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Gresham House Renewable Energy VCT nee Hazel

Sophisticated and complex high-risk tax-sensitive investments in small companies: handle with care
127tolmers
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Gresham House Renewable Energy VCT nee Hazel

#265969

Postby 127tolmers » November 21st, 2019, 10:37 am

A bit of diversification with their recently raised money. Such an option was floated in the Ventus AGMs on several occasions but never found favour with their then boards.

https://www.investegate.co.uk/gresham-h ... 00041104U/

The Boards of Gresham House Renewable Energy VCT 1 plc (GV1O & GV1A) and Gresham House Renewable Energy VCT 2 plc (GV2O & GV2A) (the Gresham House VCTs or the VCTs) are very pleased to announce that they have made a new investment of £1.2 million into bio-bean, the world's largest recycler of waste coffee grounds.

This investment represents 30% of the £4 million funding round announced by bio-bean in April 2019. The Gresham House VCTs' investment forms the final part of that round, and values bio-bean at £7.6 million.

The investment, split 50/50 between the two VCTs and respectively £800k of equity and £430k of debt, will further enable the company to upgrade and expand its capacity in order to improve efficiencies and execute its business plan. Within its business plan bio-bean is seeking to achieve both geographical expansion into mainland Europe and to launch new products in the flavour and fragrance market.

bio-bean recycles used coffee grounds into efficient, sustainable products for both consumer and industrial applications. This includes Coffee Logs, an eco product for wood burners and stoves that is quickly growing in consumer popularity and is stocked by several major UK retailers. bio-bean will now seek to expand product output considerably.

The investment will also help bio-bean, which is currently UK-based, to apply its successful model for recycling waste coffee grounds into mainland Europe, working in co-ordination with various international partners within bio-bean's value chain.

127tolmers
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Re: Gresham House Renewable Energy VCT nee Hazel

#321854

Postby 127tolmers » June 26th, 2020, 3:17 pm

Bit of bother at the GH1 AGM but not at the GH2 AGM yesterday.

https://www.investegate.co.uk/gresham-h ... 18412546R/

https://www.investegate.co.uk/gresham-h ... 18412566R/

Resolution 8, which related to the Directors' ability to allot new shares and Resolution 9, which related to the Company's ability to make non-pre-emptive issues of shares, were not passed, receiving significant opposition by shareholders.

The Board is disappointed that Resolutions 8 and 9 were not passed. As explained in the AGM Notice, whilst the Company has no intention at present of raising money in the coming year, the Board believes it imprudent not to have the ability to raise funds through the allotment of shares up to 10 per cent. of the issued share capital without pre-emption rights. Such a facility would only be used in exceptional circumstances, such as the need to invest to meet HMRC rules, or to protect the value of a current investment.

Further, the Board had explained in the AGM Notice that the Board will only issue shares where it believes that it is in the best interests of all existing shareholders to do so and that existing shareholders would be given the opportunity to participate in any future fundraising by the Company.In the light of the significant number of votes against Resolutions 8 and 9, the Company will undertake a detailed review of the feedback received on these resolutions to ensure it fully understands shareholders' concerns. The Board takes seriously its responsibilities to uphold the highest standards of corporate governance and is open to constructive dialogue with shareholders and shareholder bodies.

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Re: Gresham House Renewable Energy VCT nee Hazel

#322031

Postby parallellines » June 27th, 2020, 12:40 pm

Mirrors the deadlock with the continuation vote three year ago viewtopic.php?t=2655 (before the funds were renamed) . One or two very large shareholders in VCT1 maybe?

The Board are now surveying shareholders asking for preference between the options of wind up/continue as closed fund/continue with fund raising and new investments. So what happens if the response from the two shareholder bases is different, as it was last time ? With hindsight it would have been better not to have artificially split all the investments all held in common between the two companies just to get under investing limits - they cannot go forwards or backwards.

127tolmers
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Re: Gresham House Renewable Energy VCT nee Hazel

#387023

Postby 127tolmers » February 15th, 2021, 5:53 pm

https://www.investegate.co.uk/gresham-h ... 17571705P/

https://www.investegate.co.uk/gresham-h ... 19351716P/

Further to its announcement, dated 10 February 2021, providing notice of the Company's Annual General Meeting ("AGM") on 4 March 2021, it has come to the Board's attention that the notice of AGM was not posted in time to provide adequate notice for this meeting.

