VCT Investor Group - Ventus & Ventus 2 VCT Shareholder Resolutions

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:

To provide best practice guidelines on management fees, performance fees, directors’ tenure and independence.
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:-

Corporate Governance and Existing Directors: Existing directors breach Association of Investment Companies code for length of service.
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 .
Investment Manager Performance Fees: The Performance Fees are hard to understand and not adequately related to performance.
Other Fees to the Investment Manager are not disclosed: Temporis provides other fees to Investee Companies that are not disclosed.
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.
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.
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

Post Date: June 18, 2019

Group description:	Following the launch of the SIGnet Technical Traders groups, it was identified that there were a number of members who use fundamental and other information as their main source of choosing companies to invest in, who would find some understanding of technical analysis helpful to identify good entry and exit points for their investments. This new SIGnet Technical Analysis in Support of Investing group is therefore being launched and we welcome members of all levels of experience to join.
Meeting Type/Venue:	Online via Zoom
Meeting Frequency/Timing:	There will be an initial Zoom meeting on Monday 29th April at 7pm to launch this group, please email info@sharesoc.org if you are interested in joining.

Group description:	All levels of experience welcome. A typical meeting agenda includes: – Macro Environment – Trades: Members review existing positions and identify securities with promising TA entry patterns or setups and with suitable risk/reward. Any security, long, short, futures, options may be considered. The convener takes actual positions in trades and maintains his own detailed ledger, accurately measuring performance of individual securities and cumulative activity. Members are notified by e-mail prior to the entries or exits that are decided upon. Following each meeting an updated copy of the ledger is circulated together with the next meeting agenda. Members may wish to maintain similar ledgers of their own but there is no obligation to do so. – Technical Analysis: Techniques and systems used in trades. Members can request discussion of particular aspects of TA.
Meeting Type/Venue:	Online via Zoom
Meeting Frequency/Timing:	The first Tuesday of every month from 7 to 9pm

Group description:	A new in person group coming soon! Keep and eye on our Events page to register for the launch meeting.
Meeting Type/Venue:	In person
Meeting Frequency/Timing:	TBC

Group description:	Open to all investors / people with an interest in investing. Typical meeting will involve members talking about recent purchases, successes, failures and possible future purchases. Also with occasional visiting speakers or members making presentations on a topic of interest.
Meeting Type/Venue:	We aim to meet on the last Tuesday of each month in a private room at a pub in Playhatch. Start time 7pm with members encouraged to meet up around 6pm for a bite to eat / drink before hand, if their diaries allow.
Meeting Frequency/Timing:	7pm on the last Tuesday of the month. Meetings likely to last about two hours but with informal ‘overspill’ before / after.

Group description:	This group was set up as a forum to discuss companies in detail, each company is introduced by a member and discussion may last one or two hours. Membership is by invitation only and is for experienced investors.
Meeting Type/Venue:	The group meets at a venue in Waterloo, London.
Meeting Frequency/Timing:	Meetings are on Tuesday mornings at two month intervals.

Group description:	Our group members have wide ranging investment experience and work backgrounds. Discussion topics include reviewing our recent stock or collective investment buying and selling activity, plus what we are considering buying or selling and the reasons for our decisions. We also have a wider discussion on where we think opportunities might arise in the next few months and what we think needs to be avoided. Members occasionally lead discussions on specific topics such as recent events attended, articles or books of interest and sources of investment ideas and information.
Meeting Type/Venue:	During the pandemic our meetings were held on Zoom, but we have now resumed meeting in person at a location a few miles to the west of Colchester. Most meetings will now be in person, but it is possible that occasional meetings will be held on Zoom in special circumstances.
Meeting Frequency/Timing:	We meet midweek every two months. Zoom meetings run for about two hours from 10.30am and in person meetings from 11am until about 3pm, including a break for lunch.

Group description:	Our group is a broad church that contains investors of varying age and experience. We discuss stocks and investment trusts that we have bought, sold or are interested in and the reasons behind our decisions, and try to make sense of the ever changing investment environment. Our members backgrounds are diverse and include corporate banking, engineering, teaching and the leisure industry. Discussions are robust and challenging but tend to be to be informal, and do not generally involve agendas, presentations or detailed preparation. We are a friendly and approachable group who welcome investors of all levels – we just ask that you contribute, at whatever level you can.
Meeting Type/Venue:	Our meetings are held in a very nice pub near to South Ealing tube station (Piccadilly Line), not far from Ealing Broadway (District, Central and Elizabeth Line). Group numbers permitting (and assuming members are happy to purchase food and drink from the bar), we may also have access to a private room in the pub.
Meeting Frequency/Timing:	We meet every 2 months, usually on a Wednesday morning at 11am.

Group description:	Group focused on active investing, primarily in small / medium cap UK equities.
Meeting Type/Venue:	Regular Zoom meetings interspersed with occasional face to face meetings and social activities in the North West.
Meeting Frequency/Timing:	Monthly on Saturdays at 10am.

Group description:	Our group covers a wide spectrum of mainly stock market investing and trading from equities – which include shares, ETF’s Investment and Unit Trusts. We normally rotate the meeting chairperson (responsible for creating, with member’s help, suitable agendas) and a meeting presenter (members take it in turns to provide a 15 to 45 minute presentation on a subject of their choice). Various investing topics of interest are regularly discussed such as software, brokers, investing categories and markets and any related topics of interest.
Meeting Type/Venue:	Meetings will be returning to in-person in a private room at a West London golf club, close to an underground station. In the meantime monthly video calls and an in-between meeting email group will continue.
Meeting Frequency/Timing:	In-person meetings will be held on the second Wednesday of each month in the afternoons, following a golf club one course lunch.

VCT Investor Group – Ventus & Ventus 2 VCT Shareholder Resolutions

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