DISCLAIMER

Please read this important information before confirming that you have understood the risks associated with Ventus VCT plc and Ventus 2 VCT plc (the Ventus Funds), by scrolling to the tick box at the foot of this section.

General
The contents of this website have been issued and approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Temporis Capital Limited, a firm which is authorised and regulated in the UK by the Financial Conduct Authority (FRN 763725).

The information on this website relates to Ventus VCT plc and Ventus 2 VCT plc (the Ventus Funds) which are managed by Temporis Capital Limited (Temporis Capital).

The material on this website is provided for your general information about the Ventus Funds. It does not constitute an offer to sell or the solicitation of an offer to buy any investment. Nor does it constitute the giving of investment advice.

The investment referred to in this website is not suitable for all investors. No information detailed should be construed as advice to you on the suitability or otherwise of this investment, such suitability depending on all the circumstances of the person concerned. The information provided does not constitute investment, legal, tax or other advice nor is it to be relied upon in making an investment or other decision. You should obtain relevant and specific professional advice before making any investment decision.

Temporis Capital has taken all reasonable care to ensure that the facts stated in this website are true and accurate in all material aspects.

Risks involved:

Illiquidity and loss of capital
Trading in Venture Capital Trust (VCT) shares is not particularly active and consequently the price that you may be offered when you wish to sell your shares may be less than the price at which you bought the shares. Shares typically trade at a discount to their net asset value.

An investment in a VCT should be regarded as a long term investment.

Tax and VCTs
The information contained on this website in relation to the tax benefits from investing in VCTs is based on existing legislation. Changes in the tax rules or changes in the legislation concerning VCTs and, specifically, qualifying holdings and qualifying trades, may limit future investment opportunities by the Ventus Funds and have an impact on future asset values and level of sustainable dividend.

The tax reliefs available to certain investors depend on the Ventus Funds maintaining HM Revenue & Customs approval. If this approval is withdrawn, the Ventus Funds will lose this status and all tax reliefs are likely to be removed.

Investors must retain their VCT shares for five years to retain the up-front income tax relief.

Past performance and projected dividend yields
Past performance of the VCT shares is no indication of future performance. The net asset value of the Ventus Funds is dependent on the performance of the underlying operational companies in the portfolio. Whilst the Boards have each stated objectives to "to achieve a sustainable level of dividends and to protect and enhance the company’s capital", there can be no guarantee that these objectives will be achieved.

Agree

The Boards continue to actively manage the Investment Manager and set the strategy for the Companies, delivering excellent results for shareholders.

The Requisitioning Shareholders have not set out a clear strategy and the proposed boards lack significant experience of operating a listed company.

Shareholders are being asked to remove two Boards that have overseen strong performance and, in the Board’s view, to take on significant uncertainty for an uncertain reward.

This year’s AGMs contain resolutions that have been “requisitioned” - that is “proposed” - by a small group of shareholders (the “Requisitioning Shareholders”).

Despite the fact that the performance of both of the Companies is top ranked amongst their peers, these resolutions propose the extreme step of removing all of the current and experienced Directors with a view to replacing them with entirely new directors, only one of whom has any experience as a director of a UK listed company.

The Boards believe that the passing of the requisitioned Resolutions would be detrimental to the Company and its shareholders.

The Directors will vote against the requisitioned Resolutions with their own holdings and unanimously recommend that you vote against those requisitioned Resolutions.

Statement from the Boards of the Companies as to why you should vote against resolutions 10 – 16 in Ventus VCT plc and 9 – 15 in Ventus 2 VCT plc

The Boards regularly reviews the Companies’ fees and costs;

The Requisitioning Shareholders have put forward the view that the running costs of the Companies are too high now that the portfolios are operating and that the development activity of the Companies is at an end. The Boards have renegotiated terms with Temporis to substantially reduce investment management fees. On entry to the new contracts fees will drop to 2.00% of NAV per annum after this year’s AGMs and to 1.50% of NAV following the 2020 AGMs.

The Boards consider the performance across both Companies all share classes has been strong;

For Ventus VCT plc the last three-year total return (NAV growth plus dividends) of the Company is 27.90p, 41.50p and 20.90p per share (in the ordinary shares, “C” shares, and “D” shares respectively). This equates to a three-year compounded annual return of 7.16%, 10.29% and 5.16% respectively.

For Ventus 2 VCT plc the last three-year total return (NAV growth plus dividends) of the Company is 20.75p, 41.70p and 22.30p per share (in the ordinary shares, “C” shares, and “D” shares respectively). This equates to a three-year compounded annual return of 8.12%, 10.27% and 5.95% respectively.

These returns come against a backdrop of falling power prices. For example, the 10 year forward average power price has fallen 12% since the 2016 year end accounts.

The Boards consider it likely that the requisitioned boards would seek to self-manage the assets;

Shareholders will note that Mr Curtis’ statement promotes ‘self-management’ of the Company as one of the options. Nicholas Curtis is a director of a company that operates several small-scale hydro-electricity schemes. Mr Curtis has made it clear to some shareholders that self-management is his favoured option.

The Boards are aligned with shareholders and have the appropriate experience;

None of the Board members have a vested interest in the future management arrangements of the Companies and your Boards will continue to act independently to maximise shareholder value.

The Requisitioning Shareholders’ proposals would be likely to increase uncertainty and risk for shareholders;

In the Board’s view the lack of continuity of Board members, uncertainty over the potential replacement of the Investment Manager and the risks associated with self-management could lead to the shares trading at greater discounts to NAV.

The Boards and Investment Manager are focused on optimising long-term shareholder returns;

In light of the significantly increased cashflow projections resulting from actions taken by the Boards, the Boards and Investment Manager are working together to develop a long-term capital allocation framework. This framework will consider share buybacks, increased dividends and re-investment within the investee companies. The Boards will provide additional information in October 2019, including updated dividend targets, to allow shareholders to appraise the Companies’ shares as an investment in the run up to the continuation votes at 2020’s AGMs.

For further detailed information in relation to this matter please refer to the Notices of AGM for each Company available via the links below:

Ventus VCT plc Notice of AGM >>

Ventus 2 VCT plc Notice of AGM >>

If you have misplaced your voting card and would like to download a blank proxy form please follow this link, which contains instructions on how to fill it out.

For all voting-related enquiries please contact the please call The City Partnership (UK) Limited on 01484 240 910.