Results of General Meeting (9755Y)
March 08 2012 - 7:43AM
UK Regulatory
TIDMVEN2
RNS Number : 9755Y
Ventus 2 VCT PLC
08 March 2012
Ventus 2 VCT plc
Notice of Resolutions Passed
At a General Meeting of Ventus 2 VCT plc (the "Company") duly
convened and held at Berger House, 36/38 Berkeley Square, London
W1J 5AE at 11.00am on 8 March 2012 the following resolutions were
duly passed:
Ordinary Resolutions
1. THAT the authorised share capital of the Company be increased
by GBP5,000,000, by the creation of 20,000,000 ordinary shares (an
increase of 66.7 per cent).
2. THAT, in substitution for existing authorities, the Directors 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 and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal value of GBP5,000,000 during the period commencing on the passing of this resolution and expiring on the fifth anniversary of this resolution (unless 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 shares to be allotted after such expiry.
Special Resolutions
3. That, in addition to its existing authorities, the Company be
authorised in accordance with Section 701 of the Act to make market
purchases (within the meaning of Section 693(4) of the Act) of
ordinary shares of 25p each in the Company in connection with a
tender offer (details of which are set out in the circular to
shareholders dated 3 February 2012) to all holders of ordinary
shares to purchase up to 14,000,000 ordinary shares (representing
approximately 57.1 per cent of the issued ordinary shares capital
of the Company as at the date of this notice) at a price equal to
the latest published net asset value per ordinary share immediately
prior to purchase (adjusted for any dividends paid subsequent to
such publication), divided by 1.055, rounded up the nearest tenth
of a penny (which price shall, for the purposes of section
701(3)(b) of the Act constitute both the maximum and minimum price
that may be paid for the ordinary share purchased) provided that
the authority conferred by this resolution shall expire on the
first anniversary of the passing of this resolution save that the
Company may, before the expiry of the authority granted by this
resolution, enter into a contract to purchase ordinary shares which
will or may be executed wholly or partly after the expiry of such
authority.
4. THAT, in substitution for existing authorities, the Directors
be and are hereby empowered in accordance with section 570(1) of
the Act during the period commencing on the passing of this
resolution and expiring on the fifth anniversary of this resolution
(unless previously revoked, varied or extended by the Company in
general meeting), to allot equity securities (as defined in Section
560 of the Act) for cash pursuant to the general authority
conferred upon the Directors in resolution 2 above as if section
561 of the Act did not apply to any such allotment provided that
this power shall expire on the fifth anniversary of the resolution
but so that this authority shall allow the Company to make offers
or agreements before the expiry and the Directors may allot equity
securities in pursuance of such offers or agreements as if the
powers conferred hereby had not so expired.
5. THAT article 135.1 of the Company's Articles of Association
be amended to delete the words "2014" and substituting the words
"2018" therefor.
Proxy votes cast were:
Resolution For Against
----------- ---------- --------
1 3,361,184 51,697
2 3,364,254 48,627
3 3,336,409 66,188
4 2,891,814 273,627
5 2,901,944 271,077
----------- ---------- --------
For further information, please contact:
The City Partnership (UK) Limited, 0131 2437210
8 March 2012
This information is provided by RNS
The company news service from the London Stock Exchange
END
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