Edge Shareholders requisition general meeting to remove 3 directors and appoint Richard Roth as a director.

On 1 November 2021, ShareSoc Campaign members submitted resolutions to requisition a general meeting of Edge Performance VCT, to remove 3 directors from office and to appoint Richard Roth as a director.

Shareholders  (or beneficial owners of shares in the capital of the Company (as applicable)) holding not less than 5% of the total voting rights of  the Company  requested and require the directors of the Company, to call a general meeting of the Company for shareholders to vote on the resolutions below:

  1. THAT, pursuant to section 168 of the Companies Act 2006 and article 97 of the Company’s articles of association, Terence Alan James Back be and is hereby removed as a director of the Company
  2. THAT, pursuant to section 168 of the Companies Act 2006 and article 97 of the Company’s articles of association, Sir Aubrey Thomas Brocklebank be and is hereby removed as a director of the Company
  3. THAT, pursuant to section 168 of the Companies Act 2006 and article 97 of the Company’s articles of association, Sir Peter Lytton Bazalgette be and is hereby removed as a director of the Company
  4. THAT any person appointed by the directors as an additional director pursuant to the Company’s articles of association between the date of this requisition and the conclusion of the requisitioned meeting be removed from office as a director of the Company.
  5. THAT, Richard Roth, having consented to act, be and is hereby appointed as a director of the Company.

and to circulate to shareholders this statement which highlights the failings of the directors and why we wish to unseat them:

Edge A – statement re shareholders requisition

We have also requested an up to date copy of the shareholder register and the register of interests. This will allow us to write to shareholders in relation to the General Meeting we have called and also the AGM (which was adjourned in August) and any other GM(s) that the Company or any one else calls.
Cliff Weight, Director, ShareSoc
7 Comments
  1. Cliff Weight says:

    Share price of EDGI up by 100% today- according to LSE data it is the highest performing share….
    Market Report – Tue, 2nd Nov 2021

    Share Risers

    Price Change
    Edge Perf.i (EDGI) 4.50 +100.00%
    Blue Star (BLU) 0.18 +50.00%
    Inspirit Energy (INSP) 0.06 +30.43%
    On-line Block (OBC) 46.00 +19.48%
    Light Science (LST) 30.00 +14.50%

  2. Stephen Burke says:

    I note the comment that the disposal of Coolabi was on poor terms, but on the face of it Sharesoc takes some of the blame for that as it was this campaign which pushed for it to be sold asap – as an H shareholder I commented at the time that a fire sale was unlikely to be in my interests.

  3. This VCT has been so poorly managed from the start with very inadequate risk assessments made of the target investments, which was then followed by one huge bet on Coolabi only to find that the “Jewel in the Crown” was far from a saviour! It only goes to show what a mess both the management of Edge made of this investment, and the non exc’s who were bought in to help save the day. Its been like watching a slow car crash over 5 years with the end result a huge disappointment..

    I had no idea Sharesoc was forcing a sale, which whilst admirable in normal times, it proved to be the worse time to sell the crown jewels!

  4. Cliff Weight says:

    In reply to Stephen and Tracy’s comments:
    Thank you for your views. Can I point out that:

    1. The H shares DID own Coolabi, but much less than I share class So a sale of Coolabi is unlikely to impact H class shareholders so significantly as the I Class shareholders.

    2. ShareSoc is trying to point out that had the Coolabi sale been progressed with greater enthusiasm and alacrity earlier a higher price could have been obtained. The delay in the Coolabi sale was most advantageous to the manager as it gave him the chance of a performance fee and extra management fees. The delay also resulted in dilution of the I class shareholders who had to dilute their equity to incentivise the Coolabi management team.

    3. The Board told us in Dec 2019 of their intention to sell Coolabi as soon as possible. I do not think our campaign which was launched in Dec 2019 influenced the sale date. The Edge Board advised that they had already started the sales process before Sharesoc started its campaign. One of our reasons we wish to unseat the Board is because they failed to listen to us on the key points of our campaign.

    4. The fire sale was primarily because of the looming debt repayments. ShareSoc were not to blame for debt terms, covenants and repayment terms.the H shares DID own Coolabi, but much less than I share class

    5. Also, the financing structure of Coolabi meant that the longer the investment was held, the more interest was payable (at very high rates) to various instruments that had a higher ranking than the Edge equity

    6. I would also point out that the I share class was supposed to be a limited life fund, with cash returned to investors in 2016/7, not 2021/22

  5. Stephen Burke says:

    I assume the first instance of that reply wasn’t intended to be posted, but it was and I got an email copy. I can’t say I especially like being accused of disinformation. I also don’t think that most of that information was disclosed at the time, perhaps you had access to private information. At any rate I don’t think I’ll participate further in this.

  6. Stephen Burke says:

    One other thing – I can’t find my earlier comment, but in the original campaign post here which is likely to be what I was commenting on:

    https://www.sharesoc.org/campaigns/edge-vct-campaign/

    I see in bold at the end:

    We fear however that, despite months of the Board talking with the Investment Manager and reviewing arrangements with all other suppliers, there is neither an “oven-ready” proposal for the necessary reduction in the costs nor hope of an imminent sale of Coolabi. If this turns out to be the case, we think that a better Board would be Terry Back, Richard Roth and Robin Goodfellow and we intend to requisition resolutions to seek to make this happen.

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