TIDMEDGC
RNS Number : 3861J
Edge Performance VCT PLC
06 August 2012
Edge Performance VCT plc
(Company number 5558025)
Notice of Resolutions Passed
The Company gives notice that at the Annual General Meeting of
Edge Performance VCT plc (the "Company") held on 6 August 2012, the
following resolutions were duly passed:
Ordinary Resolutions
1. To approve the Directors' and the Independent Auditor's
Reports and the Company's financial statements for the year ended
29 February 2012.
2. To approve (i) a final dividend of 7p per D share, such
dividend to be paid on 8 November 2012 to all D shareholders on the
Company's register of members as at close of business on 26 October
2012, (ii) a final dividend of 7p per E share, such dividend to be
paid on 8 November 2012 to all E shareholders on the Company's
register of members as at close of business on 26 October 2012,
(iii) a final dividend of 7p per F share, such dividend to be paid
on 8 November 2012 to all F shareholders on the Company's register
of members as at close of business on 26 October 2012 and (iv) a
final dividend of 7p per G share, such dividend to be paid on 8
November 2012 to all G shareholders on the Company's register of
members as at close of business on 26 October 2012.
3. To approve the Directors' Remuneration Report for the year
ended 29 February 2012.
4. To re-elect Sir Robin Miller, who retires pursuant to article
111 of the Company's Articles of Association (the "Articles") and,
being eligible, offers himself for re-election.
5. To re-elect David Glick pursuant to Listing Rule
15.2.13A.
6. To appoint Lord Flight as a director of the Company pursuant
to article 117 of the Articles.
7. To appoint Grant Thornton LLP as auditor of the Company, to
hold office until the conclusion of the next general meeting at
which accounts are laid before the Company.
8. To authorise the Directors to determine the remuneration of
the auditor.
9. That in addition to any existing authority (to the extent
unused) 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 capital of the Company and to grant
rights to subscribe for or convert any security into shares in the
Company ("Rights"):
(i) in connection with the conversion of shares in the capital
of the Company in accordance with the Articles, up to an aggregate
nominal amount of GBP2,750,000, representing approximately 25 per
cent of the issued share capital of the Company as at the date of
this Resolution: and
(ii) (in any instance other than as described in paragraph (i)
above) up to an aggregate nominal amount of GBP550,000,
representing approximately 5 per cent of the issued share capital
of the Company as at the date of this Resolution;
provided that the authority conferred by this Resolution shall
expire at the conclusion of the annual general meeting of the
Company to be held in 2013 or, if later, on the date which is 15
months after the date on which this Resolution is passed (unless
the authority is 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 be granted after such expiry.
Special Resolutions
10. That in addition to any existing power (to the extent
unused) the Directors be and are hereby empowered pursuant to
Section 570 of the Act during the period commencing on the passing
of this Resolution and expiring at the conclusion of the Company's
2013 annual general meeting, or on the expiry of 15 months from the
date of the passing of this Resolution, whichever is the later
(unless previously revoked, varied or extended by the Company in
general meeting pursuant to Section 570 of the Act) to allot equity
securities (as defined in Section 560(1) and 560(2) of the Act) for
cash pursuant to the authority given in accordance with Section 551
of the Act, pursuant to Resolution 9 above, as if Section 561(1) of
the Act did not apply to any such allotment up to an aggregate
nominal amount of GBP550,000, representing approximately 5 per cent
of the issued share capital of the Company as at the date of this
Resolution, 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.
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 authority given in accordance with Section 551 of
the Act, pursuant to Resolution 9 above" were omitted.
11. The Company be and is hereby generally and unconditionally
authorised for the purpose of section 701 of the Act to make one or
more market purchases (as defined in section 693 of the Act) of C
shares, D shares, E shares, F shares, G shares, H shares and I
shares provided that:
(i) such authority is limited to the purchase of 14.99 per cent
of the issued C share capital, 14.99 per cent of the issued D share
capital, 14.99 per cent of the issued E share capital, 14.99 per
cent of the issued F share capital, 14.99 per cent of the issued G
share capital, 14.99 per cent of the issued H share capital and
14.99 of the issued I share capital, in each case as immediately
prior to the passing of this Resolution;
(ii) the minimum price which may be paid for such C, D, E, F, G,
H or I shares is 10p per share, the nominal amount of each such
share;
(iii) the maximum price (exclusive of expenses) which may be
paid for such C shares, D shares, E shares, F shares, G shares, H
shares or I shares shall be an amount equal to 105 per cent of the
average of the middle market quotations for such class of the
Company's shares, as derived from the daily Official List of the
London Stock Exchange, for the five business days immediately
preceding the day on which the purchase is made;
(iv) the Company may make a contract to purchase its own C
shares, D shares, E shares, F shares, G shares, H shares or I
shares under this authority prior to the expiry of this authority,
and the Company may make a purchase of its own C shares, D shares,
E shares, F shares, G shares, H shares or I shares in pursuance of
any such contract; and
(v) such authority shall not extend to the purchase of any C
shares under the terms of the Company's enhanced share buy-back
offer (dated 9 July 2012).
and this power, unless previously varied, revoked or renewed,
shall come to an end at the conclusion of the 2013 annual general
meeting of the Company or, if later, on the expiry of 15 months
from the date of the passing of this Resolution.
Proxy votes cast were as follows:
Resolution For Against Withheld
---- -------------------------------------- ---------- -------- ---------
Approve Directors' and Independent
Auditor's report and Company's
1. financial statements 5,386,110 26,262 11,500
---- -------------------------------------- ---------- -------- ---------
2. Approve dividend 5,413,372 10,500 0
---- -------------------------------------- ---------- -------- ---------
Approve Directors' Remuneration
3. Report 5,341,107 77,590 5,175
---- -------------------------------------- ---------- -------- ---------
4. Re-elect Sir Robin Miller 5,321,492 92,105 10,275
---- -------------------------------------- ---------- -------- ---------
5. Re-elect David Glick 5,326,667 86,930 10,275
---- -------------------------------------- ---------- -------- ---------
6. Appoint Lord Flight 5,290,505 123,092 10,275
---- -------------------------------------- ---------- -------- ---------
Appoint Grant Thornton as
7. auditor 5,390,517 23,080 10,275
---- -------------------------------------- ---------- -------- ---------
Authorise Directors to determine
8. remuneration of auditor 5,400,792 23,080 0
---- -------------------------------------- ---------- -------- ---------
Authorise Directors to allot
9. shares 5,408,497 5,175 10,200
---- -------------------------------------- ---------- -------- ---------
Authorise Directors to allot
shares with disregard to pre-emption
10. rights 5,392,747 5,175 25,950
---- -------------------------------------- ---------- -------- ---------
Authorise Company to make
11. market purchases 5,418,697 5,175 0
---- -------------------------------------- ---------- -------- ---------
For further information please contact:
The City Partnership (UK) Limited on 0131 243 7210.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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