Albion EnterpriseVCT Agm Statement
23 August 2017 - 3:32AM
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 22
August 2017 the following resolutions were passed:
Ordinary resolutions numbers 1 to 9 were passed. The following items of
Special Business were passed of which resolutions 10 and 12 and 13 were
passed as ordinary resolutions and 11 and 14 to 16 were passed as
special resolutions.
Special Business
10. Continuation as a venture capital trust
To continue as a venture capital trust until the Annual General Meeting
of the Company in 2027.
11. Amendment of Article 136
That existing Article 136 in the Articles of Association of the Company
be deleted and the following new Article 136 be inserted "At the Annual
General Meeting of the Company in 2027 and, if the Company has not been
wound-up or unitised or re-organised at each tenth Annual General
Meeting of the Company thereafter, the Directors shall procure that an
ordinary resolution will be proposed to the effect that the Company
shall continue in being as a venture capital trust."
12. Change in investment policy
That the Company's investment policy be clarified and amended by the
insertion of the following paragraphs:
VCT qualifying investments
In addition to the above, the investment policy is designed to ensure
that the Company continues to qualify and is approved as a VCT by HM
Revenue and Customs. It is intended that at least 80 per cent. of the
Company's funds will be invested in VCT qualifying investments.
Non-VCT qualifying investments
Funds held prior to investing in VCT qualifying assets or for liquidity
purposes will be held as cash on deposit, invested in floating rate
notes or similar instruments with banks or other financial institutions
with credit ratings, assigned by international credit agencies, of A or
better (on acquisition) or invested in liquid open-ended equity funds
providing income and capital equity exposure (where it is considered
economic to do so).
Investment in such open-ended equity funds will not exceed 10 per cent.
of the Company's assets at the time of investment.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within
venture capital trust qualifying industry sectors using a mixture of
securities. The tests set out above drive a spread of investment risk
through disallowing holdings of more than 15 per cent. in one portfolio
company and accordingly the maximum amount which the Company will invest
in a single company is 15 per cent. of the Company's investments at
cost. The value of an individual investment is expected to increase over
time as a result of trading progress and a continuous assessment is made
of investments' suitability for sale. It is possible that individual
holdings may grow in value to a point where they represent a
significantly higher proportion of total assets prior to a realisation
opportunity being available.
Gearing
Albion Enterprise VCT's maximum exposure in relation to gearing is
restricted to 10 per cent. of the adjusted share capital and reserves.
The Directors do not currently have any intention to utilise long term
gearing.
13. 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 GBP116,517 (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.
14. 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 13
and/or sell ordinary shares held by the Company as treasury shares for
cash as if section 561(1) of the Act did not apply to any such allotment
or sale.
Under this power the Directors may impose any limits or restrictions and
make any arrangements which they deem necessary or expedient to deal
with any treasury shares, fractional entitlements, record dates, legal,
regulatory or practical problems in, or laws of, any territory or other
matter, arising under the laws of, or the requirements of any recognised
regulatory body or any stock exchange in, any territory or any other
matter.
This power 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.
15. 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 the Companies (Acquisition of Own Shares) (Treasury Shares)
Regulations 2003 (the "Regulations"), 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.
16. 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.
For further information please contact:
Albion Capital Group LLP
Company Secretary
Tel: 020 601 1850
LEI Code 213800OVSRDHRJBMO720
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq 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
http://www.closeventures.co.uk
(END) Dow Jones Newswires
August 22, 2017 13:32 ET (17:32 GMT)
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