Vpc Specialty Regulatory News (VSL)

22 December 2022

VPC Specialty Lending Investments PLC

Proposed Managed Wind-Down

The Board of VPC Specialty Lending Investments PLC ("VSL" or the "Company") has for some time been reviewing options for reducing the continuing deep discount of the Company's share price to Net Asset Value (the "Discount"). The Board has taken professional advice and has also consulted the Company's major Shareholders. Given the current level of the Discount, the Board considers it likely that the Company would be required to propose a 25% exit opportunity following the AGM in 2023, in keeping with the commitment it made to Shareholders in 2020 (the "25% Exit Opportunity").

The Board and its advisers do not believe that the 25% Exit Opportunity alone would have a lasting impact on the Discount and that it might have a potentially detrimental impact for the Company's Shareholders. This is because the Company would shrink in size, resulting in the Company's shares potentially becoming less liquid and the ratio of fees and other costs increasing as a proportion of Net Asset Value.

After further consultation with its major Shareholders, the Board has therefore determined that it would be in the best interests of the Company and Shareholders to put forward formal proposals to Shareholders for a managed wind-down of the Company instead of the 25% Exit Opportunity.

The Board intends to publish a circular in due course to convene a general meeting at which it will seek approval from Shareholders by ordinary resolution to amend the Company's investment objective and investment policy required for a managed wind-down.

If approved by Shareholders, the Board will then endeavour to realise all of the Company's investments in a cost-effective manner that achieves a balance between maximising the value received from investments and making timely returns of capital to shareholders.

The Board also notes that on 7 December 2022, it announced that it had received a request seeking to requisition a general meeting to consider certain changes to the Company's investment policy and share capital structure (the "Requisition").

The Board has engaged with the signatories of the Requisition, being Global Value Fund Limited, Staude Capital Value Fund LP and Metage Funds Limited, and the signatories have agreed to withdraw the Requisition on the basis that their proposals will not be necessary given the Board's intention to recommend a managed wind-down of the Company.

Graeme Proudfoot, chairman of the Company commented:

"The Board has been consistently focused on the issue of the continuing discount, and the provisions and thresholds established in 2020 were designed to provide clear measures of future performance. Two of the three performance thresholds have been met. The third, being the discount measure, is not due to be assessed until the end of March 2023.  Over the last 3 years, Shareholders have received an annualised share price total return of 13.8% and an annualised NAV total return of 11.3% together with a dividend that has been maintained for over 4 years. Notwithstanding, as a Board, we need to take decisions that we feel are in the best long-term interests of our shareholders, and we have decided that, rather than to shrink the size of the trust and decrease liquidity through the 25% Exit Opportunity, the better course of action is for a wind down of the Company which will provide a managed exit for all shareholders."

Brendan Carroll, Co-Founder and Senior Partner of the Company's investment manager, Victory Park Capital Advisors, LLC ("VPC"), said:

"VPC has always been focused on maximizing value for VSL shareholders and continuing to maintain the Company's dividend yield. Notwithstanding the Company's strong NAV returns and consistent dividend yield since inception in 2015, we acknowledge the Company's resilient discount and will prudently take steps to wind down VSL over the course of the coming years. VPC's overall business continues to grow, having recently closed on over $2.4 billion in investor capital and deployed over $1 billion in the last twelve months on behalf of institutional investors around the world."

A further announcement containing full details of the proposals will be made when the circular is published.

The information contained within this announcement constitutes inside information. The person responsible for arranging for the release of this announcement on behalf of the Company is Michael Conway of Link Company Matters Limited.

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