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VPC Specialty Lending Investments Proxy Solicitation & Information Statement 2015

Sep 8, 2015

5243_rns_2015-09-08_d0d33269-2ac6-4f19-9b5e-a235f03d19a0.pdf

Proxy Solicitation & Information Statement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are in a country outside the United Kingdom, another appropriately authorised independent financial adviser.

If you were a Shareholder and have sold or otherwise transferred all your Shares, please send this document (but not any accompanying personalised Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, neither this document nor any accompanying document(s) should be forwarded or transmitted to or in any jurisdiction outside the United Kingdom where to do so may violate any legal or regulatory requirement. If you are an existing holder of Shares and you have sold or transferred part only of your registered holding of Shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

Jefferies International Limited (“Jefferies”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for VPC Specialty Lending Investments PLC and for no one else, including any recipient of this document, in connection with the Proposals, the Share Issuance Programme and other matters referred to in this document and will not be responsible to anyone other than VPC Specialty Lending Investments PLC for providing the protections afforded to clients of Jefferies or for affording advice in relation to the Share Issuance Programme or any matter referred to in this document.


VPC Specialty Lending Investments PLC

(Incorporated in England & Wales under the Companies Act 1985 with registered number 9385218)

(An investment company under section 833 of the Companies Act 2006)

Proposals to grant authority to allot up to 500 million Shares in aggregate on a non-pre-emptive basis for the purposes of the Share Issuance Programme

and

Notice of General Meeting

Notice of a General Meeting to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 2.30 p.m. on 24 September 2015 is set out at the end of this document. The Proposals described in this document are conditional upon Shareholder approval of the Resolutions at the General Meeting.

Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the General Meeting. A Shareholder may appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the meeting, provided that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that Shareholder. A proxy need not be a member of the Company. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or, in the case of shares held through CREST, via the CREST system (see Note 8 to the Notice of General Meeting below). Alternatively, a Shareholder may appoint a proxy electronically at www.capitashareportal.com. In each case for proxy appointments to be valid, they must be received no later than 2.30 p.m. on 22 September 2015.

The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. Neither this document nor any copy of it may be distributed directly or indirectly to any persons with addresses in the United States, Canada, Australia, the Republic of South Africa or Japan, or to any corporation, partnership or other entity created or organised under the laws thereof, or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement.


TABLE OF CONTENTS

EXPECTED TIMETABLE 1
PART 1 – LETTER FROM THE CHAIRMAN 2
PART 2 – DEFINITIONS 6
NOTICE OF GENERAL MEETING 8


EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Proxy
2.30 p.m. on 22 September 2015

General Meeting
2.30 p.m. on 24 September 2015

Share Issuance Programme opens
8 September 2015

Share Issuance Programme closes
7 September 2016

All references to time in this document are to London time.

Notes:

  1. Each of the times and dates referred to in the expected timetable above and elsewhere in this document may be extended or brought forward at the discretion of the Company. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.
  2. All times referred to in this document are, unless otherwise stated, references to London time.

1


PART 1 – LETTER FROM THE CHAIRMAN

VPC Specialty Lending Investments PLC

(Incorporated in England and Wales under the Companies Act 1985 with registered number 9385218)
(An investment company under section 833 of the Companies Act 2006)

Directors Registered Office
Andrew Adcock (Chairman) 40 Dukes Place
Kevin Ingram London
Elizabeth Passey EC3A 7NH
Clive Peggram

8 September 2015

Dear Sir or Madam

  1. Introduction

The Company was launched as a closed-ended investment company on 17 March 2015. The Company carries on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010. The Shares are admitted to the premium segment of the Official List of the UK Listing Authority and are traded on the London Stock Exchange's main market for listed securities.

The Board of the Company announced today details of its proposals to enable the Company to issue further Shares pursuant to a share issuance programme of up to 500 million Shares (the "Share Issuance Programme") in aggregate. The Company has published the Prospectus (comprising the Registration Document, the Securities Note and the Summary) containing details of the Share Issuance Programme. The Prospectus is available on the Company's website (http://vpcspecialtylending.com/) and the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm and hard copies of the Prospectus can be obtained free of charge from the Receiving Agent, Capita Asset Services, at PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. You should not subscribe for any Shares referred to in this document except on the basis of information contained in or incorporated by reference into the Prospectus.

The Share Issuance Programme will permit the Company to issue Shares to investors without having to first offer them pro rata to existing Shareholders.

The purpose of this document is to provide Shareholders with details of the proposed Share Issuance Programme and to set out the reasons why the Directors are recommending that Shareholders vote in favour of the Resolutions, described in paragraph 6 of this letter, at the General Meeting.

