KKVL.L Regulatory News (KKVL)

1 November 2021

KKV Secured Loan Fund Limited

 ("the Company")

LEI: 2138007S3YRY3IUU4W39

Notices of Annual General Meeting ("AGM") and Class Meetings

The Company announces that it has today posted to shareholders the Notices convening the Company's AGM and separate Ordinary and C Share Class Meetings.

The AGM Notice contains details of proposed bonus payments and an incentive plan.

In light of the events during the last 12 months, the Board have been required to devote considerably more time to the affairs of the Company than would otherwise be expected of a board comprising a majority of non-executive directors. To recognise their efforts, the Board proposes that Shareholders approve a one-off cash bonus of GBP 280,000 to the Directors, payable in such proportions as the Directors determine ("Bonus Payment").

The Company's investment management agreement with KKV Investment Management Ltd ("Portfolio Manager") and International Fund Management Limited ("IMA") terminates with effect from 31 December 2021. Following termination of the IMA, it is expected that a number of the employees of the Portfolio Manager will become employees and/or consultants to the Company. In addition, it is expected that the Board will have to continue to devote considerably more time to the affairs of the Company than would otherwise be expected of a board comprising a majority of non-executive directors.

The Board has considered alternative remuneration structures to align the interests of the Directors, employees and consultants (both present and future) with the interests of Shareholders in achieving the investment objective of the Company. The intention is to incentivise (i) consultants and employees to remain with the Company until the realisation process is substantially complete, (ii) the maximisation of proceeds from the realisation of investments, (iii) the minimisation of liabilities, and (iv) the reduction of costs, with the overall aim of enhancing the distribution of cash to Shareholders. 

Accordingly, the Board has concluded that it is appropriate for the Company to adopt an incentive plan consistent with the above objectives (the "Incentive Plan").

The structure of the Incentive Plan is for a bonus pool to be created for Directors (save for an independent director who shall not participate in the Incentive Plan ("Independent Director")), employees and consultants of the Company (both present and future) comprising cash equivalent to 1.4% of the aggregate funds distributed to Shareholders since 1 July 2021 ("Bonus Pool"). The precise allocation of the Bonus Pool will be at the discretion of the Board, subject to the approval of the Independent Director. The Board will not distribute more than 50% of the Bonus Pool until such time as the Net Assets of the Company fall below GBP20m and no part of the Bonus Pool will be paid out until such time as a minimum of GBP80m has been returned to Shareholders cumulatively since 1 July 2021.

The Bonus Pool will be capped at 2.0% of the Net Asset Value of the Company as at 30 June 2021 (or such lower amount as to ensure that the Incentive Plan is considered to be a smaller related party transaction).

The Bonus Payment and Incentive Plan together are deemed to be a smaller related party transaction for the purposes of Listing Rule 11.1.10R.

The AGM will be held at the Company's registered office, BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey GY1 1WA on Monday 29 November 2021 starting at 11:00 GMT and will be followed by both Class Meetings. 

The Company intends to report its annual results for the year ending 30 June 2021 within the temporary two-month extension period granted by the Financial Conduct Authority. The expectation is that the annual report will be published by end of the November 2021

The Notices of AGM and Class Meetings will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Additional copies of these documents will be available on the company's website at https://www.kkvim.com/kkv-secured-loan-fund/ and may be also obtained on request from the Company's registered office.

For further information please contact: