Albion Venture (AAVC) 2018/19 results

[CliffW8]

I try linking in with them via LinkedIn.com
It often works!

[CliffW8]

Re Shooting Star 23 July....

Patrick told me they were not permitted by regulations to say they were thinking of doing a change to the fees.

Could you let me have a copy of your email from Patrick? that you mention " I also specifically asked about whether my understanding of the performance fee situation was correct via email and received a response from Patrick Reeve."

This is question of fact and we should clarify exactly what was said. Is any misunderstanding due to careful legal wording?

[barchid]

Cliffws
Your point re "careful legal wording" is well made, any company that tries to slip in this resolution through the back door as this is being done deserves scepticism.
I wonder whether even if we had Sharesoc on board would we have a realistic chance of voting down the directors at the AGM given that their reinstatement vote is coming up early on before any real debate from the floor ?
I have not directly approached an AAVC director myself as I believe that can be counter productive whereas a formal discussion by an organisation can be much more effective & hopefully might include one or more of the ned's.

[londoninvestor]

I have not directly approached an AAVC director myself as I believe that can be counter productive whereas a formal discussion by an organisation can be much more effective & hopefully might include one or more of the ned's.

Cliff, can I ask if you have had any contact with the chairman or directors of AAVC on this?

[shootingstar]

Hi Cliff

Very interesting to read the summary of your meeting, thanks for your efforts

The full email back and forth between me and Patrick is quite long but the relevant extract is below, date of reply was 22 January

My question: On performance fees It looks like a gap of 22.5p has to be 'made up' on Albion venture capital trust before a performance fee needs to be paid. So if I buy shares in this offer then actually on a forward basis a fee will only become payable if the total returns are way above 5% from this point onwards?

His reply: The performance fee on AVCT currently does indeed have quite a big gap to fill.

[Mainwaring]

I’ve voted in line with Share Soc and my similar held views, both nominee holdings and certificated on AGM and GM.

I’ve also Tweeted @AlbionVC my disgust that the GM Management Agreement Question simply implies that a vote against is a vote not to reduce fees.

I could live with a simple For Against question but when you seek to tilt the vote with one sided comments and ignoring completely info re the performance fee reset in the question seeks to take me for a Fool. Daft maybe but not a Fool.

I’m tempted to send them some lemons.

[UncleEbenezer]

Sharesoc are now campaigning strongly on this one.
https://www.sharesoc.org/campaigns/albion-vct-campaign/

No comments facility there, so I'll mention here instead. I'm pretty sure he's onto a loser seeking to be able to get hold of shareholder email addresses: if he can, then so can every spammer wanting to offer us \/|@gra or a M0trgage[1], and it would be a complete anathema to 20 years Data Protection, let alone GDPR.

More realistic would be to campaign for rules whereby shareholders can, in defined circumstances, send out an email via the registrars. And perhaps via RNS for the benefit of those of us holding shares in a nominee account.

[1] Or send us an invoice or remittance. Or ask us to confirm our account details to avoid suspension. Or to make that donation to us. Or ...

[CliffW8]

re earlier question of chances of success...

Odds of winning?

There are about 98 million shares and only about 6 million (6%) typically vote. In 2017 the most voting against any resolution was 600,000.
It is difficult to know how many will vote against this time as a base case without any further stimulation from us. ShareSoc blogs and Lemon Fool chats will help.
I know of three shareholders (2 others plus me) holding c400,000 who will vote against.
Let us make a heroic guess that those on Lemon Fool and others we know will vote against and have say 1 million shares in total.
That would make 2 million as a base case against and 4 million voting as per normal with management.
This would mean the special resolution would fail but the ordinaries would pass.
So we need to persuade shareholders with at least another 1 million to vote against.
There are approx. 5,300 shareholders.
I have requested a copy of the shareholder register, so that I can communicate with shareholders about the AGM and GM resolutions.
Sadly, the shareholder register does not include the email address of investors, so I cannot write to them cost effectively and quickly. This is archaic and a gross disenfranchisement of shareholder rights. I shall write to BEIS and the Law Commission citing this as yet another example of the problems of the shareholder register and if dematerialisation happens as planned, there will be a further erosion of shareholder rights.
A second problem is getting the names of shareholders who hold via nominees. In this case this is less of a problem as Albion will find it similarly difficult to find out who these people are. We can assume they will vote as per normal, i.e. very few will vote.
To write to them all would cost us about £4,000 (it cost AAVC £9000 to send out the notice re the AGM and GM). ShareSoc is a not for profit and would need to raise some funds for this. We are asking for donations and if 10 people gave £500 each, or 100 people gave £50 each, (or we could persuade say 110+ to join ShareSoc with the full membership fee of £45 p.a.) then we would have enough funds to requisition a copy of the shareholder register and send out the letter.
If we go down this route, then the directors may decide to employ proxy consultants to help them persuade shareholders to vote in favour. The manager will most likely encourage them to do so. It will be better if we can persuade the directors and Albion to change their mind without a proxy fight.

Timing. It will take a couple of days to get the register, say Wed 7th. A week to send out the letter, say 14th. So, the letter would arrive about 15th and the AGM is on 21st. This gives just about time for people to vote or to change their vote.

