TIDMBSV
RNS Number : 4679M
British Smaller Companies VCT PLC
14 September 2023
BRITISH SMALLER COMPANIES VCT PLC
RESULT OF ANNUAL GENERAL MEETING
British Smaller Companies VCT plc (the "Company") announces that
at the Annual General Meeting of the Company held on 14 September
2023 the following resolutions proposed at the meeting
("Resolutions") were duly passed on a show of hands.
In accordance with the Company's obligations under Listing Rule
9.6.2, copies of the Resolutions passed at the Annual General
Meeting have been submitted to the National Storage Mechanism and
will shortly be available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Ordinary resolutions
(1) That the annual report and accounts for the year ended 31 March 2023 be received.
(2) That the Directors' Remuneration Report for the year ended
31 March 2023 be approved other than the part of such report
containing the Directors' Remuneration Policy.
(3) That the Director's Remuneration Policy contained in the
Director's Remuneration Report for the year ended 31 March 2023 be
approved.
(4) That Mr R Cook be re-elected as a director.
(5) That Mr A C N Bastin be re-elected as a director.
(6) That Mr J H Cartwright be re-elected as a director.
(7) That Ms P Sapre be elected as a director.
(8) That BDO LLP be re-appointed as auditor to the Company to
hold office until the conclusion of the next general meeting at
which accounts are laid before the Company and that the directors
be authorised to fix their remuneration.
(9) That 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 or to grant rights to
subscribe for or to convert any security into shares in the Company
up to an aggregate nominal amount of GBP8,000,000 (representing
approximately 33.2% of the Ordinary share capital in issue as at
the date of this notice), during the period commencing on the
passing of this Resolution and expiring on the later of 15 months
from the passing of this Resolution or the next Annual General
Meeting of the Company (unless previously revoked, varied or
extended by the Company in general meeting), save that this
authority shall allow the Company to make before the expiry of this
authority offers or agreements which would or might require shares
in the Company to be allotted, or rights to subscribe for or to
convert any security into shares to be granted, after such expiry
and that all previous authorities given to the directors be and
they are hereby revoked, provided that such revocation shall not
have retrospective effect.
(10) 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 Act to exercise
all the powers of the Company to allot shares in the Company up to
a maximum nominal amount of GBP1,500,000 in connection with the
Company's dividend reinvestment scheme (representing approximately
6.2% of the Ordinary share capital in issue as at the date of this
Notice) provided that the authority conferred by this Resolution
shall expire on the later of 15 months from the passing of this
Resolution or the next Annual General Meeting of the Company
(unless previously revoked, varied or extended by the Company in
general meeting) save that this authority shall allow the Company
to make, before the expiry of this authority, any offers or
agreements which would or might require Shares to be allotted or
rights to be granted after such expiry and the directors may allot
Shares in pursuance of any such offer or agreement notwithstanding
the expiry of such authority.
Special Resolutions
(11) That 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 at the
conclusion of the Company's next Annual General Meeting, or on the
expiry of 15 months following the passing of this Resolution,
whichever is the later, (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
9 above as if Section 561 of the Act did not apply to any such
allotment provided that this power is limited to the allotment of
equity securities in connection with the allotment for cash of
equity securities up to an aggregate nominal amount of
GBP8,000,000, but so that this authority shall allow the Company to
make offers or agreements before the expiry and the directors may
allot securities in pursuance of such offers or agreements as if
the powers conferred hereby had not so expired. This power applies
in relation to a sale of shares which is an allotment of equity
securities by virtue of Section 560(3) of the Act as if in the
first sentence of this Resolution the words "pursuant to the
general authority conferred upon the directors in Resolution 9
above" were omitted.
(12) That conditional upon the passing of Resolution 10 above
and in addition to existing authorities, the directors of the
Company be and hereby are empowered pursuant to Section 571 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 560(1) of the Act) for cash pursuant to the authority
granted by Resolution 10 above, as if Section 561 of the Act did
not apply to any such allotment and so that:
(a) reference to allotment of equity securities in this
Resolution shall be construed in accordance with Section 560(2) of
the Act; and
(b) the power conferred by this Resolution shall enable the
Company to make any offer or agreement before the expiry of the
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 in pursuance of any such offer or agreement
notwithstanding the expiry of such power.
The power provided by this Resolution shall expire on the later
of 15 months from the passing of this Resolution or the next Annual
General Meeting of the Company (unless previously revoked, varied
or extended by the Company in general meeting).
(13) That in substitution for any existing authority but without
prejudice to the exercise of any such power prior to the date
hereof, the Company be generally and unconditionally authorised to
make one or more market purchases (within the meaning of Section
693(4) of the Act of ordinary shares of 10 pence in the capital of
the Company provided that:
a. The maximum aggregate number of ordinary shares that may be
purchased is 36,161,754 being 14.99 per cent of the issued ordinary
shares (excluding treasury shares) as at 16 June 2023;
b. The maximum price (excluding expenses) which may be paid for
an ordinary share is an amount equal to the maximum amount
permitted to be paid in accordance with rules of the UK Listing
Authority in force as at the date of purchase;
c. The minimum price (excluding expenses) which may be paid for
an ordinary share is its nominal value;
d. This authority shall take effect from 14 September 2023 and
shall expire at the conclusion of the Company's Annual General
Meeting in 2026 or on 14 September 2026, whichever is the later;
and
e. The Company may make a contract or contracts to purchase
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 ordinary shares
in pursuance of any such contract or contracts.
Proxy votes received were:
% % Against Shares
Resolution For Withheld
Ordinary Resolutions
------ ------------ -------------
1. To receive the annual report and accounts 99.66 0.34 20,530
-------------------------------------------- ------ ------------ -------------
To approve the Directors' Remuneration
2. Report 93.65 6.35 244,008
-------------------------------------------- ------ ------------ -------------
To approve the Directors' Remuneration
3. Policy 93.12 6.88 227,144
-------------------------------------------- ------ ------------ -------------
4. To re-elect Mr R Cook as a director 97.70 2.30 99,670
-------------------------------------------- ------ ------------ -------------
5. To re-elect Mr A C N Bastin as a director 97.20 2.80 111,430
-------------------------------------------- ------ ------------ -------------
6. To re-elect Mr J H Cartwright as a director 97.22 2.78 125,015
-------------------------------------------- ------ ------------ -------------
7. To elect Ms P Sapre as a director 97.15 2.85 143,239
-------------------------------------------- ------ ------------ -------------
8. To re-appoint BDO LLP as auditor 96.69 3.31 92,168
-------------------------------------------- ------ ------------ -------------
9. To authorise the directors to allot shares 99.32 0.68 32,941
-------------------------------------------- ------ ------------ -------------
10. To authorise the directors to allot shares 99.61 0.39 38,162
in connection with the Company's dividend
reinvestment scheme
-------------------------------------------- ------ ------------ -------------
% % Shares
For Against Withheld
Special Resolutions
------ --------- ----------
To waive pre-emption rights in respect
11. of the allotment of shares 94.46 5.54 143,512
------------------------------------------ ------ --------- ----------
To waive pre-emption rights in respect
of the allotment of shares in connection
with the Company's dividend reinvestment
12. scheme 97.51 2.49 166,097
------------------------------------------ ------ --------- ----------
To authorise the Company to make market
13. purchases of its own shares 90.64 9.36 14,926
------------------------------------------ ------ --------- ----------
14 September 2023
For further information, please contact:
David Hall YFM Private Equity Limited Tel: 0113 244 1000
Alex Collins Panmure Gordon (UK) Limited Tel: 0207 886 2767
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