TIDMPEMB
RNS Number : 7874A
Pembroke VCT PLC
01 October 2020
Pembroke VCT plc
Results of Annual General Meeting
At the Annual General Meeting of Pembroke VCT plc (the
"Company") held on 30 September 2020 at 9.00am, the following
resolutions were duly passed. (As announced on 25 September 2020,
resolution 2, which proposed a final dividend of 3p per B ordinary
share, was withdrawn and an interim dividend of 3p per B ordinary
share payable on 12 November 2020 with a record date of 9 October
2020 was declared.)
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 2020.
3. To approve the Directors' Remuneration Policy.
4. To receive and approve the Directors' Remuneration Report for
the year ended 31 March 2020.
5. To appoint BDO 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.
6. To authorise the Directors to fix the remuneration of the auditor.
7. To re-elect David Till as a Director of the Company.
8. 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 are 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 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 8 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. 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 100,185,546 B Ordinary shares at the date of
this notice).
Special Resolutions
9. That, in accordance with s570(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 s560 of the Act) for cash
pursuant to the authorities conferred by resolution 8 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.
10. That the Company be and is hereby generally and
unconditionally authorised within the meaning of s701 of the Act to
make market purchases of B Ordinary Shares of 1 pence each in the
capital of the Company ("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 2021 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.
All resolutions were put to the vote on a poll the results of
the poll are as follows:
Resolution For Against Vote
Withheld
To receive the Directors' Report
and Financial Statements together
1 with the Independent Auditor's Report 4,241,214 - 2,866
--------------------------------------- ----------- -------- ---------
To approve the Directors' Remuneration
3 Policy 4,173,794 45,911 24,375
--------------------------------------- ----------- -------- ---------
To receive and approve the Directors'
4 Remuneration Report 4,173,794 45,911 24,375
--------------------------------------- ----------- -------- ---------
5 To appoint BDO LLP as auditors 4,218,691 11,410 24,375
--------------------------------------- ----------- -------- ---------
To authorise the Directors to fix
6 the remuneration of the auditors 4,213,557 2,866 27,657
--------------------------------------- ----------- -------- ---------
7 To re-elect David Till as a director. 4,224,956 19,124 -
--------------------------------------- ----------- -------- ---------
To authorise the allotment and issue
8 of B Ordinary shares under the DIS 4,179,657 21,755 42,668
--------------------------------------- ----------- -------- ---------
To disapply pre-emption rights for
9 DIS allotments 4,107,964 93,448 42,668
--------------------------------------- ----------- -------- ---------
To authorise the Directors to buy
10 back shares 4,188,481 12,931 42,668
--------------------------------------- ----------- -------- ---------
For further details about the Company please either visit the
Company's website: www.pembrokevct.com
or contact:
Doreen Nic
The City Partnership (UK) Limited (Company Secretary)
enquiries@city.uk.com
Andrew Wolfson / Chris Lewis
Pembroke Investment Managers LLP (Manager)
+44 20 7766 6900
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END
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