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RNS Number : 6583X
Edge Performance VCT PLC
01 September 2020
Edge Performance VCT plc
Results of Annual General Meeting and Class Meetings
Annual General Meeting
The Board thanks the significantly increased number of
shareholders (when compared to the 2019 annual general meeting) who
submitted their votes in respect of the Annual General Meeting of
Edge Performance VCT plc (the "Company") held on Friday 28 August
2020.
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 29 February 2020.
2. To approve the Directors' Remuneration Report for the year ended 29 February
2020.
3. To approve the Directors' Remuneration Policy.
4. 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.
5. To re-elect Terry Back who is retiring in accordance with the UK Code and who,
being eligible, offers himself for re-election as a Director of
the Company.
6. To elect Sir Aubrey Brocklebank who is subject to election by
shareholders as this is the first AGM since his appointment as a
Director of the Company.
7. To elect Robin Goodfellow who is subject to election by
shareholders as this is the first AGM since his appointment as a
Director of the Company.
8. To appoint UHY Hacker Young as auditor of the Company, to
hold office until the conclusion of the next general meeting at
which accounts are laid before the Company.
9. To authorise the Directors of the Company to fix the remuneration of the auditor.
SPECIAL BUSINESS
10. (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 2021, 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
11. 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 10 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 2021, 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.
12. 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 2021, and (2) the date
which is 15 months after the date on which this resolution is
passed.
All resolutions were put to the vote on a poll and the poll
results are as follows:
Resolution For Against Withheld
To receive and adopt the Company's
annual report and financial statements
for the year ended 29 February
1 2020 10,514,164 132,206 261,213
---------------------------------------- ----------- ---------- ---------
To approve the Directors' Remuneration
2 Report 9,799,143 751,514 356,926
---------------------------------------- ----------- ---------- ---------
To approve the Directors' Remuneration
3 Policy 9,876,191 746,489 284,903
---------------------------------------- ----------- ---------- ---------
To re-elect Sir Robin Miller as
4 a Director of the Company 8,315,383 2,398,140 194,060
---------------------------------------- ----------- ---------- ---------
To re-elect Terry Back as a Director
5 of the Company 8,890,904 1,896,279 120,400
---------------------------------------- ----------- ---------- ---------
To elect Sir Aubrey Brocklebank
as a Director of the
6 Company 9,306,972 1,573,156 27,455
---------------------------------------- ----------- ---------- ---------
To elect Robin Goodfellow as a
7 Director of the Company 10,637,381 201,787 68,415
---------------------------------------- ----------- ---------- ---------
To appoint UHY Hacker Young as
8 auditor of the Company 10,657,245 173,781 76,557
---------------------------------------- ----------- ---------- ---------
To authorise the Directors of
the Company to fix the
9 remuneration of the auditor 10,693,528 169,641 44,414
---------------------------------------- ----------- ---------- ---------
To authorise the Directors of
the Company, in
accordance with section 551 of
the Companies Act (the "Act")
10 to allot equity securities 10,446,901 427,038 33,644
---------------------------------------- ----------- ---------- ---------
To authorise the Directors of
the Company, pursuant to sections
570 and 573 of the Act, to allot
equity securities for cash without
11 regard to pre-emption right 9,178,283 1,606,835 122,465
---------------------------------------- ----------- ---------- ---------
To authorise the Company to make
market purchases of H Shares and
12 I Shares 9,728,488 1,154,659 24,436
---------------------------------------- ----------- ---------- ---------
22.38 per cent of votes were cast against the Board's
recommendation that Sir Robin Miller be re-elected as a director of
the Company. Under the UK Corporate Governance Code, when 20 per
cent or more of votes have been cast against a resolution
recommended by the Board, the Company should explain what actions
it intends to take to consult shareholders in order to understand
the reasons behind the result.
The Chairman's Statement in the 2020 Annual Report &
Financial Statements reported that Sir Robin had signalled his
intent to step down from the Board shortly after the appointment of
Sir Peter Bazalgette who will be invited to join the Board in
Autumn 2020. Such developments will be reported to the market as
they occur.
The Board, through Directors' direct contact with shareholders
and discussions with ShareSoc before the annual general meeting,
was aware that there may be a significant vote against the
re-election of Sir Robin and had heard the arguments for such a
vote. It is the Board's view, therefore, that it understands the
reasons behind the result and no further consultation on this point
is required.
H Share Class Meeting
At the H Share Class Meeting of Edge Performance VCT plc (the
"Company") held on Friday 28 August 2020, the following resolution
was duly passed:
SPECIAL RESOLUTION
That the Company be and is hereby generally and unconditionally
authorised, pursuant to section 701 of the Companies Act 2006 (the
"Act"), to make market purchases (within the meaning of section
693(4) of the Act) of H Shares and of I shares of 10 pence each in
the capital of the Company ("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 2021, and (2) the date
which is 15 months after the date on which this resolution is
passed.
The resolution was put to the vote on a poll, the results of the
poll are as follows:
Resolution For Against Withheld
To authorise the Company to make market
purchases of H Shares and I Shares 1,424,721 133,214 20,900
---------- -------- ---------
I Share Class Meeting
At the I Share Class Meeting of Edge Performance VCT plc (the
"Company") held on Friday 28 August 2020, the following resolution
was duly passed:
SPECIAL RESOLUTION
That the Company be and is hereby generally and unconditionally
authorised, pursuant to section 701 of the Companies Act 2006 (the
"Act"), to make market purchases (within the meaning of section
693(4) of the Act) of H shares of 10 pence each in the capital of
the Company ("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 2021, and (2) the date
which is 15 months after the date on which this resolution is
passed.
The resolution was put to the vote on a poll, the results of the
poll are as follows:
Resolution For Against Withheld
To authorise the Company to make market
purchases of H Shares and I Shares 7,976,642 877,378 3,536
---------- -------- ---------
For further information, please contact:
Edge Investments Limited, Investment Manager:
info@edge.uk.com
Robin Smeaton, The City Partnership (UK) Limited, Company
Secretary: enquiries@city.uk.com
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