THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

                        19 June 2025

Maven Renovar VCT PLC (the "Company")

Legal Entity Identifier: 213800HAEDBBK9RWCD25

Results of Annual General Meeting

The board of directors of the Company (the "Board") announces the results of the Company's Annual General Meeting held earlier today, 19 June 2025 (the "AGM"). All resolutions put to the AGM were voted on by way of a poll and the results are shown in the table set out under "Results of the meeting" below.

Resolutions 1 to 5, 13 and 14 as set out in the notice of AGM were passed by the requisite majorities of votes cast. Votes cast in favour of resolutions 6 to 12 as set out in the notice of AGM did not meet the requisite majorities of votes cast and therefore were not passed.

Shareholders representing only 14.58 per cent. of the Company's issued share capital cast votes in respect of resolutions 6 to 12. Votes cast against these resolutions were cast by approximately 100 shareholders representing, on average, less than 10 per cent. of the Company's issued share capital. By contrast, over 400 shareholders representing, on average, just over 5 per cent of the Company's share capital voted in favour of the resolutions. Of the total votes cast against these resolutions, a significant proportion were cast by persons employed by the Company's former investment manager, Amati Global Investors Limited ("AGI"), persons identified by AGI as being spouses or "close friends and family" of AGI employees or persons whom the Board has reason to believe have been encouraged to vote alongside AGI. Excluding these votes, it is believed that resolutions 6 to 12 would have passed.

The Board will consult with shareholders to understand the reasons behind the low turn-out among shareholders and the extent to which the votes cast at the AGM represent the views of the Company's shareholders as a whole. The Board will also commence an outreach exercise to further engage with those shareholders who voted against the resolutions (or withheld their votes) and the wider shareholder base.

In terms of the immediate consequences of the results of the AGM, details of the consequences of resolutions 6, 7, 8 and 9 not meeting the requisite majority of votes cast in order to pass are set out under "Board changes" below.

The consequence of resolutions 10 and 12 not meeting the requisite majority of votes cast in order to pass is that the Directors do not have authority to allot ordinary shares of 5 pence each in the capital of the Company nor to grant rights to subscribe for or to convert any security into such ordinary shares.

The consequence of resolution 11 not meeting the requisite majority of votes cast in order to pass is that the Company's investment objectives and policy will remain unchanged and the Company's portfolio will continue to be managed in accordance with the current investment objectives and policy (details of which were set out part 3 of the circular published by the Company on 7 May 2025 in connection with the AGM).

Board changes

As a result of resolutions 6, 7, 8 and 9 not meeting the requisite majority of votes cast in order to pass, Fiona Wollocombe, Julia Henderson and Brian Scouler were not re-elected by shareholders as Directors of the Company and Neeta Patel was not elected by shareholders as Director of the Company.  

The Company's Articles of Association (the "Articles") prescribe that the Company must have a minimum of two Directors. The Articles also provide that if: (a) at the annual general meeting in any year any resolution or resolutions for the appointment or re-appointment of persons eligible for appointment or re-appointment as Directors are put to the meeting and lost (such persons who are not so appointed or re-appointed being "Retiring Directors"); and (b) at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under the Articles, all Retiring Directors shall be deemed to have been re-appointed as Directors and shall remain in office but the Retiring Directors may only act for the purpose of filling vacancies, convening general meetings of the Company and performing such duties as are essential to maintain the Company as a going concern, and not for any other purpose.

The Articles require the Directors to convene a general meeting as soon as reasonably practicable following the relevant annual general meeting and the Retiring Directors shall retire from office at that meeting. If at the end of any meeting so convened the number of Directors is fewer than the minimum number of Directors required under the Articles, the same mechanism will apply in respect of Retiring Directors at that meeting.

Consequently, by operation of the Articles, Ms Wollocombe, Ms Henderson, Mr Scouler and Ms Patel were each deemed to be re-appointed as a Director of the Company at the conclusion of the AGM and shall (subject, in the case of Ms Henderson, to the paragraph below) remain in office but may only act for the limited purposes permitted under the relevant provision of the Articles.

In the Company's Annual Report and Financial Statements for the year ended 31 January 2025, the Company notified shareholders that Ms Henderson had notified the Board of her intention to retire as a Director of the Company during 2025. In advance of the AGM, Ms Henderson advised the Board that, owing to family circumstances and time commitments, she wished to stand down following the AGM. Ms Henderson therefore resigned as a Director of the Company with effect from the conclusion of the AGM.  

In light of Ms Henderson's decision to resign with effect from the conclusion of the AGM, the Board has resolved to appoint Robert Legget as a Non-Executive Director of the Company with effect from the conclusion of the AGM. Mr Legget is a longstanding shareholder of the Company and is expected to bring an important voice to the Board on behalf of the Company's wider shareholder base.  

Mr Legget has extensive industry experience, having co-founded Progressive Value Management Limited (PVML) in 2000. PVML specialised in creating value and liquidity for institutional investors out of holdings in underperforming companies. Mr Legget stepped down as Chairman of PVML in 2023. Mr Legget was formerly a director of Quayle Munro Holding plc, the Edinburgh-based merchant bank, Sureserve Group plc, Trian Investors 1 Limited, CT Private Equity Trust plc (formerly BMO Private Equity Trust plc), R & Q Insurance Holdings Limited (in liquidation) and Downing Strategic Micro-Cap Investment Trust plc (in liquidation). He is a member of the Institute of Chartered Accountants of Scotland and is well respected for his extensive experience of creating value for shareholders. Mr Legget has experience of engaging with shareholders in the context of a contentious strategic review process and is therefore expected to bring first-hand insights that will assist the Board in engaging with the Company's wider shareholder base.  

