Amati VCT PLC Results of General Meeting (3044M)
April 26 2018 - 12:06PM
UK Regulatory
TIDMATI
RNS Number : 3044M
Amati VCT PLC
26 April 2018
Amati VCT plc
Results of General Meeting
At a General Meeting of the Amati VCT plc (the "Company") held
at the offices of Mattioli Woods plc, Third Floor, 87/89 Baker
Street, London W1U 6RJ on 26 April 2018 at 3.00 pm the following
special resolution, was passed:
Special Resolution
(A) subject to the fulfilment (or, to the extent permitted,
earlier waiver) of the conditions set out in section 11 of the
Scheme contained in Part III of the circular to the shareholders of
the Company dated 9 March 2018, a copy of which has been produced
to the meeting and signed for the purpose of identification by the
Chairman thereof (the "Circular"):
(i) notwithstanding anything to the contrary in the Company's
articles of association (the "Articles"), the Proposals be and are
hereby approved and the Directors of the Company and the
liquidators of the Company, when appointed, (the "Liquidators") be
and are hereby authorised to implement the Proposals and to execute
any document and do any thing for the purpose of carrying the
Proposals into effect;
(ii) in particular and without prejudice to the generality of
sub-paragraph (A)(i) above, the Liquidators, when appointed, be and
are hereby authorised and directed, pursuant to section 110 of the
Insolvency Act 1986 and/or this resolution and/or the Articles as
amended by this resolution:
(a) to enter into and give effect to the Transfer Agreement (in
their personal capacity and on behalf of the Company) (in the form
of the draft produced to the meeting and signed for the purpose of
identification by the Chairman thereof) with such non-material
amendments thereto as the Directors and the parties to such
agreement may agree;
(b) to procure that the assets and liabilities of the Company be
vested in Amati VCT 2 plc (or its nominees) on and subject to the
terms of the Transfer Agreement;
(c) to purchase the interests of any members of the Company who
shall have validly exercised their rights under section 111(2) of
the Insolvency Act 1986 out of the indemnity to be given by Amati
VCT 2 plc (as set out in the Scheme); and
(d) the Liquidators be and are hereby authorised and directed to
request Amati VCT 2 plc to allot and issue new ordinary shares in
the capital of Amati VCT 2 plc, credited as fully paid, on the
basis described in the Transfer Agreement for distribution among
the holders of the Shares entitled thereto under the Scheme (or to
the Liquidators as nominee on their behalf) by way of satisfaction
and discharge of their respective interests in so much of the
undertaking, assets and liabilities of the Company shall be
transferred to Amati VCT 2 plc in accordance with the Transfer
Agreement and with the Scheme;
(B) this resolution shall operate by way of such amendments to
the Articles as may be necessary to give effect hereto; and
(C) terms defined in the Circular shall have the same meanings
in this resolution, save where the context otherwise requires.
Proxy votes cast were as follows:
Resolution For &
Discretionary Against Withheld
--- --------------------------------- --------------- ---------- -----------
Approve the Scheme and authorise
its implementation by the
1. Liquidators 16,054,332 304,919 79,791
--- --------------------------------- --------------- ---------- -----------
The Board of the Company consider this announcement to contain
market sensitive information.
For further information, please contact Doreen Nic on 0131
5107465 or email info@amatiglobal.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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