TIDMVSL
RNS Number : 0504D
VPC Specialty Lending Invest. PLC
23 October 2020
23 October 2020
VPC Specialty Lending Investments PLC (the "Company")
2020 Annual General Meeting - Update Statement
On 25 June 2020, the Board of the Company announced that all
resolutions proposed at the 2020 Annual General Meeting of the
Company (the "AGM") had been passed.
However, the Board noted that:
-- 34.23% of votes were cast against Resolution 6 concerning the
re-election of Mr. Richard Levy, and
-- 24.67% of votes were cast against Resolution 4, which related
to the re-election of the Chairman, Mr. Kevin Ingram.
In accordance with the guidance issued by the Investment
Association in the cases of votes against any resolution exceeding
20%, the Board has consulted shareholders extensively since the AGM
to understand the reasons for their votes.
The purpose of this statement is to provide an update on the
shareholder consultation following the AGM. The Board's plan for
refreshment and succession (which also arose during the
consultation ) is addressed in a separate announcement released to
the market earlier today.
The consultation process took place in September and the first
week of October. It was constructive and involved talking to the
major shareholders who voted against the above two resolutions as
well as many of the other large shareholders.
Reasons given by shareholders for the vote against Mr. Richard
Levy:
Shareholders expressed concern about the perceived conflict of
interest of Mr. Richard Levy remaining on the Board, given his role
as Chief Executive Officer of the Investment Manager, Victory Park
Capital Advisors LLC and his role as the controlling person of SVS
Opportunity Fund GP, LP as general partner of the SVS Opportunity
Fund LP ("SVS"), which held 19.21% of the voting rights of the
Company at the time of the AGM.
Reasons given for the vote against the Chairman, Mr. Kevin
Ingram:
Certain shareholders voted against Mr. Kevin Ingram on the basis
that, as Chairman, he should bear the responsibility for the first
set of continuation vote proposals presented by the Board to
shareholders on 21(st) May 2020 and the Board's failure to address
on a timely basis the perceived conflicts of interest of Mr.
Richard Levy remaining on the Board.
Principal shareholder concerns:
In summary the principal concerns raised by shareholders related
to:
-- governance and conflicts of interest (especially relating to the shareholding held by SVS),
-- refreshing and strengthening the independence of the Board, and
-- improving Board communication with shareholders.
In addition to the principal concerns behind the votes,
shareholders also expressed views on:
-- share buybacks;
-- simplifying the way the Investment Manager presents the investment proposition; and
-- wanting the Investment Manager to build exposure gradually when diversifying the portfolio.
On a positive note, shareholders:
-- were impressed with investment performance, particularly
since March this year, noting the strong returns and the risk
mitigation measures put in place by the Investment Manager;
-- applauded the Investment Manager's timely response to
information requests and the quality of the regular updates;
-- noted that the Company's NAV performance stood out against that of the sector; and
-- appreciated that the Company had been able to maintain the
dividend during a very challenging period.
Actions taken by the Board in relation to votes cast at the AGM
and issues arising from the Shareholder consultation:
On 23 June 2020, the Company announced that Mr. Richard Levy had
indicated his intention to retire as a Director of the Company and
his retirement will take effect once the search for his replacement
has been concluded.
In the Half-Year Report released on 29 September 2020, the Board
stated that it was seeking a director with financial acumen who is
experienced in the investment trust market and has the standing,
mindset, and knowledge to be independent and capable of challenge.
A candidate from a diverse background would be preferred, but this
is not an absolute requirement. The Board will also be seeking a
candidate to chair the Audit & Valuation Committee in due
course.
The Board is considering the views expressed about perceived
conflicts and will provide an update to the market once it is in a
position to do so.
The Board has a rigorous procedure in place to ensure that only
Independent Directors are permitted to be present when any matters
relating to the Investment Manager are discussed and this process
is strictly enforced. Only the Independent Directors are members of
the Nomination and the Management Engagement Committees.
The Board supports the view expressed by shareholders at the AGM
with proxies representing 75.33% voting in favour of Mr. Kevin
Ingram's re-election to the Board. Nevertheless, on 23 October 2020
the Company announced that Mr. Kevin Ingram intended to retire from
the Board at or before the conclusion of the 2021 AGM. This
announcement, which also provides detail on refreshing and
strengthening the Board, can be found in the link below:
https://www.londonstockexchange.com/news-article/VSL/refreshing-and-strengthening-board-independence/14730493
In relation to concerns expressed about Board communication,
shareholders welcomed direct engagement with the Board and the
majority of those consulted would like this to be regular and
extend beyond the Chairman. The Board will therefore offer to meet
the larger shareholders on a regular basis. Board members are of
course available at other times if shareholders wish to talk to
them.
The Board takes all the concerns raised seriously and is
committed to addressing them over the course of the coming months.
The Board is working on all these areas and will keep shareholders
updated on progress.
This statement is made in accordance with the requirements of
Provision 4 of the AIC Corporate Governance Code 2019.
END OF ANNOUNCEMENT.
Enquiries
For further information, please contact:
Victory Park Capital via Jefferies or Winterflood
Brendan Carroll (Senior Partner (below) info@vpcspecialtylending.com
and Co-Founder)
Gordon Watson (Partner)
Jefferies International Limited Tel: +44 20 7029 8000
Stuart Klein
Neil Winward
Gaudi le Roux
Winterflood Securities Limited Tel: +44 20 3100 0000
Neil Morgan
Chris Mills
Link Company Matters Limited (Company Tel: +44 20 7954 9567
Secretary) Email: VPC@linkgroup.co.uk
About VPC Specialty Lending Investments PLC
VPC Specialty Lending Investments PLC (Company No. 9385218) is a
UK listed investment trust focused on asset-backed lending to
emerging and established businesses with the goal of building
long-term, sustainable income generation. The Company identifies
investment opportunities across various industries and geographies
to offer shareholders access to a diversified portfolio of
opportunistic credit investments originated by non-bank lenders
with a focus on the rapidly developing technology-enabled lending
sector.
Further information on VPC Specialty Lending Investments PLC is
available at : http://vpcspecialtylending.com .
LEI: 549300UPEXC5DQB81P34
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
AGMEANEDAEEEFEA
(END) Dow Jones Newswires
October 23, 2020 05:02 ET (09:02 GMT)
Vpc Specialty Lending In... (LSE:VSL)
Historical Stock Chart
From Apr 2024 to May 2024
Vpc Specialty Lending In... (LSE:VSL)
Historical Stock Chart
From May 2023 to May 2024