Albion Ven Cap Trust Agm Statement
August 14 2017 - 8:40AM
UK Regulatory
TIDMAAVC
At an Annual General Meeting of Albion Venture Capital Trust PLC, duly
convened and held at the City of London Club, 19 Old Broad Street,
London on 14 August 2017 the following resolutions were passed:
Ordinary resolutions numbers 1 to 8 were passed. The following items of
Special Business were passed of which resolutions 9 and 11 and 12 were
passed as ordinary resolutions and 10 and 13 to 15 were passed as
special resolutions.
Special Business
9. Continuation as a venture capital trust
To continue as a venture capital trust until the Annual General Meeting
of the Company in 2027.
10. Amendment of Article 136
That existing Article 136 in the Articles of Association of the Company
be deleted and the following new Article 136 be inserted "At the Annual
General Meeting of the Company in 2027 and, if the Company has not been
wound-up or unitised or re-organised at each tenth Annual General
Meeting of the Company thereafter, the Directors shall procure that an
ordinary resolution will be proposed to the effect that the Company
shall continue in being as a venture capital trust."
11. Increase in Directors' aggregate remuneration
That under Article 79 of the Articles of the Company, the authority for
the total amount of the ordinary remuneration that all Directors may be
paid should be increased to an amount not exceeding GBP150,000 per year
in aggregate.
12. 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 GBP190,845 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.
13. 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 12
and/or sell ordinary shares held by the Company as treasury shares for
cash as if section 561(1) of the Act did not apply to any such allotment
or sale.
Under this power the Directors may impose any limits or restrictions and
make any arrangements which they deem necessary or expedient to deal
with any treasury shares, fractional entitlements, record dates, legal,
regulatory or practical problems in, or laws of, any territory or other
matter, arising under the laws of, or the requirements of any recognised
regulatory body or any stock exchange in, any territory or any other
matter.
This power shall expire 15 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.
14. 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 be
held by the Company as treasury shares in accordance with the
Regulations.
15. 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.
14 August 2017
For further information please contact:
Albion Capital Group LLP
Company Secretary
Tel: 020 601 1850
LEI Code 213800JKELS32V2OK421
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq 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
http://www.closeventures.co.uk
(END) Dow Jones Newswires
August 14, 2017 08:40 ET (12:40 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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