13 Sep 2019 11:58
Edge Performance VCT plc (the "Company")
CORPORATE UPDATE
At a meeting of the Company's board of directors ("Board") held on Thursday 12 September 2019, the Board approved the following corporate update.
At the Company's thirteenth annual general meeting held on Wednesday 28 August 2019, the resolutions to re-elect three of the Company's directors were defeated. On average, 3.75% of the total voting rights voted against the resolutions while, on average, 2.01% of the total voting rights supported the resolutions.
These results left the Company with only one director, Terry Back, who, under the provisions in the Company's articles of association (the "Articles") relating to the authority of a sole director, was allowed only to appoint at least one other director (thereby re-establishing the minimum number of two directors required to form a quorum for meetings of the Board) or to summon a general meeting.
In accordance with the Articles, Terry Back, appointed Sir Robin Miller and the Board, comprising Terry Back and Sir Robin Miller, subsequently appointed Lord Howard Flight. Both Sir Robin Miller's and Lord Howard Flight's appointments took effect from 12 September 2019.
Given that both Sir Robin Miller and Lord Howard Flight had been directors of the Company who were not re-elected at the 2019 annual general meeting, the Board decided that it would be appropriate to explain its respective decision to make these appointments with the aim of answering any criticism that the results of the annual general meeting were being ignored.
In November 2018, the Company's three independent directors - Terry Back, Robin Miller and Howard Flight - began formal consideration of a strategy and revised cost profile for the Company, to take effect from no later than 1 March 2020. It had been intended that any progress made would be reported in the Company's 2019 Annual Report or, failing which, prior to the Company's 2019 annual general meeting. In the event, significant developments in several of the Company's investee companies demanded a level of involvement from both the Board and Edge Investments Limited ("the "Manager"), the Company's investment manager, which interrupted the planned timetable for the strategy and revised cost proposals, despite a decision to hold the annual general meeting later in 2019 than was originally intended.
The primary reason for the appointments of both Sir Robin Miller and Lord Howard Flight is to give them, together with Terry Back, the opportunity to conclude the work which they have started and to preserve continuity in the liaison with the Manager and several of the Company's investee companies.
In recognition of the criticism implicit in the decisions of the annual general meeting not to re-elect Sir Robin Miller and Lord Howard Flight, an additional director (the "New Director") will be appointed to the Board as soon as possible. The appointee will be demonstrably independent of the other Board members and the Manager and will have a good knowledge of the VCT sector - thereby bringing a fresh and knowledgeable eye to the consideration of the Company's future. Soundings have already been taken and continue to be taken with the Company's advisers and a sample of the Company's shareholders who voted at either this year's or the previous year's annual general meetings and it is intended that the New Director will be appointed in October 2019.
It had been Terry Back's intention that the appointment of Sir Robin Miller, and the first meeting of the Board, would have been held in October 2019, at which meeting Lord Flight and the New Director would have been appointed as additional directors - announcing the appointment of the New Director would have been more reassuring to concerned shareholders than announcing an intent to make that appointment as soon as possible. However, the imminent resolution of one investee company issue requires that there be a quorate Board now, ahead of the intended appointment of the New Director in October 2019.
Also, in recognition of the sentiment expressed at the 2019 annual general meeting, a general meeting will be held before the end of the Company's current financial year (29 February 2020) - that is at least seven months before the 2020 annual general meeting need be held. Prior to the proposed general meeting, a statement will be released setting out the Board's decisions concerning the Company's future and shareholders will have the opportunity to vote at that general meeting on whether the newly appointed directors continue in office.
The Board is grateful to those shareholders who have expressed not only their concerns about the Company's future but also their thoughts on what action is needed. It believes much of what it has in progress will address such concerns and that its decision to bring Sir Robin Miller and Lord Howard Flight back to the Board will be shown to have been in the shareholders' best interests.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.
For further information, please contact:
Edge Investments Limited, Investment Manager: 020 7317 1300
Robin Smeaton, The City Partnership (UK) Limited, Company Secretary: 0131 243 7210