TIDMNCA2
New Century AIM VCT 2 Plc
Contents
Page
Letter from the Chairman 2-4
Notice of meeting 5
Form of Proxy 6
Dear Shareholder
I have pleasure in sending notice of an Extraordinary General
Meeting ("EGM") for shareholders of New Century AIM VCT 2 Plc (the
"Company" or the "Trust"), which will be held at the Honourable
Artillery Company, Armoury House, City Road, London EC1Y 2BQ on
Thursday 9 December 2021 at 12.30 p.m.
The business to be considered at the EGM is detailed in this
document along with explanatory notes and appendices for the
resolution set out in this notice.
This Letter also provides the latest information in relation to
the arrangements for the EGM in light of the continuing COVID-19
situation.
Background
The Company held its annual general meeting on 24 June 2021.
Pursuant to article 163 of the Company's articles of association
("Articles"), an ordinary resolution requesting that the Company's
shareholders approve the Company continue in being a venture
capital trust was tabled at the meeting.
The resolution was passed at the meeting with 57.34% of the
votes cast at the AGM voting for the ordinary resolution and the
shareholders approved the Company continuing as a venture capital
trust.
Pursuant to s303 Companies Act 2006, Mike Barnard, holding 11.2%
of the Company's paid up share capital, has requested that the
board of directors ("Board") convene a general meeting of the
Company for the purpose of tabling a special resolution proposing
to wind up the Company ("Special Resolution").
Board Recommendation
The Board is divided as to whether the passing of the Special
Resolution would be in the best interests of the Company and the
shareholders as a whole and is therefore unable to make a unanimous
recommendation in respect of the Special Resolution.
As the Board does not agree on the best course of action
regarding the Special Resolution, members of the Board will not be
contacting individual shareholders in respect of the Special
Resolution and the Board has agreed that there will be no further
communication from Board members to shareholders in regard to the
Special Resolution until the actual EGM.
I urge shareholders to vote on the Special Resolution, as the
result of your vote on this resolution will determine the future
course of action your Board will follow.
Director recommending the passing of the Special Resolution and
winding up the Company
Mike Barnard directly or indirectly holds 517,498 shares in the
Company which is equivalent to 11.2% of the issued share
capital.
Directors recommending voting against the passing of the Special
Resolution and not winding up the Company
Geoff Gamble directly or indirectly holds 106,550 shares in the
Company which is equivalent to 2.3% of the issued share
capital.
Simon Like directly or indirectly holds 145,800 shares in the
Company which is equivalent to 3.2% of the issued share capital. In
addition to being a director of the Company, Simon Like is a
director and senior fund manager at Oberon Investments Limited, the
Company's investment manager and broker. Oberon Investments Limited
is renumerated by the Company for these services.
Peter Riley directly or indirectly holds 3,000 shares in the
Company which is equivalent to 0.1% of the issued share
capital.
Directors offering no recommendation on the Special
Resolution
Ian Cameron Mowat directly or indirectly holds 67,065 shares in
the Company which is equivalent to 1.5% of the issued share
capital.
EGM
With Covid 19 still very much in the forefront of our minds I
realise that shareholders may not wish to physically attend the
EGM. In this case you will use the form enclosed to make your
wishes known to the Board.
I would urge all shareholders who feel able to do so to attend
the EGM details of which are enclosed as at the meeting questions
will be welcomed and answered to the best of the Board's ability.
Would shareholders who wish to attend the EGM please contact the
Company Secretary by email in advance at
CompanySecretarial@uk.tricorglobal.com
so we can make the proper arrangements.
Shareholders are urged to register their proxy votes
electronically or by return of both Forms of Proxy which has been
sent to shareholders who have opted to receive copies by post.
Please return your forms as soon as possible and in any event prior
to 12.30 p.m. on Tuesday 7 December 2021. If you hold your shares
through a nominee service, please contact the nominee service
provider regarding the process for appointing a proxy.
The formal business of the meeting will include a special
resolution to voluntarily wind up the Company.
The Board appreciates that beyond voting on the formal business
of the meeting, the EGM also serves as a forum for shareholders to
raise questions and comments to the Board. Should shareholders wish
to ask the Board any questions prior to the EGM, we request that
they do so by email to: CompanySecretarial@uk.tricorglobal.com.
The voting result of the resolution put before the EGM will be
announced as soon as possible following the EGM.
Thank you for your continued support.
Yours sincerely
Geoff Gamble
Chairman
16 November 2021
Notice of Extraordinary General Meeting
Notice is hereby given that an extraordinary general meeting of
New Century AIM VCT 2 PLC will be held at the Honourable Artillery
Company, Armoury House, City Road, London EC1Y 2BQ on Thursday 9
December 2021 at 12.30 p.m. for the following purposes:
SPECIAL BUSINESS
To consider and if thought fit, pass the following resolution as
a Special Resolution:-
1. WINDING UP THE COMPANY
To voluntarily wind up the Company.
By Order of the Board Registered Office:
4(th) Floor, 50 Mark Lane
London EC3R 7QR
Stephen Martin FCG
(for Tricor Secretaries Limited)
Company Secretary
16 November 2021
NOTES
1. A member entitled to attend and vote at the extraordinary general meeting
may appoint one or more proxies to attend and vote in his/her stead. A
proxy need not be a member.
b) A form of proxy is enclosed which, to be effective, must be
completed and delivered to the registrars of the company, Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen B62
8HD so as to be received by no later than 48 hours before the time
the extraordinary general meeting is scheduled to begin. The
completion and return of the form of proxy will not affect the
right of a member to attend and vote at the extraordinary general
meeting.
Proxy Form
New Century AIM VCT 2 PLC
Extraordinary General Meeting -- Thursday 9 December 2021
I/We....................................................................................................................................
(block capitals please)
of....................................................................................................................................
being a member of New Century AIM VCT 2 PLC, hereby appoint
or failing him/her, the Chairman of the meeting, to be my/our
proxy and vote for me/us on my/our behalf at the extraordinary
general meeting of the company to be held on Thursday 9 December
2021 and at any adjournment thereof. The proxy will vote as
indicated below in respect of the resolutions set out in the notice
of meeting:
Special Business For Against Withheld
To voluntarily wind up the Company (Special
Resolution)
Signed: ..................................................
Dated: .................................................2021
NOTES
1. A member wishing to appoint a person other than the Chairman of the
meeting as proxy should insert the name and address of such person in the
space provided.
2. Use of the proxy form does not preclude a member from attending and
voting in person.
3. Where this form of proxy is executed by a corporation it must be either
under its seal or under the hand of an officer or attorney duly
authorised.
4. If the proxy form is signed and returned without any indication as to how
the proxy shall vote, the proxy will exercise his/her discretion as to
whether and how he/she votes.
5. To be valid, the proxy form must be received by the Registrars no later
than 48 hours before the commencement of the meeting.
Third fold and tuck in
Neville Registrars Ltd
Registrars for New Century AIM VCT 2 PLC
Neville House
Steelpark Road
Halesowen
West Midlands B62 8HD
Second fold
View source version on businesswire.com:
https://www.businesswire.com/news/home/20211117005684/en/
CONTACT:
New Cent. Aim Vct 2
SOURCE: New Cent. Aim Vct 2
Copyright Business Wire 2021
(END) Dow Jones Newswires
November 17, 2021 05:11 ET (10:11 GMT)
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