Albion Tech&Gen VCT Albion Technology & General Vct Plc - Ordinary Shares : Agm Statement
June 07 2017 - 8:42AM
UK Regulatory
TIDMAATG
At an Annual General Meeting of Albion Technology & General VCT PLC,
duly convened and held at the City of London Club, 19 Old Broad Street,
London on 7 June 2017 the following resolutions were passed:
Ordinary resolutions numbers 1 to 8 were passed.
The following items of Special Business were passed of which resolution
9 to 12 were passed as ordinary resolutions and 13 to 16 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 135
That existing Article 135 in the Articles of Association of the Company
be deleted and the following new Article 135 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. Change of investment policy
That the Company's investment policy be clarified and amended by the
insertion of the following paragraphs:
VCT qualifying investments
In addition to the above, the investment policy is designed to ensure
that the Company continues to qualify and is approved as a VCT by HIM
Revenue and Customs. The maximum amount invested in any one company is
limited to any HIMRC annual investment limits and, generally, no more
than 15 per cent. of the Company's assets, at cost, are invested in a
single company. It is intended that at least 80 per cent. of the
Company's funds will be invested in VCT qualifying investments.
Non-VCT qualifying investments
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 open-ended 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 7.5 per cent. of the Company's assets at the time of investment.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within
VCT qualifying industry sectors using a mixture of securities. The
maximum the Company will invest in a single company is 15 per cent. of
the Company's assets at cost. The value of an individual investment is
expected to increase over time as a result of trading progress and a
continuous assessment is made of investments' suitability for sale. It
is possible that individual holdings may grow in value to a point where
they represent a significantly higher proportion of total assets prior
to a realisation opportunity being available.
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 Ordinary shares of nominal value 1 penny per share in the Company
up to an aggregate nominal amount of GBP212,324 provided that 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 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.
13. Authority for the disapplication of pre-emptive 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 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:
1. in connection with an offer of such securities by way of rights issue;
2. in connection with any Dividend Reinvestment Scheme introduced and
operated by the Company;
3. in connection with the Albion VCTs Prospectus Top Up Offers 2016/2017 and
similar Offers; and
4. otherwise than pursuant to paragraphs (a) to (c) above, up to an
aggregate nominal amount of GBP212,324 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.
"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.
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 12 were omitted in relation to
such a sale.
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:
1. 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;
2. the minimum price which may be paid for a share shall be 1 penny
(exclusive of expenses);
3. 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
4. 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.
16. Cancellation of share capital premium
That GBP32,620,666 of the amount standing to the credit of the Company's
share premium account (representing the amount standing to the credit of
the share premium account as at 5 April 2014) be cancelled and
reclassified as other distributable reserves.
7 June 2017
For further information please contact:
Albion Ventures LLP
Company Secretary
Tel: 020 601 1850
LEI Code 213800TKJUY376H3KN16
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 Technology & General VCT PLC - Ordinary Shares via
Globenewswire
http://www.closeventures.co.uk
(END) Dow Jones Newswires
June 07, 2017 08:42 ET (12:42 GMT)
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