I strongly appeal to all investors to join this campaign and make a donation (e.g. £500, £100, £50 or whatever you can afford) to help fund our costs. If you are not a shareholder in Albion Venture Capital, your support in this campaign is still important as it will help us to push for change at the highest levels. Please register your support below, whether you are an Albion Venture Capital shareholder, or not.
https://www.sharesoc.org/campaigns/albi ... aign/#join

[CliffW8]

re Have I talked to AAVC Chairman and Directors. I have asked Albion to forward various emails and blogs to them.

This morning I asked Sarah Fitton of Albion to pass on my request to talk to the AAVC Chairman. and to expedite my request for the register.


re you won't get it in excel comment. Some registrars and companies are helpful. It does not harm to ask. #RBS were obstructive and sent me 24 pdf files which the splendid #Contrarian coverted into one excel sheet for me with 195 rows! (#RBS share price now slid below £2, but wrong site to post that!)

[BusyBumbleBee]

Timing. It will take a couple of days to get the register, say Wed 7th. A week to send out the letter, say 14th. So, the letter would arrive about 15th and the AGM is on 21st. This gives just about time for people to vote or to change their vote.

Good morning, Cliff. When I went thru this exercise some years back with another VCT (Tim can fill in the details for you) I only targeted shareholders with over 50,000 shares. This cuts down postage and time to send letters. I was able to send personalised letters in 4 hours by using mail merge and windowed envelopes cos the letter had the address on.

Trouble is those in nominee accounts as the register is unlikely to show the beneficial owner. If you can get H-L and A J Bell to allow their beneficial holders to vote easily you may do a lot better - with kind regards - BBB

[londoninvestor]

This morning I asked Sarah Fitton of Albion to pass on my request to talk to the AAVC Chairman. and to expedite my request for the register.

Another conflict of interest, and deficiency in corporate governance! An Albion employee gatekeeps access to the directors and to the share register.

The directors don't appear to have done anything though to step out of Albion's cage and ensure they are directly available to shareholders.

I'm sure this year's AGM is too late, but what would be the prospects of getting some proper shareholder-friendly directors elected next year?

[shootingstar]

The AGM itself could make for an interesting spectacle, with the company trying to update shareholders on underlying investments...but many shareholders being in attendance who are angry.

Has anyone else attended a similar AGM? I am hoping to attend.

Cliff do you have specific recommendations with regards to how to vote on all of the resolutions? not just the performance fee one? i.e. should we vote against pretty much everything?

Should the performance fee resolution be passed, I think they will be "shooting themselves in the foot" as few investors will give them new money after this debacle

[barchid]

Shooting/London/BBB
Your comments are, imo, all accurate and make statements/suggestions that I totally agree with.
This was a great company which appears to have lost the plot as to why investors liked them, and as a result we investors are now most unhappy.
I certainly have not seen posts of this type preceed an AGM & I also am interested in how it will go. Clearly the NED's are not, seemingly, doing what they are paid by us to do, & they should surely be asked some difficult questions. I trust we will have some fresh "hired guns" to look after our interests soon.
I am also fully intending to attend and am delighted that Sharesoc are on board, they have much more leverage than we do as individuals, nevertheless our attendance can surely only be helpful ?

[londoninvestor]

Shooting/London/BBB
Your comments are, imo, all accurate and make statements/suggestions that I totally agree with.
This was a great company which appears to have lost the plot as to why investors liked them, and as a result we investors are now most unhappy.
I certainly have not seen posts of this type preceed an AGM & I also am interested in how it will go. Clearly the NED's are not, seemingly, doing what they are paid by us to do, & they should surely be asked some difficult questions. I trust we will have some fresh "hired guns" to look after our interests soon.
I am also fully intending to attend and am delighted that Sharesoc are on board, they have much more leverage than we do as individuals, nevertheless our attendance can surely only be helpful ?

I sadly (?!) am on hols at the time of the AGM and won't be able to attend - I'm quite disappointed, as I was looking forward to asking awkward questions on these issues. I will be with you in spirit and anxiously looking out for the results!

[BusyBumbleBee]

I don't seem to have received my proxy card - either by snail mail or by post - anyone else got theirs?

[timbo003]

BBB

I have mine, but in case your forms do not turn up, I have emailed you a bespoke proxy form prepared by ShareSoc (covering both the AGM and the the GM) which you should be able to use

[londoninvestor]

I'll go for the snail mail approach. Rare for me these days, but then putting pen literally to paper to sign your name does have a certain cathartic appeal.

I did get a response from Richard Glover after sending a letter in the post. It didn't go much beyond what was in the circular, but given my other comments in the thread, I should point out that in this instance I did get a direct response not written by Albion.

[Mainwaring]

For what it’s worth I’ve replied to Richard Glover’s letter.

Dear Richard
Your letter is noted but what I object to is that the new performance fee can be earned from the new lower benchmark on the existing portfolio. Your letter talks about new rules, new talent etc, that’s understood....so the performance fee should be attached to new investments only.
Kind regards

[barchid]

Sharesoc have just posted a most informative update wrt the 13 day delay for the holders register which thus arrived with little time to contact any but the very largest shareholders, plus other matters.
Best to access this from their website but the (previously overtly shareholder friendly board) certainly appears to have changed its colours from Cliff Weight's report, so an interesting AGM on Wednesday.

[timbo003]

Thanks barchid

For convenience here's the link
https://www.sharesoc.org/blog/vcts/albi ... tus-funds/