Notice of AGM Resolutions Passed
July 10 2009 - 1:15PM
UK Regulatory
TIDMVEN3
RNS Number : 5268V
Ventus 3 VCT PLC
10 July 2009
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Ventus 3 VCT plc
(Registration number 5667211)
Notice of Resolutions Passed
At an annual general meeting of Ventus 3 VCT plc (the "Company") duly convened
and held at the offices of Climate Change Capital, 3 More London Riverside,
London SE1 2AQ at 12.30pm on 1 July 2009 the following resolutions were duly
passed as ordinary and special resolutions respectively:
Ordinary Resolutions
1. To receive the Company's audited Annual Report and Financial Statements
for the year ended 28
February 2009.
2. To declare a final dividend of 1.50p per ordinary share in respect of the
year ended 28 February 2009.
3. To approve the Directors' Remuneration Report for the year ended 28
February 2009.
4. To re-elect Mr Paul Thomas as a Director of the Company.
5. To re-elect Mr David Pinckney as a Director of the Company.
6. To appoint PKF (UK) LLP as Auditor of the Company to hold office until the
conclusion of the next
general meeting at which accounts are laid
before the Company.
7. To authorise the Directors to determine the remuneration of the Auditor.
8. (i) That the Directors be and are hereby generally and unconditionally
authorised in accordance with section 80 of the Companies Act 1985 (as amended)
(the "Act") to exercise all the powers of the Company to allot relevant
securities (as defined in that section) up to an aggregate nominal amount of
GBP931,079 (3,724,318 shares of 25p each) during the period commencing on the
passing of this resolution and expiring on the earlier of the date of the AGM of
the Company to be held in 2010 and the date which is 18 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 in
accordance with section 80 of the Act be and
they are hereby revoked, provided that such revocation shall not have
retrospective effect.
Special Resolutions
9. The Directors be and are hereby empowered pursuant to Section 95(1) of the
Act to allot or make offers or agreements to allot equity securities (which
expression shall have the meaning ascribed to it in Section 94(2) of the Act)
for cash pursuant to the authority given in accordance with Section 80 of the
Act by the Resolution 8 set out in this notice of AGM as if section 89(1) of the
Act did not apply to such allotment provided that this power shall expire on the
date falling 18 months after the date of the passing of this resolution and
provided further that this power shall be limited to the allotment and issue of
equity securities in connection with:
(i) the allotment of equity securities with an aggregate nominal value of up
to but not exceeding GBP279,324, representing 1,117,295 shares or 10% of the
issued ordinary share capital, where the proceeds of the allotment are to be
used in whole or in part to purchase the Company's Ordinary shares, and
(ii)the allotment of equity securities with an aggregate nominal value of up to
but not exceeding GBP139,662, representing 558,648 or 5% of the issued ordinary
share capital of the Company.
10. That the Company be and is hereby generally and unconditionally authorised
for the purpose of section 166 of the Act to make market purchases (as defined
in section 163(3) of the Act) of ordinary shares of 25p each in the capital of
the Company ("Ordinary Shares") provided that:
(i) The maximum aggregate number of Ordinary Shares hereby authorised to be
purchased is an amount equal to 1,674,825 shares, representing 14.99% of the
issued ordinary share capital of the Company;
(ii) The minimum price which may be paid for an Ordinary Share is 25p per
share;
(iii) The maximum price, exclusive of any expenses, which may be paid for an
Ordinary Share is an amount equal to the higher of; (a) 105% of the average of
the middle market prices shown in the quotations for an ordinary share in The
London Stock Exchange Daily Official List for the five business days immediately
preceding the day on which that ordinary share is purchased; and (b) the amount
stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
(iv) The authority hereby conferred shall (unless previously renewed or
revoked) expire on the earlier of the AGM of the Company to be held in 2010 and
the date which is 18 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
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 Shares in pursuance of any such contract or
contracts as if the authority conferred hereby had not expired.
For further information, please contact:
Robin Smeaton, The City Partnership (UK) Limited, 0131 220 8226
This information is provided by RNS
The company news service from the London Stock Exchange
END
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