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VENTUS TWINS STRATEGY

Sophisticated and complex high-risk tax-sensitive investments in small companies: handle with care
UncleEbenezer
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Re: VENTUS TWINS STRATEGY

#231988

Postby UncleEbenezer » June 25th, 2019, 3:32 pm

Fancy that ...
The Board has again reviewed the potential to merge the share classes and believes that the challenges that existed two years ago (resulting in the May 2017 decision not to recommend a merger) can now be overcome, particularly given the further stabilisation of the operating record of the assets. The Board expects to conclude a share class merger in the next year.


Hmmm ... that and the reduction in investment manager fees look positive, at the cost (if such it be) of new barriers to the shareholder rebellion. But it's been a long slog from BBB&co to get there!

And how does this fit with a merger?
Over the next five years, the Directors currently anticipate a target annual dividend of 5.00p per ordinary share, 8.00p per “C” share and 5.00p per “D” share.



And the Good News(?) stories seem rather on the vague side:

The refinancing of an investee company which owns the 10.25MW Halesworth wind farm, reducing the cost of debt in the company to 3.29% per annum.

to 3.29%. From ... hmm, are we being coy? Any beancounters here find reference to how much debt they're talking about?

The Investment Manager acted to fix near term electricity prices in many of our investee companies at an attractive rate in September 2018.
The prices secured were 24% ahead of the relevant price forecast.

"The relevant price forecast"? Is this some disingenuous spin (spinning with prices inclusive/exclusive of taxes, ROCs, or something)? Or too-good-to-be-true territory?

And conveniently after shareholders have approved the new investment management agreement:
The Board expects to publish a report in October 2019, along with the half-yearly accounts, to set out the future landscape for the Company.


Is my memory failing me? Wasn't Temporis the same as the previous manager, rebranded/repackaged?
When Temporis was appointed Investment Manager in 2011 it was clear that investee companies were not being adequately administered. For example, it became apparent that across the portfolio our companies had under-billed for power and related benefits. Temporis subsequently corrected this on behalf of the relevant investee companies.


(all the above from the V2 report).

barchid
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Re: VENTUS TWINS STRATEGY

#232600

Postby barchid » June 28th, 2019, 5:01 pm

BBB & EB
A post is on the Sharesoc site, just put up, giving their suggestions as to which way Ventus holders should vote, and the reasons why.
Hope this helps

Gostevie
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Re: VENTUS TWINS STRATEGY

#232674

Postby Gostevie » June 29th, 2019, 8:14 am

barchid wrote:BBB & EB
A post is on the Sharesoc site, just put up, giving their suggestions as to which way Ventus holders should vote, and the reasons why.
Hope this helps


https://www.sharesoc.org/sharesoc-news/ ... june-2019/

127tolmers
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Re: VENTUS TWINS STRATEGY

#233182

Postby 127tolmers » July 1st, 2019, 3:34 pm

Why is the notice of AGM "RNS" and voting instructions not out in the public domain? Version 6 appears on the company website although the Ven 2 version is clearly wrong.

A few attempts at activity ahead of the AGM.

https://www.investegate.co.uk/ventus-2- ... 40160630E/

We are pleased to announce that Temporis Capital Limited has closed the refinancing of one of the Company's investments, Osspower Limited, which owns and operates a hydro-electric scheme near Loch Lomond, Scotland.

Bayern LB provided a term loan of £7.8m to the investee company, at a blended rate of 2.97% and over a term of 12.5 years. The debt is fixed price and fully amortising. The proceeds fully repay loan facilities taken out in 2014.

The investment is held in the ordinary share portfolio. The reduced cost of debt will increase cashflow to the Company from the investee company. This is part of the Board's continuing strategy to enhance value to shareholders through active management of the Company's assets.


Interesting that the refinancing is being done by the manager and not by the investee company board. One might have thought that it was the investee board's responsibility for which they are presumably drawing fees for their services. Worth a look at the Osspower accounts on Companies House for the directors, fees and related party transactions. No mention is being made of any early termination penalties under the existing loan agreement of £6.4m which appeared to be with GCP Hydro at 8.75% until 2032. I wonder if the new loan for £7.8m is paying off £1.4m of early termination penalties. While cashflow is stated to improve no mention is made of actual value improvement. Sadly that was not disclosed in previous financings.

https://www.investegate.co.uk/ventus-vc ... 48590640E/

After over 2 years on the board, a small purchase by a new director (20% of 2 year's fees)!