  1. Background to and reasons for the Share Issuance Programme

Since the IPO of the Company in March 2015, the Investment Manager has been able to invest rapidly the net proceeds in accordance with the investment policy of the Company and, on 22 July 2015, the Company announced that the net IPO proceeds had been substantially fully invested, ahead of the Company's stated target to do so within six months of admission.

In light of the Investment Manager's strong pipeline of investment opportunities in both existing and new Platforms, the Company has also announced its intention to raise additional funds via a C share issue, pursuant to the share issuance programme.

In light of the extension of the range of eligible investments in an ISA, announced by HMRC in June 2015, the Shares became ISA eligible with effect from 1 July 2015. In order to enable existing and new UK shareholders to take advantage of the tax benefits of holding Shares within an ISA wrapper, the Company has decided to issue the C shares by way of an offer for subscription and intermediaries offer, in addition to an institutional placing. This offer structure requires the production of a new UKLA approved prospectus, which was published today.


The Directors wish to retain the flexibility to issue further shares pursuant to a share issuance programme, with the ability to include further offers for subscription alongside institutional placings. As such, the Directors are proposing to implement a new share issuance programme for up to 500 million ordinary and/or C shares in aggregate. Assuming an initial issue of at least 200 million C Shares, as announced today, the Company would have authority to issue up to a further 300 million Shares in aggregate over the course of the Share Issuance Programme.

3. Benefits of the Share Issuance Programme

The Directors believe that the Share Issuance Programme offers the following principal benefits as outlined at the time of IPO:

  • the net proceeds will be used to take advantage of near to medium term opportunities to make further investments in the specialty lending sector in accordance with the Company's investment policy and investment objective;
  • the additional monies raised will enable the Investment Manager to diversify further the Company's portfolio;
  • allow the Company to tailor future equity issues to its immediate pipeline of investments, providing flexibility and minimising cash drag;
  • the option to issue C Shares will avoid dilution of existing holdings until at least 90 per cent. of the proceeds of any C share issue are deployed; existing holders would therefore not be participating in a portfolio containing a substantial amount of un-invested cash before the conversion of any C Shares in issue;
  • enable the Company to issue new Shares tactically so as to manage better the premium to Net Asset Value per Share at which the Shares may trade;
  • an increase in the size of the Company should improve liquidity and enhance the marketability of the Company, resulting in a broader investor base over the longer term; and
  • enable the Company to grow, thereby spreading fixed costs over a larger capital base which should reduce ongoing expenses per Share.

The Share Issuance Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue Shares over a period of time. The maximum number of Shares to be issued pursuant to the Share Issuance Programme is 500 million in aggregate. Such Shares will, subject to the Company's decision to proceed with an allotment at any given time, be issued at the Issue Price as further described below. No Shares will be issued at a discount to the Net Asset Value per Share at the time of the relevant allotment.

Applications will be made to the UKLA and the London Stock Exchange for all the new Shares to be issued pursuant to the Share Issuance Programme to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (each, an "Admission"). All Shares issued pursuant to the Share Issuance Programme will be allotted conditionally on such Admission occurring.

The relevant class of Shares issued pursuant to the Share Issuance Programme will rank pari passu with the equivalent class of Shares then in issue (save for any dividends or other distributions declared, made or paid on the Shares by reference to a record date prior to the allotment of the relevant new Shares).

The Share Issuance Programme Price

C Shares will be issued at the price of £1.00 per C Share. No Ordinary Shares will be issued at a discount to the cum-income Net Asset Value per Ordinary Share at the time of the relevant allotment. The Company will not issue any Ordinary Shares at a discount of 10 per cent. or more to the middle market price of the Ordinary Shares at the relevant time without Shareholder approval. The Directors will determine the Share Issuance Programme Price so as to cover the costs and expenses of each issue under the Share Issuance Programme and to thereby avoid any dilution of the Net Asset Value of the existing Ordinary Shares. In determining the Share Issuance Programme Price, the Directors will also take into consideration, inter alia, the prevailing market conditions at that time.


4

Use of proceeds

The Investment Manager continues to see a strong pipeline of investment opportunities across a range of specialty lending platforms. Near term opportunities include greater capacity with existing Platforms through organic loan growth, geographic breadth and product expansion including multiple products which are proprietary to the Investment Manager. Additionally, further opportunities exist to gain exposure to new Platforms to the Company, including several Platforms with which the Investment Manager has existing agreements. Over the last five months, across the Company and other investment vehicles it manages, the Investment Manager has been deploying capital into existing Platform capacity at an average monthly rate of approximately US$120 million.

The net proceeds of the Share Issuance Programme, after providing for the Company's operational expenses, will be used to purchase investments sourced by the Investment Manager in line with the Company's investment policy.

Issued Share capital

As at the latest practicable date prior to the publication of this document, the Company's issued Share capital was 200,000,000 Ordinary Shares. There were no Shares held in treasury.

