TIDMEDGH TIDMEDGI TIDMTTM
RNS Number : 3836O
Edge Performance VCT PLC
18 August 2017
Edge Performance VCT plc
Results of Annual General Meeting
At the Annual General Meeting of Edge Performance VCT plc (the
"Company") held on 17 August 2017 at 10.00am, 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 2017.
2. To approve the directors' remuneration policy
3. To approve the directors' remuneration report for the year ended 28 February 2017.
4. To re-elect Sir Robin Miller who is retiring in accordance
with the AIC Code 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 UK 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.
8. (i) That the directors of the Company 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 value equal to
10% of the nominal value of the issued
ordinary share capital of the Company
as at the date of this resolution, during
the period commencing on the passing
of this resolution and expiring on the
later of: (1) the date of the annual
general meeting of the Company to be
held in 2018, and (2) 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 of the Company 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 of the Company 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:
(1) the date of the annual general meeting of the Company to be
held in 2018, and (2) 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 the allotment of equity securities from
time to time with an aggregate nominal value equal to 10% of the
nominal value 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, pursuant to section 701
of the Act, to make market purchases (within the meaning of section 693(4)
of the Act) of 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 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 H or I Shares is 10p per share, the nominal amount of each
such share;
(iii) the maximum price (excluding expenses) which may be paid
for such 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 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 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: (1) the date of the annual
general meeting of the Company to be held in 2018, and
(2) 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
---- -------------------------------------- ------------ ---------- ----------
Receive and adopt directors'
and independent auditor's
reports and Company's financial
1. statements 4,982,131 90,399 116,394
---- -------------------------------------- ------------ ---------- ----------
Approve directors' remuneration
2. policy 4,407,262 543,563 238,099
---- -------------------------------------- ------------ ---------- ----------
Approve directors' remuneration
3. report 4,365,188 489,580 334,156
---- -------------------------------------- ------------ ---------- ----------
4. Re-elect Sir Robin Miller 4,481,940 528,651 178,333
---- -------------------------------------- ------------ ---------- ----------
5. Re-elect David Glick 4,497,547 520,962 170,415
---- -------------------------------------- ------------ ---------- ----------
Re-appoint Grant Thornton
6. as auditor 4,918,896 117,088 152,940
---- -------------------------------------- ------------ ---------- ----------
Authorise directors to determine
7. remuneration of auditor 5,098,753 85,910 4,261
---- -------------------------------------- ------------ ---------- ----------
Authorise directors to allot
8. shares 4,923,072 216,601 49,251
---- -------------------------------------- ------------ ---------- ----------
Authorise directors to allot
shares with disregard to pre-emption
9. rights 4,730,284 417,916 40,724
---- -------------------------------------- ------------ ---------- ----------
Authorise Company to make
10. market purchases 5,084,663 100,000 4,261
---- -------------------------------------- ------------ ---------- ----------
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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