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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

#244475

Postby UncleEbenezer » August 15th, 2019, 11:38 am

What If ...

Given the closeness of the votes, and not least the inconsistency over Paul Thomas ...

What would happen if we had voted out the old directors, but not voted in Curtis&friends? That would seem to leave noone with a mandate to manage us!
What's the way out of that situation, or could it come to look as dysfunctional as our government?

timbo003
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Re: VENTUS TWINS STRATEGY

#244534

Postby timbo003 » August 15th, 2019, 2:24 pm

Roger has been making his views quite clear on the current situation :

https://twitter.com/RogerWLawson/status ... 2508623872

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Re: VENTUS TWINS STRATEGY

#244539

Postby cprof » August 15th, 2019, 3:10 pm

Timbo, many thanks for the detailed write up, I would add a couple of things that I found interesting although not that material. Firstly Temporis did say that although further investment is not allowed by VCT rules at VCT level it is permitted at operating company level. Secondly during Ven2 AGM a question was raised regarding the small size of most of the directors share holding versus their fees. The chair tried to avoid the question by firstly commenting upon how hard he worked for the fee but then came around to saying that he could not afford further shares. I am afraid that response was completely inappropriate, the focus of the answer should not have been on him but on the shareholders desire for the directors to have more skin in the game.
My conclusions/opinions:
1. I think that Temporis are doing an Ok to good job( at least no-one with technical expertise pulled tham apart), they are just probably paid too much
2. The board are coasting making sure we are keeping to the rules, avoiding expensive errors and keeping transparency to a minimum to avoid awkward questions; they are not driving to squeeze every drop of shareholder value, but at £25K a year can we really expect that? Instead of spending money on proxy agents i would like to see an independent procurement consultant ( I assume they exist) to make recomendations on the way forward with the management company issue.
3) Surely with nearly 50% of the vote the requisitioning shareholders should have a representative on each board.
4) I was impressed by the fact that some large shareholders who were clearly inclined to not vote the boards out took the trouble to attend the meeting, listen to the arguements and thank Nick Curtis for his efforts.
5) The directors were very insistent in claiming that stability is critical as we approach the continuation vote next year, but are there really many shareholders who wish to give up this long term tax free dividend. The biggest danger is that the boards do nothing and this leads to shareholder disatisfaction, if there is no progress I might prefer to give money to HMRC rather than Temporis ;)

timbo003
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Re: VENTUS TWINS STRATEGY

#244585

Postby timbo003 » August 15th, 2019, 6:34 pm

Secondly during Ven2 AGM a question was raised regarding the small size of most of the directors share holding versus their fees. The chair tried to avoid the question by firstly commenting upon how hard he worked for the fee but then came around to saying that he could not afford further shares. I am afraid that response was completely inappropriate, the focus of the answer should not have been on him but on the shareholders desire for the directors to have more skin in the game.

Yes indeed and then later on in the meeting Nick was asked how many shares he had. His answer (250K shares in each VCT), puts the small shareholdings of the current directors into perspective.


I think that Temporis are doing an Ok to good job( at least no-one with technical expertise pulled tham apart), they are just probably paid too much


Agreed


The board are coasting making sure we are keeping to the rules, avoiding expensive errors and keeping transparency to a minimum to avoid awkward questions


Agree that the board are coasting, but unfortunately they have NOT been avoiding making expensive errors. Letting the performance fee (with its absurd and outrageous inperpetuity clause) go through to the offer documents for the Ven ords (2004) Ven2 and Ven3 ords (2006), the c shares (2009), and the d shares (2013) were four very expensive errors.

timbo003
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Re: VENTUS TWINS STRATEGY

#245130

Postby timbo003 » August 17th, 2019, 9:28 pm

Cliff has now updated the ShareSoc blog with commentary on both the Albion and Ventus campaigns:

https://www.sharesoc.org/blog/vcts/albi ... tus-funds/

UncleEbenezer
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Re: VENTUS TWINS STRATEGY

#245151

Postby UncleEbenezer » August 18th, 2019, 12:10 am

For what it's worth, I was speaking to a friend who holds Ventus the other day. His reaction to the Boudicca letter(s?) was sufficient outrage to get his a*** into gear and vote for the rebel/sharesoc resolutions!

