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VENTUS TWINS STRATEGY

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

#236962

Postby SpinDoctor » July 16th, 2019, 10:42 am

The latest "ShareSoc news" is out. https://www.sharesoc.org/

There is further comment and recommendation on the Ventus situation.
"The annual report has now been published. There has been some progress, but on balance we feel it is too
little too late....... ShareSoc is supportive of Nick Curtis’ campaign and recommends, subject to new information becoming
available before or at the AGM on 8th August 2019,that shareholders vote against the re-election of
existing directors."


I agree. In my view the Ventus Boards continue to deliver reluctantly, too little and too late. The assertive, biased Boudicca-facilitated communications are further evidence that they need to move on.

scotia
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Re: VENTUS TWINS STRATEGY

#237047

Postby scotia » July 16th, 2019, 5:11 pm

Ventus is not one of the VCTs which I hold, and I'll also confess that I rarely vote at VCT AGMs, although I'm a certificated shareholder in many VCTs. However if the board of one of the VCTs which I hold felt the need to employ Boudicca to whip up the vote for a Board policy, I'm pretty certain I would vote in opposition. I suspect I'm not alone in such a view, and I'm surprised that the Ventus boards are not aware of this possibility. It somewhat smacks of desperation on their part.

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Re: VENTUS TWINS STRATEGY

#238116

Postby SpinDoctor » July 20th, 2019, 8:34 pm

Relevant commentary in Investors Chronicle this week, asking 'how much is success worth?' and to what extent private shareholders can impact perceived excessive remuneration.

The article seems not to be paywalled:
https://www.investorschronicle.co.uk/co ... influence/

Convincing for me is the 'external comparison', of Ventus with Gresham House Renewable VCT, where the latter's management fee is a much better value 1.15%. And the Gresham portfolio is hardly straightforward.

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Re: VENTUS TWINS STRATEGY

#239470

Postby UncleEbenezer » July 26th, 2019, 12:15 pm

It gets worse!

I already had one lobbying letter from Boudicca, as described in my post here of July 15th. Today I have four more! One duplicating the previous letter, plus three for my two remaining holdings - the C shares of both Ventuses. How much are they (we) spending on this?

I'm minded to find an unintended use for those pre-paid reply envelopes.

127tolmers
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Re: VENTUS TWINS STRATEGY

#239478

Postby 127tolmers » July 26th, 2019, 12:43 pm

Uncle E, I got my first letter dated 25 July from the Ventus board today; no reference to Boudicca and no reply paid envelope for my proxy forms. They reference how to vote if proxy forms have been misplaced.

https://www.ventusvct.com/pdf/VENTUS_PROXY_WEBSITE.pdf

https://www.ventusvct.com/pdf/VENTUS_2_ ... EBSITE.pdf

https://www.ventusvct.com/voting.php

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Re: VENTUS TWINS STRATEGY

#239558

Postby SpinDoctor » July 26th, 2019, 6:59 pm

Unc, my experience is identical: a further eight letters from Boudicca Proxy consultants received by me/spouse today, some entirely duplicating previous letters, others referring to my nominee shareholdings not previously identified by Boudicca. And one referring to another shareholder, but addressed to me.

I know that other shareholders have been telephoned and lobbied. I don't think Boudicca have my phone number...

An expensive and poorly administered process.

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Re: VENTUS TWINS STRATEGY

#239572

Postby SpinDoctor » July 26th, 2019, 7:32 pm

OMG. There are errors in Boudicca's proposed "Letter of Instruction" too. An example replicated exactly below. Read it slowly - will the proxy know what to do?? ;.)

"... and to vote all of the Nominee to vote all of the Nominee Ventus VCT shares at the AGM Ventus VCT shares at the AGM FOR the Board's Resolutions."

Good job I am writing my own, which is an almost exact mirror image of what Board/Boudicca want of me.

