Edge Performance VCT PLC Result of General Meeting (4295V)
12 Décembre 2013 - 4:14PM
UK Regulatory
TIDMEDGC
RNS Number : 4295V
Edge Performance VCT PLC
12 December 2013
12 December 2013
Edge Performance VCT plc (the "Company")
Results of General Meeting
The Company gives notice that at a general meeting of the
Company held on 12 December 2013, the following resolutions were
duly passed.
The full text of the resolutions is shown below.
SPECIAL RESOLUTION
1. Authority to allot H Shares and disapplication of pre-emption
rights in respect of the New H Share Offer and subsequent
allotments
THAT:
(a) in addition to any existing authorities (to the extent
unused), the directors of the Company (the "Directors") be and are
hereby unconditionally authorised in accordance with section 551 of
the Companies Act 2006 (the "Act") to exercise all the powers of
the Company to allot and to grant rights to subscribe for or to
convert any security into:
(i) New H Shares with an aggregate nominal value of up to GBP2
million in connection with the New H Share Offer; and
(ii) in addition to the authority referred to in paragraph
(a)(i) of this resolution, such further number of H Shares as
represents 10 per cent. of the issued H Share capital immediately
following the final allotment and issue of New H Shares under the
New H Share Offer (in respect of the 2014/15 tax year); and
(b) in addition to any existing authority, the Directors be and
are hereby generally and unconditionally authorised in accordance
with section 570 of the Act to allot equity securities (as defined
in section 560 of the Act) wholly for cash, pursuant to the
authority referred to in this Resolution 1 (a), as if section 561
of the Act did not apply to any such allotment,
such power to expire: (1) in respect of the authority to allot
up to 20 million New H Shares pursuant to the New H Share Offer on
the earlier of five Business Days after the final closing date of
the New H Share Offer and 31 August 2014; and (2) in respect of the
general authority to allot additional H Shares on the earlier of
the annual general meeting of the Company to be held in 2014 and 31
October 2014, save that the Company may at any time prior to the
expiry of such power make an offer or enter into an agreement which
would or might require shares to be allotted or rights to be
granted after the expiry of such power and the Directors are
authorised to allot equity securities in pursuance of such an offer
or agreement as if such power had not expired.
ORDINARY RESOLUTION
2. New H Share Offer Agreement
THAT, subject to and conditional upon (i) the New H Share Offer
becoming unconditional in all respects (other than regards any
condition relating to the passing of this Resolution 2); and (ii)
the passing of Resolution 1 above, the New H Share Offer Agreement
as set out in the circular of the Company dated 8 November 2013
(the "Circular") be and is hereby approved.
SPECIAL RESOLUTION
3. Cancellation of share premium account
THAT, subject to the confirmation of the High Court:
(a) the share capital of the Company in issue immediately
following the final date of Admission of New H Shares pursuant to
the New H Share Offer be reduced by cancelling the entire amount
standing to the credit of the Company's share premium account;
and
(b) subject to any undertaking required by the High Court, the
credit thereby arising in the Company's books of account from the
cancellation of the Company's share premium account pursuant to
paragraph (a) of this resolution be applied in crediting a special
reserve which shall be able to be applied in any manner in which
the Company's profits available for distribution are to be applied
(as determined in accordance with the Act and The Companies
(Reduction of Share Capital) Order 2008), including the buy-back by
the Company of Shares.
ORDINARY RESOLUTION
4. New Investment Management Agreement
THAT, the New Investment Management Agreement, the terms of
which are set out in the Circular, be and is hereby approved.
SPECIAL RESOLUTION
5. Adoption of New Articles of Association
THAT the Shareholders of the Company hereby adopt the new
articles of association in the form produced to the meeting and
initialled by the Chairman for the purposes of identification in
substitution for, and to the exclusion of, the existing articles of
association of the Company.
Terms defined in the circular of the Company dated 8 November
2013 have the same meaning above, save where the context otherwise
requires.
Proxy votes cast were as follows:
Resolution For Against Withheld
----------------------------------------------- ---------- -------- ---------
Special Resolution
----------------------------------------------- ---------- -------- ---------
Authorise directors to allot H shares
1. for cash on a non pre-emptive basis 3,148,179 0 0
--- ------------------------------------------ ---------- -------- ---------
Ordinary Resolution
----------------------------------------------- ---------- -------- ---------
2. Approve the H share offer agreement 3,148,179 0 0
--- ------------------------------------------ ---------- -------- ---------
Special Resolution
----------------------------------------------- ---------- -------- ---------
Approve the cancellation of the Company's
3. share premium account 3,148,179 0 0
--- ------------------------------------------ ---------- -------- ---------
Ordinary Resolution
---------------------------------------------- ---------- -------- --------
Approve the New Investment Management
4. Agreement 2,907,243 138,936 102,000
--- ----------------------------------------- ---------- -------- --------
Special Resolution
---------------------------------------------- ---------- -------- --------
Approve the adoption of the New Articles
5. of Association 3,117,354 30,825 0
--- ----------------------------------------- ---------- -------- --------
For further information please contact:
Edge Investments, Investment Manager: 020 7317 1300
The City Partnership (UK) Limited, Company Secretary: 0131 243
7210.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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