I wonder how many may have shared that reaction?

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Re: VENTUS TWINS STRATEGY

#245784

Postby cprof » August 20th, 2019, 4:08 pm

With respect to the proposed merger of share classes, my reading of this is that it will be the ords,C's & D's of each ven fund that will be merged but not the two funds (Ven & Ven 2). Is that the understanding of others?
Surely to maximise the benefits i.e. costs, liquidity, share price spread and reduction in numbers of directors required, it would be best to merge the funds and classes all at the sme time. Given that the investments of the C class shares of both funds are very similar if not identical, then if it possible and reasonable to merge the C's with their ord class shares then why is it not reasonable to merge the funds?
Or am i being too simplistic?

timbo003
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Re: VENTUS TWINS STRATEGY

#245829

Postby timbo003 » August 20th, 2019, 7:28 pm

Or am i being too simplistic?


I suspect the problem would be the rule that prevents any single VCT owning more than 50% of the equity in any single investment, if the two VCTs merged, they would have over 50% ownership of some assets, so the newly merged VCT would then have to make disposals to remain VCT compliant.

I think the relevant page in HMRC's manual is this one:

https://www.gov.uk/hmrc-internal-manual ... l/vcm55200

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Re: VENTUS TWINS STRATEGY

#255240

Postby SpinDoctor » October 1st, 2019, 9:10 pm

Regime change at the Ventus funds. Details of V1 below.

Well done to Nick Curtis, fellow Requisitioning Shareholders, ShareSoc and those investors who chose to vote and challenge the unsatisfactory status quo.

I note the rather more positive resume for Nick than was implied by the Board's commentaries earlier this year!

Await further instructions....

_________________________________________________________________________________________________________________
Ventus VCT plc

1st October 2019

Changes to the Board of Directors of Ventus VCT plc (the "Company")

The Board of Ventus VCT plc announces today that it is making changes to its composition to address views expressed by shareholders at the time of the AGM. The Board believes the new arrangement provides an excellent balance of director skills and experience and is part of an ongoing plan to address the needs of shareholders in the run up to the 2020 Continuation Vote.

The Board of Ventus VCT plc is pleased to announce the appointment of Nicholas Curtis as a non-executive director of the Company with effect from 1st October 2019.

Nicholas' career in finance and business has spanned more than 30 years. Nicholas is a Chartered Accountant, having qualified with Coopers & Lybrand in (1988 - 1992). He worked for Edison Mission Energy, developing and acquiring thermal and renewable energy assets in the UK and Europe (1992 - 1998). Nicholas has extensive project finance and structuring skills having worked for Barclays Capital in the infrastructure and renewables sector (1998 - 2011). In 2011, Nicholas left banking to set up a renewables business, primarily focusing on small scale hydro and wind. He now owns and operates twelve renewable assets.

In addition to his finance and sector expertise, Nicholas is a significant shareholder in the Company. The Directors are confident that his appointment will enhance and complement the skill and knowledge of the Board, and that this increased shareholder representation is vital to prepare for the continuation vote to be held at the Company's 2020 AGM.

Nicholas owns 187,569 ordinary shares and 40,687 "C" shares of Ventus VCT plc.

Nicholas also owns 261,603 ordinary shares and 25,687 "C" shares of Ventus 2 VCT plc.

Chris Zeal and Lloyd Chamberlain will resign from the Board of the Company with effect from
1st October 2019 and will take up seats on the board of Ventus 2 VCT plc.

Following the appointment of Nicholas and the resignations of Chris and Lloyd, the Board will comprise three directors, David Williams, Jo Dixon, and Nicholas Curtis.

UncleEbenezer
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Re: VENTUS TWINS STRATEGY

#255304

Postby UncleEbenezer » October 2nd, 2019, 1:10 am

So V1 gets a compromise, while V2 gets the castoffs.

As a holder of mostly V2, does that make me a second class shareholder?

timbo003
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Re: VENTUS TWINS STRATEGY

#256459

Postby timbo003 » October 7th, 2019, 10:01 pm

.
Hopefully Nick will will not be too much of a lone voice and he'll be able to implement changes which will benefit shareholders in both VCTs

See also ShareSoc commentary on Nick's appointment:

https://www.sharesoc.org/blog/company-n ... -campaign/


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