Ventus 2 VCT PLC AGM shareholder questions and answers (7487W)
August 20 2020 - 10:07AM
UK Regulatory
TIDMVEN2 TIDMVNC TIDMVND
RNS Number : 7487W
Ventus 2 VCT PLC
20 August 2020
VENTUS 2 VCT PLC (THE "COMPANY") - QUESTIONS RAISED BY
SHAREHOLDERS AHEAD OF THE 2020 ANNUAL GENERAL MEETING ON 20 AUGUST
2020:
QUESTION 1
In our half year reports to 31/08/19, it was stated that the
"estimated excess cash available to use for the proposed tender
offer, open market purchases and special dividends" at 28/02 /20
would be:
VCT2 Ords. Up to 2p
VCT2 C shares 6 to 8p/share
What was the actual level of excess cash (given the Directors'
basis for calculating this) at 28/02/20?"
ANSWER 1
It is important to note that this analysis is not reconcilable
directly to the financial statements. The cash available to the
funds at any one time includes amounts left in investee companies,
where an individualised assessment of the investee company's
resilience to Covid-19 impact (mainly in terms of lower power
prices) and general working capital is made. These amounts,
together with the distributions that have been received by the
Company, comprise the maximum amount available.
Then, with this assessment complete, the Board sets aside funds
for working capital, dividend profiling and other reserves. The
result of this analysis delivers the net amount of excess cash
potentially available for distribution (after making an allowance
for the above cash retention) which was, as at 29 February 2020, as
follows. Apart from the "D" shares, this is in broadly in line with
the range given in the 31 August 2019 estimates included in the
half year report:
Ventus 2 Ords - 2 pence per share
Ventus 2 "C" Shares - 6 pence per share
Ventus "D" Shares - 3 pence per share
The reason for the surplus cash positions being at the lower end
of the 31 August 2019 estimates is due to the timing of cash
receipts from underlying assets and the lower than projected
realised power prices in the intervening period. The difference in
the "D" shares vs the 31 August 2019 estimates stems from the
timing of feed-in tariff payments, which are paid 3 months in
arrears on calendar quarters, and the underperformance vs budget of
those assets in Q4 2019.
QUESTION 2
Assuming there was excess cash attaching to at least some of the
above classes of share how and when do the Directors intend to
return it to shareholders?
ANSWER 2
The Directors have, in light of the ongoing Covid-19 pandemic,
chosen to maintain the target dividend and not distribute any
excess cash at this time in order to retain greater financial
flexibility in the Company. The main impact of COVID-19 is on near
term power prices and therefore the Directors will review the
position on an ongoing basis and as part of the interim financial
statements.
QUESTION 3
On the day of the 2019 AGM detailed information on Costs, Thalia
Fees and Directors fees to Temporis for sitting on Investee
companies was published in full. I have only seen some of this
information in the improved annual report. Please could you provide
this information for the y/e 2020 together with comparatives for
2019 in an easy to access format for shareholders.
ANSWER 3
The Directors published this information last year in response
to specific issues raised by the requisitioning shareholders. The
board does not believe that it is appropriate, or necessary to
separate out this information in the same level of detail in Annual
Reports on an ongoing basis.
Comparable information in relation to costs is contained in the
Chairman's Statement, the Strategic Report and note 4 of the
Financial Statements.
QUESTION 4
I also request a commitment to bring forward the AGM to no later
than June next year (and not to be held in school holiday
period).
Unfortunately, the timescales required to audit the financial
statements and give the required notice of AGM mean that it is not
possible to hold the AGM in June. However it is the Directors'
intention, under normal circumstances, to have the financial
statements issued during May with the AGM to be held as soon as
possible in July going forward.
QUESTION 5
It was good to see the recent RNS on the reduction of the
management fees from 1st August 2022 to 1.15% of NAV. In the RNS
you say that "Temporis continues to perform well as investment
manager". Can you let me know how the directors of both Ventus 1
& 2 monitor Temporis and are able to come to this conclusion?
Could you specify in your response what metrics or comparatives you
use in your evaluation of their performance. Can you also be clear
as to whether the information is sourced independently from
Temporis or provided by them?'
ANSWER 5
The Board meets formally with the investment manager regularly,
at least 4 times a year. The meetings involve in depth analysis of
strategy, financial statements, cash forecasting and dividend
policy.
In addition the Board receives quarterly performance reports
from Temporis detailing electricity generation, operational issues
and information on fluctuations in realised and future power
prices.
More recently there has also been close liaison with the manager
on significant ad-hoc workstreams such as the capital allocation
review, the continuation vote and the response to the Covid-19
pandemic.
The Board also commissioned an independent review of Temporis'
internal systems and controls in both 2018 and 2019, and have
reviewed Temporis' performance against publicly available data,
when comparable, on other investment managers . The Board is
confident it is able to assess the performance of Temporis through
these reports and its detailed and frequent interaction with
Temporis.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCSEIFLSESSESA
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