General Meeting

The authority to issue 500 million Ordinary Shares and/or C Shares in aggregate is conditional on the approval by Shareholders of the Resolutions to be proposed at the General Meeting of the Company which has been convened for 2.30 p.m. on 24 September 2015.

The Resolutions that will be put to Shareholders at the General Meeting are to:

  1. authorise the allotment of up to 500 million Ordinary Shares and/or C Shares; and
  2. disapply statutory pre-emption rights otherwise applicable to the allotment of up to 500 million Shares for cash such that new Shares do not first have to be offered to Shareholders in proportion to their holdings of Shares,

(the "Resolutions").

Both Resolutions need to be passed in order for the Share Issuance Programme to proceed up to this amount.

In the event that the Resolutions are not passed then the Directors will proceed with the share issuance programme up to the amount authorised at the time of the IPO.

The authority conferred by the Resolutions, if passed, will lapse on 7 September 2016.

Resolution 1 will be proposed as an ordinary resolution and resolution 2 will be proposed as a special resolution. An ordinary resolution requires a simple majority of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed. A special resolution requires a majority of at least 75 per cent. of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed.

All Shareholders are entitled to attend and vote at the General Meeting. In accordance with the Articles, all Shareholders entitled to vote and present in person or by proxy at the General Meeting shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two or more Shareholders to be present in person or by proxy (or, if a corporation, by representative).

The formal notice convening the General Meeting is set out on pages 9 to 12 of this document.

Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting.

Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Company's Registrar, Capita Asset Services at PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or deliver it by hand during office hours only to the same address. Alternatively, you may appoint your proxy electronically using the Shareportal Service at www.capitashareportal.com by following the instructions, or if


you hold your shares in CREST, you can appoint a proxy via the CREST system. If not already registered for the Registrar's share portal, you will need your investor code which can be found on your share certificate. In any case, for proxy appointments to be valid they must be received as soon as possible and in any event by no later than 2.30 p.m. on 22 September 2015.

Shareholders are requested to complete and return a Form of Proxy whether or not they wish to attend the General Meeting. The return of a Form of Proxy will not prevent Shareholders from attending the General Meeting and voting in person should they so wish.

8. Recommendation

The Board considers that the proposed Share Issuance Programme is in the best interests of the Company and its Shareholders as a whole. Accordingly the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

The Directors intend to vote in favour of the Resolutions in respect of their holdings of Shares amounting to 130,000 Shares in aggregate (representing approximately 0.065 per cent. of the issued share capital of the Company as at 7 September 2015 (being the latest practicable date prior to the publication of this document)).

Yours faithfully

Andrew Adcock

(Chairman)


PART 2 – DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

“Admission” each admission of the new Shares to be issued pursuant to the Share Issuance Programme to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities

“Board” the board of Directors, including any duly constituted committee thereof

“C Shares” C Shares of 10 pence each in the capital of the Company

“certificated” or “in certificated form” not in uncertificated form

“Company” VPC Specialty Lending Investments PLC

“CREST” the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as operator pursuant to the CREST Regulations

“Directors” the directors of the Company, whose names appear on page 2 of this document

“FCA” Financial Conduct Authority

“Form of Proxy” the form of proxy accompanying this document for use at the General Meeting

“FSMA” the Financial Services and Markets Act 2000, as amended

“General Meeting” the general meeting of the Company convened for 2.30 p.m. on 24 September 2015

“HMRC” HM Revenue & Customs

“Investment Manager” Victory Park Capital Advisors, LLC

“Initial Public Offering” or “IPO” the placing and offer for subscription of up to 200 million Ordinary Shares which were admitted to trading on 17 March 2015

“Issue Price” the price at which new Shares will be issued pursuant to the Share Issuance Programme, being such price, not less than the aggregate of the prevailing Net Asset Value per Share and a premium to cover the commissions and expenses of the issue of new Shares under the Share Issuance Programme, subject to the requirements of the Listing Rules

“Jefferies” Jefferies International Limited

“London Stock Exchange” London Stock Exchange plc

“NAV” or “Net Asset Value” in relation to the Company, the net asset value of the Company including current period revenue as calculated by the Company in accordance with the Company’s normal accounting policies or, in relation to a Share, the net asset value of the Company as so calculated divided by the number of Shares in issue on the relevant date of calculation (excluding any Shares held in treasury)

“Ordinary Shares” ordinary shares of £0.01 each in the capital of the Company

“Proposals” the proposals described in this document

“Register” the register of Shareholders

“Regulatory Information Service” a regulatory information service approved by the FCA and on the list of regulatory information services maintained by the FCA

6


7

"Resolutions"
the resolutions to be proposed at the General Meeting

"Share Issuance Programme"
the proposed programme of placings of up to 500 million Shares as described in this document

