REG - VPC Specialty - Publication of circular relating to B share scheme

VPC Specialty Lending InvestmentsAnnouncement

15/03/2024 07:00

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RNS Number : 9472G  VPC Specialty Lending Invest. PLC  15 March 2024

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

15 March 2024

VPC Specialty Lending Investments plc

Publication of a circular in relation to a B share scheme

The Board of VPC Specialty Lending Investments plc (the "Company") is pleased
to announce details of the proposal to adopt a B Share Scheme to facilitate
the return of capital to Shareholders as and when sufficient cash and reserves
are available.

Background

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.

The Board has since then been reviewing potential mechanisms through which a
proposed return of capital may be structured and has taken professional
advice, including in relation to tax implications, and has reflected on views
received from various Shareholders of the Company.

B Share Scheme

After careful consideration, the Board has determined that the adoption of a B
Share Scheme is one of the fairest and most efficient ways of returning
capital to Shareholders. The B Share Scheme would allow the Company to return
capital on a strict pro rata basis which would ensure as far as possible that
no Shareholder or Shareholder group is disadvantaged. The adoption of the B
Share Scheme would involve the Company issuing redeemable B Shares to
Shareholders and redeeming them on the Redemption Date applicable to that
issue of B Shares without further action being required by Shareholders.

The Board believes that returning capital via the B Share Scheme rather than
via a tender offer, offers the following significant benefits to Shareholders:

·              It reduces costs for the Company, as there should
be no need to prepare further circulars to give effect to a future Return of
Capital, which would not be the case with tender offers.  Details of each
Return of Capital notified to Shareholders will be by an announcement through
the Regulatory Information Service and, subject to any change in existing
United Kingdom tax law (and in contrast to a tender offer where stamp duty at
the rate of 0.5 per cent. of the tender price is payable), no stamp duty would
be payable by the Company.

·              All Shareholders would participate in the
redemption process and they would be treated equally. It is likely to be
particularly beneficial for smaller retail Shareholders who may miss the
opportunity to participate in a tender offer simply as a result of failing to
make an election to participate.

·              The proportionate holdings of Shareholders will
remain unchanged as a result of the B Share Scheme.

·              Subject to the Resolutions being passed at the
General Meeting, Shareholders will not be required to take any further action
to give effect to a future Return of Capital under the B Share Scheme.

·              There would be greater certainty for the Company
regarding the amount of capital that is able to be returned to Shareholders,
given that unlike tender offers, capital returns under the B Share Scheme
would be made to all Shareholders on a pro rata basis, without the need for an
election.

Returns of Capital

The quantum and timing of a Return of Capital to Shareholders following
receipt by the Company of the net proceeds of realisations of investments will
be dependent on the repayment and cancellation of the Company's bank
facilities, further drawdowns to honour commitments to fund under existing
contractual arrangements, the Company's liabilities and general working
capital requirements and sufficient distributable reserves and amounts
standing to the credit of the Company's share premium account. Accordingly,
the quantum and timing of any Return of Capital will be at the discretion of
the Board, and details of each Return of Capital, including the relevant
Record Date, Redemption Price and Redemption Date, will be notified to
Shareholders by an announcement through the Regulatory Information Service.
Subject to the passing of the Resolutions at the General meeting, the Board
intends to announce the details of an initial Return of Capital under the B
Share Scheme shortly after the General Meeting.

The adoption of a B Share Scheme will not limit the ability of the Company to
return cash to Shareholders by using other mechanisms and, if the B Share
Scheme is adopted, the Board will continue to review its efficacy over time.
Details of the Board's intention to implement the B Share Scheme are set out
in the Circular (as defined below).

The Board's proposal to adopt a B Share Scheme now should not be taken as any
indication as to the likely timing or quantum of any future returns of cash to
Shareholders.

General Meeting

The introduction of the B Share Scheme requires Shareholder approval, which
will be sought at a General Meeting of the Company to held at the offices of
Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 5 April at 10.00
a.m. Resolution 1 is proposed as a special resolution and Resolutions 2 and 3,
as ordinary resolutions. Together they seek approval for the B Share Scheme. A
special resolution requires at least 75 per cent. of the vote cast to be in
favour in order for the resolution to be passed. An ordinary resolution
requires a majority of members entitled to vote and present in person or by
proxy to vote in favour in order for it to be passed.

A circular containing further detail of the proposed adoption of a B Share
Scheme to facilitate the return of capital to Shareholders and the notice
convening the General Meeting has today been published by the Company (the
"Circular").

A copy of the Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also
be available on the Company's website (https://vpcspecialtylending.com
(https://vpcspecialtylending.com) ). Capitalised terms used in this
announcement, unless otherwise defined, have the same meanings as set out in
the Circular.

 Enquiries:                              via Jefferies or Winterflood (below)

 VPC Specialty Lending Investments PLC

Graeme Proudfoot
                                         via Jefferies or Winterflood (below)

 Victory Park Capital                    info@vpcspecialtylending.com

Gordon Watson

 Sora Monachino
                                         Tel: +44 20 7029 8000

 Jefferies International Limited

 Stuart Klein

 Gaudi le Roux
                                         Tel: +44 20 3100 0000

 Winterflood Securities Limited

 Joe Winkley

 Neil Morgan

 

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