TIDMBSC
RNS Number : 2554Y
British Smaller Companies VCT2 Plc
07 May 2019
BRITISH SMALLER COMPANIES VCT2 PLC
RESULT OF ANNUAL GENERAL MEETING AND CHANGE OF CHAIRMAN
British Smaller Companies VCT2 plc (the "Company") announces
that at the Annual General Meeting of the Company held on 7 May
2019 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 2018 be received.
(2) That the final dividend of 1.5 pence per ordinary share for
the year ended 31 December 2018 be approved.
(3) That the Directors' Remuneration Report for the year ended
31 December 2018 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 S McDowell be re-elected as a director.
(7) That BDO 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 GBP4,000,000, 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 in the Company 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.
(9) 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 in connection with the
Company's dividend re-investment scheme up to an aggregate nominal
amount of GBP2,000,000 representing approximately 18.30 per cent of
the share capital in issue as at 22 March 2019 (excluding treasury
shares) during the period commencing on the passing of this
Resolution and expiring on the fifth anniversary of this Resolution
(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 after
such expiry and that all previous authorities given to the
directors to allot shares in connection with the Company's dividend
re-investment scheme be and they are hereby revoked, provided that
such revocation shall not have retrospective effect.
Special Resolutions
(10) 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
GBP4,000,000, 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(3) 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.
(11) 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 on the
fifth anniversary of this Resolution (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 9 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 dividend
re-investment scheme up to an aggregate nominal amount of
GBP2,000,000 representing approximately 18.30 per cent of the share
capital in issue as at 22 March 2019 (excluding treasury shares)
but so that this authority shall allow the Company to make offers
or agreements before the expiry and the Directors may allot equity
securities in pursuance of such offers or agreements as if the
powers conferred hereby had not so expired.
(12) 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 16,379,154, being 14.99 per cent of the issued
ordinary shares as at 22 March 2019;
[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 7 May 2019 and shall
expire on the conclusion of the Company's Annual General Meeting in
2022 or on 7 May 2022, 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
------- ---------- ----------
1. To receive the annual report and accounts 100.0 0 1,181
------------------------------------------- ------- ---------- ----------
2. To approve a final dividend of 1.5 pence 99.9 0.1 6,538
per ordinary share
------------------------------------------- ------- ---------- ----------
To approve the Directors' Remuneration
3. Report 95.7 4.3 247,328
------------------------------------------- ------- ---------- ----------
4. To re-elect Mr P C Waller as a director 98.9 1.1 98,527
------------------------------------------- ------- ---------- ----------
5. To re-elect Mr R M Pettigrew as a director 98.3 1.7 118,972
------------------------------------------- ------- ---------- ----------
6. To re-elect Mr R S McDowell as a director 99.1 0.9 101,056
------------------------------------------- ------- ---------- ----------
7. To re-appoint BDO LLP as auditor 96.4 3.6 126,937
------------------------------------------- ------- ---------- ----------
8. To authorise the directors to allot shares 99.6 0.4 122,571
------------------------------------------- ------- ---------- ----------
9. To authorise the directors to allot shares 99.7 0.3 44,753
pursuant to the DRIS
------------------------------------------- ------- ---------- ----------
Special Resolutions
------- ---------- ----------
To waive pre-emption rights in respect
10. of the allotment of shares 95.8 4.2 172,331
------------------------------------------- ------- ---------- ----------
To waive pre-emption rights in respect
of the allotment of shares pursuant to
11. the DRIS 98.5 1.5 132,060
------------------------------------------- ------- ---------- ----------
To authorise the directors to buy back
12. shares 92.8 7.2 66,020
------------------------------------------- ------- ---------- ----------
Board Composition
Following the conclusion of the AGM Richard Last, as previously
indicated, stepped down from the Board and Peter Waller, who has
been a director of the Company since 2010, took over as Chairman of
the Board. The Board would again like to thank Richard for his
significant contribution to the Company over the years.
7 May 2019
For further information, please contact:
David Hall YFM Private Equity Limited Tel: 0113 244 1000
Jonathan Becher Panmure Gordon (UK) Limited Tel: 0207 866 2715
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END
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