REG - Maven Renovar VCT - Statement re Provision 5.2.4 of the AIC Code

Maven Renovar VCTAnnouncement

10/02/2026 12:15

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RNS Number : 4578S  Maven Renovar VCT PLC  10 February 2026

For immediate release

                        10 February 2026

 

Maven Renovar VCT PLC (the "Company")

 

Legal Entity Identifier: 213800HAEDBBK9RWCD25

 

Statement in accordance with Provision 5.2.4 of the AIC Corporate Governance
Code 2024

Provision 5.2.4 of the AIC Corporate Governance Code 2024 (the "AIC Code")
states that when 20 percent or more of votes have been cast against the board
recommendation for a resolution, the company should provide an update on the
views from shareholders no later than six months after the shareholder
meeting.

At the Articles General Meeting and the Requisitioned General Meeting of the
Company held on 13 August 2025 (the "Meetings"), more than 20 per cent. of
votes were cast against the recommendation of the board of directors of the
Company (the "Board") on a number of resolutions, in particular the
resolutions at the Articles General Meeting seeking the re-election of the
incumbent directors and the resolutions at the Requisitioned General Meeting
seeking the removal of the incumbent directors.

Shareholders will be aware that the Meetings were convened following the
results of the Annual General Meeting held on 19 June 2025 (the "2025 AGM")
and the receipt of a requisition request from the Company's former manager,
Paul Jourdan, and a group of shareholders holding 5.19 per cent. of the total
voting rights in the Company (the "Requisitioners").

As announced on 13 August 2025, approximately 60 per cent. of the total votes
cast at the Meetings were cast in line with the Board's recommendations. These
votes totalled approximately 29 million and were cast by approximately 1,500
shareholders. The votes cast against the Board's recommendations totalled
approximately 20 million and were cast by approximately 300 shareholders,
including the Requisitioners.

In accordance with provision 5.2.4 of the AIC Code, the Board confirms that it
has engaged with the Requisitioners and as many other dissenting shareholders
as possible in order to understand their reasons for voting against the
Board's recommendations. More particularly, the Chair contacted each
Requisitioner and offered to arrange a one-to-one call or meeting. Calls
and/or meetings were subsequently held with those Requisitioners who accepted
the invitation and those who did not accept the invitation were invited to
share their views with the Board by email. The Board separately contacted as
many of the Company's largest shareholders as practicable following the
Meetings and emphasised in various public statements that all shareholders
were able to contact the Chair directly by email at any time.

The feedback received from the Requisitioners and larger shareholders as part
of this outreach exercise was mixed, with individuals understandably taking
the opportunity to express views that were reflective of their own personal
circumstances. Some of those consulted continue to disagree with the decision
to change the Company's investment manager while others were supportive of the
change of investment manager but had reservations in relation to the changes
to the investment policy that were proposed (but not adopted) at the 2025 AGM.
Some of those consulted indicated that they do not wish to remain invested in
the Company and would welcome the opportunity to sell their shares. Others
indicated that they had no immediate intention to sell and were now supportive
of the Board's vision for the future of the Company.

The feedback received from Requisitioners and larger shareholders was
therefore inconclusive and did not appear to demonstrate a clear consensus for
any alternative strategy to that proposed by the Board. As a result, the Board
felt it was important to seek the views of as many shareholders from the
Company's wider shareholder base as practicable, noting that the Company has a
large and diverse shareholder base in which no individual shareholder holds
more than 1.5 per cent. of the Company's shares.

A shareholder survey was therefore commissioned by the Company and sent by
post/email to over 3,600 shareholders representing a cross-section of
shareholders holding, in aggregate, approximately 63 per cent. of the
Company's shares in January 2026. The survey sought feedback on the following
key topics: (i) a potential tender offer in respect of the Company's shares;
and (ii) the proposed changes to the Company's investment policy. Responses to
the survey were received from over 800 shareholders representing approximately
19 per cent. of the Company's shares.

The Board is working with its advisers to review the feedback received in
detail and to consider what (if any) proposals may be presented to
shareholders in the coming weeks. The Board will provide an update on the
outcome of this process as soon as possible following its conclusion. A final
summary of the views received from shareholders, and any actions taken as a
result thereof, will also be included in the Company's annual report and
otherwise as appropriate in accordance with provision 5.2.4 of the AIC Code.

 

For further information, please email CoSec@mavencp.com
(mailto:CoSec@mavencp.com) .

 

For and on behalf of the Company

Maven Capital Partners UK LLP

Company Secretary

Tel: 0141 306 7400

 

 

 

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