The Board has, therefore, taken the decision to postpone the AGM and will notify shareholders as soon as reasonably practicable of the revised meeting date in accordance with the Company's Articles and via the Company's website and the regulatory news services.


https://www.investegate.co.uk/gresham-h ... 00055256O/

AGM Format

The continuing COVID-19 pandemic has led to the imposition of severe restrictions on public gatherings. The Board has concluded that given the social distancing measures currently in force and in light of the latest published Government guidance and the provisions of the Corporate Insolvency and Governance Act 2020, that Shareholders will therefore not be permitted to attend the AGM in person for this financial year. The Directors understand and respect the importance of the AGM to Shareholders; however the health and safety of our Shareholders and the broader community is of paramount importance. Shareholders will be able to view the AGM live online. To register, Shareholders can click here: https://greshamhouse.com/gresham-house- ... istration/ .

The Board and the Investment Adviser will ensure that a quorum is in attendance at the AGM to allow the formal business of the meeting to take place. The AGM will include a question and answer session with the Board and the Investment Adviser. The live stream of the AGM will include a facility for questions to be submitted, however in order to cover as many questions as possible it would be appreciated if Shareholders submit their questions to the Board before the meeting. Shareholders are invited to submit questions via email at renewablevcts@greshamhouse.com or by contacting Gresham House Investor Relations by telephone on 020 3875 9862 by no later than 12.00 p.m. on Wednesday, 3 March 2021.

If Shareholders wish to submit more than two questions or comments, they are requested to indicate their two highest priority questions or comments and further questions will be considered if time permits. Questions and comments may be moderated to avoid repetition and to make them more concise. There may not be sufficient time available to address all the comments and questions raised during the meeting. Please note that individual responses will not be sent to Shareholders.

As is the case in respect of questions raised by Shareholders using the live link described above, the Company will not answer questions if (a) to do so would involve the disclosure of confidential information (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable or not considered by the Board to be in the interests of the Company to do so.

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Re: Gresham House Renewable Energy VCT nee Hazel

#387270

Postby onslow » February 16th, 2021, 7:19 pm

Considering this VCT is one of least active in terms of new investments etc - not a bad thing in itself given the nature of the VCT - you would think the board would be familar with AGMs and notification timeframes. Not like they are doing much else for their fees.

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Re: Gresham House Renewable Energy VCT nee Hazel

#387308

Postby GrahamPlatt » February 16th, 2021, 10:40 pm

So, burning coffee ‘logs’ is more environmentally friendly than burning wood?

https://www.theguardian.com/environment ... tion-fires

I don’t think this idea is ‘sustainable’. Not for me.

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Re: Gresham House Renewable Energy VCT nee Hazel

#387386

Postby onslow » February 17th, 2021, 9:56 am

That investment in burning coffee beans is a good example of the board/management needing to "do something"

Investing in some green grid type technology start ups, or a small business which somehow services renewable energy assets would be a better use of the capital they raised a couple of years rather than coffee bean recycling.

I'm invested, not sure what value the board is adding here. The recent announcement also mentions they will not be answering shareholder questions which are not in the best interest of the company (paraphrasing), which is a new one on me!

I'll be asking a few questions on board activities over the last year, what they've spent their time doing and how is the current board fees justified given the lack of activity.

127tolmers
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Re: Gresham House Renewable Energy VCT nee Hazel

#397990

Postby 127tolmers » March 22nd, 2021, 2:32 pm

AGMs held today. GH2 voted against continuing. Both GH1 & GH2 boards will now put proposals to shareholders inside 4 months while also protecting the 2018 investors under the 5 year rule.GH2 AGM completed in 8 mins with no questions!

In practice sales of assets and tax free dividends and then the rump moved into a liquidator and payout in May 2023.

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Re: Gresham House Renewable Energy VCT nee Hazel

#398051

Postby Converse1 » March 22nd, 2021, 6:04 pm

I can’t recall precisely but was this a joint offer back in 2011 so a VCT investor went into both Gresham (neé Hazel) VCT 1 & 2 or was it instead to one or the other?

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Re: Gresham House Renewable Energy VCT nee Hazel

#398162

Postby 127tolmers » March 23rd, 2021, 8:24 am

Here are extracts from the two AGM RNSs on the way forward. VCT2 first, that voted against continuation, then VCT1, which voted narrowly for. Both on a low turnout.

https://www.investegate.co.uk/gresham-h ... 00020844T/

Resolution 8, which related to the continuation of the Company as a venture capital trust for a period of five years, has not passed. In the light of the votes against this resolution, the Company will undertake a detailed review of the feedback received on this matter to ensure it fully understands shareholders' concerns. The Board takes seriously its responsibilities to uphold the highest standards of corporate governance and is open to constructive dialogue with shareholders and shareholder bodies.

