13 June 2008
Quester VCT plc
("Quester" or the "Company")
New manager incentive scheme
and notice of extraordinary general meeting
In the recent Annual Report sent to shareholders on 30 April 2008, the Board
announced its intention to bring the existing performance incentive
arrangements with the manager, SPARK Venture Management Limited (the
"Manager"), to an end and to establish a new performance incentive arrangement.
The Company announces that it has today posted a circular and notice of an
extraordinary general meeting to its shareholders seeking approval for the
creation of a new incentive scheme for the Manager. The Company proposes to
establish a new incentive scheme by entering into a loan note instrument
creating up to £75,000 in nominal value of loan notes (the "Loan Notes"). The
entry by the Company into the loan note instrument and the issue of Loan Notes
requires the approval of shareholders, because it is not a transaction of a
revenue nature in the ordinary course of the Company's business and constitutes
a "related party transaction" for the purposes of the Listing Rules.
Directors and senior executives of the Manager and a subsidiary of the Manager
will be given an opportunity to participate in the proposed scheme by being
offered an entitlement to subscribe for Loan Notes. The Loan Notes will be
subscribed for in cash at the nominal value of the Loan Notes. To the extent
that any entitlements are not taken up, these will be subscribed for by a
subsidiary of the Manager. Andrew Carruthers, a director of the Company and of
the Manager is expected to subscribe for up to £10,000 in nominal value of the
The Loan Notes will entitle the Holders to interest at a rate of 3 per cent.
per annum. Rewards under the performance incentive scheme will take the form of
additional interest on the Loan Notes (the "Additional Interest") which will be
dependent on the financial performance of the Company. Additional Interest
under the proposed scheme will be paid each year, based on year-on-year total
returns (net asset values plus cumulative dividends paid) achieved in excess of
a hurdle return of 5 per cent. of the opening net asset value each year,
starting from the net asset value at 31 December 2007, and will be calculated
as 20 per cent. of that excess. If at the end of any future accounting period
the total return to Shareholders falls short of the highest level achieved in
any previous accounting period commencing from 2008 (a "High-water Mark"), then
Additional Interest will not be payable until the High-water Mark, plus the 5
per cent. hurdle return, is exceeded. Two-thirds of the entitlement to
Additional Interest under the scheme will be paid out upon finalisation of the
accounts for the year in question and one-third will be retained in escrow for
a further 24 months.
The Board has proposed the new scheme in order to incentivise the Manager to
optimise returns to Shareholders.
Further details of the proposed incentive scheme and loan note instrument and
Loan Notes are included within the circular. There will be an informal
presentation of the proposal set out in this circular for the benefit of
Shareholders attending the annual general meeting to be held on 18 June 2008
ahead of the extraordinary general meeting. The extraordinary general meeting
of the Company will be held at Dartmouth House, 37 Charles Street, London W1J
5ED at 2.30 p.m. on 1 July 2008.
A copy of the circular date 12 June 2008 is will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at: Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London E14 5HS.
For further information please contact:
Quester VCT plc
Nghi Tran, Secretary
Tel: 0207 851 7777