A fierce Scottish battle for control of a £90 million fund has seen a major development.
This comes ahead of crunch meetings on August 13 which will determine the future path for the fund.
Proxy adviser ISS has now recommended shareholders in the venture capital trust should vote against resolutions put by its former manager to oust its board.
ISS, which describes itself as “a global provider of independent and objective shareholder meeting research and recommendations”, has said that investors in Maven Renovar VCT should vote for the resolutions to reappoint the existing directors.
Former manager Paul Jourdan, of Edinburgh-based investment house Amati, and other shareholders have requisitioned a general meeting of Maven Renovar VCT, which will be held on August 13, for which they have put forward resolutions seeking to remove the board of Maven Renovar VCT and appoint four replacement directors, including Mr Jourdan, in their place.
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The management contract for the venture capital trust, which has about 8,000 shareholders, was moved in May by the board to Glasgow-based private equity specialist Maven.
Maven Renovar VCT said this morning: “ISS recommends that shareholders vote ‘against’ the requisitioned resolutions at the requisitioned general meeting on 13 August 2025. ISS also recommends that shareholders vote 'for' the re-appointment resolutions at the articles general meeting on 13 August 2025.
“These recommendations are in line with the unanimous recommendations of the company's board, which has previously outlined its recommendations to vote against the requisitioned resolutions to be proposed at the requisitioned general meeting and in favour of the re-appointment resolutions to be proposed at the articles general meeting.”
Fiona Wollocombe, who chairs Maven Renovar VCT, said today: "The board welcomes the recommendation from ISS for shareholders to vote against the requisitioned resolutions proposed by the company's former manager and a small group of other shareholders on 30 June 2025.
“ISS assessed the requisitioned resolutions against their published voting guidelines - specifically whether board change is required and whether the requisitioners have shown they can deliver positive change - but agreed with your board that shareholders should reject all of the requisitioned resolutions. We hope this reiterates the importance that shareholders must vote to prevent the requisitioners' proposed directors taking control of your company."
In a response to a circular issued on July 21 by the directors of Maven Renovar VCT, Mr Jourdan, Charles McMicking, Kathleen McLeay and Hector Kilpatrick, who are proposing themselves as the four replacement directors, say: “At its heart, the question being asked of shareholders is whether they wish the VCT to continue to make new qualifying investments (which involve substantial risks), where these will be mostly in private companies, despite not having any requirement to do this under the VCT legislation; or whether they would prefer to have all surplus capital returned, whilst maximising shareholder value by keeping exposure to the best companies in the existing portfolio, potentially for many years.
“The requisitioning shareholders are proposing the latter and have proposed a new board of directors to implement this strategy. It’s that simple.”
