REG - Maven Renovar VCT - Results of Requisitioned General Meeting

Maven Renovar VCTAnnouncement

Yesterday 12:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250813:nRSM2014Va&default-theme=true

RNS Number : 2014V  Maven Renovar VCT PLC  13 August 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

                        13 August 2025

 

Maven Renovar VCT PLC (the "Company")

 

Legal Entity Identifier: 213800HAEDBBK9RWCD25

 

Results of Requisitioned General Meeting and Articles General Meeting

 

·     The Requisitioned Resolutions to appoint Paul Jourdan and the
other proposed directors were defeated and the resolutions to reappoint the
existing Board were passed.

 

·   The Requisition was defeated by a margin of over 8.6 million Shares
with votes against cast by approximately 1,500 Shareholders (approximately
five times the number of Shareholders that voted for the Requisition
Resolutions).((1))

 

·     Turnout was more than double that of the recent AGM, and the
highest, as far as the Board is aware, in the Company's history.

 

·      It is noteworthy that, following constructive engagement with the
Board and its advisers, some signatories to the Requisition ultimately voted
against certain of the Requisitioned Resolutions or abstained.

 

·     The Board and Maven Capital Partners will continue their efforts
on improving the Company's performance and generating returns for
Shareholders, now without unnecessary distraction.

 

·     The Board intends to engage further with Shareholders, including
to consult on a potential tender offer and explore routes to liquidity for
those that desire it.

 

The board of directors of the Company (the "Board") is pleased to announce
that Requisitioned Resolutions 1 to 8 put forward at the Requisitioned General
Meeting of the Company held at 9.15 a.m. today were defeated on a poll. The
results of the poll are shown in the table set out under "Results of
Requisitioned General Meeting" below.

Approximately 60 per cent. of the total votes cast were voted against the
Requisitioned Resolutions. The votes against totalled approximately 29 million
and were cast by approximately 1,500 Shareholders. This represents a voting
margin of over 8.6 million Shares and approximately five times the number of
Shareholders voting against the Requisitioned Resolutions than those who voted
for the Requisitioned Resolutions.((1))

The total number of votes cast in respect of each Requisitioned Resolution was
more than double the number of votes cast in respect of the resolutions
proposed at the Company's recent Annual General Meeting. As far as the Board
is aware, this represents the highest turnout at any general meeting of the
Company and is among the highest for general meetings held by AIM VCTs with
comparable shareholders numbers in recent years. The Board is pleased that so
many Shareholders, both large and small, have taken the opportunity to protect
their interests by exercising their right to vote and that they have done so
to support the Board and defeat the Requisition. It is particularly pleasing
that the voices of many smaller Shareholders have been reflected in the voting
results, the combined effect of which has helped to prevent the Requisitioners
from taking control of the Company.

The Board is also pleased to announce that the Re-appointment Resolutions 1 to
3 put forward at the Articles General Meeting of the Company held at 9.00 a.m.
today were passed on a poll. The results of the poll are shown in the table
set out under "Results of Articles General Meeting" below.

As a result of the Requisitioned Resolutions having been defeated and the
Re-appointment Resolutions having passed, the Company's four independent
non-executive Directors remain on the Board and will, in conjunction with the
Company's investment manager, Maven Capital Partners UK LLP, continue their
efforts on improving the Company's performance and generating returns for
Shareholders, now without unnecessary distraction. The Board remains confident
that Maven has the necessary skills, expertise and resources to deliver for
the Company and Shareholders and looks forward to working with Maven's AIM and
private equity teams to explore the pipeline of investment opportunities Maven
is expected to bring to the Company.

The Board recognises that some Shareholders, including the Requisitioners, may
not want to stay invested and may wish to seek liquidity in respect of their
Shares. In this respect, the Board re-confirms its commitment to continuing to
buy back Shares and to exploring other options which may enable those
Shareholders who wish to sell their Shares to do so. As detailed in the
Circular, the Board intends to consult 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.

The Board intends to contact each Requisitioner directly and remains available
to engage with all Shareholders at: MavenRenovarVCTChair@mavencp.com.

Fiona Wollocombe, Chair, said:

"I would like to thank all those Shareholders, large and small, who exercised
their right to vote at today's meetings, particularly those who voted in
support of the Board's recommendations as well as certain of the signatories
to the Requisition who, following constructive engagement with the Board and
its advisers, voted against or abstained from voting on some of the
Requisitioned Resolutions.

Despite representing only 5.19 per cent. of Shareholders and despite not
having shared their proposals with the Board or the Company's wider
Shareholder base prior to voting against the Board at the AGM and lodging the
Requisition, the Requisitioners have consistently claimed to speak on behalf
of a majority. Today it was made clear that that is not the case. In convening
the Requisitioned General Meeting, the Board called on as many Shareholders as
possible to cast their votes so that the results reflect a fair and reasonable
representation of Shareholder's opinions.

