Ventus 2 VCT PLC Disclosure to Investors (2433I)

TIDMVEN2

RNS Number : 2433I

Ventus 2 VCT PLC

07 December 2015

 
 
 
 
 
                                              Ventus 2 VCT plc 
                           (the "Company" or the "Alternative Investment Fund" or 
                                                   "AIF") 
                                          Disclosure to Investors 
 
                          Temporis Capital LLP ("Temporis") received approval from 
                        the Financial Conduct Authority with effect from 5 November 
                           2015 to act as a full scope UK Alternative Investment 
                           Fund Manager ("AIFM"). The Company's board has amended 
                           the existing investment management agreement in place 
                           with Temporis to record the obligations of Temporis as 
                                            the Company's AIFM. 
 
                            As part of these additional obligations, Temporis is 
                            required to make certain disclosures to investors in 
                          accordance with FUND 3.2.2R of the FCA Rules and Article 
                          23 of the Alternative Investment Fund Managers Directive 
                          ("AIFMD"). It should be noted that the majority of these 
                          disclosures are already made either in the Annual Report 
                        and Financial Statements, the Half-yearly Financial Report, 
                          the Interim Update, or on the Company's website, to the 
                           extent that they are applicable. For ease of reference 
                               the required disclosures are summarised below: 
--------------------------------------------------------------------------------------------------------- 
 AIFMD      FUND             Requirements                         Disclosures to Investors 
  Article    3.2.2R         of AIFMD article 
  23                        23 and FCA Fund 
                            handbook 3.2.2R 
---------  --------  ----------------------------  ------------------------------------------------------ 
                                                    The Company's investment strategy 
                                                     and objectives are to achieve 
                                                     attractive long term investment 
                      A description                  returns to shareholders by maximising 
                       of the investment             both dividend yield and capital 
                       strategy and                  growth from a portfolio of investments 
                       objectives of                 in companies developing or operating 
 (1a)       (1a)       the AIF;                      renewable energy projects. 
---------  --------  ----------------------------  ------------------------------------------------------ 
                      if the AIF is 
                       a feeder AIF, 
                       information on 
                       where the master 
 (1a)       (1b)       AIF is established;          N/A 
---------  --------  ----------------------------  ------------------------------------------------------ 
                      if the AIF is 
                       a fund of funds, 
                       information on 
                       where the underlying 
 (1a)       (1c)       funds are established;       N/A 
---------  --------  ----------------------------  ------------------------------------------------------ 
                                                    The Company invests in a portfolio 
                                                     of companies that own wind power, 
                                                     landfill and hydro-electric projects. 
                                                     The Company has focused on investing 
                                                     in companies developing renewable 
                                                     energy projects with installed 
                                                     capacities of up to 20 
                                                     megawatts. Investments are generally 
                                                     in companies which own and operate 
                      a description                  projects initiated by specialist 
                       of the types                  small-scale developers and 
                       of assets in                  smaller projects which are not 
                       which the AIF                 attractive to large development 
 (1a)       (1d)       may invest;                   companies and utilities. 
---------  --------  ----------------------------  ------------------------------------------------------ 
                                                    The Company's investments are 
                                                     made in special purpose vehicles 
                                                     which were set up specifically 
                                                     to develop each project. 
                                                     Investments are made via subscriptions 
                                                     for new share capital, acquiring 
                                                     existing share capital or via 
                                                     loan stock instruments in order 
                      the investment                 to secure a negotiated level of 
                       techniques that               return from the project. 
                       the AIF, or the               Please see the Company's most 
                       AIFM on behalf                recent Annual Report and Financial 
                       of the AIF, may               Statements for further details 
                       employ and all                on the Company's associated risks 
 (1a)       (1e)       associated risks;             and mitigants. 
---------  --------  ----------------------------  ------------------------------------------------------ 
                                                    In order to comply with Venture 
                                                     Capital Trust ("VCT") regulations 
                                                     at least 70% by value of the Company's 
                                                     investments are required to be 
                                                     composed of "qualifying investments" 
                                                     and no more than 15% of the Company's 
                                                     total assets should be in a single 
                                                     investee company at the time the 
                                                     investment is made in that investee 
                                                     company. 
                                                     In accordance with the Company's 
                                                     investment policy, a maximum of 
                                                     10% of the net funds raised from 
                                                     share offers may be invested in 
                      any applicable                 companies developing pre-planning 
 (1a)       (1f)       investment restrictions;      projects. 
---------  --------  ----------------------------  ------------------------------------------------------ 
                      the circumstances 
                       in which the                 The Company does not intend to 
 (1a)       (1g)       AIF may use leverage;         borrow. 
---------  --------  ----------------------------  ------------------------------------------------------ 
                                                    The Company is exposed to gearing 
                      the types and                  through its investee companies 
                       sources of leverage           which typically fund the construction 
                       permitted and                 costs of each project through 
                       the associated                senior debt which is non-recourse 
 (1a)       (1h)       risks;                        to the Company. 
---------  --------  ----------------------------  ------------------------------------------------------ 
                                                    To the extent that borrowing is 
                                                     required, the Directors shall 
                                                     restrict the borrowings of the 
                                                     Company. The aggregate principal 
                                                     amount at any time outstanding 
                                                     in respect of money borrowed by 
                                                     the Company shall not, without 
                      any restrictions               the previous sanction of an ordinary 
                       on the use of                 resolution of the Company, exceed 
                       leverage and                  a sum equal to 10 % of the adjusted 
                       any collateral                share capital and reserves of 
                       and asset reuse               the Company in accordance with 
 (1a)       (1i)       arrangements;                 its Articles. 
---------  --------  ----------------------------  ------------------------------------------------------ 
                      the maximum level 
                       of leverage which 
                       the AIFM is entitled 
                       to employ on 
                       behalf of the 
 (1a)       (1j)       AIF;                         As prescribed above. 

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December 07, 2015 09:40 ET (14:40 GMT)