AAVC Albion Venture Capital Trust Plc

 
TIDMAAVC 
 
 
   At the Annual General Meeting of Albion Venture Capital Trust PLC (the 
"Company"), duly convened and held at The City of London Club, 19 Old 
Broad Street, London EC2N 1DS on 8 August 2016 at 11.00am, the following 
resolutions were passed: 
 
   Ordinary resolutions numbers 1 to 7 were passed. In addition the 
following items of Special Business were passed of which resolution 8 
was passed as an ordinary resolution and 9 to 11 were passed as special 
resolutions. 
 
   Special Business 
 
   8. Authority to allot shares 
 
   That the Directors be generally and unconditionally authorised in 
accordance with section 551 of the Companies Act 2006 (the "Act") to 
allot shares of nominal value 1 penny per share in the Company up to an 
aggregate nominal amount of GBP172,888 representing approximately 20 per 
cent. of the total Ordinary share capital, provided that this authority 
shall expire 18 months from the date that this resolution is passed, or 
at the conclusion of the next Annual General Meeting, whichever is 
earlier, but so that the Company may, before the expiry of such period, 
make an offer or agreement which would or might require shares to be 
allotted after the expiry of such period and the Directors may allot 
shares pursuant to such an offer or agreement as if the authority had 
not expired. 
 
   9. Authority for the disapplication of pre-emption rights 
 
   That the Directors be empowered, pursuant to section 570 of the Act, to 
allot equity securities (within the meaning of section 560 of the Act) 
for cash pursuant to the authority conferred by resolution number 8 as 
if section 561(1) of the Act did not apply to any such allotment, 
provided that this power shall be limited to the allotment of equity 
securities: 
 
   (a) in connection with an offer of such securities by way of rights 
issue; 
 
   (b) in connection with any Dividend Reinvestment Scheme introduced and 
operated by the Company; 
 
   (c) in connection with any top up offer; and 
 
   (d) otherwise than pursuant to paragraphs (a) to (c) above, up to an 
aggregate nominal amount of GBP172,888 for Ordinary shares. 
 
   This authority shall expire 18 months from the date that this resolution 
is passed or, if earlier, the conclusion of the next Annual General 
Meeting of the Company, 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 Directors may allot 
equity securities in pursuance of any such offer or agreement as if this 
power had not expired. 
 
   This power applies in relation to a sale of treasury shares as if all 
references in this resolution to an allotment included any such sale and 
in the first paragraph of the resolution the words "pursuant to the 
authority conferred by resolution number 8" were omitted in relation to 
such a sale. 
 
   "Rights issue" means an offer of equity securities to holders of shares 
in the capital of the Company on the register on a record date fixed by 
the Directors in proportion as nearly as may be to the respective 
numbers of Ordinary shares held by them, but subject to such exclusions 
or other arrangements as the Directors may deem necessary or expedient 
to deal with any treasury shares, fractional entitlements or legal or 
practical issues arising under the laws of, or the requirements of any 
recognised regulatory body or any stock exchange in, any territory or 
any other matter. 
 
 
 
   10. Authority to purchase own shares 
 
   That the Company be generally and unconditionally authorised to make 
market purchases (within the meaning of section 693(4) of the Act) of 
Ordinary shares of 1 penny each in the capital of the Company ("Ordinary 
shares"), on such terms as the Directors think fit, and where such 
shares are held as treasury shares, the Company may use them for the 
purposes set out in section 727 of the Act, provided that: 
 
   (a) the maximum aggregate number of shares hereby authorised to be 
purchased is 14.99 per cent. of the issued Ordinary share capital of the 
Company as at the date of the passing of this resolution; 
 
   (b) the minimum price which may be paid for a share shall be 1 penny 
(exclusive of expenses); 
 
   (c) the maximum price (exclusive of expenses) which may be paid for a 
share shall be an amount being not more than the higher of (i) 105 per 
cent. of the average of the middle market quotations (as derived from 
the Daily Official List of the London Stock Exchange) for the shares for 
the five business days immediately preceding the date of purchase and 
(ii) the higher of the price of the last independent trade and the 
highest current independent bid relating to a share on the trading venue 
where the purchase is carried out; and 
 
   (d) unless previously varied, revoked or renewed, the authority hereby 
conferred shall expire 18 months from the date that this resolution is 
passed or, if earlier, at the conclusion of the Annual General Meeting 
of the Company to be held after the passing of this resolution, save 
that the Company may, at any time prior to such expiry, enter into a 
contract or contracts to purchase shares under such authority which 
would or might be completed or executed wholly or partly after the 
expiration of such authority and may make a purchase of shares pursuant 
to any such contract or contracts as if the authority conferred hereby 
had not expired. 
 
   Under the Companies (Acquisition of Own Shares) (Treasury Shares) 
Regulations 2003 (the "Regulations"), Ordinary shares purchased by the 
Company out of distributable profits can be held as treasury shares, 
which may then be cancelled or sold for cash. The authority sought by 
this special resolution is intended to apply equally to shares to beheld 
by the Company as treasury shares in accordance with the Regulations. 
 
   11. Authority to sell treasury shares 
 
   That the Directors be empowered to sell treasury shares at the higher of 
the prevailing current share price and the price bought in at. 
 
   8 August 2016 
 
   For further information please contact: 
 
   Albion Ventures LLP 
 
   Tel: 0207 601 1850 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Albion Venture Capital Trust PLC via Globenewswire 
 
   HUG#2033896 
 
 
  http://www.closeventures.co.uk 
 

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August 08, 2016 10:47 ET (14:47 GMT)

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