Ventus 2 VCT PLC AGM follow up (0939H)
12 August 2016 - 11:09PM
UK Regulatory
TIDMVEN2 TIDMVNC TIDMVND
RNS Number : 0939H
Ventus 2 VCT PLC
12 August 2016
Ventus VCT plc and Ventus 2 VCT plc
Message from the Boards of Ventus VCT plc and Ventus 2 VCT plc
following the 2016 AGMs
The AGMs of Ventus VCT plc and Ventus 2 VCT plc (the
"Companies") were held on 21 July 2016 and were well attended. The
results of the resolutions were announced by Regulated News Service
("RNS") on 22 July 2016. The resolutions of both Companies were
passed except Ventus 2 VCT plc shareholders agreed a proposal of
the Chairman to withdraw Resolution 12, which was a resolution to
amend the Articles to increase the limit on the aggregate
remuneration of the Directors (this is further discussed
below).
Immediately following the AGMs, there was a presentation made by
the Companies' Investment Manager, Temporis Capital LLP, which set
out the significant positive turnaround the Companies have made
over the last five years and highlighted that the Companies both
now comprise a portfolio of high quality generating assets
structured to deliver a stable tax-free dividend to shareholders.
The Investment Manager has been tasked by the Boards to continue
the Companies' strategy of optimising the yield from the assets and
paying a sustainable dividend to shareholders. The presentation
slides in which the target dividends for each of the Companies'
share funds for the next five years were set out were released by
RNS on the morning of the AGM.
The AGM provided shareholders with an opportunity to give
feedback to the Directors of the Companies. The Directors have
listened carefully to the views expressed by shareholders at the
AGMs and have also considered shareholder correspondence addressed
to the two Chairmen. The significant success of the Companies over
recent years has been acknowledged by many shareholders. However,
despite acknowledging that the results of both Companies were good,
some shareholders were of the view that the Directors had not
articulated the pros and cons of other potential strategies for the
Companies sufficiently. It was also not obvious to shareholders
that all the issues raised at last year's AGMs had been addressed
and, if they had, there was a view that answers had not been
communicated adequately to all shareholders. The Boards believe
that this is why, despite the resolutions being passed, a
significant percentage of votes were cast against the resolutions
on the Directors' Remuneration Reports and the Re-appointment of
Directors in both Companies.
In respect of the resolutions to increase the aggregate limit of
the Directors' fees, the Boards accept that it could have made
clearer to shareholders that the resolutions were proposed solely
to cover the potential need to have four Directors in one or both
of the Companies for an overlap period in the event of future
retirements. The Boards of the Companies viewed this as necessary
to provide the appropriate level of corporate governance. The
resolutions were not proposed in order to increase the remuneration
received by any individual Director. The resolution was passed by
the Ventus VCT plc shareholders and the company's Articles have
been amended. None the less, the Directors are mindful that any
changes to the Board should be made efficiently. The Ventus 2 VCT
plc Directors are not contemplating a change to the constitution of
the Board currently. However, the resolution was initially proposed
to deal with possible contingencies. Given the fact the resolution
was withdrawn, any future changes to the Board will be conducted
within the parameters agreed by shareholders.
Having paid attention to the views of shareholders, the Boards
remain satisfied that the current strategy of striving to maximise
dividend yield is the appropriate one in order to best promote the
success of the Companies. However, the Boards will continue to keep
the strategy under constant review and will respond to changes in
legislative and economic environment. The Directors are also
comfortable with the current level of costs associated with running
the Companies and satisfied these are in line with other VCTs and
general infrastructure funds taking into account the nature and
scale of the business. The Boards will continue to review costs as
appropriate.
As to providing better communication, the Boards will consider
how to address shareholders' comments in this regard over the next
months. Work is already underway to improve the website, and at
their upcoming strategy meeting the Directors will consider other
means of giving further visibility to shareholders.
The Boards also intend to have Temporis Capital LLP make a
presentation at next year's AGM, with publication of the
presentation by RNS prior to the AGMs. The Directors believe this
format was very helpful in addressing many of the questions raised
by shareholders.
The Directors were interested to hear the views of shareholders
at the AGMs and are grateful for the many comments of support. The
Directors will continue to consider shareholder opinion when
determining the strategic direction of the Companies.
For further information, please contact: The City Partnership
(UK) Limited on 0131 243 7210
This information is provided by RNS
The company news service from the London Stock Exchange
END
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