,057
Resolution 4: To re-appoint BDO LLP as Auditor to the Company. 17,906,701 86.000 2,915,006 13.9998 14.4819 143,402
Resolution 5: To authorise the Directors to fix the Auditor's remuneration. 18,175,500 87.039 2,706,481 12.9608 14.5238 83,128
Resolution 6: To re-elect Fiona Wollocombe as a Director of the Company. 7,582,809 38.945 11,887,995 61.0555 13.5423 1,494,305
Resolution 7: To re-elect Julia Henderson as a Director of the Company. 7,487,312 38.561 11,929,616 61.4393 13.5048 1,548,181
Resolution 8: To re-elect Brian Scouler as a Director of the Company. 7,484,926 38.495 11,958,855 61.5048 13.5235 1,521,328
Resolution 9: To elect Neeta Patel CBE as a Director of the Company. 7,773,008 40.105 11,608,827 59.8954 13.4804 1,583,274
Resolution 10: To authorise the Directors to allot ordinary shares. 9,228,934 46.454 10,637,896 53.546 13.8177 1,098,279
Resolution 11: To approve and adopt the new investment objectives and policy. 7,155,823 34.383 13,656,185 65.6169 14.4751 153,101
Resolution 12: To disapply statutory pre-emption rights.* 9,064,551 45.044 11,059,454 54.9565 13.9966 841,104
Resolution 13: To authorise the Company to purchase its own ordinary shares.* 17,381,641 85.908 2,851,169 14.0918 14.0723 732,299
Resolution 14: To authorise general meetings to be held on 14 clear days' 17,051,986 84.299 3,176,009 15.7011 14.0689 737,114
notice.*
# issued share capital
*special resolution
Notes:
1. Proxy appointments which gave discretion to the Chairman of the AGM have been
included in the "For" total for the appropriate resolution.
2. Votes "For" and "Against" any resolution are expressed as a percentage of
votes validly cast for that resolution.
3. A "Vote withheld" is not a vote in law and is not counted in the calculation
of the percentage of shares voted "For" or "Against" any resolution, nor in
the calculation of the proportion of "ISC voted" for any resolution.
4. The number of shares in issue at close of business on 18 June 2025 was
143,777,807 ordinary shares, carrying one vote each. Therefore, the total
voting rights in the Company are 143,777,807. Note: The figures in the
proportion of "ISC voted" have been calculated on the basis of the Company's
current issued share capital of 143,777,807. For completeness, this does not
take account of the recent buyback made by the Company as these shares are yet
to settle in CREST. Once settled on 24 June 2025, the issued share capital
will be 143,649,571.
5. The proportion of "ISC voted" for any resolution is the total of votes validly
cast for that resolution (i.e. the total votes "For" and "Against" that
resolution) expressed as a percentage of the Issued Share Capital.
6. The full text of the resolutions passed at the AGM can be found in the Notice
of Annual General Meeting contained in the Circular published by the Company
on 7 May 2025. The Circular is available for viewing on the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at: https://www.mavencp.com/renovar-vct
(https://www.mavencp.com/renovar-vct) .
7. In accordance with UK Listing Rule 6.4.2R, a copy of resolutions 13 and 14
passed at the AGM will shortly be submitted to the National Storage Mechanism
and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
LDC Nominee Secretary Limited
Company Secretary
19 June 2025
Enquiries:
Fiona Wollocombe, Chair
Maven Renovar VCT PLC
Email: MavenRenovarVCTChair@mavencp.com
(mailto:MavenRenovarVCTChair@mavencp.com)
Telephone (via the Company Secretary): +44 (0)20 7606 5451 (tel:+442076065451)
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.
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 RAGFLMRTMTTBBFARecent news on Maven Renovar VCT
See all newsREG - Maven Renovar VCT - Net Asset Value(s)
AnnouncementREG - Maven Renovar VCT - Result of AGM
AnnouncementREG - Maven Renovar VCT - Net Asset Value(s)
AnnouncementREG - Maven Renovar VCT - Transaction in Own Shares
AnnouncementREG - Maven Renovar VCT - Net Asset Value(s)
Announcement