Update to Notice of the Annual General Meeting

10 June 2020

 

VPC Specialty Lending Investments PLC
(the "Company")

 

UPDATE TO NOTICE OF THE ANNUAL GENERAL MEETING

 

The Board of Directors of the Company (the "Board") announces that it has amended some aspects of the continuation proposals set out in the Company's circular to shareholders dated 21 May 2020 (the "Circular"). The procedure for shareholder questions with respect to the AGM has also been amended.

 

The Circular contained three opportunities in the future for shareholders to reconsider their investment in the Company dependent on whether or not certain performance or share price discount conditions were met. Following further extensive consultations with a number of shareholders, and having had the opportunity to re-assess the impact of the COVID-19 pandemic, the Board has resolved to make some amendments to those conditions. These are described below.

 

This announcement should be read in conjunction with the Circular.

 

Continuation Proposals

If shareholders approve the continuation of the Company, the Board has resolved to apply the following conditions:

 

(i)   One year NAV (Cum Income) Return

 

The Board will now propose an ordinary resolution to approve the continuation of the Company as an investment company at the Company's AGM in 2021 if the Company's NAV (Cum Income) Return (calculated as set out in the Company's annual report and accounts) for the period from 1 April 2020 to 31 March 2021 is less than 4%, as compared to less than zero in the initial proposal. If the resolution is not passed the Directors will, within 3 months of the date of the resolution, put forward proposals to shareholders to the effect that the Company be wound up, liquidated or unitised;

 

(ii)   Three year NAV (Cum Income) Return

 

The Board will now offer shareholders an exit opportunity for up to 100% of the shares in issue immediately following the Company's AGM in 2023 if the Company's NAV (Cum Income) Return (calculated as set out in the Company's annual report and accounts) for the period from 1 April 2020 to 31 March 2023 is less than 24%, as compared to 18% in the initial proposal; and

 

(iii)  Discount to NAV

 

If the average discount to NAV at which the shares trade over the 3 month period ending on 31 March 2023 is greater than 5%, as compared to a 4-week period and a 15% discount in the initial proposal, the Board will now offer shareholders an exit opportunity for up to 25% of the shares in issue immediately following the Company's AGM in 2023. For the avoidance of doubt, this exit opportunity will not be offered in the event the 100% exit opportunity in condition (ii) has been triggered.

 

The Context for the Revised Continuation Vote Conditions

The Board and its advisers consulted extensively with a range of shareholders after issuing the Circular and have taken their views into consideration. In addition, the Board has taken into account the following recent information on the Company:

 

v From 1 May 2020 up to 9 June 2020 the share price increased from 47.90p to 69.70p, providing a return of 49.7%, including dividends. The share price return since the release of the Notice of Annual General Meeting on 21 May 2020 was 19.1%, including dividends;

 

v The Investment Manager has also benefitted from analysing data received since the Circular was published and has expressed cautious optimism to both the Board and shareholders about NAV performance in light of the continuing economic crisis; and

 

v NAV returns for both March 2020 and April 2020 have been released to the market.

 

The proposals for continuation of the Company include conditions for both future continuation votes and returns of capital to investors based on NAV performance or share price discount conditions. These conditions were not set by the Board or the Investment Manager as performance targets but as thresholds for future automatic events. The Board did not want to set threshold levels that might encourage excessive risk taking by the Investment Manager during an economic crisis.

 

The Board remains optimistic about the return potential inherent in the portfolio, and considers that the Company should continue its existence as an investment company, that the continuation proposals are in the best interests of shareholders as a whole and unanimously recommends that shareholders vote in favour of the continuation of the Company, as the Directors intend to do in respect of their own beneficial holdings.

 

In formulating these proposals, the Directors also note that if all the conditions are met by 31 March 2023, shareholders will have received a minimum total return of 52.0% by reference to the closing traded price per share of 69.70p on 9 June 2020.

 

AGM Arrangements

As noted in the Circular, it will not be possible to permit physical attendance in person at the AGM. Shareholders were invited to submit questions in writing in advance of the AGM and the Company indicated that it would publish a list of responses. A small number of shareholders have indicated that they would like the Company to offer more than this. Accordingly, in line with some other investment companies, the Board will also make available a dial-in facility to allow shareholders to listen to the AGM proceedings. Details of how to access this dial-in facility are available from the Company Secretary upon request by email to [email protected]. Shareholders who choose to make use of this dial-in facility may ask questions. Please note that it will not be possible to vote on the matters to be considered at the AGM through the dial-in facility.

 

Enquiries

For further information, please contact:

 

Victory Park Capital Brendan Carroll (Senior Partner and Co-Founder) Gordon Watson (Partner)   Winterflood Securities Limited Joe Winkley Chris Mills	via Jefferies or Winterflood (below) Email: [email protected]     Tel: +44 20 3100 0000
Jefferies International Limited	Tel: +44 20 7029 8000
Stuart Klein Neil Winward
Gaudi le Roux
Link Company Matters Limited (Company Secretary)	Tel: +44 20 7954 9567 Email: [email protected]

 

About VPC Specialty Lending Investments PLC

VPC Specialty Lending Investments PLC (Company No. 9385218) is a UK listed investment trust focused on asset-backed lending to emerging and established businesses with the goal of building long-term, sustainable income generation. The Company identifies investment opportunities across various industries and geographies to offer shareholders access to a diversified portfolio of opportunistic credit investments originated by non-bank lenders with a focus on the rapidly developing technology-enabled lending sector.

 

Further information on VPC Specialty Lending Investments PLC is available at: http://vpcspecialtylending.com.

 

LEI: 549300UPEXC5DQB81P34

 

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