THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION
This announcement contains inside information as defined in the Market Abuse Regulation No 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").
12 May 2025
VPC Specialty Lending Investments PLC
Second Return of Capital through the B Share Scheme
The Board of VPC Specialty Lending Investments plc (the "Company") is pleased to announce a second return of capital via the B Share Scheme.
The Company's managed wind-down investment policy was approved by shareholders in June 2023. Since the initial B-Share distribution in April 2024, the Company has made progress in realising value both through debt repayments and the sale of equity securities. On 9 May 2025, the Company received full repayment of the Senior Secured Note of $50.3 million from the refinance of the Deinde Group, LLC (d/b/a, Integra Credit) ("Integra") senior secured term loan. After the refinance, the Company still holds a residual term note of $18.7 million in Integra which consists of the existing non-interest-bearing term note and uncollected accrued interest at the time of the transaction.
After considering the Company's projected working capital requirements, the Board has decided to make a second distribution to shareholders of £43 million through the issue and redemption of B Shares. The capital to be returned represents approximately 29.3 percent of the Company's Net Asset Value as at 31 December 2024.
Pursuant to the authority received from shareholders at a general meeting of the Company held on 5 April 2024 B Shares of 1 penny each will be paid up out of the reserves of the Company and issued to all Shareholders by way of a bonus issue pro-rata to their holding of Ordinary Shares held at the Record Date of 6 p.m. on 21 May 2025. The B Shares will be issued on 22 May 2025 and redeemed at 1 penny per B Share. The Redemption Date in respect of this initial return of capital is 29 May 2025. The proceeds from the redemption of the B Shares will be sent to uncertificated Shareholders through CREST or via cheque to certificated Shareholders on or around 12 June 2025.
Shareholders are reminded that the issue of B Shares will not reduce the number of the Company's ordinary shares in issue. However, following the issue and redemption of B Shares, the NAV (and NAV per ordinary share) will be reduced by the total amount of capital returned and the share price is likely to reflect the reduction in NAV. The pence per ordinary share amount of any dividends is therefore expected to reduce as a consequence of the reduction in NAV and, over time, through the changing composition of the portfolio.
The Company will continue to realise value from its debt and equity positions and will allocate the proceeds as between required dividend distributions and further returns of capital through the B-Share scheme and/or alternative forms of return after considering the working capital needs of the Company. The Board is not able to specify the timing and amount of future returns, which will continue to depend on the repayment of the Company's debt assets as well as the sale of other securities. One of the advantages of the B Share Scheme is that returns of capital can be made to shareholders on a more cost-effective basis than, for example, through a tender offer and this would allow for smaller and potentially more frequent returns to be made.
Terms used and not defined in this announcement have the meanings given to them in the circular to the Company's shareholders dated 15 March 2024.
Timetable
It is expected that the timetable will be as follows:
| Announcement of B Share exchange ratio | 20 May 2025 |
| Record Date of initial return of capital | 6 p.m. on 21 May 2025 |
| Issue of Bonus shares | 22 May 2025 |
| Redemption Date of initial return of capital | 29 May 2025 |
| Payment date for CREST | 12 June 2025 |
| Dispatch of cheques in respect of certificated shareholders | 12 June 2025 |
Enquiries
For further information, please contact:
| Victory Park Capital Gordon Watson Sora Monachino | via Winterflood (below) info@vpcspecialtylending.com |
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| Winterflood Securities Limited | Tel: +44 20 3100 0000 |
| Neil Morgan Haris Khawaja
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| MUFG Corporate Governance Limited (Company Secretary) | Tel: +44 20 7954 9567 Email: vpc@cm.mpms.mufg.com |
About VPC Specialty Lending Investments PLC
VPC Specialty Lending Investments PLC (Company No. 9385218) is a UK listed investment trust focused on realising the Company's investments in an orderly manner, that is, with a view to achieving a balance between returning cash to Shareholders promptly and maximising value.
Further information on VPC Specialty Lending Investments PLC is available at: http://vpcspecialtylending.com.
LEI: 549300UPEXC5DQB81P34
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