REG - VH Global Energy Inf - Publication of Circular and Notice of GM

VH Global Energy InfrastructureAnnouncement

06/08/2025 11:30

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RNS Number : 2398U  VH Global Energy Infrastructure PLC  06 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

6 August 2025

VH Global Energy Infrastructure plc

(the "Company" or "ENRG")

 

PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING

 

On 23 May 2025, the Board announced that it intends to commence an asset
realisation strategy (the "Proposed Asset Realisation Strategy").

 

The Company announces that it has today published a circular (the "Circular")
to Shareholders setting out the recommended proposals for the Proposed Asset
Realisation Strategy and to convene a general meeting (the "GM") to seek the
approval of Shareholders for:

·      the adoption of the New Investment Objective and Policy (in place
of the Existing Investment Objective and Policy) to reflect the Proposed Asset
Realisation Strategy;

·      approval of the Related Party Transaction;

·      approval of the Remuneration Policy; and

·      by way of a special resolution, the adoption of the New Articles
in substitution for the existing Articles of Association to, which will be
amended to remove the provisions in the existing Articles of Association
requiring a Continuation Resolution to be put to Shareholders next year and
every five years thereafter, as well as the Continuation Resolution to be put
to Shareholders if a deployment target had not been met within twelve months
of IPO, which is no longer relevant.

 

The Circular contains full details of the Board's recommended proposals for
the Proposed Asset Realisation Strategy and explains the associated adoption
of the New Investment Objective and Policy and the New Articles, and for
Shareholders' to approve the Remuneration Policy (together, the "Proposals").
The Circular contains a notice convening the General Meeting to be held at 10
a.m. on Thursday, 28 August 2025, at the offices of Victory Hill Capital
Partners LLP, 4(th) Floor, 21-22 Warwick Street London W1B 5NE.

 

Under the Proposed Asset Realisation Strategy process, the Company's current
alternative investment fund manager, Victory Hill, will manage the Company
with the intention of realising all the assets in its Portfolio in a timely
manner with a view to maximising value. Some Portfolio assets are in a better
position to be sold than others given their operational maturity whilst others
need further management before they can be sold at a value that would be
acceptable to Shareholders. The Board anticipates that the Proposed Asset
Realisation Strategy will be completed in no longer than three years, by which
point all capital will have been returned to Shareholders, and the Company
would be liquidated. The adoption of the Proposed Asset Realisation Strategy
 is conditional on the passing of Resolution 1 and Resolution 2 by
Shareholders at the General Meeting.

 

Shareholders should read the whole of the Circular and, in particular, the
letter from the Chair, which contains the recommendation from the Board that
Shareholders vote in favour of the Resolutions to be proposed at the General
Meeting as summarised in Part I of the Circular and as set out in full in the
Notice, and the risk factors associated with the Proposals that are set out in
Part IV of the Circular.

 

A copy of the Circular (incorporating the Notice of General Meeting) and the
New Articles (together with a comparison document showing the changes to the
existing Articles of Association) will be available for inspection on the
Company's website at https://www.globalenergyinfrastructure.co.uk/, on the
National Storage Mechanism from the date of the Circular, and at the
registered office of the Company during normal business hours on any Business
Day from the date of the Circular until conclusion of the General Meeting and
at the place of the General Meeting for at least 15 minutes prior to, and
during, the relevant meeting.

 

Capitalised terms used in this announcement shall have the same meanings given
to them in the Circular unless otherwise defined herein.

 

Expected timetable

2025

 Publication of this Circular                                                 6 August
 Record date for participation and voting at the General Meeting             close of business on 26 August
 Latest time for receipt of Forms of Proxy from Shareholders for use at the  10 a.m. on 26 August
 General Meeting
 General Meeting                                                             10 a.m. on 28 August
 Announcement of results of the General Meeting                               28 August
 Commencement of the Realisation Period                                      from passing of Resolution 1 and Resolution 2

Notes:

(1)  References to times above and in this Circular generally are to London
times unless otherwise specified.

