BRITISH SMALLER COMPANIES VCT
PLC
RESULT OF ANNUAL GENERAL
MEETING
British Smaller Companies VCT plc
(the "Company") announces that at the Annual General Meeting of the
Company held on 10 September 2024 the following resolutions
proposed at the meeting ("Resolutions") were duly passed on a show
of hands.
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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Ordinary resolutions
(1)
That the
annual report and accounts for the year ended 31 March 2024 be
received.
(2)
That the Directors'
Remuneration Report for the year ended 31 March 2024 be approved
other than the part of such report containing the Directors'
Remuneration Policy.
(3)
That Mr R Cook be
re-elected as a director.
(4)
That Mr A C N
Bastin be re-elected as a director.
(5)
That Mr J H
Cartwright be re-elected as a director.
(6)
That Ms P Sapre 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 the
auditor's 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
£9,000,000 (representing approximately 29.5 per cent of the
Ordinary share capital in issue as at the date of this Notice),
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 conclusion of 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 the directors may
allot shares in the Company in pursuance of any such offer or
agreement notwithstanding the expiry of such authority, 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, in
addition to existing authorities, the directors be and are hereby
generally and unconditionally authorised in accordance with Section
551 of the Act to exercise all the powers of the Company to allot
shares in the Company up to an aggregate nominal amount of
£2,000,000 in connection with the Company's Dividend Re-investment
Scheme (representing approximately 6.6 per cent of the Ordinary
share capital in issue as at the date of this Notice) 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
conclusion of 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, any offers or
agreements which would or might require shares in the Company to be
allotted after such expiry and the directors may allot shares in
the Company in pursuance of any such offer or agreement
notwithstanding the expiry of such authority.
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 £9,000,000,
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 sentence of this Resolution the words "pursuant to the
general authority conferred upon the directors in Resolution 8
above" were omitted.
(11)
That conditional
upon the passing of Resolution 9 above and in addition to existing
authorities, the directors be and hereby are empowered pursuant to
Section 571 of the Act to allot or make offers or agreements to
allot equity securities (which expression shall have the meaning
ascribed to it in Section 560(1) of the Act) for cash pursuant to
the authority granted by Resolution 9 above, as if Section 561 of
the Act did not apply to any such allotment and so that:
(a) reference to allotment of equity securities in this Resolution
shall be construed in accordance with Section 560(2) of the Act;
and
(b) the power conferred by this Resolution shall enable the Company
to make any offer or agreement before the expiry of the said power
which would or might require equity securities to be allotted after
the expiry of the said power and the directors may allot equity
securities in pursuance of any such offer or agreement
notwithstanding the expiry of such power.
The power provided by this Resolution shall expire on the later of
15 months from the passing of this Resolution or on the conclusion
of the Company's next Annual General Meeting (unless previously
revoked, varied or extended by the Company in general
meeting).
Proxy votes received
were:
|
Resolution
|
%
For
|
% Against
|
Shares
Withheld
|
|
Ordinary Resolutions
|
|
|
|
|
1.
|
To receive the annual report and
accounts
|
99.72
|
0.28
|
13,763
|
|
2.
|
To approve the Directors'
Remuneration Report
|
95.62
|
4.38
|
227,192
|
|
3.
|
To re-elect Mr R Cook as a
director
|
98.80
|
1.20
|
94,689
|
|
4.
|
To re-elect Mr A C N Bastin as a
director
|
98.54
|
1.46
|
68,877
|
|
5.
|
To re-elect Mr J H Cartwright as a
director
|
98.37
|
1.63
|
52,825
|
|
6.
|
To re-elect Ms P Sapre as a
director
|
96.88
|
3.12
|
155,653
|
|
7.
|
To re-appoint BDO LLP as
auditor
|
97.98
|
2.02
|
223,665
|
|
8.
|
To authorise the directors to allot
shares
|
98.98
|
1.02
|
85,013
|
|
9.
|
To authorise the directors to allot
shares in connection with the Company's dividend reinvestment
scheme
|
99.27
|
0.73
|
22,499
|
|
|
%
For
|
%
Against
|
Shares
Withheld
|
|
Special Resolutions
|
|
|
|
|
10.
|
To waive pre-emption rights in
respect of the allotment of shares
|
93.83
|
6.17
|
564,714
|
|
11.
|
To waive pre-emption rights in
respect of the allotment of shares in connection with the Company's
dividend reinvestment scheme
|
97.60
|
2.40
|
533,738
|
10 September 2024
For
further information, please contact:
Eamon
Nolan
YFM Private Equity
Limited
Tel: 0113 244 1000
Alex Collins
Panmure Gordon (UK)
Limited
Tel: 0207 886 2767