In light of Resolution 8 not achieving the required majority to pass, the Company will be required to draw up proposals for voluntary liquidation, reconstruction or other re-organisation of the Company for consideration by the members in a General Meeting to be held within four months of the AGM. The Directors will work, alongside the directors of Gresham House Renewable Energy VCT 1 plc, over the next four months to devise the best possible proposals to put to shareholders, seeking to maximise the return to shareholders whilst preserving the tax position of those who invested in 2018.


https://www.investegate.co.uk/gresham-h ... 00010842T/

Resolution 5, which related to the continuation of the Company as a venture capital trust for a period of five years, received opposition from shareholders. In the light of the number of votes against this resolution, the Company will undertake a detailed review of the feedback received on this matter to ensure it fully understands shareholders' concerns. The Board takes seriously its responsibilities to uphold the highest standards of corporate governance and is open to constructive dialogue with shareholders and shareholder bodies.

Although Resolution 5 has formally passed, the equivalent vote for Gresham House Renewable Energy VCT 2 plc ("VCT 2") did not achieve the required majority to pass. As the two VCTs work closely together, this will require the Company to also draw up proposals for voluntary liquidation, reconstruction or other re-organisation of the Company for consideration by the members in a General Meeting to be held within four months of the AGM. The Directors will work over the next four months to devise the best possible proposals to put to shareholders, seeking to maximise the return to shareholders whilst preserving the tax position of those who invested in 2018.

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Re: Gresham House Renewable Energy VCT nee Hazel

#420157

Postby 127tolmers » June 17th, 2021, 12:45 pm

https://www.investegate.co.uk/gresham-h ... 00182566C/

https://www.investegate.co.uk/gresham-h ... 00062571C/

Looks OK at first glance.

Having considered the various strategic options open to the Company with a view to maximising Shareholder value, the Board has determined that the Company should be put into Managed Wind-Down, with cash returned to Shareholders in a timely and efficient manner, and in a way that protects the upfront VCT tax relief. In order to do this, the Company is seeking Shareholder approval, by means of a special resolution, to replace the current Investment Policy with the New Investment Policy set out in Part 2 of the Circular. If approved, the Board will endeavour to realise all of the Company's investments in a manner that achieves a balance between maximising the net value received from those investments and making timely returns to Shareholders.

It is anticipated that the divestment process for the main solar assets of the Company and GHRE VCT 1 will take up to nine months to reach completion from the time of the formal commencement of the sales process. An initial return of capital for Shareholders through a tax-free dividend will be made shortly after the sale of these assets. If the Company succeeds in selling these assets at or close to their net asset value, it is expected that this initial dividend will be the most substantial return of value during the Managed Wind-Down Process.

Once this initial distribution is made and subject to shareholder approval, both the Company and GHRE VCT 1 will be put into voluntary liquidation, which will allow a reduction of fund level costs over the remaining life of the companies until more than five years have passed since the last issue of Shares in 2018. The remaining assets in the Portfolio will be sold in that period but once the Company enters liquidation, there will be no further distributions until October 2023 at the earliest in order to protect the tax position of Shareholders who were allotted Shares in 2018.

The amount of the net proceeds that can be paid as dividends and the timing of any distributions will be determined by the distributable reserves of the Company and the need to comply with the VCT rules as they stand currently, and in the future.

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Re: Gresham House Renewable Energy VCT nee Hazel

#420237

Postby BusyBumbleBee » June 17th, 2021, 5:51 pm

So - it's a race between Ventus and Gresham House to see who delivers the best outcome. Will watch with interest.

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Re: Gresham House Renewable Energy VCT nee Hazel

#420669

Postby 127tolmers » June 19th, 2021, 6:57 am

Impact of corporation tax changes from 2023 has had a big impact on half year NAVs

https://greshamhouse.com/wp-content/upl ... h-2021.pdf

Overall performance in the first half of the year, which has a significantly lower contribution to annual performance than the second half of the year, has been below forecasts due to lower than forecast irradiation and legacy technical issues with the older ground-mounted solar assets. These technical issues have, at the time of writing, largely been resolved however the overall value of the portfolio has fallen by 7.9% mainly as a result of changes in taxation that are scheduled to be introduced from 2023, giving an overall NAV per ‘pair’ of shares of 92.6p per share as at 31 March 2021.

Net asset value and result At 31 March 2021, the Net Asset Value (“NAV”) per Ordinary Share stood at 92.5p and the NAV per ‘A’ Share stood at 0.1p, producing a combined total of 92.6p per “pair” of Shares. The movement in the NAV per share during the half-year is detailed in the table below:

Pence per ‘pair’ of shares NAV as at 1 October 2020 106.8 Less payment of interim dividend on 31 December 2020 (5.8) Less valuation decrease (8.4) NAV as at 31 March 2021 92.6

Total dividends paid to date for a combined holding of one Ordinary Share and one ‘A’ Share stand at 57.1p (September 2020: 51.3p). The NAV Total Return (NAV plus cumulative dividends) has decreased by 5.3% in the six months and now stands at 149.7p excluding the initial 30% VCT tax relief, compared to the cost to investors in the initial fundraising of £1.00 or 70.0p net of income tax relief

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Re: Gresham House Renewable Energy VCT nee Hazel

#468327

Postby onslow » December 24th, 2021, 8:28 am

Interestingly GVO1 & GVO2 haven't yet released their results and dividend which they normally do in early/mid December.

