British Smaller Companies VCT2 Plc Result of Annual General Meeting (5433X)
May 06 2016 - 9:25AM
UK Regulatory
TIDMBSC
RNS Number : 5433X
British Smaller Companies VCT2 Plc
06 May 2016
BRITISH SMALLER COMPANIES VCT2 PLC
RESULT OF ANNUAL GENERAL MEETING
British Smaller Companies VCT2 plc (the "Company") announces
that at the Annual General Meeting of the Company held on 6 May
2016 the following resolutions proposed at the meeting
("Resolutions") were duly passed.
In accordance with the Company's obligations under Listing Rule
9.6.2, copies of the Resolutions passed at the Annual General
Meeting have been submitted to the National Storage Mechanism and
will shortly be available for viewing at
www.hemscott.com/nsm.do.
Ordinary Resolutions
(1) That the annual report and accounts for the year ended 31 December 2015 be received.
(2) That the final dividend of 2.5 pence per ordinary share for
the year ended 31 December 2015 be approved.
(3) That the Directors' Remuneration Report for the year ended
31 December 2015 be approved other than the part of such report
containing the Directors' Remuneration Policy.
(4) That Mr P C Waller be re-elected as a director.
(5) That Mr R M Pettigrew be re-elected as a director.
(6) That Mr R Last be re-elected as a director.
(7) That Grant Thornton UK LLP be re-appointed as auditor to the
Company to hold office until the conclusion of the next general
meeting at which accounts are laid before the Company and that the
directors be authorised to fix their remuneration.
(8) That the directors be and are hereby generally and
unconditionally authorised in accordance with Section 551 of the
Companies Act 2006 (the "Act") to exercise all the powers of the
Company to allot shares in the Company or to grant rights to
subscribe for or to convert any security into shares in the Company
up to an aggregate nominal amount of GBP3,000,000, during the
period commencing on the passing of this Resolution and expiring on
the later of 15 months from the passing of this Resolution or the
next Annual General Meeting of the Company (unless previously
revoked, varied or extended by the Company in general meeting), but
so that this authority shall allow the Company to make before the
expiry of this authority offers or agreements which would or might
require shares to be allotted, or rights to subscribe for or to
convert any security into shares to be granted, after such expiry
and that all previous authorities given to the directors be and
they are hereby revoked, provided that such revocation shall not
have retrospective effect.
Special Resolutions
(9) That the directors be and are hereby empowered in accordance
with Section 570(1) of the Act during the period commencing on the
passing of this Resolution and expiring at the conclusion of the
Company's next Annual General Meeting, or on the expiry of 15
months following the passing of this Resolution, whichever is the
later, (unless previously revoked, varied or extended by the
Company in general meeting), to allot equity securities (as defined
in Section 560 of the Act) for cash pursuant to the general
authority conferred upon the directors in Resolution 8 above as if
Section 561 of the Act did not apply to any such allotment provided
that this power is limited to the allotment of equity securities in
connection with the allotment for cash of equity securities up to
an aggregate nominal amount of GBP3,000,000, but so that this
authority shall allow the Company to make offers or agreements
before the expiry and the directors may allot securities in
pursuance of such offers or agreements as if the powers conferred
hereby had not so expired. This power applies in relation to a sale
of shares which is an allotment of equity securities by virtue of
Section 560(2) of the Act as if in the first paragraph of this
Resolution the words "pursuant to the general authority conferred
upon the directors in Resolution 8 above" were omitted.
(10) That in substitution for any existing authority but without
prejudice to the exercise of any such power prior to the date
hereof, the Company be generally and unconditionally authorised to
make market purchases (within the meaning of Section 693(4) of the
Companies Act 2006) of ordinary shares of 10 pence in the capital
of the Company provided that:
[1] the maximum aggregate number of ordinary shares that may be
purchased is 13,932,647, being 14.99 per cent of the issued
ordinary shares as at 24 March 2016;
[2] the maximum price (excluding expenses) which may be paid for
an ordinary share is an amount equal to the maximum amount
permitted to be paid in accordance with the rules of the UK Listing
Authority in force as at the date of purchase;
[3] the minimum price (excluding expenses) which may be paid for
an ordinary share is its nominal value;
[4] this authority shall take effect from 6 May 2016 and shall
expire on the conclusion of the Company's Annual General Meeting in
2019 or on 6 May 2019, whichever is the later; and
[5] the Company may make a contract or contracts to purchase
ordinary shares under this authority before the expiry of the
authority, which will or may be executed wholly or partly after the
expiry of the authority, and may make a purchase of ordinary shares
in pursuance of any such contract or contracts.
Proxy votes received were:
% % Against Shares
Resolution For Withheld
---------------------------------------------- -------- ---------- ----------
Ordinary Resolutions
---------------------------------------------- -------- ---------- ----------
To receive the annual report
1. and accounts 100.0% 0.0% 9,410
---- ---------------------------------------- -------- ---------- ----------
To approve a final dividend
of 2.5 pence per ordinary
2. share 99.7% 0.3% 9,410
---- ---------------------------------------- -------- ---------- ----------
To approve the Directors'
3. Remuneration Report 99.2% 0.8% 31,177
---- ---------------------------------------- -------- ---------- ----------
To re-elect Mr P C Waller
4. as a director 99.8% 0.2% 92,512
---- ---------------------------------------- -------- ---------- ----------
To re-elect Mr R M Pettigrew
5. as a director 99.3% 0.7% 92,512
---- ---------------------------------------- -------- ---------- ----------
To re-elect Mr R Last as a
6. director 99.4% 0.6% 42,510
---- ---------------------------------------- -------- ---------- ----------
To re-appoint Grant Thornton
7. UK LLP as auditor 93.8% 6.2% 9,410
---- ---------------------------------------- -------- ---------- ----------
To authorise the directors
to allot shares (other than
pursuant to the dividend re-investment
8. scheme) 99.6% 0.4% 30,035
---- ---------------------------------------- -------- ---------- ----------
Special Resolutions
---------------------------------------------- -------- ---------- ----------
To waive pre-emption rights
in respect of the allotment
of shares (other than pursuant
to the dividend re-investment
9. scheme) 97.7% 2.3% 66,571
---- ---------------------------------------- -------- ---------- ----------
To authorise the directors
10. to buy back shares 88.4% 11.6% 16,630
---- ---------------------------------------- -------- ---------- ----------
6 May 2016
For further information, please contact:
David Hall YFM Private Equity Tel: 0113 294 5055
Gillian Martin NPlus1 Singer Advisory LLP Tel: 020 7496 3000
This information is provided by RNS
The company news service from the London Stock Exchange
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