REG - VPC Specialty - Notice of GM

VPC Specialty Lending InvestmentsAnnouncement

04/09/2025 15:00

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RNS Number : 0846Y  VPC Specialty Lending Invest. PLC  04 September 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL
REQUIREMENT OF SUCH JURISDICTION

 

4 September 2025

 

VPC Specialty Lending Investments PLC

 

 

Publication of a Circular containing a Notice of General Meeting

 

 

The Board of VPC Specialty Lending Investments plc (the "Company") announces
the publication of a circular (the "Circular") today in relation to a
continuation vote, required by the Articles, that was not proposed at its
annual general meeting held on 11 June 2025 (the "2025 AGM"). As a result, the
Company has been advised that it should seek the approval of Shareholders to
ratify this oversight.

 

The Articles require that, at the Company's 2020 annual general meeting, and
at every fifth annual general meeting thereafter, there shall be proposed an
ordinary resolution that the Company shall continue in existence as an
investment company (a "Continuation Resolution"). If such Continuation
Resolution is not passed, the Board shall, within three months of such
meeting, put forward proposals to Shareholders to the effect that the Company
be wound up, liquidated, reorganised or unitised.

However, in June 2023 Shareholders approved changes to the investment
objective and policy of the Company. Pursuant to this change, the Company is
managed with the objective of conducting an orderly realisation of the assets
of the Company in a manner that seeks to achieve a balance between returning
cash to Shareholders promptly and maximising value.

Since then, and after considering the Company's projected working capital
requirements, the Board has made distributions to shareholders of
approximately £11.9 million in April 2024 and £43 million in May 2025.

The second Continuation Resolution should have been proposed at the 2025 AGM,
being the fifth annual general meeting of the Company following the annual
general meeting held in 2020. However, due to the oversight referred to above,
such a Continuation Resolution was not proposed.

Since the Company is already in a period of managed wind down, the practical
implications of the Continuation Resolution would be unlikely to change the
Company's current strategy even if a Continuation Resolution were to fail. In
such event, the Company's investments would continue to be realised in an
orderly manner, that is, with a view to achieving a balance between returning
cash to Shareholders promptly and maximising value. As a result, the Board is
not proposing to put forward a replacement Continuation Resolution. In
accordance with the Articles, the next Continuation Resolution will, if the
Company is still in existence, be proposed at the fifth annual general meeting
of the Company following the 2025 AGM, in approximately five years.

 

However, the Company has been advised that, since not proposing a Continuation
Resolution at the 2025 AGM constitutes a breach of the Articles, the Company
should seek Shareholder approval to ratify this. Accordingly, a general
meeting of the Company (the "General Meeting") is being convened to propose a
Resolution, which will, if passed, release the Company and its directors
(including those individuals that were directors at the time of the 2025 AGM)
from their historic obligation to propose a Continuation Resolution at the
2025 AGM and rectify this breach of the Articles. The preparation of the
Circular and the convening of the General Meeting to propose the Resolution
will not involve a cost to the Company.

 

The Board has taken steps to ensure that the issue referred to in the Circular
does not arise again in the future and is grateful for Shareholders'
understanding in respect of this issue.

 

General Meeting

 

The Circular contains a notice convening the General Meeting which is to be
held at the offices of Winterflood Securities Limited, Riverbank House, 2 Swan
Lane, London EC4R 3GA at 3.00 p.m. on 22 September 2025.

 

A copy of the Circular will shortly be made available on the Company's website
at https://vpcspecialtylending.com/ (https://vpcspecialtylending.com/) , and
submitted to the National Storage Mechanism, where it will be available for
inspection at:  https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1e84eb6c3310c93f7fb161c09372521b&application_id=1521055&site_id=acquiremedia3&application_name=news)
.

 

Capitalised terms that are used but not defined in this announcement shall
have the meanings ascribed to them in the Circular.

 

Enquiries:

 VPC Specialty Lending Investments PLC  via Winterflood (below)

 Nick Campsie

 Victory Park Capital                   info@vpcspecialtylending.com

 Gordon Watson

 Sora Monachino

 Winterflood Securities Limited         Tel: +44 20 3100 0000

 Neil Morgan

 MUFG Corporate Governance Limited        Tel: +44 20 7954 9567

 Company Secretary                        Email: VPC@cm.mpms.mufg.com

 

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