TIDMEDGC
RNS Number : 6999K
Edge Performance VCT PLC
01 August 2013
Edge Performance VCT plc
Results of Annual General Meeting
The Company gives notice that at the Annual General Meeting of
Edge Performance VCT plc (the "Company") held on 31 July 2013 at
4.00pm, the following resolutions were duly passed:
Ordinary Resolutions
1. To receive and adopt the directors' and the independent
auditor's reports and the Company's financial statements for the
year ended 28 February 2013.
2. To declare:
(i) a final dividend of 7p per E Share, such dividend to be paid
on 15 November 2013 to all E shareholders on the Company's register
of members as at the close of business on 4 October 2013;
(ii) a final dividend of 7p per F Share, such dividend to be
paid on 15 November 2013 to all F shareholders on the Company's
register of members as at the close of business on 4 October
2013;
(ii) a final dividend of 7p per G Share, such dividend to be
paid on 15 November 2013 to all G shareholders on the Company's
register of members as at the close of business on 4 October 2013;
and
(iv) a final dividend of 7p per I Share, such dividend to be
paid on 15 November 2013 to all I shareholders on the Company's
register of members as at the close of business on 4 October
2013.
3. To approve the directors' remuneration report for the year ended 28 February 2013.
4. To re-elect Frank Presland who is retiring in accordance with
Article 111 of the Company's articles of association and who, being
eligible, offers himself for re-election as a director of the
Company.
5. To re-elect David Glick as a director of the Company,
pursuant to Listing Rule 15.2.13A.
6. To re-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.
7. To authorise the directors to fix the remuneration of the auditor.
Special Business
Ordinary resolution
8.
(i) 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 up to an aggregate nominal
amount of GBP2.21m during the period commencing on the passing of
this resolution and expiring on the later of the date of the annual
general meeting of the Company to be held in 2014 and 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
relevant securities to be allotted after such expiry; and
(ii) That all previous authorities given to the directors in
accordance with section 551 of the Act be and are hereby revoked,
provided that such revocation shall not have retrospective
effect.
Special Resolutions
9. That the directors be and are hereby empowered, pursuant to
sections 570 and 573 of the Act, to allot or make offers or
agreements to allot equity securities (as defined in section 560 of
the Act) for cash pursuant to the authority given pursuant to
resolution 8 set out in this notice of annual general meeting as if
section 561(1) of the Act did not apply to such allotment, provided
that this power shall expire on the later of the date of the annual
general meeting of the Company to be held in 2014 and the date
which is 15 months after the date on which this resolution is
passed and provided further that this power shall be limited
to:
(i) the allotment of equity securities from time to time with an
aggregate nominal value of up to, but not exceeding, 10% of the
issued ordinary share capital as at the date of this resolution
where the proceeds of the allotment are to be used in whole or in
part to purchase the Company's ordinary shares, and, in addition
to, but without prejudice to that;
(ii) the allotment of equity securities from time to time with
an aggregate nominal value of up to but not exceeding 10% of the
issued ordinary share capital of the Company as at the date of this
resolution.
10. That the Company be and is hereby generally and
unconditionally authorised, within the meaning of section 693(4) of
the Act, to make market purchases of C Shares, D Shares, E Shares,
F Shares, G Shares, H Shares and I Shares of 10p each in the
capital of the Company, 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 per cent of the issued I Share capital, in each case as at
the date of this resolution;
(ii) the minimum price (excluding expenses) 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, D, E, F, G, H or I Shares shall be the higher of:
(a) 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 was made; and (b) the value of such class of the
Company's shares calculated on the basis of the higher of the price
quoted for (1) the last independent trade of and (2) the highest
current independent bid for any number of such class of the
Company's shares on the trading venue where the purchase is carried
out; and
(iv) the Company may make a contract or contracts to purchase
its own C, D, E, F, G, H or I Shares under this authority prior to
the expiry of this authority which will or may be executed wholly
or partly after the expiry of the authority, and the Company may
make a purchase of its own C, D, E, F, G, H or I Shares in
pursuance of any such contract or contracts as if the authority
conferred hereby had not expired.
The authority hereby conferred shall (unless previously renewed
or revoked) expire on the later of the date of the annual general
meeting of the Company to be held in 2014 and the date which is 15
months after the date on which this resolution is passed.
Proxy votes cast were as follows:
Resolution For Against Withheld
---- -------------------------------------- ------------ ---------- ----------
Approve Directors' and Independent
Auditor's report and Company's
1. financial statements 4,076,768 0 60,000
---- -------------------------------------- ------------ ---------- ----------
2. Approve dividend 4,076,768 0 60,000
---- -------------------------------------- ------------ ---------- ----------
Approve Directors' Remuneration
3. Report 3,959,677 117,091 60,000
---- -------------------------------------- ------------ ---------- ----------
4. Re-elect Frank Presland 3,964,964 111,804 60,000
---- -------------------------------------- ------------ ---------- ----------
5. Re-elect David Glick 3,964,964 111,804 60,000
---- -------------------------------------- ------------ ---------- ----------
Re-appoint Grant Thornton
6. as auditor 3,937,324 139,444 60,000
---- -------------------------------------- ------------ ---------- ----------
Authorise Directors to determine
7. remuneration of auditor 3,937,324 139,444 60,000
---- -------------------------------------- ------------ ---------- ----------
Authorise Directors to allot
8. shares 3,937,324 111,804 87,640
---- -------------------------------------- ------------ ---------- ----------
Authorise Directors to allot
shares with disregard to pre-emption
9. rights 3,737,358 292,854 106,556
---- -------------------------------------- ------------ ---------- ----------
Authorise Company to make
10. market purchases 4,136,768 0 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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