Ventus 2 VCT PLC Results of GM (8936V)
December 18 2013 - 9:30AM
UK Regulatory
TIDMVEN2
RNS Number : 8936V
Ventus 2 VCT PLC
18 December 2013
Ventus 2 VCT plc
Results of General Meeting
At the General Meeting of Ventus 2 VCT plc (the "Company") duly
convened and held at the offices of Howard Kennedy LLP, 19
Cavendish Square, London W1A 2AW at 11.30am on 18 December 2013 the
following resolutions were duly passed as ordinary and special
resolutions respectively:
Ordinary Resolutions
1. THAT, the authorised share capital of the Company be
increased from GBP17,500,000 to GBP22,500,000 by the creation of
20,000,000 D ordinary shares of 25 pence each ("D Shares") having
the rights and being subject to the restrictions set out in the
amended articles of association of the Company to be adopted
pursuant to resolution number 5.
2. THAT, in addition to existing authorities, the directors of
the Company be and hereby are 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 shares in the capital of the Company and to grant rights to
subscribe for or to convert any security into shares in the Company
up to an aggregate nominal amount of GBP5,000,000, provided that,
the authority conferred by this resolution 2 shall expire on the
conclusion of the annual general meeting of the Company to be held
in 2015 (unless renewed, varied or revoked by the Company in a
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 or rights to be
granted after such expiry.
3. THAT, the IMA Deed of Variation, details of which are set out
on page 9 of the circular to the shareholders of the Company dated
19 November 2013 (the "Circular"), be approved.
Special Resolutions
4. THAT, the directors of the Company be and hereby are
empowered pursuant to Sections 570 and 573 of the Act to allot or
make offers to or agreements to allot equity securities (which
expression shall have the meaning ascribed to it in Section 560(1)
of the Act) for cash pursuant to the authority given pursuant to
resolution 2, as if Section 561(1) of the Act did not apply to such
allotment, provided that the power provided by this resolution 4
shall expire on the conclusion of the annual general meeting of the
Company to be held in 2015 (unless renewed, varied or revoked by
the Company in general meeting)
5. THAT, the articles of association of the Company be amended
(i) to reflect the increase in its share capital (ii) to set out
the rights and restrictions to be attached to the D Shares and
(iii) to extend the date on which shareholders vote as to whether
the Company should continue as a venture capital trust by two
years, in each case as set out in the amended articles of
association produced to the meeting and, for the purpose of
identification, initialled by the Chairman.
6. THAT, subject to and in accordance with Article 10 of the
Company's articles of association, the Company be generally and
unconditionally authorised to make market purchases (within the
meaning of section 693(4) of the Act) of D Shares on such terms as
the directors think fit, and where such shares are held as treasury
shares, the Company may use them for the purposes set out in
section 727(1) and 729(1) of the Act, provided that:
(a) the maximum number of D Shares hereby authorised to be
purchased is an amount equal to 10% of the D Shares in issue
immediately following the Offer;
(b) the minimum price, exclusive of any expenses, which may be paid for a D Share is 25p;
(c) the maximum price, exclusive of any expenses, which may be
paid for each D Share is an amount equal to the higher of: (a) 105%
of the average of the middle market quotations for a D Share, as
derived from the London Stock Exchange Daily Official List, for the
five business days immediately preceding the day on which the D
Share is purchased; and (b) the amount stipulated by Article 5(1)
of the Buy-back and Stabilisation Regulation 2003; and
(d) the authority hereby conferred shall, unless previously
revoked or varied, expire on the conclusion of the annual general
meeting of the Company to be held in 2015, except in relation to
the purchase of D Shares the contract for which was concluded
before the expiry of this authority and which will or may be
executed wholly or partly after such expiry.
7. THAT, subject to the approval of the High Court of Justice,
the amount standing to the credit of the share premium account of
the Company immediately following the closing of the Offer be
cancelled.
Proxy votes cast were as follows:
Resolution For Against Withheld
--- ------------------------------ -------- -------- ---------
Increase in authorised share
1. capital 424,209 10,004 0
--- ------------------------------ -------- -------- ---------
2. Authority to allot shares 424,209 10,004 0
--- ------------------------------ -------- -------- ---------
3. IMA Deed of Variation 425,739 8,474 0
--- ------------------------------ -------- -------- ---------
Authority to allot shares
4. other than pro rata 424,209 10,004 0
--- ------------------------------ -------- -------- ---------
5. Amendments to the Articles 424,209 10,004 0
--- ------------------------------ -------- -------- ---------
6. Market purchases of D shares 425,739 8,474 0
--- ------------------------------ -------- -------- ---------
Cancellation of share premium
7. account 425,739 8,474 0
--- ------------------------------ -------- -------- ---------
For further information please contact: The City Partnership
(UK) Limited on 0131 243 7210
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMEALAPFAPDFFF
Ventus 2 Vct (LSE:VEN2)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ventus 2 Vct (LSE:VEN2)
Historical Stock Chart
From Jul 2023 to Jul 2024