Albion EnterpriseVCT Agm Statement
August 21 2018 - 9:26AM
UK Regulatory
TIDMAAEV
At an Annual General Meeting of Albion Enterprise VCT PLC, duly convened
and held at the City of London Club, 19 Old Broad Street, London on 21
August 2018 the following resolutions were passed:
Ordinary resolutions numbers 1 to 9 were passed. The following items of
Special Business were passed of which resolutions 10 and 11 were passed
as ordinary resolutions and 12 to 14 were passed as special resolutions.
Special Business
10. Change in investment policy
That the Company's investment policy be amended by replacing the wording
under the heading "Investment policy" in the current policy with the
following wording:
"The Company will invest in a broad portfolio of higher growth
businesses across a variety of sectors of the UK economy including
higher risk technology companies. Allocation of assets will be
determined by the investment opportunities which become available but
efforts will be made to ensure that the portfolio is diversified both in
terms of sector and stage of maturity of company.
VCT qualifying and non-VCT qualifying investments
Application of the investment policy is designed to ensure that the
Company continues to qualify and is approved as a VCT by HM Revenue and
Customs ("VCT regulations"). The maximum amount invested in any one
company is limited to any HMRC annual investment limits. It is intended
that normally at least 80 per cent. of the Company's funds will be
invested in VCT qualifying investments. The VCT regulations also have an
impact on the type of investments and qualifying sectors in which the
Company can make investment.
Funds held prior to investing in VCT qualifying assets or for liquidity
purposes will be held as cash on deposit, invested in floating rate
notes or similar instruments with banks or other financial institutions
with high credit ratings or invested in liquid openended equity funds
providing income and capital equity exposure (where it is considered
economic to do so). Investment in such open-ended equity funds will not
exceed 10 per cent. of the Company's assets at the time of investment."
11. 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 Ordinary shares of 1 penny each in the capital of the Company
("Ordinary shares") up to an aggregate nominal amount of GBP129,153
(which comprises approximately 20 per cent. of the Company's issued
Ordinary shares as at the date of this Notice) provided that this
authority shall expire 15 months from the date that this resolution is
passed, or, if earlier, at the conclusion of the next Annual General
Meeting of the Company, but so that the Company may, before such expiry,
make an offer or agreement which would or might require shares to be
allotted or rights to subscribe for or convert securities into shares to
be granted after such expiry and the Directors may allot shares or grant
rights to subscribe for or convert securities into shares pursuant to
such an offer or agreement as if this authority had not expired.
12. 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 11
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.
13. 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, on such terms as the Directors think fit, provided
always that:
(a) the maximum aggregate number of shares hereby authorised to
be purchased is 9,680,015 Ordinary shares representing 14.99 per cent.
of the issued Ordinary share capital of the Company as at the date of
this Notice;
(b) the minimum price which may be paid for an Ordinary share
shall be 1 penny (exclusive of expenses);
(c) the maximum price (exclusive of expenses) which may be paid
for an Ordinary 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 Ordinary 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 an
Ordinary 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 15 months from the date that this
resolution is passed or, if earlier, at the conclusion of the next
Annual General Meeting of the Company, 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.
14. 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 at which they were
bought in at.
21 August 2018
For further information please contact:
Albion Capital Group LLP
Company Secretary
Tel: 0207 601 1850
LEI Code 213800OVSRDHRJBMO720
(END) Dow Jones Newswires
August 21, 2018 09:26 ET (13:26 GMT)
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