TIDMPEMV TIDMPEMB
RNS Number : 2221Q
Pembroke VCT PLC
08 September 2017
Pembroke VCT plc
Results of Annual General Meeting
At the Annual General Meeting of Pembroke VCT plc (the
"Company") held on Thursday 7 September 2017 at 9.30am, the
following resolutions were duly passed:
Ordinary Resolutions
1. To receive the Directors' and the Independent Auditor's
Reports and the Company's financial statements for the year ended
31 March 2017.
2. To approve final dividends of 2 pence per Ordinary share and
2 pence per B Ordinary share in respect of the year ended 31 March
2017 with a payment date of 26 October 2017 and a record date of 22
September 2017.
3. To approve the Directors' Remuneration Policy.
4. To receive and approve the Directors' Remuneration Report for
the year ended 31 March 2017.
5. To re-appoint Grant Thornton UK LLP as auditors of the
Company to hold office until the conclusion of the next annual
general meeting at which accounts are laid before the Company.
6. To authorise the Directors to fix the remuneration of the auditor.
7. To re-elect Peter Dubens as a Director of the Company.
8. To re-elect Jonathan Djanogly as a Director of the Company.
9. To re-elect Laurence Blackall as a Director of the Company.
10. That, in accordance with article 147 of the Company's
Articles of Association and in addition to existing authorities,
the Directors of the Company be and 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 and issue Ordinary and B Ordinary shares pursuant
to the terms and conditions of the dividend investment scheme
adopted by the Company on 3 December 2015 and in connection with
any dividend declared or paid in the period commencing on the date
of this Resolution 10 and ending on the date of the next AGM or the
date falling 15 months after the date of the passing of this
resolution:
a. Ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares") up to an aggregate nominal amount representing
10% of the issued Ordinary Share capital from time to time
(approximately 1,809,317 Ordinary shares); and
b. B Ordinary shares of 1 pence each in the capital of the
Company ("B Ordinary Shares") up to an aggregate nominal amount
representing 10% of the issued B Ordinary Share capital from time
to time (approximately 2,534,673 B Ordinary shares).
Special Resolutions
11. That, in accordance with section 570(1) of the Act, the
Directors be and are hereby given power to allot or make offer or
agreements to allot equity securities (as defined in section 560 of
the Act) for cash pursuant to the authorities conferred by
resolution 10 above as if section 561 of the Act did not apply
to any such allotment, and so that:
a. Reference to the allotment in this resolution shall be
construed with section 560 of the Act; and
b. The power conferred by this resolution shall enable the
Company to make offers or agreements before the expiry of said
power which would or might require equity securities to be allotted
after the expiry of the said power and the Directors may allot
equity securities of such offers or agreements notwithstanding the
expiry of such power.
12. That the Company be and is hereby generally and
unconditionally authorised within the meaning of Section 701 of the
Act to make market purchases of Ordinary and B Ordinary Shares of 1
pence each in the capital of the Company ("Ordinary and B Ordinary
Shares") provided that:
(i) the maximum number of Ordinary and B Ordinary Shares hereby
authorised to be purchased is an amount equal to 14.99% of the
issued Ordinary and 14.99% of the issued B Ordinary Share capital
of the Company from time to time;
(ii) the minimum price which may be paid for an Ordinary or B
Ordinary Share is 1 pence per share, the nominal amount
thereof;
(iii) the maximum price which may be paid for an Ordinary or B
Ordinary Share is an amount equal to 105% of the average of the
middle market prices shown in the quotations for an Ordinary or B
Ordinary Share as applicable in The London Stock Exchange Daily
Official List for the five business days immediately preceding the
day on which that share is purchased;
(iv) the authority hereby conferred shall (unless previously
renewed or revoked) expire on the earlier of the annual general
meeting of the Company to be held in 2018 and the date which is 15
months after the date on which this resolution is passed; and
(v) the Company may make a contract or contracts to purchase its
own Ordinary or B Ordinary Shares under this authority before the
expiry of the authority which will or may be executed wholly or
partly after the expiry of the authority, and may make a purchase
of its own Ordinary or B Ordinary Shares in pursuance of any such
contract or contracts as if the authority conferred hereby had not
expired.
Proxy votes cast were as follows:
Resolution For Against Vote
Withheld
-------------------------------------- --------- ------- ---------
To receive the Directors'
Report and Financial Statements
together with the Independent
1 Auditor's Report 5,760,103 0 0
---------------------------------- --------- ------- ---------
To approve a final dividend
of 2p per Ordinary share
2 and 2p per B Ordinary share 5,760,103 0 0
---------------------------------- --------- ------- ---------
To approve the Directors'
3 Remuneration Policy 5,730,299 6,468 23,336
---------------------------------- --------- ------- ---------
To receive and approve the
Directors' Remuneration
4 Report 5,741,383 0 9,386
---------------------------------- --------- ------- ---------
To re-appoint Grant Thornton
5 UK LLP as auditors 5,746,101 9,386 4,616
---------------------------------- --------- ------- ---------
To authorise the Directors
to fix the remuneration
6 of the auditors 5,760,103 0 0
---------------------------------- --------- ------- ---------
To re-elect Peter Dubens
7 as a Director of the Company 5,739,633 15,854 4,616
---------------------------------- --------- ------- ---------
To re-elect Jonathan Djanogly
8 as a Director of the Company 5,733,071 22,416 4,616
---------------------------------- --------- ------- ---------
To re-elect Laurence Blackall
9 as a Director of the Company 5,749,019 6,468 4,616
---------------------------------- --------- ------- ---------
To authorise the Directors
10 to allot shares 5,726,642 19,124 14,337
---------------------------------- --------- ------- ---------
To renew the Directors'
authority to disapply pre-emption
11 rights 5,556,411 179,288 24,404
---------------------------------- --------- ------- ---------
To authorise the Directors
12 to buy back shares 5,672,384 68,211 19,508
---------------------------------- --------- ------- ---------
For further information, please contact:
Pembroke VCT plc
+44 20 7766 6900
Peter Dubens
Cornerstone Communications
+44 7917 080 365
Richard Acworth
Oakley Investment Managers LLP (Manager)
+44 20 7766 6900
Andrew Wolfson / Simon Male
The City Partnership (UK) Limited (Company Secretary)
+44 131 510 7465
Doreen Nic
This information is provided by RNS
The company news service from the London Stock Exchange
END
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