UncleEbenezer
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Re: VENTUS TWINS STRATEGY

#233197

Postby UncleEbenezer » July 1st, 2019, 4:17 pm

I note sharesoc mention our timbo by name, so I guess he'll be there?

Any other Fools plan to attend the AGMs? I'll be looking for a proxy to vote my modest little holdings. They're in an HL Vantage account, but HL have been pretty good about my shareholder rights when I've asked in the past (except in the Foresight 4 case, where my shares were all offered in the tender offer at the time of the AGM).

cprof
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Re: VENTUS TWINS STRATEGY

#233221

Postby cprof » July 1st, 2019, 6:18 pm

At least the new(ish) director probably paid 112p per share after the spike on the 26th June, ironically possibly a good price if the board is replaced. I have just had E mail notification of the AGM and instructions for electronic voting for both twins. Nothing yet in my voting mailbox for my market purchases held in Interactive Investor nominee account

My intentions is to vote to replace the boards, does anyone have any rational reasons why this might not be a wise thing to do ( I have already read and dismissed the current boards arguements)........ Just asking !!

127tolmers
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Re: VENTUS TWINS STRATEGY

#233342

Postby 127tolmers » July 2nd, 2019, 11:11 am

The morning snail mail brought me my 2 annual reports complete with a Notice of AGM and letter from each Chairman. Each letter contains an appendix with a statement from the requisitioning shareholders signed by Nicholas Curtis.

The appendix letter to Ventus VCT shareholders is addressed to Ventus 1 (sic) shareholders and proposes 3 new directors as later identified in the letter.

The appendix letter to Ventus 2 VCT shareholders is addressed to Ventus 2 shareholders and wrongly proposes 3 new directors (the ones on Ventus) as later correctly identified in the letter.

Either the author was extremely causal in writing his requisition letter or Ventus 2 have carelessly edited the letter. In any event a correction is due as flagged here several days ago.


Maybe off topic but a warning on renewable infrastructure funds.

https://www.telegraph.co.uk/business/20 ... t-nothing/

One of the biggest funds to support a tax-efficient Government scheme to boost start-ups has shocked investors with a warning that investments have been rendered worthless.

Oxford Capital Infrastructure EIS, a £350m fund that invests in solar panels, anaerobic digestors and energy storage, has written to its clients, warning them that there has been a “significant fall in the value of your portfolio”.

There has been “a reduction in the value of some companies to zero”, the letter, seen by The Telegraph, reads.

The fund, which services an estimated 1,000 high net worth clients, blames a series of “legislative and regulatory changes, as well as operational challenges”.

UncleEbenezer
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Re: VENTUS TWINS STRATEGY

#233368

Postby UncleEbenezer » July 2nd, 2019, 12:13 pm

127tolmers wrote:One of the biggest funds to support a tax-efficient Government scheme to boost start-ups has shocked investors with a warning that investments have been rendered worthless.

Oxford Capital Infrastructure EIS, a £350m fund that invests in solar panels, anaerobic digestors and energy storage,

That's written in the present tense, but we know VCT/EIS tax breaks for such investment closed some years ago. Which opens the question: is the original problem a pot of money designated for such investments that failed to make the cut? Or alternatively, a pot of money that made the cut but only by racing to a very deep bottom?

The renewables VCTs did a decent job of anticipating rule changes, so presumably shouldn't have those particular problems - if indeed they're at the root of the Oxford story.

127tolmers
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Re: VENTUS TWINS STRATEGY

#233405

Postby 127tolmers » July 2nd, 2019, 2:09 pm

Uncle E, you make a good point. However I do remember a few VCTs getting anaerobic (in)digestion which took a bit of time to resolve or dump.