(2)  All times and dates in the expected timetable and in this Circular may
be adjusted by the Company. Any material changes to the timetable will be
notified via an RIS.

 

 

For further information:

 

Chair of VH Global Energy Infrastructure plc

Bernard Bulkin                     via Deutsche Numis

 

Deutsche Numis (Sponsor, Financial Adviser and Broker)

Hugh Jonathan                    +44 (0)20 7260 1000

Matt Goss

 

Edelman Smithfield (PR Adviser)

Ged Brumby                         +44 (0)7540 412
301

Hamza Ali                             +44 (0)7976
308 914

 

Victory Hill Capital Partners LLP (AIFM)

Navin
Chauhan                       info@victory-hill.com
(mailto:info@victory-hill.com)

 

The Company's LEI is 213800RFHAOF372UU580.

 

 

ADDITIONAL INFORMATION

 

Benefits of the Proposals

 

The Board believes the Proposed Asset Realisation Strategy and change in
investment management fee are in the best interests of Shareholders for the
following key reasons:

 

•        Satisfying Shareholder demands for return of capital: the
majority of Shareholders are as frustrated as the Board with the Company's
share price discount to NAV. The discount issues are sector-wide and
Shareholders are understandably seeking capital returns at the highest
achievable value, and in as short a time frame as possible. The Board believes
the Proposed Asset Realisation Strategy is the best and most realistic route
to this outcome.

 

•        Victory Hill is the right investment manager to deliver
maximum returns to Shareholders: the Board believes that Victory Hill is the
best investment manager to deliver a successful realisation of the
geographically and technologically diverse Portfolio while continuing to
manage the Portfolio on a day-to-day basis throughout the Realisation Period.
The Board also believes that successful implementation of the Proposed Asset
Realisation Strategy will depend on having the support of the operating
partners in relation to the Portfolio assets, which is much more likely with
Victory Hill's guidance given their ongoing strategic relationships. Retaining
Victory Hill limits any disruption in the asset management progress within the
Portfolio and allows the Company to begin the Proposed Asset Realisation
Strategy immediately following the required Shareholders' approvals.

 

•        Victory Hill will be appropriately incentivised to dispose
of the Portfolio in its entirety and deliver the highest achievable returns to
Shareholders: Victory Hill's business, like ENRG's, will fundamentally change
as a result of the Proposed Asset Realisation Strategy. The introduction of
the Performance Fee clearly aligns Victory Hill's interests with the Board's
and Shareholders' objective to sell the Portfolio in as short a time frame as
possible, at the highest possible value within that time frame. The
Performance Fee will only become payable to Victory Hill if the entire
Portfolio has been Realised (save for any reserved temporary investments
permitted under the New Investment Objective and Policy for cash management
purposes as set out at Part II of this Circular) and Shareholders have
received their full (net of fees, costs, expenses, taxes, other liabilities
and any reserves needed in order to achieve an orderly winding-up of the
Company) returns above a hurdle rate based on the Company's NAV. The Board
believes this reduces the risk of part of the Portfolio remaining unsold at
the end of the Realisation Period and incentivises Victory Hill to sell the
Portfolio in as short a time period as possible.

 

•        Net returns could represent a material uplift to the current
share price: Given Victory Hill is incentivised to aim for asset sales at the
highest value possible within the Realisation Period, and the Ordinary Shares
traded on a 44% discount to NAV (as at the close of business on the day before
the announcement of the Proposed Asset Realisation Strategy was made, being 22
May 2025 (the "Announcement Date")), there is scope for Shareholders to
benefit from material share price returns in excess of the share price on the
Announcement Date if Victory Hill is to achieve a Performance Fee. The Board
believes that the Proposed Asset Realisation Strategy could result in a
reasonable NAV total return for Shareholders that invested at IPO, albeit not
the level of return that it would have initially hoped at IPO.

