Macaulay Capital Plc Regulatory News (MCAP.PL)

21 August 2023

Macaulay Capital PLC

("Macaulay" or the "Company")

Portfolio company realisation and receipt of performance fees

Macaulay Capital PLC (AQSE:MCAP), which was formed to originate and manage corporate transactions, raise funds from third parties, invest its own funds alongside those of external investors and to manage its investment portfolio with the aim of maximising its value, announces the sale by related investors of their interests in a portfolio company and associated fees payable to Macaulay.

Macaulay's subsidiary, Macaulay Management Limited ("MML", together "the Group"), is responsible for the management of an unquoted investment portfolio of five private companies previously managed by Chelverton Asset Management Limited ("CAM"). Under the agreements with the underlying investors, on a sale the Group is entitled, inter alia, to accrued management fees and potential performance fees.

One such portfolio company is Qualification Check Limited ("QCL"), a leading provider of global qualification verification services. CAM introduced a number of investors to QCL ("the B Share Investors") who invested in B Ordinary Shares in QCL in two fund raising rounds, in February 2017 and again in March 2021.

On 20 August 2023, a trade buyer acquired all of the shares held by the B Share Investors, which account for approximately 22 per cent. of QCL's share capital. For the B Share Investors who invested in February 2017, the sale price is a gross money multiple return of 7.3 times, taking into account EIS relief, and the gain will be free of CGT; and for those who invested in March 2021, the sale price is a gross money multiple return of 3.8 times, before CGT. 

As a result of the return on their investment, management and performance fees are payable by the B Share Investors, who include Macaulay's Chief Investment Officer, Richard Bucknell. These fees are to be shared by Macaulay and CAM. In view of his role in the transaction, Macaulay and CAM have agreed to fund the payment of a bonus equivalent to £50,000 to Richard Bucknell, comprising cash and the waiver of the management and performance fees attributable to his B Ordinary Shares. The net amount receivable by Macaulay is £211,751. 

David Horner and Richard Bucknell are directors of the Company, and David Horner is also a significant shareholder in and director of CAM. As a result, the agreement as to how to split the management and performance fees with CAM, and the waiver of Richard Bucknell's share thereof, are deemed to be related party transactions under the AQSE Rules. The Company's other director, Lindsay Mair, having exercised reasonable care, skill and diligence, believes that both transactions are fair and reasonable as far as the shareholders of the Company are concerned.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

ENDS 

Enquiries:

For more information please visit: www.macaulaycapital.com