Perhaps we can expect a larger special dividend accountment imminently given the wind down? Wasnt expecting such an announcement for a few months yet.

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Re: Gresham House Renewable Energy VCT nee Hazel

#468525

Postby 127tolmers » December 26th, 2021, 8:02 am

Just a bit behind Ventus. They have some shares still within the 5 year VCT period so final distribution (but not dividends) will need to be delayed to comply.

https://www.investegate.co.uk/gresham-h ... 51337864W/
https://www.investegate.co.uk/gresham-h ... 50587866W/

As announced on 13 July 2021, Gresham House Renewable Energy VCT 1 PLC has entered Managed Wind-Down (as defined and described in the circular to Shareholders dated 17 June 2021). As part of this Managed-Wind Down process, the Board has undertaken an asset sales process (the "Sales Process") which has been progressing during H2 2021. The Sales Process has now reached exclusivity with a single bidder and is expected to complete in early 2022.

Due to this ongoing Sales Process, the Board announces that no dividend will be declared at the present time. The Board intends to declare a dividend following the completion of the Sales Process to include a substantial portion of the sales proceeds.

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Re: Gresham House Renewable Energy VCT nee Hazel

#468527

Postby onslow » December 26th, 2021, 8:53 am

Thanks 127. Looks like that announcement came out just after my post

Any idea how much they can distribute prior to 2023? (given the 2018 offering). I was thinking they just need to leave a small rump until 2023 with the majority of the sale proceeds payable in H1 2022 - I had a look on the HMRC website and its not clear to me, although I recall VCTs needing to distribute 75% of their cash reserves within a prescribed period.

I'm also hoping the board and mgmt fees are reduced given the substantive reduction in their effort required as the company is in wind down - we shall see!

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Re: Gresham House Renewable Energy VCT nee Hazel

#468573

Postby 127tolmers » December 26th, 2021, 2:23 pm

Onslow, they raised £5.7m in 2018 with the last allotment on 24 October.

To the extent that they have distributable reserves they can pay out as much as they are able in dividends, By summer 2022 it would be normal for them to appoint a liquidator; quite cheaply if there are no remaining assets. The first and only final liquidation payment will be treated as a return of capital but cannot be made before 24 October 2023 without jeopardising VCT reliefs.

This is similar to the proposal by the ShareSoc Edge VCT campaign to wind up the VCT but to protect late subscribing shareholders.

The final results for the year to 30 Sept have to published by 31 Jan and the AGM held by 31 March 2022.

Depending on the management agreement the appointment of the liquidator should terminate these manager fees; I would not expect a reduction before as it is peak activity.

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Re: Gresham House Renewable Energy VCT nee Hazel

#468665

Postby onslow » December 27th, 2021, 1:53 pm

Thanks again 127!

I note Ventus announced last week the sale of their assets at a price which "materially exceed the indicative net proceeds set out in the circular to shareholders". Good result - although I dont believe Gresham House has given any details around proposed proceeds for their sale - regardless shouldnt be long to wait now.

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Re: Gresham House Renewable Energy VCT nee Hazel

#488721

Postby onslow » March 23rd, 2022, 10:27 pm

More delays here based on today's announcement, no date for the assets to be sold despite this effort going on for nearly 9 months. No details of course on the delays or when they can expect to be resolved.

The board has done very little since 2018, and they cant even get this right.

Furthermore, the latest annual report has a increase in board fees due to the extra amount of work they are having to do! No details on what this extra work is, I can only assume its related to the sale of the company's assets.

Not sure why the board should receive additional fees for doing what they are already paid to do!

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Re: Gresham House Renewable Energy VCT nee Hazel

#495451

Postby 127tolmers » April 20th, 2022, 6:50 pm

Just got an update today from AJ Bell with the 23 March announcement, not their usual service!

https://www.investegate.co.uk/gresham-h ... 46407530F/

The Company would like to provide the following update with regards to the sale of the VCT's solar assets.

The Company appointed EY to advise on the sale of these assets in June last year and EY conducted a competitive bidding process on the Company's behalf. As a result of this process, a potential buyer of credible standing was selected and they were given exclusivity to complete the purchase of the assets by the end of February. Unfortunately the sale process has slowed due to a number of issues that have arisen during due diligence which will take time to resolve.

The Board are still actively pursuing the sale with the selected potential buyer, however, this will take longer to complete than anticipated. The Board remains committed to delivering the best possible value to shareholders at the earliest opportunity.


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