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Re: VENTUS TWINS STRATEGY

#242615

Postby SpinDoctor » August 8th, 2019, 8:30 am

AGM today. I have voted but cannot attend but look forward to the votes and conversations with interest. Any early insights posted here would be much appreciated....

What I expect from the Boards is that their actions and behaviours today demonstrate their capability, their integrity, and their respect for all shareholders including requisitioning shareholders, as well as respect for the valid issues that have been raised.

It will be a very weak response if the Ventus Boards 'do a Burford' - ie dismiss concerns as immaterial or 'already addressed', question shareholders' motivation, and/or defend their position through continual statements of how good performance is claimed to have been.

Do the Ventus Boards have the capability, the confidence and the humility to assess and communicate in a balanced way and behave honorably and respectfully in the interests of all?

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Dies Irae

#242628

Postby UncleEbenezer » August 8th, 2019, 8:58 am

supplicanti ante patronus
Ventus Magis autem
cuius iudicio

(dammit, just got paper junkmail about lots and lots of adult education, but never a hint of latin lessons among it)

timbo003
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Re: VENTUS TWINS STRATEGY

#242773

Postby timbo003 » August 8th, 2019, 3:51 pm

All the controversial resolutions went to a Poll and the results will be announced after the registrars have managed to combine the Poll votes with the Proxy votes (probably tomorrow)

We were shown the results from the proxy voting (after the poll cards had been collected), these showed that the incumbent directors look like they will be re-elected for both VCTs. The results were close, but probably not close enough to be overturned by the votes collected by the Polls, for example for Ven 1, for the election of Nick Curtis, the voting was around 6.3m in favour and around 6.8m against.

It was a remarkably good natured meeting considering the circumstances, with no raised voices and no impolite interuptions. I will endeavour to write up some more detailed notes over the next day or two.

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Re: VENTUS TWINS STRATEGY

#243054

Postby cprof » August 9th, 2019, 2:42 pm

Ven & Ven2 AGM poll results out, all very close but no requisitioning directors appointed and only one (Ven2) director removed as result of shareholder requisitioned resolutions.

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Re: VENTUS TWINS STRATEGY

#243149

Postby cprof » August 9th, 2019, 9:17 pm

It really was close I have calculated the share of votes for the requisitioned resolutions ( excluding the "withheld", sorry about the (lack of ) formatting.



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Re: VENTUS TWINS STRATEGY

#243151

Postby cprof » August 9th, 2019, 9:25 pm

Even sorrier for the lack of the table, so in summary the votes for removing current and replacing with new were all between 45.76% & 49.73% Nick Curtis got 49.73% for Ven1 and 49.63% for Ven2 !!

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Re: VENTUS TWINS STRATEGY

#243189

Postby rpannell » August 10th, 2019, 8:13 am

Yes it was exceedingly close. When you consider the upper hand that the existing board had (being able to spend the £38K of shareholders money on Boudica to contact shareholders and being able to send voting suggestions to shareholders), it does show how strong the desire was for a change.

The disclosure on the day of the meeting about Temporis being paid a performance fee even if they are no longer the manager is concerning, but at least this has now been drawn to shareholders attention.

The board are probably breathing a sigh of relief but I do think and hope that they will be more proactive from now knowing how close the vote was. Hopefully 'too little too late' will not be needed to be said again about the board.

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Re: VENTUS TWINS STRATEGY

#243631

Postby timbo003 » August 11th, 2019, 10:01 pm

Apologies for not producing an AGM report yet (work in progress). It is taking a bit longer than I anticipated as I got seriously distracted searching my large selection of old PC hard drives for the original Ventus prospectus. I did find it eventually online (on a site requiring registration and sign in), which came as a bit of a surprise, as I have performed extensive online searches for it in the past, to no avail.

