AGCV Arc Growth

 

TIDMAGCV 
 
RNS Number : 9022L 
Arc Growth Company VCT plc 
20 January 2009 
 

 
 
 
 
For Immediate Release       7.00am 20 January 2009 
 
 
 
 
Arc Growth Company VCT plc 
("Arc VCT" or "the Company") 
 
 
 
 
Posting of Shareholder Circular 
Proposed appointment of Investment Manager 
Proposed change of Name 
 
 
 
 
The directors of the Arc VCT announce that on 19th January 2009 they posted a 
Circular to Shareholders setting out some proposed changes to the Company. 
 
 
The Board proposes to appoint Elderstreet Investments Limited ("Elderstreet 
Investments") as the Company's Investment Manager with immediate effect. This 
constitutes a Related Party Transaction and accordingly requires Shareholder 
approval. This is due to David Lowe, a former Director of the Company, having an 
interest of 33.3% in the issued share capital of Elderstreet Holdings Limited 
which in turn holds 100% of Elderstreet Investments, the proposed investment 
manager. At the same time, and to reflect the change of Investment Manager, the 
Company proposes to change the name from Arc Growth Company VCT plc to Bedford 
Row VCT Plc which also requires Shareholder approval. 
 
 
Prior to the appointment, the Directors considered three options following the 
resignation of Arc Fund Management as Investment Manager on 18 July 2008. These 
three options were: the Directors continue to manage the Company; merge with 
another VCT; or appoint a replacement Investment Manager. The Board explored all 
three options, including a number of approaches to merge with other VCT's.  The 
Directors considered these approaches but felt that none of them were in the 
best interests of the Shareholders. A search was commenced for a replacement 
Investment Manager and after discussions with several potential candidates, the 
Board chose Elderstreet Investments as the Directors felt that they offered the 
nearest approach to the Company's current investment philosophy and strategy. In 
addition the Board has been reviewing its costs structure and the composition of 
its Board and therefore it is the Board's objective to keep such operational 
costs below GBP100,000 for the financial year ending 28 February 2010. The 
Directors believe the appointment of Elderstreet Investments should help achieve 
this. 
Elderstreet Investments is an experienced VCT investment manager. In 2008 at the 
Growth Company Investor awards it was shortlisted for VCT Fund Manager of the 
year. It currently manages the Elderstreet Venture Capital Trust plc, 
Elderstreet Capital Partners and the Kleinwort Capital Trust plc. The investment 
management team comprises of 4 key executives with extensive industry background 
and in aggregate more than 50 years of venture capital experience: Michael 
Jackson MA FCA, David Taylor BSc DipM, MBA William Horlick and David Lowe FCA. 
There will be no change in the Company's investing strategy as a result of the 
proposed appointment of Elderstreet Investments as Investment Manager. 
 
 
Subject to the Resolutions being passed, the Company and Elderstreet Investments 
will enter into the Investment Management Agreement. Under the Investment 
Management Agreement, Elderstreet Investments will agree (subject to the overall 
policy and supervision of the Directors and such directions as the Directors may 
give from time to time) to manage or procure the management of the Company's 
investments in return for an annual management fee (payable quarterly in 
advance) of GBP45,000 (plus VAT, if any, at the applicable rate) plus a 
performance fee detailed below. 
 
 
The Company will agree to indemnify Elderstreet Investments, as is customary, 
against all or any actions, proceedings, losses, claims, demands and liabilities 
whatsoever arising out of the proper performance of the Elderstreet 
Investments's duties. There is no value or time limit attached to the indemnity 
other than the statutory time limit of six years. 
 
 
Elderstreet Investments will manage, without additional fee, the monies received 
by the Company from investors pending investment in investee companies. In the 
event of Elderstreet Investments managing more than one VCT or EIS Fund 
("Managed Funds") it shall afford the Company the opportunity of co-investing in 
any company in which its Managed Funds invest pro rata to its net asset value 
and it shall report to the Board monthly confirming all of its Managed Funds 
investments. Elderstreet Investments will not be entitled to any additional 
benefits on termination of its appointment. 
 
 
The Company shall pay to the Manager a fee (the "Performance Fee") by way of the 
issue of new shares at the then Net Asset Value equal to 20 per cent. of the 
amount by which the aggregate of all Distributions plus the then Net Asset Value 
exceeds GBP1 per share subject to a cap of 5% of the then issued share capital 
of the Company. 
 
 
Woodside Secretaries Limited will continue to provide administrative and 
accounting services to the Company. 
 
 
 
 
The General Meeting of the Company will be held at 32 Bedford Row, London WC1R 
4HE on 12 February 2009 at 11.00 am. 
 
 
Copies of the Circular are available for inspection by the public at the 
Document Viewing Facility, 25 The North Colonnade, Canary Wharf, London, E14 
5HS. 
 
 
 
 
Contact: Richard Hargreaves, Chairman, Arc VCT on 07957 861786 
Graham Urquhart, Company Secretary, Arc VCT on 0203 216 2000 
William Horlick, Elderstreet Investments on 0207 831 9088 
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCEAXFNFDFNEFE 
 

Arc Growth Vct (LSE:AGCV)
Historical Stock Chart
Von Jun 2024 bis Jul 2024

Arc Growth Vct (LSE:AGCV)
Historical Stock Chart
Von Jul 2023 bis Jul 2024