This blog gives you the latest topical news plus some informal comments on them from ShareSoc’s directors and other contributors. These are the personal comments of the authors and not necessarily the considered views of ShareSoc. The writers may hold shares in the companies mentioned. You can add your own comments on the blog posts, but note that ShareSoc reserves the right to remove or edit comments where they are inappropriate or defamatory.

VCT Investor Group – Ventus & Ventus 2 VCT Shareholder Resolutions

Examples of egregious fee structures and of passive directors are to be found in many VCTs (Venture Capital Trusts). ShareSoc and its members campaign to try to rein in the worst offenders, see https://www.sharesoc.org/campaigns/vct-investors-group/

Our principal objectives are:

  1. To provide best practice guidelines on management fees, performance fees, directors’ tenure and independence.
  2. To provide advice for investors on specific VCTs by Identifying existing holders willing to work with others to share knowledge, to identify areas of concern and to make recommendations.

We provide mechanisms for exchanging information, and we communicate our views to VCT Boards, managers, investors and others who may be able to influence the behaviour of specific VCTs.

Hence, when ShareSoc were approached by some Ventus shareholders with genuine concerns about the management of the trusts, we were happy to support them in promoting changes intended to benefit the shareholders of both Ventus VCTs.

Shareholder Resolutions

Shareholders in the Ventus funds have requisitioned resolutions at the forthcoming Annual General Meetings. The resolutions proposed to replace the existing directors. The requisitioners’ logic is contained in the supporting statement to the resolutions (and excerpt of which is shown below).

I have reviewed the case, and have concluded that ShareSoc should support the requisition process, primarily as a means of communicating concerns to the Boards and shareholders of Ventus and Ventus 2 and as a catalyst for change.

I have spoken to David Williams, Chairman of Ventus, who explained that further information will become available when the Annual Report is published. He offered to provide me with further information and make me an insider, but I have declined this offer.

Note that at this stage ShareSoc has not made a recommendation as to how shareholders should vote on the resolution itself.

Supporting statement from the supporters of the shareholder resolutions

Dear Ventus and Ventus 2 Shareholder,

Shareholders in the Ventus funds have requested that resolutions be placed at the forthcoming Annual General Meeting replacing the existing directors.

Shareholder Concerns:-

  1. Corporate Governance and Existing Directors: Existing directors breach Association of Investment Companies code for length of service.  
  2. Investment Manager Fees: Temporis fees in the year to Feb 2018 were 50% of the dividends paid to shareholders and total management costs were almost 60%. As development work has stopped these fees should be reduced significantly . 
  3. Investment Manager Performance Fees: The Performance Fees are hard to understand and not adequately related to performance.
  4. Other Fees to the Investment Manager are not disclosed: Temporis provides other fees to Investee Companies that are not disclosed.
  5. Other Cost Reductions: There are approximately £400,000 per year of ‘Other Costs’ across the two funds, excluding audit and directors fees. These fees appear excessive compared to other VCTs. 
  6. Amalgamation of Share Classes: Given the similar nature of the assets this should be undertaken relatively easily. Aside from the cost savings, the information provided to shareholders and complexity could be reduced and liquidity (particularly for the C and D shareholders) materially improved. 
  7. Longer Term Strategy: The Ventus assets have a limited economic and technical life. There are options around repowering and extending the life of the existing assets. There is a concern that the contractual structure with Temporis, conflicts with the objectives of the shareholders who are looking to have a long term tax free income.

Proposed Directors of Ventus

Richard Roth: Richard is an expert on the operation and governance of Venture Capital Trusts.

Nick Curtis: Nick is an expert in hydro and the operation of small scale renewables assets.

Andrew Garrad CBE: Andrew is one of the foremost technical wind experts in the UK and was awarded a CBE for his services to the wind industry.

Proposed Directors of Ventus 2

Mike Carter: Mike was the Commercial and Deputy Managing Director of Repower UK, (now Senvion UK) and was responsible for the sale of c. 50% of the wind turbines to Ventus.

Nick Curtis: Nick is an expert in hydro and the operation of small scale renewables assets.

Matteo Maino: Matteo the Development Director at ENGIE and is an expert in the development of wind assets with extensive financing and structuring experience.

Once the strategy has been agreed and voted on Nick Curtis will be replaced on one of the funds and a sixth replacement director appointed where additional skills are required.

The Shareholders believe that Ventus has the potential to significantly enhance its dividends to investors for the remaining life of the assets.

More information on strategy, the proposed directors and contact details for asking questions can be found on the Ventus Shareholders website www.ventusvctshareholders.com. Alternatively, please email nick.curtis51@icloud.com

Yours sincerely, Nicholas Curtis May 2019

Declaration: I own a small amount of Ventus ordinary shares, which I recently bought. I noted the low liquidity and wide spread.

Cliff Weight, ShareSoc Director

 

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