I have now put a copy of the prospectus on my google drive for easy access
https://drive.google.com/file/d/1KI8pgR ... sp=sharing

The motivation for renewing the search for the original prospectus was that it was cited in the RNS which was issued just before the start of the AGMs (see extract below):
https://www.investegate.co.uk/ventus-vc ... 39343961I/

"The IMA provides that in the event the Company terminates the IMA in the absence of any breach by the Investment Manager, the Company's obligation to pay the Performance Fee to the Investment Manager continues beyond the termination of the IMA in respect of investments that were completed up to the date of termination.

This provision was fully disclosed in the original prospectus describing the first IMA. Directors at that time understood this to be the then current practice and to be a reasonable incentive to the investment manager. The only amendments to this provision relate to the creation of subsequent share classes to include the issuance of C and D shares in the relevant calculations".


This last minute revelation did come as a bit of a surprise to say the least. A management performance fee which continues in perpetuity, even when the manager is replaced, must be the best poison pill ever devised, yet the apparently the Directors signed off on this at the time. The RNS states that this was disclosed in the original prospectus, but I certainly haven't been able to find it in there. Can anyone else see it?

We were told in the meeting that Temporis took over the management contract from Climate Change Capital (CCC) in 2011 without changes to the terms, although we were not really given an explanation why the VCTs didn't use the opportunity to change the contract. After the meeting I put the question again to David Williams (Chairman VEN) who told me the that the reason they did not revise the agreement in 2011 was because at the time VEN2 was in a very poor negotiating position as it was close to insolvency and needed an urgent cash injection, also CCC were content to sell out for £500K and avoid any legal come back for the mess they had created. Temporis were happy to oblige with the cash for both Ven2 and CCC as well as taking on other obligations, in exchange for the contract without modification.

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Re: VENTUS TWINS STRATEGY

#243642

Postby UncleEbenezer » August 11th, 2019, 10:55 pm

timbo003 wrote:"The IMA provides that in the event the Company terminates the IMA in the absence of any breach by the Investment Manager, the Company's obligation to pay the Performance Fee to the Investment Manager continues beyond the termination of the IMA in respect of investments that were completed up to the date of termination.

This provision was fully disclosed in the original prospectus describing the first IMA. Directors at that time understood this to be the then current practice and to be a reasonable incentive to the investment manager. The only amendments to this provision relate to the creation of subsequent share classes to include the issuance of C and D shares in the relevant calculations".


This last minute revelation did come as a bit of a surprise to say the least. A management performance fee which continues in perpetuity, even when the manager is replaced, must be the best poison pill ever devised, yet the apparently the Directors signed off on this at the time. The RNS states that this was disclosed in the original prospectus, but I certainly haven't been able to find it in there. Can anyone else see it?

Looking at the document you posted, and all instances of the words "incentive" or "termination", I can find nothing to support the assertion that such a clause was hinted at, let alone "fully disclosed".

That is unless such a clause could be taken as implied in the absence of wording to the contrary. I guess an argument might be that the manager shouldn't be deprived of their due reward by being fired at the point in the funds' lifecycle where investors are doing nicely (like, now)! Such a clause would presumably be expected to balance the interests of all parties: the kind of thing that could easily end up in court in the event of a bad divorce. Perhaps someone knows "industry practice": I believe we have Fools here who work (or have worked) in fund management?

Regarding the performance incentive itself, 7p a year return seems a decent hurdle, though with the proviso that it could offer a perverse incentive in valuations and how/when to revalue up or down. If the regular management fee were in line with Foresight and Gresham/Hazel, I wouldn't begrudge Temporis their bonus. Though I still think all performance incentives should be paid in shares, and with a lock-in period.

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Re: VENTUS TWINS STRATEGY

#243682

Postby 127tolmers » August 12th, 2019, 9:56 am

Timbo/Uncle E, I think you are both missing something. The mini prospectus clearly says the full terms are in the 2004 prospectus and that this should be read in conjunction. What we need to see (and I don't have access to) is the 2004 prospectus.

