THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION

15 March 2024

VPC Specialty Lending Investments plc

Publication of a circular in relation to a B share scheme

The Board of VPC Specialty Lending Investments plc (the "Company") is pleased to announce details of the proposal to adopt a B Share Scheme to facilitate the return of capital to Shareholders as and when sufficient cash and reserves are available.

Background

In June 2023, Shareholders approved changes to the investment objective and policy of the Company. Pursuant to this change, the Company is managed with the objective of conducting an orderly realisation of the assets of the Company in a manner that seeks to achieve a balance between returning cash to Shareholders promptly and maximising value.

The Board has since then been reviewing potential mechanisms through which a proposed return of capital may be structured and has taken professional advice, including in relation to tax implications, and has reflected on views received from various Shareholders of the Company. 

B Share Scheme

After careful consideration, the Board has determined that the adoption of a B Share Scheme is one of the fairest and most efficient ways of returning capital to Shareholders. The B Share Scheme would allow the Company to return capital on a strict pro rata basis which would ensure as far as possible that no Shareholder or Shareholder group is disadvantaged. The adoption of the B Share Scheme would involve the Company issuing redeemable B Shares to Shareholders and redeeming them on the Redemption Date applicable to that issue of B Shares without further action being required by Shareholders.

The Board believes that returning capital via the B Share Scheme rather than via a tender offer, offers the following significant benefits to Shareholders:

·              It reduces costs for the Company, as there should be no need to prepare further circulars to give effect to a future Return of Capital, which would not be the case with tender offers.  Details of each Return of Capital notified to Shareholders will be by an announcement through the Regulatory Information Service and, subject to any change in existing United Kingdom tax law (and in contrast to a tender offer where stamp duty at the rate of 0.5 per cent. of the tender price is payable), no stamp duty would be payable by the Company.

·              All Shareholders would participate in the redemption process and they would be treated equally. It is likely to be particularly beneficial for smaller retail Shareholders who may miss the opportunity to participate in a tender offer simply as a result of failing to make an election to participate.

·              The proportionate holdings of Shareholders will remain unchanged as a result of the B Share Scheme.

·              Subject to the Resolutions being passed at the General Meeting, Shareholders will not be required to take any further action to give effect to a future Return of Capital under the B Share Scheme.

·              There would be greater certainty for the Company regarding the amount of capital that is able to be returned to Shareholders, given that unlike tender offers, capital returns under the B Share Scheme would be made to all Shareholders on a pro rata basis, without the need for an election.

Returns of Capital

The quantum and timing of a Return of Capital to Shareholders following receipt by the Company of the net proceeds of realisations of investments will be dependent on the repayment and cancellation of the Company's bank facilities, further drawdowns to honour commitments to fund under existing contractual arrangements, the Company's liabilities and general working capital requirements and sufficient distributable reserves and amounts standing to the credit of the Company's share premium account. Accordingly, the quantum and timing of any Return of Capital will be at the discretion of the Board, and details of each Return of Capital, including the relevant Record Date, Redemption Price and Redemption Date, will be notified to Shareholders by an announcement through the Regulatory Information Service. Subject to the passing of the Resolutions at the General meeting, the Board intends to announce the details of an initial Return of Capital under the B Share Scheme shortly after the General Meeting.

The adoption of a B Share Scheme will not limit the ability of the Company to return cash to Shareholders by using other mechanisms and, if the B Share Scheme is adopted, the Board will continue to review its efficacy over time. Details of the Board's intention to implement the B Share Scheme are set out in the Circular (as defined below).

The Board's proposal to adopt a B Share Scheme now should not be taken as any indication as to the likely timing or quantum of any future returns of cash to Shareholders.

General Meeting

The introduction of the B Share Scheme requires Shareholder approval, which will be sought at a General Meeting of the Company to held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 5 April at 10.00 a.m. Resolution 1 is proposed as a special resolution and Resolutions 2 and 3, as ordinary resolutions. Together they seek approval for the B Share Scheme. A special resolution requires at least 75 per cent. of the vote cast to be in favour in order for the resolution to be passed. An ordinary resolution requires a majority of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed.

A circular containing further detail of the proposed adoption of a B Share Scheme to facilitate the return of capital to Shareholders and the notice convening the General Meeting has today been published by the Company (the "Circular").

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Company's website (https://vpcspecialtylending.com). Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.