TIDMPEMB
RNS Number : 0363O
Pembroke VCT PLC
28 September 2023
Pembroke VCT plc (the "Company")
Results of Annual General Meeting
At the Annual General Meeting of the Company held on Thursday 28
September 2023 at 10.00am, 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 2023.
2. To receive and approve the Directors' Remuneration Report for the year ended 31 March 2023.
3. To approve the Directors' Remuneration Policy.
4. To re--appoint BDO LLP as auditor of the Company to hold
office until the conclusion of the next annual general meeting at
which accounts are laid before the Company.
5. To authorise the Directors to fix the remuneration of the auditor.
6. To re-elect David Till as a Director of the Company.
7. That, in accordance with article 147 of the Company's
articles of association (the "Articles") and in addition to
existing authorities, the Directors of the Company 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 and issue the following B
Ordinary shares of 1 pence each in the capital of the Company ("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 the date of this resolution 7 and ending on the
later of the date of the Company's next annual general meeting or
the date falling 15 months after the date of the passing of this
resolution:
B Ordinary Shares up to an aggregate nominal amount representing
10% of the issued
B Ordinary Share capital from time to time (approximately
18,960,473 B Ordinary Shares
at the date of this notice).
8. That, in addition to any existing authorities, in accordance
with section 551 of the Act, the Directors be and are hereby
generally and unconditionally authorised to exercise all the powers
of the Company to allot:
a. B Ordinary Shares up to an aggregate nominal amount of
GBP600,000 in connection with offer(s) for subscription; and
b. B Ordinary Shares up to an aggregate nominal amount representing 20% of the issued B
Ordinary Shares from time to time; and
that, in connection with the use of the authority, the Directors
may pay commission(s) including in the form of fully or partly paid
shares in accordance with article 9 of the Articles and provided
that this authority shall, unless renewed, extended, varied or
revoked by the Company, expire on the later of the date of the
Company's next annual general meeting or the date falling 15 months
after the date of the passing of this resolution save that the
Company may, before such expiry, make offers or agreements which
would or might require B Ordinary Shares to be allotted and the
Directors may allot B Ordinary Shares in pursuance of such offers
or agreements notwithstanding that the authority conferred by this
resolution has expired.
Special Resolutions
9. That, in accordance with section 570(1) of the Act, the
Directors be and are hereby given power to allot or make offers or
agreements to allot equity securities (as defined in section 560 of
the Act) for cash pursuant to the authorities conferred by
resolution 7 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
10. That, in accordance with section 570(1) of the Act, the
Directors be and are hereby given power to allot or make offers or
agreements to allot equity securities (as defined in section 560 of
the Act) for cash pursuant to the authorities conferred by
resolution 8 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 the said power which would or
might require equity
securities to allotted after the expiry of the said power and
the Directors may allot equity
securities in pursuance of such offers or agreements
notwithstanding the expiry of such
power.
11. 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 as at 31 March 2023, be and is hereby cancelled at the
date the court order is made confirming such cancellation.
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 B Ordinary Shares provided
that:
(i) the maximum number of B Ordinary Shares hereby authorised to be purchased is an amount
equal to 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 a B Ordinary Share is 1 pence per share, the
nominal amount thereof;
(iii) the maximum price which may be paid for a B Ordinary Share is an amount equal to the
higher of (a) 105% of the average of the middle market quotation
per B Ordinary Share
taken from the London Stock Exchange Daily Official List for the
five business days
immediately preceding the day on which such B Ordinary Share is
to be purchased and (b)
the amount stipulated by Article 5(6) of the Market Abuse
Regulation.
(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 2024 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 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 B Ordinary
Shares in pursuance of any such contract or contracts as if the
authority conferred hereby had
not expired.
Resolution % For & % Against Shares
Discretionary Withheld
Directors' and Independent Auditor's Reports
1. and Financial Statements 99.92 0.08 14,878
--------------------------------------------- --------------- ---------- ----------
2. Directors' Remuneration Report 98.62 1.38 26,947
--------------------------------------------- --------------- ---------- ----------
3. Directors' Remuneration Policy 98.50 1.50 41,217
--------------------------------------------- --------------- ---------- ----------
4. Re-appoint BDO LLP as auditor 99.00 1.00 28,991
--------------------------------------------- --------------- ---------- ----------
5. Auditor remuneration 99.78 0.22 29,125
--------------------------------------------- --------------- ---------- ----------
6. Re-elect David Till 99.62 0.38 29,200
--------------------------------------------- --------------- ---------- ----------
7. Allot shares re DIS 99.69 0.31 30,645
--------------------------------------------- --------------- ---------- ----------
8. Allot shares re offer and generally 99.06 0.95 22,267
--------------------------------------------- --------------- ---------- ----------
9. Authority to disapply pre-emption rights re 98.27 1.73 64,382
DIS allotments
--------------------------------------------- --------------- ---------- ----------
10. Authority to disapply pre-emption rights re 98.22 1.78 44,715
offer and general allotments
--------------------------------------------- --------------- ---------- ----------
11. Cancellation of share premium account 99.73 0.27 69,764
--------------------------------------------- --------------- ---------- ----------
12. Share buyback authority 99.73 0.27 15,733
--------------------------------------------- --------------- ---------- ----------
For further information, please contact:
Andrew Wolfson / Chris Lewis
Pembroke Investment Managers LLP (Manager)
+44 20 7766 6900
Robin Smeaton
The City Partnership (UK) Limited (Company Secretary)
enquiries@city.uk.com
Keith Lassman
Howard Kennedy Corporate Services LLP
keith.lassman@howardkennedy.com
Seven Hills PR
Gary O'Sullivan
0781 790 3406
gary.osullivan@wearesevenhills.com
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