KKV Secured Loan Fund Limited Amendment and Termination of IMA (2422J)
20 Agosto 2021 - 1:00AM
UK Regulatory
TIDMKKVL
RNS Number : 2422J
KKV Secured Loan Fund Limited
20 August 2021
20 August 2021
KKV Secured Loan Fund Limited
LEI: 2138007S3YRY3IUU4W39
Amendment and Termination of Investment Management Agreement
Smaller Related Party Transaction
The Board of KKV Secured Loan Fund Limited (the "Company")
announces that it has reached an agreement with its portfolio
manager KKV Investment Management Ltd ("KKVIM") to amend the
Investment Management Agreement (the "IMA") between the Company,
KKVIM and International Fund Management Limited ("IFM"), the
Company's AIFM, and for the IMA to terminate with effect from
midnight on 31 December 2021 (the "Agreement").
Since the appointment of KKVIM as portfolio manager in June
2020, the value of the Company's total assets has significantly
reduced as a result of capital returns of approximately GBP122.6
million across the two share classes (including the capital return
due on 13 September 2021, as recently announced) and asset
impairments following KKVIM's detailed review of the portfolio. As
KKVIM's management fees are determined by reference to the
Company's net asset value ("NAV"), KKVIM has advised the Board
that, following the significant reduction in the Company's NAV for
the reasons described above, a review of the terms of the IMA is
required.
At the same time, following the good progress that has been made
with the Company's realisation programme since KKVIM became
portfolio manager, the Board had also been giving consideration to
the ongoing management of the Company's portfolio as capital is
returned to shareholders, with the expectation that the management
arrangements would need to change as assets reduce over time. In
light of this, and following discussions with KKVIM, the Company
and KKVIM have reached a revised agreement for the period to 31
December 2021, while allowing for an orderly transition of the
management of the portfolio to the Company as it seeks to complete
its realisation programme.
The key terms of the Agreement are set out below:
-- Management fees payable by the Company to KKVIM of: (i)
GBP230,000 for the month of July 2021; and (ii) GBP218,500 per
month from 1 August 2021 to 31 December 2021;
-- A payment of GBP100,000 in total payable by the Company to
KKVIM conditional on the publication of the Company's audited
accounts for the financial year ending 30 June 2021 and the
continued provision of certain employees' services to the Company
to 31 December 2021;
-- The clawback arrangement, as set out in the announcement by
the Company on 13 November 2020, being cancelled with effect from 1
July 2021. It had previously been agreed that the amounts payable
by KKVIM to the Company under the clawback arrangement would be
deducted from the ongoing management fees payable by the Company to
KKVIM. The amount outstanding as at 1 July 2021, representing
approximately 44.6 per cent. of the total clawback amount, shall be
cancelled; and
-- The IMA will terminate with effect from midnight on 31
December 2021. No party has the right to terminate the IMA prior to
this date without cause. No fees shall be payable by either party
on termination other than those referred to above. In particular,
the Company will not be required to make any payment to KKVIM for
the termination of the IMA within the first 36 months of KKVIM's
appointment (where the IMA currently states that the Company would
be required to reimburse KKV for certain costs that the Company
would otherwise have incurred in connection with the transfer of
the management contract to KKVIM in June 2020).
KKVIM is a related party to the Company pursuant to LR 15.5.4R
and the Agreement is a 'smaller related party transaction' within
the scope of LR 11.1.10R.
The Board is of the view that the Agreement provides for the
ongoing management of the portfolio to 31 December 2021 and allows
for an orderly transition of the portfolio to the Company. Brett
Miller, director of the Company, has been working closely with the
team at KKVIM with respect to asset realisations and ongoing
management of the assets and Mr Miller will continue to be directly
involved in the managed wind-down of the Company's portfolio
following the termination of the IMA. A further announcement
regarding the ongoing management of the portfolio will be made in
due course. For the avoidance of doubt, IFM will remain as the
Company's AIFM.
The Company also announces that the dispute between KKVIM and
SQN Capital Management, LLC, as announced on 25 June 2021, has been
settled .
The Board is also giving consideration to the adoption of a new
incentive plan for the directors, employees and consultants going
forward and a further announcement in this regard will be made in
due course.
This announcement contains inside information for the purposes
of Article 7 of UK version of EU Regulation 596/2014 as it forms
part of domestic law by virtue of the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.
For further information please contact:
KKV Secured Loan Fund Limited via the Company Secretary
Brett Miller
BNP Paribas Securities Services S.C.A., Guernsey
Branch
Company Secretary 01481 750 853
Winterflood Securities Limited
Neil Langford
Chris Mills 020 3100 0000
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