Edge Performance VCT PLC Corporate Update (3074M)
September 13 2019 - 6:58AM
UK Regulatory
TIDMEDGH TIDMTTM TIDMEDGI
RNS Number : 3074M
Edge Performance VCT PLC
13 September 2019
Edge Performance VCT plc (the "Company")
CORPORATE UPDATE
At a meeting of the Company's board of directors ("Board") held
on Thursday 12 September 2019, the Board approved the following
corporate update.
At the Company's thirteenth annual general meeting held on
Wednesday 28 August 2019, the resolutions to re-elect three of the
Company's directors were defeated. On average, 3.75% of the total
voting rights voted against the resolutions while, on average,
2.01% of the total voting rights supported the resolutions.
These results left the Company with only one director, Terry
Back, who, under the provisions in the Company's articles of
association (the "Articles") relating to the authority of a sole
director, was allowed only to appoint at least one other director
(thereby re-establishing the minimum number of two directors
required to form a quorum for meetings of the Board) or to summon a
general meeting.
In accordance with the Articles, Terry Back, appointed Sir Robin
Miller and the Board, comprising Terry Back and Sir Robin Miller,
subsequently appointed Lord Howard Flight. Both Sir Robin Miller's
and Lord Howard Flight's appointments took effect from 12 September
2019.
Given that both Sir Robin Miller and Lord Howard Flight had been
directors of the Company who were not re-elected at the 2019 annual
general meeting, the Board decided that it would be appropriate to
explain its respective decision to make these appointments with the
aim of answering any criticism that the results of the annual
general meeting were being ignored.
In November 2018, the Company's three independent directors -
Terry Back, Robin Miller and Howard Flight - began formal
consideration of a strategy and revised cost profile for the
Company, to take effect from no later than 1 March 2020. It had
been intended that any progress made would be reported in the
Company's 2019 Annual Report or, failing which, prior to the
Company's 2019 annual general meeting. In the event, significant
developments in several of the Company's investee companies
demanded a level of involvement from both the Board and Edge
Investments Limited ("the "Manager"), the Company's investment
manager, which interrupted the planned timetable for the strategy
and revised cost proposals, despite a decision to hold the annual
general meeting later in 2019 than was originally intended.
The primary reason for the appointments of both Sir Robin Miller
and Lord Howard Flight is to give them, together with Terry Back,
the opportunity to conclude the work which they have started and to
preserve continuity in the liaison with the Manager and several of
the Company's investee companies.
In recognition of the criticism implicit in the decisions of the
annual general meeting not to re-elect Sir Robin Miller and Lord
Howard Flight, an additional director (the "New Director") will be
appointed to the Board as soon as possible. The appointee will be
demonstrably independent of the other Board members and the Manager
and will have a good knowledge of the VCT sector - thereby bringing
a fresh and knowledgeable eye to the consideration of the Company's
future. Soundings have already been taken and continue to be taken
with the Company's advisers and a sample of the Company's
shareholders who voted at either this year's or the previous year's
annual general meetings and it is intended that the New Director
will be appointed in October 2019.
It had been Terry Back's intention that the appointment of Sir
Robin Miller, and the first meeting of the Board, would have been
held in October 2019, at which meeting Lord Flight and the New
Director would have been appointed as additional directors -
announcing the appointment of the New Director would have been more
reassuring to concerned shareholders than announcing an intent to
make that appointment as soon as possible. However, the imminent
resolution of one investee company issue requires that there be a
quorate Board now, ahead of the intended appointment of the New
Director in October 2019.
Also, in recognition of the sentiment expressed at the 2019
annual general meeting, a general meeting will be held before the
end of the Company's current financial year (29 February 2020) -
that is at least seven months before the 2020 annual general
meeting need be held. Prior to the proposed general meeting, a
statement will be released setting out the Board's decisions
concerning the Company's future and shareholders will have the
opportunity to vote at that general meeting on whether the newly
appointed directors continue in office.
The Board is grateful to those shareholders who have expressed
not only their concerns about the Company's future but also their
thoughts on what action is needed. It believes much of what it has
in progress will address such concerns and that its decision to
bring Sir Robin Miller and Lord Howard Flight back to the Board
will be shown to have been in the shareholders' best interests.
The information contained within this announcement is deemed by
the Company to constitute 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:
Edge Investments Limited, Investment Manager: 020 7317 1300
Robin Smeaton, The City Partnership (UK) Limited, Company
Secretary: 0131 243 7210
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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