Mr Legget's appointment follows a recruitment process which was commenced by the Board's Nomination Committee upon first becoming aware of Ms Henderson's intention to retire from the Board. The process has therefore been ongoing for a number of weeks and Mr Legget was identified as part of a shortlist of suitable candidates prior to the AGM. In light of Ms Henderson's decision to resign following the results of the AGM, Mr Legget's appointment has been expedited and takes effect from the conclusion of the AGM.

Mr Legget will succeed Ms Henderson as Chair of the Nomination Committee and a key part of his role is expected to include seeking to understand shareholders' concerns in relation to the Retiring Directors. Neither Mr Legget nor Ms Patel, who was appointed as a Director of the Company on 1 May 2025, were involved in the strategic review process and their independent views have been, and will continue to be, welcomed by the Board as it engages with shareholders further on the strategic review.    

There is no further information required to be disclosed under UK Listing Rule 6.8.4 in relation to this appointment.

In accordance with the Articles, the Directors will convene a general meeting as soon as reasonably practicable and Ms Wollocombe, Mr Scouler and Ms Patel will retire from office at that meeting. Unfortunately, additional costs and expenses associated with the convening of that general meeting will be borne by the Company. Details of the business to be conducted at the general meeting, which may (depending on shareholder feedback and the recommendation of Mr Legget as Chair of the Nomination Committee) include resolutions to elect Ms Wollocombe, Mr Scouler and/or Ms Patel, will be set out in the notice of general meeting.  The Board notes that prior to the AGM no proposal was received by the Board to appoint additional directors nor was any explanation provided as to why AGI connected persons intended to vote against resolutions at the AGM.

Outcome of strategic review

The decision to change investment manager following the strategic review was not taken lightly and was reached following a lengthy strategic review process during which proposals put forwards by AGI were assessed in detail alongside proposals put forwards by a number of third party candidates. A majority of the proposals, including proposals put forwards by AGI, recommended changing the Company's investment policy to allow for a greater degree of unquoted investments.

The advice the Board received from AGI and other third party candidates with experience managing AIM portfolios was instrumental in the Board's decision to seek shareholder approval to change the Company's investment policy and adopt an expanded "AIM Plus" investment strategy. With any change of investment policy, one of the key questions a board must ask itself is whether its investment manager would be capable of managing the portfolio and meeting the Company's objectives under the new investment policy. AGI lacks private equity experience and previous private market investments made by AGI on behalf of the Company have not performed well. The Board therefore felt it was important to consider the AGI proposals against other opportunities which may be available to the Company. In particular, the Company had received indications of interest from a number of credible third parties and the Board were duty-bound to consider these on behalf of shareholders. A formal review process was commenced, and the advantages and disadvantages of each proposal were assessed, interrogated and discussed at great length. 

As part of the review, a liquidation of the portfolio and winding up of the Company's affairs was also considered. Indeed, this is something the Board has discussed with AGI at various points over recent years. On each occasion, AGI advocated for the continuation of the Company. It was not until earlier this year, four months after the outcome of the strategic review had been announced confirming that AGI's appointment would be terminated, that AGI's views on this matter changed. The Board understands that, since the termination of AGI's appointment (and fees) became effective, AGI employees who hold shares in the Company have begun to advocate for the return of capital and a potential liquidation and winding up of the Company. However, the Board has not received any formal requests or proposals from shareholders in this respect and the Board's own assessment, carried out as part of the strategic review, concluded that a liquidation and winding up of the Company's affairs would not be in the best interests of shareholders given current market conditions (including the lack of buyers in the AIM market in particular) and the risk of negatively impacting shareholder value even further.

On the basis of all proposals, matters and evidence considered as part of the strategic review process, the Board determined that an expanded "AIM Plus" investment strategy and a change of manager was required to generate improved performance and deliver returns for shareholders, and provide the Company with access to an increased pipeline of investment opportunities and greater resources to support the management of the Company's portfolio. Since the change of manager was effected on 1 May 2025, Maven Capital Partners UK LLP ("Maven") has demonstrated the depth of their resources and a number of investment opportunities in which the Company may be able to participate have already been identified.

The Board continues to believe that the decision to change investment manager and seek shareholder approval to change the investment policy was the correct one. The Board's role is to act independently and in the best interests of the Company and its shareholders. The Board believes it has done so at all times.

The Board is keen to engage with as many shareholders as possible and the Chair remains contactable directly at: [email protected].

Fiona Wollocombe, Chair, commented:

"Having engaged with a number of shareholders during the course of the strategic review and in the lead up to the AGM, the Board believes that, excluding AGI employees, close friends and family, and other shareholders the Board understands have been actively encouraged to vote alongside AGI, many shareholders are supportive of the Board and the recommendations put forwards at the AGM. By number, a large majority of shareholders voted in favour of the resolutions. However, the voices of smaller retail shareholders have, as is often the case, been drowned out by the voices of a minority of shareholders representing less than 10 per cent. of  total voting rights. To this end, the Board will commence an outreach exercise to further engage with shareholders. In the meantime, the Board has instructed its advisers to commence preparations for the general meeting which is now required to be convened under the Articles.

On a personal note, I would like to thank the many shareholders, advisers and my fellow Directors for their continued co-operation and support. I would particularly like to thank Julia for her significant time commitment and considerable contribution to the Company throughout my tenure and for many years before. I welcome Robert to the Board and look forward to engaging with him and shareholders to find a way forwards for the Company and its shareholders."

Results of the meeting

 # issued share capital

*special resolution

Notes:

LDC Nominee Secretary Limited

Company Secretary

19 June 2025

Enquiries:

Fiona Wollocombe, Chair

Maven Renovar VCT PLC

Email: [email protected]   

Telephone (via the Company Secretary): +44 (0)20 7606 5451

Important Information

This announcement is released by the Company and the information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.