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Re: VENTUS TWINS STRATEGY

#233422

Postby james188 » July 2nd, 2019, 3:12 pm

The problems with the Oxford Capital Infrastructure EIS go well beyond investments in renewables and date back to a material number of extremely poor investment decisions before the rule changes in recent years. I can attest to that having invested in 2013. By a country mile the worst investment I have ever made in anything and the ongoing reporting by the manager has been delusional. My VCT investments have been much happier experiences.

cprof
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Re: VENTUS TWINS STRATEGY

#234293

Postby cprof » July 5th, 2019, 7:15 pm

For the undecided there is more comment from the requisitioning shareholders (RS) on ventusvctshareholders.com, it is a response to the current boards comments within the AGM notice. There is nothing particularly new in this additional comment. The RS claim that they have indications of support from c.20% of the shares, according to my calculations this is more than the total number of shares voted at last years AGM's. With Ventus 20% of the 29.6 million available shares gives about 6 million votes whereas less than 3 million votes were cast by proxy for each resolution at last years AGM. Apologies if I have completely understood the AGM voting process. Of course the encouragement to vote from the board printed in RED on this years AGM may encourage some of last years absent voters to vote!!

On the Interactive Invester nominee front I have received on line voting forms for my Ventus holding, but my partner has not for her Ventus holding, I have not received voting forms for my Ven2 from Interactive investor.

If the RS win, how would the handover work, do they become the directors of the VCT immediately at the end ot the AGM or are there regulatory hurdles?

UncleEbenezer
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Re: VENTUS TWINS STRATEGY

#234317

Postby UncleEbenezer » July 5th, 2019, 8:58 pm

127tolmers wrote:Uncle E, you make a good point. However I do remember a few VCTs getting anaerobic (in)digestion which took a bit of time to resolve or dump.

That would be the Ventus 2 and 3 Ords. Others? - perhaps some of Foresight's non-solar-environmental mishaps? Those happened long before the lawmakers fouled the pitch - indeed, before the launches of such successes as Ventus C shares, Foresight Solar, and Hazel.

Or am I misremembering something?

Anyway, I'll take James's explanation as more plausible than my own flights of fancy.

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Re: VENTUS TWINS STRATEGY

#236152

Postby cprof » July 12th, 2019, 11:50 am

According to the Requisitioning shareholders web site "Ventus appear to have appointed Boudicca Proxy Consultants to solicit support for the existing directors and this may result in some shareholders being contacted directly.". So the existing directors are using my money to try to persuade me or other shareholders to keep them in a job. I suppose that is OK if they truly believe it is in my best interests!!
Interactive InvestorNominee account update I have now received notification of voting for my Ven2 as well as my Ven holding, my partner did not receive notification for her Ven holding, but after contacting them she was advised to send secure e mail to them with her votes on resolultions and they would vote the snares ( this may have been complicated by the fact that she made three purchases of Ven over the last week, although the original holding was bought last year). I have also recieved a letter through the post from the existing board with their voting recomendations and instructions on how to vote my nominee ( interactive Investment) held shares.
Liquidity/spread As has been mentioned by others Ven & Ven2 are very sensitive to quite small volume purchases On Monday indicative price was £1.12, I tried to buy £20K and wa told by broker that the market maker quoted £1.17. I subsequently split the purchases into three and bought for £1.15 & £1.14. Does the spread drive the illiquidity or vice versa? I wonder how much this would be improved with share amalgamation?

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Re: VENTUS TWINS STRATEGY

#236490

Postby hiriskpaul » July 13th, 2019, 7:51 pm

cprof wrote:According to the Requisitioning shareholders web site "Ventus appear to have appointed Boudicca Proxy Consultants to solicit support for the existing directors and this may result in some shareholders being contacted directly.". So the existing directors are using my money to try to persuade me or other shareholders to keep them in a job. I suppose that is OK if they truly believe it is in my best interests!!
Interactive InvestorNominee account update I have now received notification of voting for my Ven2 as well as my Ven holding, my partner did not receive notification for her Ven holding, but after contacting them she was advised to send secure e mail to them with her votes on resolultions and they would vote the snares ( this may have been complicated by the fact that she made three purchases of Ven over the last week, although the original holding was bought last year). I have also recieved a letter through the post from the existing board with their voting recomendations and instructions on how to vote my nominee ( interactive Investment) held shares.
Liquidity/spread As has been mentioned by others Ven & Ven2 are very sensitive to quite small volume purchases On Monday indicative price was £1.12, I tried to buy £20K and wa told by broker that the market maker quoted £1.17. I subsequently split the purchases into three and bought for £1.15 & £1.14. Does the spread drive the illiquidity or vice versa? I wonder how much this would be improved with share amalgamation?

