ShareSoc is very concerned by proposed changes to the Albion Venture Capital VCT (AAVC) fees charged by its investment manager Albion Capital. We have therefore launched this campaign, seeking members to vote against various resolutions at the Albion Venture Capital AGM on 21 August 2019. In addition we seek to persuade the Albion Venture Capital directors to agree a better deal with the investment manager.
Information and Updates About the Campaign
The general problems of VCTs are summarised here: The VCT Investors Group Campaign, and the Albion issues are explained here:
The AAVC AGM is on 21 August 2019.
Odds of winning?
- There are about 98 million shares and only about 6 million (6%) typically vote. In 2017 the most voting against any resolution was 600,000.
- It is difficult to know how many will vote against this time as a base case without any further stimulation from us. ShareSoc blogs and Lemon Fool chats will help.
- I know of three shareholders (2 others plus me) holding c400,000 who will vote against.
- Let us make a heroic guess that those on Lemon Fool and others we know will vote against and have say 1 million shares in total.
- That would make 2 million as a base case against and 4 million voting as per normal with management.
- This would mean the special resolution would fail but the ordinaries would pass.
- So we need to persuade shareholders with at least another 1 million to vote against.
- There are approx. 5,300 shareholders.
- I have requested a copy of the shareholder register, so that I can communicate with shareholders about the AGM and GM resolutions.
- Sadly, the shareholder register does not include the email address of investors, so I cannot write to them cost-effectively and quickly. This is archaic and a gross disenfranchisement of shareholder rights. I shall write to BEIS and the Law Commission citing this as yet another example of the problems of the shareholder register and if dematerialisation happens as planned, there will be a further erosion of shareholder rights.
- A second problem is getting the names of shareholders who hold via nominees. In this case this is less of a problem as Albion will find it similarly difficult to find out who these people are. We can assume they will vote as per normal, i.e. very few will vote.
- To write to them all would cost us about £4,000 (it cost AAVC £9000 to send out the notice re the AGM and GM). ShareSoc is a not for profit and would need to raise some funds for this. We are asking for donations and if 10 people gave £500 each, or 100 people gave £50 each, (or we could persuade say 110+ to join ShareSoc with the full membership fee of £45 p.a.) then we would have enough funds to requisition a copy of the shareholder register and send out the letter.
- If we go down this route, then the directors may decide to employ proxy consultants to help them persuade shareholders to vote in favour. The manager will most likely encourage them to do so. It will be better if we can persuade the directors and Albion to change their mind without a proxy fight.
- Timing. It will take a couple of days to get the register, say Wed 7th. A week to send out the letter, say 14th. So, the letter would arrive about 15th and the AGM is on 21st. This gives just about time for people to vote or to change their vote.
I strongly appeal to all investors to join this campaign and make a donation (e.g. £500, £100, £50 or whatever you can afford) to help fund our costs. If you are not a shareholder in Albion Venture Capital, your support in this campaign is still important as it will help us to push for change at the highest levels. Please register your support below, whether you are an Albion Venture Capital shareholder, or not.Join the campaign
Our objectives are as follows:
- Maximise the number of votes against the 2019 AGM resolutions and the GM resolution to approve changes to the management agreement.
- Highlight the concerns of many shareholders about the proposals.
- Force the Directors of Albion Venture Capital to engage with its shareholders and discuss what a more appropriate deal and strategy might be.
- Deter other VCT boards from approving egregious management fee arrangements.
Joining the Campaign
Please note that you can join this campaign, whether or not you are an Albion Venture Capital VCT shareholder, as the issues it raises affect all VCT investors. If you would like to support our campaign to defend your interests, please complete the form below. In order to maximise the chances of a successful campaign, we will need to request a copy of the shareholder register and communicate with other shareholders. We may need to take legal advice on how to challenge the administration, and may need to initiate litigation to make an effective challenge.
ShareSoc is a not-for-profit entity and is not able to finance this from our existing limited funds. We are therefore establishing a “fighting fund” to enable us to do this. The fund will be used primarily to finance administration and professional work undertaken to further the campaign’s ends and also for any incidental expenses incurred by the campaign. Should the balance of the fund exceed our needs for this campaign, we will use that balance to further ShareSoc’s aims, including our shareholder rights campaign, which is aimed at changing custody arrangements in the UK, so that securities are directly registered in the names of their beneficial owners. As well as minimising the impact of poor governance elsewhere, this brings numerous other benefits for shareholders.
ShareSoc directors and volunteers will not receive any remuneration for their work on this campaign. If you are prepared to contribute, please tick the box “Donate” to enable our secure Stripe facility for accepting electronic payments. Alternatively, you can send a cheque, made out to “ShareSoc”, to our office at this address:
ShareSoc, Suite 34, 5 Liberty Square, Kings Hill, WEST MALLING ME19 4AU
Please complete the form below, print it out and send it with your cheque, marking the back of the cheque “Albion Campaign Fighting Fund”.
Full members of ShareSoc can discuss this campaign in our VCT Forum.
If you are not yet a member of ShareSoc, ticking the box “ShareSoc Membership” will grant you FREE associate membership of ShareSoc, bringing you the benefits described here. Alternatively, if you wish to support us further and gain additional membership benefits, you can join as a full member here, for less than 90p per week.
If you have any questions concerning this campaign, please do not hesitate to contact us.
ShareSoc Director and Albion Venture Capital VCT Campaign Co-ordinator