Albion EnterpriseVCT Albion Enterprise Vct Plc : Agm Statement
27 Agosto 2015 - 6:56AM
UK Regulatory
TIDMAAEV
At an Annual General Meeting of Albion Enterprise VCT PLC, duly convened
and held at the City of London Club, 19 Old Broad Street, London on 27
August 2015 the following resolutions were passed:
Ordinary resolutions numbers 1 to 6 were passed.
The following items of Special Business were passed of which resolution
7 was passed as an ordinary resolution and 8 to 10 were passed as
special resolutions.
Special Business
7. Authority to allot shares
That the Directors be generally and unconditionally authorised in
accordance with section 551 of the Companies Act 2006 (the "Act") to
allot Ordinary shares of nominal value 1 penny per share in the Company
up to an aggregate nominal amount of GBP88,454 (which comprises
approximately 20 per cent. of the Company's Ordinary shares) provided
that this authority shall expire 18 months from the date that this
resolution is passed, or, if earlier, the conclusion of the next Annual
General Meeting of the Company, but so that the Company may, before such
expiry, make an offer or agreement which would or might require shares
to be allotted or rights to subscribe for or convert securities into
shares to be granted after such expiry and the Directors may allot
shares or grant rights to subscribe for or convert securities into
shares pursuant to such an offer or agreement as if this authority had
not expired.
8. Authority for the disapplication of pre-emption rights
That the Directors be empowered, pursuant to section 570 of the Act, to
allot equity securities (within the meaning of section 560 of the Act)
for cash pursuant to the authority conferred by resolution number 7 as
if section 561(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to the allotment of equity
securities:
(a) in connection with an offer of such securities by way of rights
issue;
(b) pursuant to any Dividend Reinvestment Scheme introduced or operated
by the Company;
(c) in connection with the Albion VCTs Prospectus Top Up Offers
2014/2015 and similar Offers; and
(d) otherwise than pursuant to sub-paragraphs (a) to (c) above, up to an
aggregate nominal amount of GBP88,454 (equal to approximately 20 per
cent. of the Ordinary share capital).
This authority shall expire 18 months from the date that this resolution
is passed or, if earlier, the conclusion of the next Annual General
Meeting of the Company, save that the Company may, before such expiry,
make an offer or agreement which would or might require equity
securities to be allotted after such expiry and the Directors may allot
equity securities in pursuance of any such offer or agreement as if this
power had not expired.
This power applies in relation to a sale of treasury shares as if all
references in this resolution to an allotment included any such sale and
in the first paragraph of the resolution the words "pursuant to the
authority conferred by resolution number 7" were omitted in relation to
such a sale.
"Rights issue" means an offer of equity securities to holders of shares
in the capital of the Company on the register on a record date fixed by
the Directors in proportion as nearly as may be to the respective
numbers of Ordinary shares held by them, but subject to such exclusions
or other arrangements as the Directors may deem necessary or expedient
to deal with any treasury shares, fractional entitlements or legal or
practical issues arising under the laws of, or the requirements of any
recognised regulatory body or any stock exchange in, any territory or
any other matter.
9. Authority to purchase own shares
That, the Company be generally and unconditionally authorised to make
market purchases (within the meaning of section 693(4) of the Act) of
Ordinary shares of 1 penny each in the capital of the Company ("Ordinary
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 of the Act, provided that:
(a) the maximum aggregate number of shares hereby authorised to be
purchased is 14.99 per cent. of the issued Ordinary share capital of the
Company as at the date of the passing of this resolution;
(b) the minimum price which may be paid for a share shall be 1 penny
(exclusive of expenses);
(c) the maximum price (exclusive of expenses) which may be paid for a
share shall be an amount being not more than the higher of (i) 105 per
cent. of the average of the middle market quotations (as derived from
the Daily Official List of the London Stock Exchange) for the shares for
the five business days immediately preceding the date of purchase and
(ii) the higher of the price of the last independent trade and the
highest current independent bid relating to a share on the trading venue
where the purchase is carried out; and
(d) unless previously varied, revoked or renewed, the authority hereby
conferred shall expire 18 months from the date that this resolution is
passed or, if earlier, at the conclusion of the Annual General Meeting
of the Company to be held after the passing of this resolution, save
that the Company may, at any time prior to such expiry, enter into a
contract or contracts to purchase shares under such authority which
would or might be completed or executed wholly or partly after the
expiration of such authority and may make a purchase of shares pursuant
to any such contract or contracts as if the authority conferred hereby
had not expired.
Under section 724-732 of the Act, Ordinary shares purchased by the
Company out of distributable profits can be held as treasury shares,
which may then be cancelled or sold for cash. The authority sought by
this special resolution is intended to apply equally to shares to be
held by the Company as treasury shares in accordance with the
Regulations.
10. Authority to sell treasury shares
That the Directors be empowered to sell treasury shares at the higher of
the prevailing current share price and the price at which they were
bought in at.
27 August 2015
For further information please contact:
Albion Ventures LLP
Tel: 0207 601 1850
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Albion Enterprise VCT PLC via Globenewswire
HUG#1947957
http://www.closeventures.co.uk
(END) Dow Jones Newswires
August 27, 2015 07:56 ET (11:56 GMT)
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