However I do have a hard copy of the 20o6 prospectus which includes full termination details ie performance fee forever. It is also in the 2013 prospectus see p59 on the link below.

http://tools.morningstar.co.uk/tsweu6nq ... d=59401300

I think this is what Ventus directors mean by the terms "hiding in plain sight" although it was never referenced in the accounts as a contingent liability or in the notes on the performance fee.

timbo003
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Re: VENTUS TWINS STRATEGY

#243878

Postby timbo003 » August 12th, 2019, 11:31 pm

Thanks Tolmers

So it looks like a case of (probably) all retail investors just getting to see a mini prospectus with it's incomplete disclosures, rather than a full prospectus, which as I recall was never made available through the online IFAs. For Ventus VCT, I subscribed for most of my new shares through Allenbridge (Tax shelter Report), which is the IFA named on the application form at the back of the mini-prospectus in my previous link.

--------------------------------------------------------------

My AGM report will eventually be forthcoming (honest guv). This one is quite complicated to write up, but it is now >80% complete. I have a busy day tomorrow with an early start and I will not get back until late, so I will post something on Wednesday.

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Re: VENTUS TWINS STRATEGY

#243931

Postby 127tolmers » August 13th, 2019, 9:29 am

Timbo, we await your report which we hope is more accurate than this one which manages to miss that one director was actually voted off V2!

http://www.morningstar.co.uk/uk/news/AN ... -vcts.aspx

Shareholders Revolt Over Resolutions In Meetings Of Ventus VCTs
(Alliance News) - Ventus VCT PLC and Ventus VCT 2 PLC on Friday at their annual general meetings ...
Alliance News
9 August, 2019 | 3:15PM

(Alliance News) - Ventus VCT PLC and Ventus VCT 2 PLC on Friday at their annual general meetings meet shareholder opposition for several resolutions, with some having too little support to be passed.

For Ventus VCT, shareholders voted considerably against the re-election of Chair David Williams and Directors Jo Dixon, Chris Zeal and Lloyd Chamberlain. Despite the strong minority opposition, the resolutions were still carried.

However, the resolutions for the appointment of Nicholas Curtis, Andrew Garrad and Richard Toth as directors to the venture capital trust were rejected, as was the resolution proposing that expenses from circulating requisitionist resolutions by paid by Ventus.

Concerning the resolutions passed with considerable opposition, Ventus said it was "disappointed with the outcome" and will reflect on feedback from shareholders to understand why the resolutions were opposed to.

Meanwhile, Ventus 2 VCT said it too saw substantial shareholder opposition to several resolutions.

Shareholder considerably voted against the re-election of Chair Alan Moore and Director Paul Thomas, and the appointment of Jane Tozer, however these resolutions were still passed.

Meanwhile, the resolutions proposing the appointment of Nicholas Curtis, Matteo Maino and Michael Carter as directors were rejected, as was the resolution proposing that expenses from circulating requisitionist resolutions by paid by Ventus 2.

Shares in Ventus VCT were down 1.8% at 110.00 pence, while Ventus 2 VCT shares were untraded on Friday, last quoted at 77.00p in London.

timbo003
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Re: VENTUS TWINS STRATEGY

#244359

Postby timbo003 » August 14th, 2019, 9:09 pm

.
Ventus and Ventus 2 AGMs 2019 (VEN,VEN2)


The Ventus (VEN) and Ventus 2 (VEN2)  AGMs were held on Thursday 8th August 2019, commencing at 11:30 at the offices of Howard Kennedy (the VCT’s solicitors), No. 1 London Bridge, London SE1 9BG.

For investors who are not familiar with VEN and VEN2, they are both Venture Capital Trusts (VCTs) which own (or part own) a number of wind farms and hydroelectric power generation stations in the UK. The directors of the VCTs employ Temporis (renewable energy specialists) to manage the VCT’s renewable assets. All of the assets benefit from valuable government subsidies and are highly cash generative thus allowing the VCTs to pay out large tax free dividends to shareholders twice a year.

