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RNS Number : 6009K
Edge Performance VCT PLC
29 August 2019
Edge Performance VCT plc
Results of AGM
The thirteenth Annual General Meeting of Edge Performance VCT
plc (the "Company") was held at 10am on Wednesday, 28 August 2019
at 2 Stephen Street, London W1T 1AN. The results are as
follows.
A total of 4,925,141 votes were cast (including withheld votes
which, per resolution ranged from 16,131 votes to 69,635 votes)
from total voting rights of 84,696,080 - a voting percentage of
5.82%.
Resolutions 1 and 7 were duly passed on a show of hands as
ordinary resolutions and resolution 10 was duly passed on a show of
hands as a special resolution:
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 2019.
7. To authorise the directors of the Company to fix the remuneration of the auditor.
Special 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 (respectively, "H Shares" and "I Shares"), 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 2020, and (2) the date which is 15 months after the
date on which this resolution is passed.
The table below indicates the proxy votes cast in advance of the
meeting for each of the resolutions passed on a show of hands.
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 4,787,630 121,380 16,131
----------------------------------------------- ---------- -------- ---------
7. Authorise directors to determine remuneration 4,840,302 58,190 26,649
of auditor
----------------------------------------------- ---------- -------- ---------
10. Authorise Company to make market purchases 4,791,784 133,357 0
----------------------------------------------- ---------- -------- ---------
Resolutions 2 - 6 and 8 were defeated on a show of hands as
ordinary resolutions and resolution 9 was defeated on a show of
hands as a special resolution:
Ordinary Resolutions
2. To approve the directors' remuneration report for the year ended 28 February 2019.
3. To re-elect Sir Robin Miller who is retiring in accordance
with the UK Code and who, being eligible, offers himself for
re-election as a director of the Company.
4. To re-elect Lord Flight who is retiring by rotation in
accordance with the Articles 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.
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 2020, 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 2020, 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.
The Board wishes to thank Sir Robin Miller, Lord Flight and
David Glick for their much-valued service and advice to the Board
and the Company.
The table below indicates the proxy votes cast in advance of the
meeting for each of the resolutions defeated on a show of
hands.
Proxy votes cast were as follows:
Resolution For Against Withheld
2. Approve directors' remuneration report 1,770,628 3,106,545 47,968
--------------------------------------- ------------ ------------ ---------
3. Re-elect Sir Robin Miller 1,725,784 3,140,268 59,089
--------------------------------------- ------------ ------------ ---------
4. Re-elect Lord Flight 1,659,996 3,206,056 59,089
--------------------------------------- ------------ ------------ ---------
5. Re-elect David Glick 1,715,071 3,183,421 26,649
--------------------------------------- ------------ ------------ ---------
Re-appoint Grant Thornton UK LLP as
6. auditor 2,147,140 2,751,352 26,649
--------------------------------------- ------------ ------------ ---------
8. Authorise directors to allot shares 1,960,585 2,938,060 26,496
--------------------------------------- ------------ ------------ ---------
Authorise directors to allot shares
9. with disregard to pre-emption rights 1,737,431 3,118,075 69,635
--------------------------------------- ------------ ------------ ---------
The information contained within this announcement constitutes
inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 ("MAR"). Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
For further information please contact:
The City Partnership (UK) Limited on 0131 2437210.
This information is provided by RNS, the news service of the
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END
RAGSEWFDUFUSESA
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