 

Change to the Investment Management Fee

In acknowledging that Victory Hill's portfolio management role will
fundamentally change, the Board has agreed in principle with Victory Hill to
revise the fees payable under the AIFM Agreement with effect from the passing
of Resolution 1 and Resolution 2. Principally, and as supported by
Shareholders' feedback, the Board has aimed for a fee structure that will
align Victory Hill's interests with the interests of Shareholders to complete
the Proposed Asset Realisation Strategy. The Board believes that under the
Proposed Fee structure, Victory Hill will be appropriately incentivised to
seek the maximum achievable values, at the point of realisation, in a timely
fashion.

 

The key proposed changes to the fees payable to Victory Hill under the AIFM
Agreement, and the key reasons why the Board believes key elements of the
Proposed Fee are in the best interests of the Shareholders, are set out at
Part III (Proposed changes to the AIFM Agreement) of the Circular.

 

Related Party Transaction

Victory Hill is considered to be a related party of the Company on account of
its position as alternative investment fund manager to the Company.  The
Company considers that the Proposed Fees constitute a related party
transaction within the meaning of UKLR on the basis that the potential benefit
to Victory Hill as a related party is not quantifiable. As a result, the
proposed payment terms and vesting provisions of the Proposed Fee described in
this Circular require approval of the Shareholders.

 

The Board considers that the Proposed Fee is fair and reasonable as far as
Shareholders are concerned, and the Directors have been so advised by Deutsche
Numis as sponsor to the Company. In providing advice to the Directors,
Deutsche Numis has taken into account, but not relied upon, the Directors'
commercial assessment of the Related Party Transaction.

 

Change to the Existing Investment Objective and Policy

The Proposals involve amending the Company's Existing Investment Objective and
Policy and adopting the New Investment Objective and Policy to reflect the
realisation strategy and that the Company is ceasing to make any new
investments. The proposed amendments to the Existing Investment Objective and
Policy are considered a material change and therefore, in accordance with
UKLR, the consent of Shareholders to the adoption of the New Investment
Objective and Policy is being sought. Part II (Proposed New Investment
Objective and Policy) of the Circular sets out the proposed New Investment
Objective and Policy in full.

 

Change to the Company's Articles of Association

If the Proposed Asset Realisation Strategy is approved by Shareholders, the
provisions in the existing Articles of Association requiring a Continuation
Resolution to be put to Shareholders next year and every five years thereafter
will no longer be required, and so the approval of Shareholders will be sought
to remove those provisions from the existing Articles of Association, as well
as the provision requiring a Continuation Resolution to be put to Shareholders
if a deployment target had not been met within twelve months of IPO, which is
no longer relevant.

 

Return of capital

Cash will be returned to Shareholders as and when the Company holds enough
cash from the sale of Portfolio assets to justify the cost of effecting a
return to Shareholders. The Company will seek to return cash to Shareholders
in an efficient and fair manner that accounts for, among other things, the UK
tax consequences for Shareholders and the composition of the Company's
Shareholder register. The Board generally expects to return cash to
Shareholders on a pro rata basis, however the Board will continue to consider
the most appropriate methods to return cash to Shareholders as realisations
are made over time.

 

Dividends

The Board intends to continue paying a quarterly dividend to Shareholders. As
the Proposed Asset Realisation Strategy progresses, the size of the quarterly
dividend will depend on the level of net income generated by the assets that
remain in the Portfolio (noting that some assets are more cash generative than
others). The Board does not expect to maintain the Company's progressive
dividend policy in the Realisation Period but, where possible, will aim to
maintain the Company's current dividend per Ordinary Share level for as long
as there is income generated from the Portfolio to support it.

 

Recommendation

The Board considers the Proposals to be in the best interests of Shareholders
as a whole. Accordingly, the Board recommends that Shareholders vote in favour
of the Resolutions to be proposed at the General Meeting. The Directors intend
to vote in favour of the Resolutions in respect of their holdings of Ordinary
Shares amounting to 394,854 Ordinary Shares in aggregate (representing
approximately 0.09% of the issued share capital of the Company as at the
Latest Practicable Date).

 

 

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