As a Board, we have maintained throughout that the Requisition was
unnecessary, disruptive and not in the best interests of Shareholders. Our
strategic review process and consultations with Shareholders identified a need
for change. We followed best practice and proposed a credible plan to deliver
changes we believe to be in the interests of Shareholders as a whole.
Shareholders have turned out in greater numbers than ever before to support
these changes and to vote against the proposals put forwards by the
Requisitioners, which would have seen the Company's former manager appointed
to the Board despite having presided over a period of underperformance that
caused significant loss to the Company.

It is regrettable that, owing to the legal obligations imposed by the
Requisition and the efforts the Board has made to ensure that as many
Shareholders as possible were able to have their say, costs have been incurred
by the Company which will, unfortunately, be borne by Shareholders through the
Company's NAV. While the legal framework does not allow the Company to reclaim
these costs from the Requisitioners, the Board has sought to minimise costs
borne by the Company and is separately exploring whether it may be possible to
recover any sums paid to Amati or otherwise due to the Company from Amati,
including the £1.1 million termination fee that was agreed with a view to
facilitating a smooth transition from Amati to Maven and paid less than two
months before the lodging of the Requisition.

Our focus, however, will be to continue our efforts to improve the Company's
performance and generate returns for Shareholders. We look forward to working
with Maven as, together, we seek to deliver a brighter future for the Company
and Shareholders."

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

 

 

RESULTS OF ARTICLES GENERAL MEETING

 

 Re-appointment Resolution                                           For         Number of poll cards  %      Against     Number of poll cards  %      % of ISC  Votes Withheld

                                                                                                                                                       Voted*
 Ordinary Resolutions
 1.   To re-appoint Fiona Wollocombe as a director of the Company    27,181,255  1,409                 57.19  20,345,567  273                   42.81  33.09     42,617
 2.  To re-appoint Brian Scouler as a director of the Company        27,133,903  1,410                 57.22  20,285,543  270                   42.78  33.01     149,993
 3.  To re-appoint Neeta Patel CBE as a director of the Company      27,088,527  1,407                 57.06  20,384,114  272                   42.94  33.05     96,798

 

RESULTS OF REQUISITIONED GENERAL MEETING

 

 Re-appointment Resolution                                       For         Number of poll cards  %      Against     Number of poll cards  %      % of ISC  Votes Withheld

                                                                                                                                                   Voted*
 Ordinary Resolutions
 1.   To remove Fiona Wollocombe as a director of the Company    19,981,425  301                   40.23  29,238,821  1,505                 58.86  34.58     173,500
 2.  To remove Brian Scouler as a director of the Company        19,999,954  299                   40.29  29,174,305  1,505                 58.77  34.56     201,717
 3.  To remove Neeta Patel CBE as a director of the Company      20,201,518  303                   40.65  29,053,816  1,501                 58.46  34.60     146,527
 4.  To remove Robert Legget as a director of the Company        19,951,843  304                   40.67  28,652,462  1,500                 58.40  34.15     786,506
 5.  To appoint Charles McMicking as a director of the Company   20,358,554  306                   40.97  28,842,656  1,494                 58.05  34.59     156,590
 6.  To appoint Hector Kilpatrick as a director of the Company   20,554,988  309                   41.37  28,643,108  1,490                 57.64  34.59     156,590
 7.  To appoint Kathleen McLeay as a director of the Company     20,563,667  310                   41.39  28,626,487  1,488                 57.61  34.59     158,841
 8.  To appoint Dr Paul Jourdan as a director of the Company     19,690,894  308                   40.19  8,911,174   1,493                 59.01  34.11     849,184

 

*issued share capital

 

Notes:

 

 (1)  Figures used are representative of the average numbers and percentages of
      votes cast on all Requisitioned Resolutions.

 (2)  Proxy appointments which gave discretion to the Chairman of the Articles
      General Meeting have been included in the "For" total for the appropriate
      Re-appointment Resolution. Proxy appointments which gave discretion to the
      Chairman of the Requisitioned General Meeting have been included in the
      "Against" total for the appropriate Requisition Resolution.

 (3)  Votes "For" and "Against" any resolution are expressed as a percentage of
      votes validly cast for that resolution.

 (4)  The number of poll cards submitted "For" and "Against" each resolution is
      based on the number of poll cards submitted by Shareholders who appear on the
      Company's register of members and does not reflect the number of underlying
      voting instructions submitted through platforms or nominees.

 (5)  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.

 (6)  The number of Shares in issue at the voting record time for the Meetings was
      143,649,571 Shares, carrying one vote each. Therefore, the total voting rights
      in the Company are 143,649,571.

 (7)  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 Company's issued share capital.

 (8)  The full text of the resolutions passed at the Meetings can be found in the
      Notices of Meeting contained in the Circular published by the Company on 21
      July 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/renovarvct
      (https://www.mavencp.com/renovarvct) .

 

Important information

Capitalised terms used in this announcement shall have the meanings ascribed
to them in the Circular published by the Company on 21 July 2025 (the
"Circular"), unless the context otherwise requires.

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. The person
responsible for arranging for the release of this announcement on behalf of
the Company is LDC Nominee Secretary Limited, the Company Secretary.

 

LDC Nominee Secretary Limited

Company Secretary

13 August 2025

 

 

 

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  ROMDZGMRGFNGKZM