The AGMs, were somewhat unusual this year, as there were some additional resolutions for shareholders to consider (requisitioned by a group of dissatisfied shareholders) which proposed replacing the incumbent board of directors of both VCTs. with new directors nominated by the requisitioning shareholders.

Background information regarding the reasons behind the requisitioned resolutions can be found at the links below, but in essence, the main grievances were excessive running costs and directors who have become stale with excessively long periods of tenure and who not truly independent of the manager (the latter point being a common problem with numerous other VCTs)

Requisitioning Shareholder info page:
https://www.ventusvctshareholders.com/

ShareSoc blog and voting recommendations:
https://www.sharesoc.org/sharesoc-news/ ... june-2019/

VEN and VEN2 director’s response to Requisitioned resolutions:
https://www.ventusvct.com/agm.php

 

The VEN and VEN2 Annual reports and the RNS announcement released on the morning of the AGM can be found at the following links:


Ventus Annual report year ending Feb 2019
https://www.ventusvct.com/pdf/VENTUS_PROOF_4_Clean.pdf

Ventus2 Annual report year ending Feb 2019
https://www.ventusvct.com/pdf/Ventus2_Proof_3_Clean.pdf

AGM (addition disclosures):
https://www.investegate.co.uk/ventus-vc ... 39343961I/

 

I would estimate that there were about 50 shareholders attending this year’s meeting which was probably more than double the turnout of previous years.  Also present were the two BODs, representatives from the manager (Temporis) and the usual AGM functionaries. Unfortunately the room was definitely not large enough and there was standing room only for around 20 of the attendees (including myself).

The Chairman of VEN, David Williams (DW) kicked off the meeting at 11:30 by welcoming shareholders and outlined the running order. He proposed that we should start with a presentation from the manager followed by some Q&As, then separate out the questions and the voting for the non-contentious and the contentious resolutions (which required a Poll) for each of the VCTs. He also allocated a slot for Nick Curtis (the principle requisitioning shareholder) to address shareholders of both VCTs. Refreshments (sandwiches, crisps, wine and soft drinks) were provided for lunch after the meeting which gave shareholders a chance to talk to the Directors and the Manager, and to complete their Poll cards (if they had not already submitted proxies or if they wished to change their votes on any of the resolutions).

Once all poll cards had been collected, the results of the proxy voting for each VCT were displayed on the presentation screen at the front of the room. These did not include votes submitted in the Poll, so were only indicative of how shareholders may vote overall, but they numbers suggested that all the requisitioning shareholder resolutions were likely to be narrowly rejected. The number of proxy votes for each resolution was approximately 45% of the total shares in issue for each of the VCTs, which is much higher than for most VCT AGMs, where the % shares voting is usually in the range of 5  - 15%.


Managers Presentation

 Matt Ridley from Temporis gave an informative presentation on behalf of the manager, this  outlined the performance since Temporis took over management in 2011,  significant developments within the last year and the strategy going forward, the slide set can be found at the link below,
https://www.rns-pdf.londonstockexchange ... 19-8-8.pdf

There were some Q&As after Matt’s presentation and also a few more during and after the discussions and voting on the non-contentious resolutions.


Requisitioning shareholder Presentation

In between Q&A sessions, Nick Curtis spent 5 minutes outlining the case for the requisitioning shareholders (see https://www.ventusvctshareholders.com/  ), Nick was asked whether he and the other prospective directors intended to retain Temporis as manager, he replied that they could not make that decision until they had conducted a thorough review of the business which they intended to commence immediately, should they be elected as directors.


Q&As

The combined Q&As are summarised below (in no particular order), the summary is  not a verbatim account, but it is my best recollection of what was said at the time.

