Shareholders call for a new Board to be elected to Maven Renovar VCT

 Monday 30^th June 2025

 

 MAVEN RENOVAR VCT PLC (‘the Company’)

Shareholders call for a new Board to be elected to Maven Renovar VCT

  

A group of shareholders representing more than 5% of the shareholder base has today filed a notice under Section 303 of the Companies Act 2006 (“S303”) communication with the Board of Maven Renovar VCT plc, which requires the Company to hold a General Meeting to elect a board of newly proposed directors. The letter comes in the wake of the Company’s recent Annual General Meeting (“AGM”) (19 June), when shareholders voted against the re-election of the Board and rejected the Board’s proposal to alter the Trust’s investment strategy. With the shareholder vote at this year’s AGM more than three times higher than the average seen at the Company’s AGMs over the course of the last seven years, this was a very clear message from shareholders.

In sending through a S303 request, the dissenting shareholders have the right to require the Board to put resolutions at a general meeting to elect a new Board, consisting of: Charles McMicking, ex-Chair of Dovetail Games and former VCT fund manager; Hector Kilpatrick, manager of the Cornelian Risk Managed Funds at Brooks Macdonald; Kathleen McLeay, CEO of NCM Fund Services; and Paul Jourdan, CEO of Amati Global Investors, who will be deemed non-independent if elected.

The S303 also requires the Board to send to all shareholders the following 1,000-word explanation of why the new Board is being proposed by this investor group.

“Shareholders will be aware that the Company’s directors decided to change the manager from Amati Global Investors to Maven Capital Partners (“Maven”) without allowing shareholders a vote on the matter. Integral to this move was their recommended change of strategy which would result in the majority of new investments being made in unquoted companies. This change was put to shareholders at the Company’s AGM in June, when shareholders decisively rejected the current Board’s proposal. In addition, shareholders voted against the re-election of the current directors.

A group of shareholders have made a request to the Company under section 303(1) of the Companies Act 2006 to call a further general meeting for the purpose of replacing the current Board of Directors with the directors proposed below.

Having not made any significant share issues for over three years, the Company currently has no requirement to make any new qualifying investments. We believe that the current Board’s proposal to make new qualifying investments in unquoted companies, which are usually illiquid for 3-10 years, is not in shareholders’ best interests. It does not reflect the degree to which shareholders in the Company have passed the five-year holding period for their investment. This risks creating a classic liquidity mismatch in the long run. It also fails to take adequate account of the desire for shareholders to receive their capital back via dividends and share buybacks.

We estimate that by November 2025, 71% of the shares outstanding in the Company will have been held for more than 5 years, all of which could be sold without any adverse tax consequences. As things stand, by November 2026, this will have risen to 88% of shares outstanding, and by March 2027 over 96%. Against this backdrop it is better for shareholders to have surplus capital returned than to tie it up for long periods and at significant risk in making new qualifying investments in unquoted companies.

Shareholders who wish to gain exposure to Maven’s unquoted investments are likely to be better off receiving the money back from the Company and deploying it as a new investment into one of Maven’s existing VCTs, with the benefit of a 30% income tax relief and a new five-year holding period.

We believe that AIM stock prices are currently depressed and that many of the Company’s investments have good prospects to make significant gains. Having seen losses over the last three years, as sentiment towards small AIM companies declined sharply, we do not wish to be bounced into selling shares in the Company at a poor time due to the change of strategy adopted by the current directors.

Proposed Strategy

·      Making capital return a priority over new investment, as the Company has no requirement to make any new qualifying investments having already fulfilled its obligations from past fund raisings.

·       Running all of the current investments which have the potential to make strong returns from this low point in the market, recognising the attractions of holding these investments in the tax efficient form of a VCT for the long term, but being willing to exit them if attractive opportunities appear over the next few years.

·        Selling the weaker qualifying holdings which remain high risk and are held primarily for their qualifying value.

·       Keeping some capital available for follow-on qualifying investments in existing holdings, where these allow the Company to maximise its gains from current positions.  

·         Keeping sources of liquidity to fund demand for share buybacks.

·        If the AIM market has a resurgence over the next 2-3 years and if attractive deal flow on AIM starts up again, then the viability of raising money again will be considered. 

We believe that a new Board of Directors is required to implement this strategy. We are proposing three new independent directors, alongside the former manager, Paul Jourdan, who will be deemed non-independent. Biographies of the proposed directors are given below. We believe this board would have the full range of experience and skills to manage the affairs of the VCT effectively and in line with shareholders’ best interests.

If elected, the new Board will review the management arrangements of the VCT and discuss with Maven the appropriate way forwards, bearing in mind the proposed strategy set out above and the interest shareholders have in minimising costs. Should the independent directors, having reviewed the Company’s situation in detail, consider a further change of Manager either necessary or advisable, the new Board will take appropriate steps to avoid conflicts of interest arising.

The proposed directors have established a website to facilitate ongoing communications with shareholders. This can be found at amativctinvestors.blogspot.com. Here you will find contact information, fuller biographies, and follow-up communications. Please don’t hesitate to contact us at   amativctinvestors@gmail.com.

Biographies of Proposed Directors

Charles McMicking was a founder investor and chairman of Dovetail Games for the 15 years leading up to its sale in 2023. He started his career as an investment manager at Daiwa Investment Advisers, moved to Electra Partners and subsequently managed the Enterprise VCT from 2001-08 whilst heading up equity fund management at Noble Group.

Kathleen McLeay is a qualified solicitor with over 25 years’ experience working in financial services across legal, corporate finance and regulatory roles. She has been the CEO of NCM Fund Services Limited for the last 15 years which offers Fund Administration and Depositary services to UK funds. She is also a director of Social Investment Scotland.

Hector Kilpatrick has been an investment manager for more than 30 years. In 2010, he joined Cornelian Asset Managers Ltd as CIO and was a board director. The firm grew strongly over the subsequent decade and was sold to Brooks Macdonald Group plc in 2020. At Brooks Macdonald, he heads up the management of the SVS Cornelian Risk Managed Fund range.

Paul Jourdan is co-founder and CEO of Amati Global Investors and has acted as fund manager for the Company and its forebears from 2005 until April 2025.

Commenting, Dr Paul Jourdan, a shareholder and former manager of the VCT said:

 “It appears to be without precedent for all of the directors of a VCT to be voted off the Board by shareholders at an AGM. There were clear indications from the majority of the larger individual shareholders in the VCT last year that they did not wish to see either a change of manager or a change of investment policy.  It remains unclear to me why Board chose to pay little heed to this.  The change of manager was presented to shareholders as a fait accompli, but the proposed change of strategy required a vote and this was rejected. I believe the vote against the Board was an expression of frustration from shareholders about having not been listened to. 

 “Company law provides protections to shareholders for this type of situation and a group of shareholders has now got together to propose that a new Board be elected in order to oversee a strategy which both returns all surplus capital and makes the most of the existing investments in the portfolio and the tax efficient nature of a VCT. This strategy does not require a change of investment policy.  I believe the arguments for adopting this strategy now are compelling, and provide the best way to move forwards from the position that the Company now finds itself in.

 “Amongst the proposed new board are three outstanding candidates to be independent directors.  I have offered to join them as a non-independent director, because I know the portfolio in great detail and will be able to help with the judgements that will need to be made in order to optimise performance. I feel that I owe it to the shareholders who supported the VCT over so many years to do this.”

 “Five former directors of the Company, including two former Chairs, have expressed support for the proposed Board and the strategy outlined in the S303.”