VTA Volta Finance Limited

Volta Finance Limited (VTA / VTAS)

Management Fee and Performance Fee changes

NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATION, IN WHOLE OR PART, IN OR INTO THE UNITED STATES

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Guernsey, 28 February 2024

The Board of Directors today announces that Volta Finance Limited (the “Company” or “Volta”) has agreed an alteration of the fee structure with its Investment Manager, AXA Investment Managers Paris (“AXA IMP” or the “Investment Manager”) under an amended and restated investment management agreement (“IMA”) dated on or around 28 February 2024 with effect from 31 March 2024.

The Board is delighted to have reached agreement with AXA IMP on lowering the threshold of the tiered management fee and enhancing the annual performance fee structure. The management fee amendment will bring an immediate benefit to shareholders and will see a notable reduction should the Company grow. The revised performance fee arrangement will continue to provide an alignment of shareholders’ interests along with AXA IMP’s interests enhanced with an improved High Water Mark. The Board believes the changes are in the interests of all shareholders and should allow the Company to appeal to new investors.

Under the revised fee basis, AXA IMP will be entitled to receive the following fees with effect from 31 March 2024 (based on an observation period of the performance running from 1 March 2024 to 31 March 2024):

MANAGEMENT FEE

AXA IMP will be entitled to receive from the Company a management fee (the “Management Fee”) equal to the aggregate of:

(i) an amount equal to 1.5 per cent per annum of the lower of the Net Asset Value and EUR 236m (as opposed to the previous threshold which was EUR 300m); and

(ii) if the Net Asset Value is greater than EUR 236m, an amount equal to 1.0 per cent per annum of the amount by which the Net Asset Value exceeds EUR 236m.

The Management Fee will continue to be calculated for each six-month period ending on July 31 and January 31 of each year on the basis of the Company's Net Asset Value as of the end of the preceding period and payable semi-annually in arrears.

The Management Fee payable to AXA IMP will continue to be subject to reduction for investments in AXA IM Managed Products as set out in the Company’s existing Investment Guidelines.

PERFORMANCE FEE

AXA IMP will be entitled to receive a performance fee of 20 per cent of any Net Asset Value outperformance over an 8 per cent hurdle on an annualised basis, subject to a high water mark (the “HWM”, which will be equal to the latest audited Net Asset Value per share multiplied by (1+8%)) and adjustments for dividends paid, share issuances, redemptions and buybacks. The performance fee will be calculated and paid annually in respect of each 12 month period ending on 31 July (each an “Incentive Period”).

Notwithstanding the foregoing, performance fees payable to AXA IMP in respect of any Incentive Period shall not exceed 4.99% of the Net Asset Value at the end of such Incentive Period.

The amendment to the management and performance fees payable to the Investment Manager, which is a related party of the Company under the Listing Rules, amounts to a smaller related party transaction under Listing Rule 11.1.10 R. Cavendish, the Company’s Sponsor, has independently confirmed that the proposals are fair and reasonable so far as shareholders of the Company are concerned. In providing its advice to the Board of Directors, Cavendish has taken into account the Board of Directors’ commercial assessment.

This announcement contains information that is inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.

For further information, please contact:

Company Secretary and Portfolio Administrator

BNP Paribas S.A. Guernsey Branch guernsey.bp2s.volta.cosec@bnpparibas.com+44 (0)1481 750800

Corporate Broker

Cavendish Will Talkingtonwtalkington@cavendish.com+44 (0) 20 7397 1910

For the Investment Manager

AXA Investment Managers Paris François TouatiFrancois.touati@axa-im.com +33 (0) 1 44 45 80 22

***** ABOUT VOLTA FINANCE LIMITED

Legal Entity Identification code (LEI): 2138004N6QDNAZ2V3W80

Volta Finance Limited is incorporated in Guernsey under The Companies (Guernsey) Law, 2008 (as amended) and listed on Euronext Amsterdam and the London Stock Exchange's Main Market for listed securities. Volta’s home member state for the purposes of the EU Transparency Directive is the Netherlands. As such, Volta is subject to regulation and supervision by the AFM, being the regulator for financial markets in the Netherlands.

Volta’s Investment objectives are to preserve its capital across the credit cycle and to provide a stable stream of income to its Shareholders through dividends that it expects to distribute on a quarterly basis. The Company currently seeks to achieve its investment objectives by pursuing exposure predominantly to CLO’s and similar asset classes. A more diversified investment strategy across structured finance assets may be pursued opportunistically. The Company has appointed AXA Investment Managers Paris an investment management company with a division specialised in structured credit, for the investment management of all its assets.

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ABOUT AXA INVESTMENT MANAGERSAXA Investment Managers (AXA IM) is a multi-expert asset management company within the AXA Group, a global leader in financial protection and wealth management. AXA IM is one of the largest European-based asset managers with 2,600 professionals and €824 billion in assets under management as of the end of June 2023.  

Past performance cannot be relied on as a guide to future performance.

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This press release is published by AXA Investment Managers Paris (“AXA IM”), in its capacity as alternative investment fund manager (within the meaning of Directive 2011/61/EU, the “AIFM Directive”) of Volta Finance Limited (the "Volta Finance") whose portfolio is managed by AXA IM.

This press release is for information only and does not constitute an invitation or inducement to acquire shares in Volta Finance. Its circulation may be prohibited in certain jurisdictions and no recipient may circulate copies of this document in breach of such limitations or restrictions. This document is not an offer for sale of the securities referred to herein in the United States or to persons who are “U.S. persons” for purposes of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or otherwise in circumstances where such offer would be restricted by applicable law. Such securities may not be sold in the United States absent registration or an exemption from registration from the Securities Act. Volta Finance does not intend to register any portion of the offer of such securities in the United States or to conduct a public offering of such securities in the United States.

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This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Past performance cannot be relied on as a guide to future performance.

*****This press release contains statements that are, or may deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "anticipated", "expects", "intends", "is/are expected", "may", "will" or "should". They include the statements regarding the level of the dividend, the current market context and its impact on the long-term return of Volta Finance's investments. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Volta Finance's actual results, portfolio composition and performance may differ materially from the impression created by the forward-looking statements. AXA IM does not undertake any obligation to publicly update or revise forward-looking statements.

Any target information is based on certain assumptions as to future events which may not prove to be realised. Due to the uncertainty surrounding these future events, the targets are not intended to be and should not be regarded as profits or earnings or any other type of forecasts. There can be no assurance that any of these targets will be achieved. In addition, no assurance can be given that the investment objective will be achieved.

The figures provided that relate to past months or years and past performance cannot be relied on as a guide to future performance or construed as a reliable indicator as to future performance. Throughout this review, the citation of specific trades or strategies is intended to illustrate some of the investment methodologies and philosophies of Volta Finance, as implemented by AXA IM. The historical success or AXA IM’s belief in the future success, of any of these trades or strategies is not indicative of, and has no bearing on, future results.

The valuation of financial assets can vary significantly from the prices that the AXA IM could obtain if it sought to liquidate the positions on behalf of the Volta Finance due to market conditions and general economic environment. Such valuations do not constitute a fairness or similar opinion and should not be regarded as such.

Editor: AXA INVESTMENT MANAGERS PARIS, a company incorporated under the laws of France, having its registered office located at Tour Majunga, 6, Place de la Pyramide - 92800 Puteaux. AXA IMP is authorized by the Autorité des Marchés Financiers under registration number GP92008 as an alternative investment fund manager within the meaning of the AIFM Directive.

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