"Share Issuance Programme Price"
the price at which Ordinary Shares and/or C Shares will be issued pursuant to a Subsequent Issue under the Share Issuance Programme to prospective investors

"Shareholders"
holders of Shares

"Shares"
Ordinary Shares and/or C Shares, as the context may require

"uncertificated form" or "in uncertificated form"
recorded in the Register as being held in uncertificated form in CREST and title to which may be transferred by means of CREST

"United Kingdom" or "UK"
the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"
the United States of America, its jurisdictions and possession, any state of the United States and the District of Columbia


NOTICE OF GENERAL MEETING

VPC Specialty Lending Investments PLC

(Incorporated in England and Wales under the Companies Act 1985 with registered number 9385218)

(An investment company under section 833 of the Companies Act 2006)

Notice is hereby given that a General Meeting of VPC Specialty Lending Investments PLC (the "Company") will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 2.30 p.m. on 24 September 2015 to consider and, if thought fit, approve the following resolutions, of which Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution:

ORDINARY RESOLUTION

  1. THAT, conditional upon the passing of Resolution 2 below (but for its own conditionality on the passing of this Resolution 1) in substitution for any existing authorities, the Board be and it is hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the Companies Act 2006) up to an aggregate nominal amount of £50,000,000 which authority shall expire on 7 September 2016 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired and provided further that the authority hereby provided shall be capped at the allotment of no more than 500 million equity securities in number.

SPECIAL RESOLUTION

  1. THAT, conditional upon the passing of Resolution 1 above, in substitution to any existing authorities, the Board be and is hereby empowered, pursuant to section 570 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 1 above and/or where such allotment constitutes an allotment of equity securities by virtue of section 573 of the said Act, as if section 561 of the said Act did not apply to such allotment, and shall expire on 7 September 2016 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

By order of the Board

8 September 2015

Capita Company Secretarial Services Limited

Registered Office

40 Dukes Place

London

EC3A 7NH

Notes:

As a Shareholder, you have the right to attend, speak and vote at the forthcoming General Meeting or at any adjournment(s) thereof. In order to exercise all or any of these rights, you should read the following explanatory notes to the business of the General Meeting.

  1. The Company specifies that only those Shareholders registered on the register of members of the Company as at close of business on 22 September 2015 (or in the event that the meeting is adjourned, only those Shareholders registered on the register of members of the Company as at 6.00 pm on the day which is 48 hours prior to the adjourned meeting) shall be entitled to attend in person or by proxy and vote at the General Meeting in respect of the number of Shares registered in their name at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

9

2 A member entitled to attend and vote at this meeting may appoint one or more persons as his/her proxy to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the Company. If multiple proxies are appointed they must not be appointed in respect of the same Shares. To be effective, the enclosed form of proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the Company's Registrar, Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 48 hours before the time of the meeting. As an alternative to completing a hard-copy proxy form, you can appoint a proxy electronically at www.capitashareportal.com. Such electronic appointment must also be made by not later than 48 hours before the time of the meeting. If you return more than one proxy appointment, either by paper or electronic communication, that received last by the Registrar before the latest time for the receipt of proxies will take precedence. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.

The appointment of a proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every share of which he/she is the holder.

The termination of the authority of a person to act as proxy must be notified to the Company in writing. In the case of joint holders of a Share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall be determined by the order in which the names of the holders stand in the register.

Any question relevant to the business of the General Meeting may be asked at the meeting by anyone permitted to speak at the meeting. You may alternatively submit your question in advance by letter addressed to the Company Secretary at the registered office.

3 A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.

4 The statements of the rights of members in relation to the appointment of proxies in Note 2 above do not apply to a Nominated Person. The rights described in that Note can only be exercised by registered members of the Company.

5 As at 7 September 2015 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital amounted to 200,000,000 Shares carrying one vote each and the total number of voting rights was 200,000,000.

6 A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. On a vote on a resolution on a show of hands, each authorised person has the same voting rights as the corporation would be entitled to. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same Shares:

(a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way;

(b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised.

7 In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the business being dealt with at the meeting put by a member attending the meeting to be answered. No such answer need be given if:

(a) to do so would:

(i) interfere unduly with the preparation for the meeting, or

(ii) involve the disclosure of confidential information;

(b) the answer has already been given on a website in the form of an answer to a question; or

(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.


8 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be received by the Company’s agent ID RA10 by the latest time for receipt of proxy appointments specified in Note 2 above.

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions.

It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

9 Defined terms in this Notice of General Meeting and the Resolutions have the same meanings as given to them in the circular published by the Company dated 8 September 2015 save where the context requires otherwise.

10 A copy of the notice of this meeting is available on the Company’s website: www.vpcspecialtylending.com.

10


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“哈,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,你是个小伙子,


Printed by RR Donnelley, 74185