Q: Is there anything more that can be done to increase turbine efficiency and productivity?
A: We cannot repower the wind farms with new more powerful turbines without losing the tariffs, but there are other incremental improvements that can be done, for example the existing turbines can be modified to incorporate a mechanism which alters the angle of the blades in response to wind direction and speed to optimise power output

Q; How much revenue do you derive from Tariffs and how much from the sale of electricity?
A: It is about 50% from Tariffs and 50% from sale of electricity

Q: Do we have any rollover rights with the land owners for any of our wind turbines at the end of the planned life of the turbines (after 20/25 years)?
A: Yes, about 40% of the turbines have some sort of rollover clause or preferential negotiating rights.

Q: A question for the Auditor (BDO). Did you audit include a complete audit of the performance fee calculation which is payable this year for VEN ords and both VEN and VEN2 C shares?
A: Yes

Q: You tendered for the Audit contract this year, yet we have ended up with BDO again. Please explain?
A: We had three candidates for the Audit tender process, all three were asked to give written and oral presentations, we were particularly impressed with the strength and depth of BDO’s submissions and we considered them to be the best of the three candidates.

Q: You are asking shareholders to approve share buybacks, are you intending to do any this year?
A: We have this resolution every year, but have only conducted a few buybacks and that was many years ago, these share buybacks did not really impact the share price or the discount to any great extent. Buybacks may prove useful when the NAV starts to decline in future years as some shareholders may want to exit at this point.

Q: How much did it cost to engage with Boudicca, who were engaged by the BODs to contact shareholders in order to explain the case for voting against the requisitioned resolutions at the AGMs?
A: The cost was £38K, we considered the cost justified as this is an important issue and we wanted as many shareholders to understand the issues as possible, especially as it is the continuation vote next year for VEN

Q: Who paid for Boudicca, was it the BOD, the Manager or the VCTs (i.e. Shareholders)?
A: It was paid for by the VCTs.

Q: You have said you would like to work with Nick and other shareholders to understand their concerns and listen to their suggestions, does this go so far as appointing Nick to the BOD (assuming he is unsuccessful with the requisitioned resolutions)?
A: We did not get a direct answer to that one, instead we just some more waffle about working closely with Nick, so I would assume the answer was no

Q: We have heard before at previous meetings that the grid connections can remain with the investee companies after the end of the agree planning permission. Does this apply to all of them?
A: Yes, all of the grid connection agreements are for 99 years (or they are perpetual), although a condition is that they have to remain in use for transmission of electricity to the grid. This was standard practice up until around 2015, when around that time the regional grid operators ceased to offer such generous long term contracts.

Q: Could we use the sites for electricity storage as well as electricity generation?
A: Yes, although electricity storage is more suitable for solar farm sites as solar output tends to be less lumpy and more predictable than wind.

Q: Can you tell us us why total return for VEN is stated as 15p on P1 and 13.99p on P43? (Asked by Richard Roth, one of the prospective new directors)
A: (note the BOD immediately referred this to the manager, but were then requested to answer it themselves), Jo Dixon (Chair of the Audit committee)  struggled with this for a while before Richard told her that it was an important question, as it effected the quantum of the management performance fee, which was determined using a highly unusual and bizarre methodology  (the performance fee appears to be calculated from the sum of the total return and the dividend, so in effect the dividend in double counted)

At this point David Williams drew shareholders attention to the RNS which was released earlier in the day (at around 09:39) which detailed hitherto undisclosed information on the management fees and the performance fee. DW said it was released at this time so help facilitate a discussion on management fees at the AGM. He acknowledged that the performance fee arrangement was not ideal, but highlighted the earlier RNS “disclosed” that the performance fee would be paid in perpetuity to the existing manager, even in the event of a change in manager (this was totally new news to me and I suspect all other shareholders in the room, and it seems to me to be the perfect poison pill to enable a manager to retain the contract indefinitely).

