8 Aug 2019 09:56
Ventus 2 VCT plc (the "Company")
Additional information disclosures
Shareholders have requested additional information in relation to a number of aspects of the Company's finances and its commercial relationship with Temporis Capital Limited, the "Investment Manager".
In order to facilitate a more informed discussion of these matters at the Annual General Meeting to be held at 12:30pm 8 August 2019 the Board wishes to disclose the following information:
1. Detailed breakdown of "Other Costs" disclosed in the management accounts for the year ended 28 February 2019
2. Detailed breakdown of Thalia Power Limited charges to the Company's investee companies
3. Detailed breakdown of the directors' fees paid to the Investment Manager from the Company's investee companies
Furthermore, in relation to the performance fee payable to the Investment Manager pursuant to the investment management agreement (the "Performance Fee") between the Board and the Investment Manager (the "IMA"), the Board makes the following additional disclosure:
The IMA provides that in the event the Company terminates the IMA in the absence of any breach by the Investment Manager, the Company's obligation to pay the Performance Fee to the Investment Manager continues beyond the termination of the IMA in respect of investments that were completed up to the date of termination.
This provision was fully disclosed in the original prospectus describing the first IMA. Directors at that time understood this to be the then current practice and to be a reasonable incentive to the investment manager. The only amendments to this provision relate to the creation of subsequent share classes to include the issuance of C and D shares in the relevant calculations.
Ventus Funds: Other Costs - year ended 28 February 2019 | |||
| Ventus VCT plc | Ventus 2 VCT plc | TOTAL |
| £ | £ | £ |
Employer's National Insurance (Directors) | 8,412 | 7,552 | 15,964 |
Director executive search fees | 15,000 | - | 15,000 |
Directors expenses | 7,182 | 4,863 | 12,045 |
LSE listing fees | 7,367 | 7,367 | 14,733 |
D & O insurance (Fund and Investee companies) | 16,699 | 21,253 | 37,952 |
Registrar fees | 31,254 | 29,992 | 61,247 |
Company Secretarial fees | 19,433 | 25,114 | 44,547 |
Auditor: other services * | (2,617) | (2,700) | (5,317) |
Internal audit | 4,500 | 4,500 | 9,000 |
Sponsor & brokerage costs (RAM & Panmure) | 21,147 | 22,500 | 43,647 |
VCT compliance (Philip Hare) | 6,026 | 6,026 | 12,052 |
FSA fees | 6,381 | 6,036 | 12,416 |
Postage | 1,350 | 2,839 | 4,190 |
Printing | 18,767 | 18,027 | 36,794 |
Subscriptions - Association of Investment Companies | 6,265 | 6,623 | 12,887 |
PR & marketing * | 1,362 | (1,158) | 205 |
RNS charges | 2,660 | 2,514 | 5,174 |
Bank charges | 3,096 | 233 | 3,329 |
Consultancy reports | 26,243 | 32,970 | 59,213 |
Legal fees | 2,082 | 2,082 | 4,164 |
Irrecoverable VAT | 27,037 | 23,466 | 50,503 |
TOTAL | 229,645 | 220,100 | 449,745 |
* Negative figures represent writing back of costs that were over accrued in the prior period. |
| ||
Thalia Power Limited - Annual Administration Fees
| Allocation by shareholding in investee company: | ||||||
Company | Annual Fee £ |
| Ventus | Ventus 2 | 3rd party | TOTAL £ |
|
Eye Wind Power Limited | 33,488 |
| 11,848 | 11,848 | 9,792 | 33,488 |
|
Bernard Matthews Wind Farm Weston LLP | 32,885 |
| 16,442 | 16,442 | - | 32,885 |
|
Bernard Matthews Wind Farm North Pickenham LLP | 27,404 |
| 13,702 | 13,702 | - | 27,404 |
|
Bernard Matthews Green Energy Halesworth Limited | 33,175 |
| 7,783 | 9,651 | 15,742 | 33,175 |
|
Upper Falloch Power Limited | 16,432 |
| 6,846 | 7,122 | 2,465 | 16,432 |
|
Darroch Power Limited | 21,927 |
| 9,608 | 9,029 | 3,289 | 21,927 |
|
Muirhall Wind Farm Limited | 34,177 |
| 7,126 | 9,963 | 17,089 | 34,177 |
|
Biggleswade Wind Farm Limited | 39,498 |
| 9,874 | 9,874 | 19,749 | 39,498 |
|
White Mill Windfarm Limited | 38,126 |
| 9,532 | 9,532 | 19,063 | 38,126 |
|
Osspower Limited | 27,458 |
| - | 13,729 | 13,729 | 27,458 |
|
A7 Lochhead Limited | 20,263 |
| 6,079 | 4,053 | 10,132 | 20,263 |
|
A7 Greendykeside Limited | 20,263 |
| 10,132 | - | 10,132 | 20,263 |
|
Fenpower Limited | 8,653 |
| 2,884 | - | 5,769 | 8,653 |
|
Achairn Energy Limited | 21,649 |
| 1,842 | 8,752 | 11,055 | 21,649 |
|
TOTAL | 375,398 |
| 113,698 | 123,696 | 138,004 | 375,398 |
|
| Ventus VCT plc | Ventus 2 VCT plc |
Average Thalia Power Limited contract price, £ | 26,765 | 28,873 |
Average Amount borne by Ventus VCT plc & Ventus 2 VCT plc, £ | 8,746 | 10,308 |
Temporis Capital Limited - Annual Directors' fees Allocation by shareholding in investee company: | ||||||
| Annual Fee £ |
| Ventus VCT plc | Ventus 2 VCT plc | 3rd party | TOTAL £ |
Achairn Energy Limited | 6,603 |
| 562 | 2,669 | 3,372 | 6,603 |
Fenpower Limited | 7,168 |
| 2,389 | - | 4,779 | 7,168 |
A7 Lochhead Limited | 6,577 |
| 1,973 | 1,315 | 3,288 | 6,577 |
RPS Dargan Road Limited | 3,824 |
| - | 1,912 | 1,912 | 3,824 |
Greenfield Wind Farm Limited | 6,306 |
| 1,315 | 1,838 | 3,153 | 6,306 |
A7 Greendykeside | 7,065 |
| 3,533 | - | 3,533 | 7,065 |
BMGE Pickenham Ltd | 3,000 |
| 1,500 | 1,500 | - | 3,000 |
BMGE Weston Ltd | 3,000 |
| 1,500 | 1,500 | - | 3,000 |
TOTAL | 43,542 |
| 12,772 | 10,734 | 20,036 | 43,542 |