The Ventus Funds VCT Liquidation

[Banchory]

Anybody been affected by this? The board of Ventus 2 sent out a circular 7 Jan 2022 advocating the fund should be liquidated and proceeds returned to shareholders.They provided estimates for Ventus 2 of 92.3p per share net. On the basis of these projections the motion to liquidate was passed and liquidators were appointed. An interim payment was made in January 22. The balance (to 90% of the total returnable) was supposed to be paid by end Feb 22. Now liquidators have emailed shareholders to say final distribution will take much longer and that V2 total net returns would only be 65p/share.
This seems remarkable to have a 30% reduction in expected distribution in just a few weeks.

I guess the issues are:

1) 65p/share is well below the market value of the shares which has averaged about 85p last year or so.
2) Had 65p/share been mooted in the circular there is no way I or any other shareholder would have voted for liquidation. Comms from the directors suggested a substantial premium to share price would be realised.
3) It would appear that the resolution was passed on a false or at least misleading prospectus.

The circular of course clearly states that the values intimated therein are estimates. However it appears that the circular was wildly misleading.
In such circumstances can the legitimacy of the vote in favour of the resolution to liquidate be challenged?

Grateful for your views (first post so be kind!)

[UncleEbenezer]

Welcome to Lemonfool.

On this particular story, you need the existing thread where we've followed the Ventus story including the winding up.

While some concerns have been expressed in that thread, your figures are missing the very substantial capital return we got back in January as a special dividend. Include that and the calculation becomes a much happier one.

[cprof]

Thanks for your first post Banchory

Now liquidators have emailed shareholders to say final distribution will take much longer and that V2 total net returns would only be 65p/share.

I am not sure how you come to this conclusion. As far as i can see for Ven2 , 47p per share was distributed via special dividend in January and a further 18p will be distributed in March. with a further distribution in due course. the note from the liquidators does state "Please also note that the total net proceeds are still expected to be in line with those set out in the Circular dated 7th January 2022 once all distributions have been made."

You are correct that the 7th jan document implied that 10% of the total would be withheld for later payment, but it did not say that this would be 10% of each share class. According to my calculations the Jan dividend and the march first interim payment will return different percentages of the total estimated return for each share class as follows :-
Ven 87%
Ven C 97%
Ven 2 70%
Ven2C 96%
I have not calculated this for D class shares.
I am thus expecting a further 28p for Ven 2 but only 5p for Ven C in the further distributions after the first interim distribution.
I have done these calculations quickly so I would appreciate any verification of this

[Banchory]

Thanks all and apols for not seeing the earlier Ventus thread which also provides useful information. Seems I have interpreted the liqudators email too starkly. It is disappointing that the liquidators' timescale is so divergent from the indications in the circular.

[127tolmers]

https://www.ventusvct.com/pdf/Wording%2 ... 2%20v1.pdf

Approx 2p final payments on 13 Jan.

[jsshmp]

More delays..as I've not received any payments from Ventus today.
Anyone know when we will get the final distribution?

[cprof]

Notice on Ventus site "Please note the distributions have been delayed whilst calculations are revised. Apoligies for any inconvenience caused, A further update will be posted as soon as possible"
Perhaps HMRC has asked for a bit more of the money!

[cprof]

Further update on Ventus site dated 7th March but only appeared today!! ( Yes sadly i do look most days). In summary there are further liabilities and they " expect to be able to publish a further update containing the final agreed distributions by share class before the end of March" The year is not specified!

[cprof]

Letter from Begbies dated 27/3/23. Essentially recalculation almost completed and anticipate sending funds to registrarsin the next few weeks to enable them to distribute funds shortly after.
Wonderfully non-specific . I believe it was noted earlier on a ventus thread that registrars normally require funds three weeks before they distribute them.
These letters would be for shares that I held as paper certificates, there is no information on my platform for my shares that were in nominee account

[NotDick]

I received two letters dated 27 March 2023 from Begbies Traynor which gave me logins to download "first anniversary" reports for V1 and V2. If I understand it correctly, the V2 report shows that out of approx £25M assets at the start of liquidation approx £830K remains, of which £14K will be needed for the remaining steps. I could find no detail on what unexpected liabilities were discovered in January 2023 or on their value, but they seem to have left a worthwhile amount to distribute "soon". I was unable to download the V2 report: perhaps there was a typo in the unique ID which was sent to me.

[BusyBumbleBee]

The following was sent out by Sippdeal last night

The liquidators have confirmed that the scheduled payment date for the final distribution was delayed due to additional liabilities which would have left insufficient funds to meet the payment rates previously announced.

Under the terms of the distribution, you will now be credited with GBP0.0218 for each Ventus 2 VCT Plc share held.

To view the announcement in full, please copy and paste the link below into your web browser:
https://www.ventusvct.com/pdf/Wording for Ventus Website 06Mar23 Final.pdf

Your account is expected to be credited with the cash proceeds on or around 28 April 2023.

[Seasider]

The following was sent out by Sippdeal last night

The liquidators have confirmed that the scheduled payment date for the final distribution was delayed due to additional liabilities which would have left insufficient funds to meet the payment rates previously announced.

Under the terms of the distribution, you will now be credited with GBP0.0218 for each Ventus 2 VCT Plc share held.

To view the announcement in full, please copy and paste the link below into your web browser:
https://www.ventusvct.com/pdf/Wording for Ventus Website 06Mar23 Final.pdf

Your account is expected to be credited with the cash proceeds on or around 28 April 2023.

Where do they get the new figure from? The announcement they link you to is the one from March saying we will let you know more on April Fool's Day.

[SpinDoctor]

Yes. No update on the website.
https://www.ventusvct.com/index.php

[cprof]

Corporate action notice from my nominee platform Interactive investor :

" Ventus Liquidation
Terms: Approximately GBP0.02325 in cash for each Ordinary share held
Pay date: 28th April 2023

The Liquidators of Ventus VCT plc have announced a payment for shareholders of approximately GBP0.02325 in cash for each Ordinary share held. "

The payment for V2C is 0.0216

Nothing on the Ventus website

[BusyBumbleBee]

" Ventus Liquidation
Terms: Approximately GBP0.02325 in cash for each Ordinary share held
Pay date: 28th April 2023

We'll see tomorrow - perhaps

[127tolmers]

Here is a liquidator's report filed at the London Gazette in April for Ventus VCT; £650k remains for distribution. No details of how or when.

https://www.thegazette.co.uk/company/05 ... FkaXF6a2N4

The London Gazette did not appear to have anything on Ventus 2 VCT but Companies House has a similar report with £630k remaining for distribution

[127tolmers]

typo in previous post.

Ventus 2 VCT has £830k remaining

[cprof]

Funds recieved in bank account today which I assume are for my Ventus certificate holding but nothing in Interactive investor yet for my Nominee holding ( This is the usual pattern)

[127tolmers]

All payments now in at AJ Bell with a tx date of 28 April

[cprof]

Funds now appeared in Interactive Investor account, looks about right
What is anybody going to do with the old certificates, archive? scan and shred? or just shred? I am inclined to just shred.