I also received the "Letter of Instruction" today. Can you post a link to the requisitioning shareholders web site please. I would like to hear the other side.

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Re: VENTUS TWINS STRATEGY

#236498

Postby cprof » July 13th, 2019, 8:48 pm

.
Can you post a link to the requisitioning shareholders web site please. I would like to hear the other side.

Here is website of requisitioning shareholders
http://www.ventusvctshareholders.com

UncleEbenezer
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Re: VENTUS TWINS STRATEGY

#236834

Postby UncleEbenezer » July 15th, 2019, 4:38 pm

I'm being lobbied, but only partially! Looks like the lobbyists may have only partial information, but they're clearly out to enlist the silent majority who wouldn't normally vote.

Arrived back home this afternoon after a week away, and among the doormat pile is a letter from Boudicca Proxy Consultants. Mildly surprised they have my details: all my Ventus shares have been in a H-L Vantage (nominee) account for quite a few years, so I didn't think I'd be on the register in my own name.

In there is what reading this discussion had led me to expect from such a letter, so I won't repeat it here. There's also an instruction form for me to sign and send to H-L instructing them to vote for the board and against the Requisitioning Shareholders. For a moment I thought H-L were lobbying me(!), but no, it's just a letter of instruction from me to them, written by Boudicca, and stressing how important my vote is. Erm ...

Interestingly they've only identified my V2 Ordinaries, which I bought secondhand straight into the Vantage account. They have not identified my C shares in both Ventuses, which I bought new and held certificated for a while before transferring them to Vantage. I wonder if that means their information comes specifically from the secondary market purchase?

Anyway, Boudicca just motivated me to call H-L, who have just confirmed that I can appoint my own choice of proxy to exercise my vote for shares held with them.

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Re: VENTUS TWINS STRATEGY

#236849

Postby cprof » July 15th, 2019, 5:07 pm

After Uncle E' s last post I had another look at my letter regarding my nominee holding and indeed I see at the end of the letter, assistance is offered from Boudicca Proxy Consultants who are described as " ...the official information agent to Ventus VCT", a more honest description wold be proxy lobbyists hired by the board of Ventus VCT to help them defeat the resolutions of the requisitioning shareholders. A good question at the AGM would be how much this cost and how does the board justify this expenditure.

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Re: VENTUS TWINS STRATEGY

#236890

Postby 127tolmers » July 15th, 2019, 8:24 pm

Boudicca showed up last summer when Edge tried to reintroduce a performance fee. See Edge thread.

I am astonished that Edge have employed proxy consultants at shareholder expense to grub around for votes to get the performance fee approved. It annoyed me more that Boudicca were only soliciting votes for the performance fee and not for other votes at the AGM. I received an email and an unsolicited phone call. I have never seen proxy consultants used in the VCT world; they tend to inhabit the world of contested takeovers which is where they should stay.

It has certainly had an effect. I have now changed my vote to NO.

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Re: VENTUS TWINS STRATEGY

#236921

Postby scotia » July 16th, 2019, 1:59 am

127tolmers wrote:Boudicca showed up last summer when Edge tried to reintroduce a performance fee. See Edge thread.

See viewtopic.php?f=25&t=11720#p142949

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Re: VENTUS TWINS STRATEGY

#236960

Postby SpinDoctor » July 16th, 2019, 10:35 am

From the recent letter from the Ventus companies to nominee shareholders:
"Boudicca Proxy Consultants are the official Information Agents to Ventus (or Ventus 2)."

https://boudiccaproxy.com/
To quote them:
"Maximise favourable proxy voting to achieve your aim"
"Unleash the power of progressive proxy solicitation"
"Through carefully crafted communications, we secure favourable voting outcomes..."
"Together, we win.... We are on your side – whether you’re preparing for an AGM or navigating a recommended acquisition, a hostile takeover or a boardroom battle".


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