Latest News 9 Sept 2019
There has recently been a flurry of activity on VCTs (after 2 years of relatively little activity), which show that ShareSoc can influence outcomes in VCTs.
Ventus and Ventus 2: Shareholder resolutions were submitted by Nick Curtis, who is a ShareSoc Full member. We are supporting this campaign. A good article in Investors Chronicle was published. 1 director was voted off. None of Nick’s candidates were elected. Waiting to hear from Chairman what they plan to do. The votes were very close and >20% voted against the Board so something must be done.
Albion Venture Capital (AAVC): ShareSoc was very concerned by proposed changes to the Albion Venture Capital VCT (AAVC) fees charged by its investment manager Albion Capital. We have therefore launched a campaign https://www.sharesoc.org/campaigns/albion-vct-campaign/. At the 21 Aug 2019 AGM, 30% voted against the proposed change to the management agreement, which was an ordinary resolution so was passed. >20% voted against the Board, so something must be done. Now waiting to hear from AAVC Chairman (Richard Glover) what they plan to do.
Edge: All but one of the directors were voted off the Board. See https://www.sharesoc.org/blog/vcts/edge-another-vct-problem-case/
The Purpose of the Group is to improve the returns of investors in VCTs.
- To provide guidelines of what Group members think is best practice, e.g. management fees, performance fees, directors’ tenure and independence.
- To provide advice for investors on specific VCTs, by
- Identifying investors who are interested in specific VCTs and willing to spend time in collaborating with others to share knowledge and identify areas of concern and to make recommendations
- Providing mechanisms to exchange information
- Publicising our views to the VCT Boards, investors and others who may be able to influence the Boards of specific VCTs
- To have a VCT oversight committee of about 5 or 6 people who are willing to take an active role in respect of VCTs. Such committee will meet on days when larger VCTs have General Meetings or Investor days: Committee members will likely be in London on such days so the time commitment is minimised.
- To provide a newsletter and/or blog to inform Group members and provide them with a web location to state their concerns and swap information.
- To provide a forum (or questions and answers service) whereby investors can ask what they should do and we can respond or suggest they talk to an expert (Often the answer will be to talk to a tax expert).
- To be effective, we will need to recruit significant numbers of VCT investors, and expense will be incurred to do this, and deliver the other services described above, which needs funding. Hence our final goal is to raise adequate funds to support this campaign.
A meeting was held on 23 May 2017 between Mark Lauber, Roger Lawson, Tim Grattan and Cliff Weight to discuss VCT issues and agreed a way forward. The background issues discussed are summarised below:
- There are lots of problems with VCTs. The two main ones are:
- Management’s interests are not the same as shareholders, they are not aligned and managers too often act in their own interests.
- Shareholders and the directors of VCTs are unable to exert control on VCTs. The corporate governance of VCTs is failing.
- Guidelines would be useful on what we think is best practice. These would cover:
- Management fees
- Performance fees
- Directors’ tenure
- Directors independence
- And possibly others
- The history is of fund managers underperforming and directors not firing them. Some fund managers had badly drafted contracts, e.g. 5 year contracts, that meant they could not be fired without incurring large costs.
- At launch the VCT directors are suggested by the fund managers. This is especially the case at launch and tends to happen on new appointments as well. Not enough directors are independent.
- Chairs should be limited to 1 Chair and not more than 4 director roles (excluding charities and other roles which do not take up much time).
- Some investors are not concerned about their VCT investment.
- They put money in as a tax saving. They are recommended to do so by an adviser and don’t look at the details when they invest.
- They don’t bother to monitor their investments.
- CGT locks them in. If they sell they may get a tax liability, especially if they rolled over a CGT gain when they initially invested.
- Our experience is that we can influence VCTs by campaigning. Oxford and Foresight 4 are examples of this. See https://www.sharesoc.org/campaigns/oxford-technology-vcts/ and https://www.sharesoc.org/campaigns/foresight-4-vct/ for more details of these successful campaigns. Alliance Trust, although not a VCT, is another example where we were able to influence NEDs to better manage their managers. See https://www.sharesoc.org/campaigns/alliance-trust-shareholder-action-group-atsag/ for details.
- The astonishingly low voting turnout at AGMs (around 10% and trending down. 8% at Foresight 1 today!)
- 40% of ShareSoc members own VCTs.
- No institutional shareholders in VCTs. So, they cannot override individual shareholders. However institutional shareholders often help to enforce good governance in companies and this mechanism is lacking in VCTs.
- Foresight 3 and 4 have about 10,000 shareholders. They are not a big VCT. There could easily be 100,000+ VCT investors out there. I have searched the web and can find no estimate of the number of investors. To date £6 bn has been invested in VCTs with about £500 million last year.
Essential facts: see https://www.wealthclub.co.uk/venture-capital-trusts/essential-facts/
For further information contact Cliff Weight, here. Please reference his name and the VCT Group.
Last updated 23 June 2017
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