Edge Performance VCT PLC Results of General Meeting (3928J)
August 06 2012 - 9:09AM
UK Regulatory
TIDMEDGC
RNS Number : 3928J
Edge Performance VCT PLC
06 August 2012
Edge Edge Performance VCT plc
(Company number 5558025)
Notice of Resolutions Passed
The Company gives notice that at the General Meeting of Edge
Performance VCT plc (the "Company") held on 6 August 2012, the
following resolutions were duly passed:
ORDINARY RESOLUTION:
THAT:
(a) in addition to any existing authorities, 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 C shares of 10p each in the capital of the Company ("C Shares") and to grant rights to subscribe for or to convert any security into C Shares in the Company up to an aggregate nominal value of GBP1,320,000 during the period commencing on the passing of this resolution and expiring on the later of 15 months from the date of the passing of the Resolution and the conclusion of the Company's 2013 annual general meeting save that the Company may, before such expiry, make offers or agreements which would or might require C Shares to be allotted and purchased and the Directors may allot and purchase C Shares in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.
Provided however that the power conferred by this Resolution
shall be limited:
(i) to the allotment of C Shares in substitution for shares of
the same class already admitted to trading on the same regulated
market where the issue of C Shares does not involve any increase in
the issued C Share capital of the Company and where the proceeds of
the issue may be used in whole or in part to finance the purchase
of C Shares pursuant to Resolution (b) below; and
(ii) the allotment of C Shares to C Shareholders in proportion
(as nearly as may be practicable) to their existing holdings in
each case at a price per C Share equal to the net asset value of an
Existing C Share published most recently prior to the closing date
of the Company's enhanced share buy-back offer (dated 9 July 2012)
(the "Enhanced Share Buy-back") multiplied by 1.03 (rounded up to
the nearest 0.01p).
SPECIAL RESOLUTIONS
THAT:
(b) in addition to any existing authorities, the Company be
generally and unconditionally authorised pursuant to section 701 of
the Act to make market purchases (as defined in section 693(4) of
the Act) of C Shares, provided that:
i. such authority is limited to the purchase pursuant to the
tender offer (details of which are set out in the circular to
shareholders dated 9 July 2012 ("the Circular") to all holders of C
Shares to purchase up to 13,193,947 C Shares (representing 100% of
the issued C Share capital and approximately 12% of the issued
share capital of the Company as at the date of this Circular);
ii. the minimum and maximum price per C Share which may be paid
for such C Shares, for the purposes of section 701(3)(b) of the
Act, shall be a sum equal to the latest published net asset value
per C Share immediately prior to the earlier of the closing date of
the Enhanced Share Buy-back and 31 December 2012, (adjusted for any
dividends paid to holders of the C Shares after publication of this
notice of general meeting but before the closing date of the
Enhanced Share Buy-back), rounded down to the nearest 0.01p;
iii. such authority, unless previously varied, revoked or
renewed, shall expire on the later of 15 months from the date of
the passing of the Resolution and the conclusion of the Company's
2013 annual general meeting, but so that the Company may make a
contract to purchase C Shares under such authority prior to its
expiry, and the Company may make a purchase of C Shares in
pursuance of any such contract.
It is intended that any C Shares purchased pursuant to such
authority will be cancelled.
(c) in addition to any existing authorities, the Directors be
and hereby are given the general power to allot up to 13,200,000 C
Shares for cash pursuant to the authority conferred by Resolution
(a) as if Section 561 of the Act did not apply did not apply to any
such allotment provided that this power shall be limited to: (i)
the allotment of C Shares in substitution for shares of the same
class already admitted to trading on the same regulated market
where the issue of C Shares does not involve any increase in the
issued C Share capital of the Company and where the proceeds of the
issue may be used in whole or in part to finance the purchase of C
Shares pursuant to Resolution (b) above; (ii) the allotment of C
Shares to Shareholders in proportion (as nearly as may be
practicable) to their existing holdings in each case at a price per
C Share equal to the most recently published net asset value of an
Existing C Share prior to the closing date of the Enhanced Share
Buy-back multiplied by 1.03 (rounded up to the nearest 0.01p) and
(iii) this power will expire on the later of 15 months from the
date of the passing of this Resolution and the conclusion of the
Company's 2013 annual general meeting.
(d) the Articles of Association of the Company be and are hereby
replaced by a new set of Articles of Association produced to the
meeting and signed by the chairman for the purposes of
identification which shall be available for inspection by
Shareholders at the registered office of the Company during the
period from the date of this Notice until the time fixed for the
Meeting and at 19 Cavendish Square, London W1A 2AW.
Proxy votes cast were as follows:
Resolution For Against Withheld
---------------------------------------- ---------- -------- ---------
a. Authorise directors to allot shares 5,513,936 18,635 0
---------------------------------------- ---------- -------- ---------
b. Authorise company to make market
purchases of C shares 5,513,936 18,635 0
---------------------------------------- ---------- -------- ---------
c. Authorise directors to allot shares
without regard to pre-emption rights 5,503,736 18,635 10,200
---------------------------------------- ---------- -------- ---------
d. Adopt new Articles of Association 5,427,006 105,565 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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