TIDMPEMV TIDMPEMB
RNS Number : 9340N
Pembroke VCT PLC
27 September 2019
Pembroke VCT plc
Results of Annual General Meeting
At the Annual General Meeting of Pembroke VCT plc (the
"Company") held on Thursday 26 September 2019 at 8.30am, 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 2019.
2. To approve final dividends of 3 pence per Ordinary share and
3 pence per B Ordinary share in respect of the year ended 31 March
2019 with a payment date of 31 October 2019 and a record date of 27
September 2019.
3. To receive and approve the Directors' Remuneration Report for
the year ended 31 March 2019.
4. To re--appoint Grant Thornton 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.
5. To authorise the Directors to fix the remuneration of the auditor.
6. To re--elect Jonathan Djanogly as a Director of the Company.
7. To re--elect Laurence Blackall as a Director of the Company.
8. To elect David Till as a Director of the Company.
9. That, in accordance with article 147 of the Company's
Articles of Association and in addition to existing authorities,
the Directors of the Company be and hereby generally and
unconditionally authorised in accordance with s551 of the Companies
Act 2006 (the "Act") to exercise all the powers of the Company to
allot and issue Ordinary and 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 on the date of this
Resolution 9 and ending on the date of the next AGM or the date
falling 15 months after the date of the passing of this
resolution:
a. Ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares") up to an aggregate nominal amount representing
10% of the issued Ordinary Share capital from time to time
(approximately 1,809,579 Ordinary shares at the date of this
notice); and
b. B Ordinary shares of 1 pence each in the capital of the
Company ("B Ordinary Shares") up to an aggregate nominal amount
representing 10% of the issued B Ordinary Share capital from time
to time (approximately 5,214,089 B Ordinary shares at the date of
this notice).
Special Resolutions
10. That, in accordance with s570(1) of the Act, the Directors
be and are hereby given power to allot or make offer or agreements
to allot equity securities (as defined in s560 of the Act) for cash
pursuant to the authorities conferred by resolution 9 above as if
s561 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 s560 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.
11. That the Company be and is hereby generally and
unconditionally authorised within the meaning of s701 of the Act to
make market purchases of Ordinary and B Ordinary Shares of 1 pence
each in the capital of the Company ("Ordinary and B Ordinary
Shares") provided that:
(i) the maximum number of Ordinary and B Ordinary Shares hereby
authorised to be purchased is an amount equal to 14.99% of the
issued Ordinary and 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 an Ordinary or B
Ordinary Share is 1 pence per share, the nominal amount
thereof;
(iii) the maximum price which may be paid for an Ordinary Share
or B Ordinary Share is an amount equal to the higher of (i) 105% of
the average of the middle market quotation per Ordinary Share or B
Ordinary Share taken from the London Stock Exchange Daily Official
List for the five business days immediately preceding the day on
which such Ordinary Share or B Ordinary Share is to be purchased
and (ii) 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 2020 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 Ordinary or 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 Ordinary or B Ordinary Shares in pursuance of any such
contract or contracts as if the authority conferred hereby had not
expired.
At the Annual General Meeting of Pembroke VCT plc (the
"Company") held on Thursday 27
Proxy votes cast were as follows:
Resolution For Against Vote
Withheld
To receive the Directors' Report
and Financial Statements together
1 with the Independent Auditor's Report 5,855,093 0 0
----------------------------------------- --------- ------- ---------
To approve a final dividend of 3p
per Ordinary share and 3p per B Ordinary
2 share 5,855,093 0 0
----------------------------------------- --------- ------- ---------
To receive and approve the Directors'
3 Remuneration Report 5,841,392 13,701 0
----------------------------------------- --------- ------- ---------
To re-appoint Grant Thornton UK LLP
4 as auditors 5,836,718 15,575 2,800
----------------------------------------- --------- ------- ---------
To authorise the Directors to fix
5 the remuneration of the auditors 5,849,067 6,026 0
----------------------------------------- --------- ------- ---------
To re-elect Jonathan Djanogly as
6 a director. 5,844,946 5,572 4,575
----------------------------------------- --------- ------- ---------
To re-elect Laurence Blackall as
7 a director. 5,844,946 2,772 7,375
----------------------------------------- --------- ------- ---------
8 To elect David Till as a director. 5,839,684 8,034 7,375
----------------------------------------- --------- ------- ---------
To authorise the allotment and issue
of Ordinary and B Ordinary shares
9 under the DIS 5,830,707 24,386 0
----------------------------------------- --------- ------- ---------
To disapply pre-emption rights for
10 DIS allotments 5,821,982 33,111 0
----------------------------------------- --------- ------- ---------
To authorise the Directors to buy
11 back shares 5,799,009 56,084 0
----------------------------------------- --------- ------- ---------
For further details about the Company please either visit the
Company's website:
Pembroke VCT plc www.pembrokevct.com
or contact:
Pembroke Investment Managers LLP (Manager)
020 7766 2836
Andrew Wolfson
The City Partnership (UK) Limited (Company Secretary)
0131 243 7215
Doreen Nic
Cornerstone Communications
07917 080 365
Richard Acworth
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RAGEAXNXAFENEEF
(END) Dow Jones Newswires
September 27, 2019 03:15 ET (07:15 GMT)
Pembroke Vct (LSE:PEMV)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
Pembroke Vct (LSE:PEMV)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024