DW then told shareholders that this clause had not really been “disclosed” in the RNS as it had been hiding in plain sight (in the original prospectus) for a number of years post launch, he went on to say that back in 2004 the in perpetuity clause was more common practice than it is today and had it been more visible to prospective VCT investors at the time, a recurring dividend of 7p/annum would probably still have sounded attractive, irrespective of the performance fee. He also told  shareholders that Temporis took over the management contract from Climate Change Capital (CCC) in 2011 without changes to the terms, although we were not really given an explanation as to why the BODs did not use the change of manager as an opportunity to change the contract, or why the performance fee terms were not modified for the C shares (issued in 2009), or the D shares (issued in 2013).

Lunch

After the meeting had finished I did manage to ask DW why they did not change the performance fee when they changed the manager. I was told that  the reason they did not revise the agreement in 2011 was because at the time VEN2 was in a very poor negotiating position as it was close to insolvency and needed an urgent cash injection, also CCC were content to sell out for £500K and avoid any legal come back for the mess they had created. Temporis were happy to oblige with the cash for both VEN2 and CCC as well as taking on other obligations, in exchange for the contract without modification.

I also had an opportunity after the meeting to chat to Matt from Temporis and managed to glean a few nuggets of info: I asked if any of the wind farm operators were adjusting their NAVs to reflect a likely extended life (from 25 to 30 years), Matt said yes, some of them are now doing that. I then asked if any other operators were adjusting the NAV to reflect the possibilities of repowering and getting a further 25 years life (possibly more) out of a wind farm. Matt said he was not aware of anyone doing that. Finally I asked whether there were any time restrictions, or minimum usage requirements for retaining rights to  a grid connection after a wind farm had been recommissioned. Matt opined that you would have to be supplying at least some electricity to the grid in the last 6 months in order to retain the connection.


Epilogue

The final results on the voting  (proxies plus Poll voting)  were announced the following day

AGM results for VEN
https://www.investegate.co.uk/ventus-vc ... 23106052I/

AGM results for VEN2
https://www.investegate.co.uk/ventus-2- ... 27436061I/

For VEN the voting was extremely close for all of the contentious resolutions, for example for resolution 10, to appoint Nick Curtis as director, the voting was 49.7% in favour 50.3% against. Despite the closeness in the voting, all of the incumbent directors were re-elected with narrow majorities and all the requisitioned resolutions were defeated by similar narrow margins.

For VEN2 the voting was also very close for the contentious resolutions. All of the incumbent directors were re-elected and all but one of the requisitioned resolutions was rejected by a narrow margin. One requisitioned resolution (resolution 13) to remove Paul Thomas (PT) was passed  (50.1% vs 49.9%), so PT leaves the board, despite being re-elected through an earlier resolution (resolution 7).

The AGM RNS statements for both VCTs stated: The Board are disappointed with this outcome and will seek to reflect carefully on feedback from shareholders to understand more fully the reasons for the opposition to these resolutions.  An update on the consultation process will be made in accordance with the UK Corporate Governance Code, within six months of the AGM., So shareholders have that to look forward to in the coming months

Since the AGM I have had a thorough search for the original 2004 prospectus to look for details on the management contract and performance fee. I managed to find a mini prospectus, but this contains few details about the management performance fee and this was almost certainly the document made available to investors through the online IFAs back in 2004 and it is definitely the document I referred to when I made my original investment in 2004 (through Allenbridge). It is therefore likely that there is a full prospectus out there somewhere, but I have not been able to find it. The 2013 D share full prospectus is still available (thanks for the link Tolmers) and this does have details of the perpetual performance fee and I suspect this has been copied from the original 2004 full prospectus for the Ventus ORDs.

Ventus ORDs:  Mini-prospectus (2004)
https://drive.google.com/file/d/1KI8pgR ... sp=sharing

Ventus D shares: Full prospectus (2013)
http://tools.morningstar.co.uk/tsweu6nq ... d=59401300

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