AAPV Albion Prime

 
TIDMAAPV 
 
At  an Annual General Meeting of Albion Prime VCT PLC, duly convened and held at 
City  of London Club, 19 Old Broad Street, London EC2N 1DS on 17 September 2012 
the following resolutions were passed: 
 
Ordinary resolutions numbers 1 to 7 were passed. 
 
The  following items of Special Business  were passed (noted below by resolution 
number). Resolutions 10 to 12 were passed as special resolutions. 
 
Special Business 
 
 8.  To continue the life of the Company as a venture capital trust. 
 
 9.  That the Directors be generally and unconditionally authorised in 
     accordance with section 551 of the Companies Act 2006 (the "Act") to allot 
     shares in the Company up to a maximum aggregate nominal amount of  GBP24,570, 
     such authority shall expire 18 months from the date of this resolution, or 
     at the conclusion of the next Annual General Meeting, whichever is earlier 
     but so that the Company may, before the expiry of such period, make an 
     offer or agreement which would or might require shares to be allotted 
     after the expiry of such period and the Directors may allot shares 
     pursuant to such an offer or agreement as if the authority had not 
     expired. 
 
 10. That, subject to and conditional on the passing of resolution number 9, 
     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 9 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) in connection with any Dividend Reinvestment Scheme introduced and 
         operated by the Company; 
 
     (c) in relation to any top up offer outside of the Prospectus Rules: and 
 
     (d) otherwise than pursuant to paragraphs (a) to (c) above, up to an 
         aggregate nominal amount of  GBP24,570, or 10 per cent. of Ordinary 
         shares, 
 
     And   such  authority  shall  expire  18 months  from  the  date  of  this 
     resolution,  or  at  the  conclusion  of  the next Annual General Meeting, 
     whichever  is earlier, 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 the power had not 
     expired. 
 
     In  this resolution,  "rights issue"  means an  offer of equity securities 
     open  for acceptance for a period fixed by the Directors to holders on the 
     register on a fixed record date in proportion as nearly as may be to their 
     respective  holdings, but subject to such exclusions or other arrangements 
     as  the  Directors  may  deem  necessary  or  expedient  to  deal with any 
     fractional  entitlements or legal or practical difficulties under the laws 
     of,  or the  requirement of  any recognised  regulatory body  or any stock 
     exchange in, any territory. 
 
     This  power applies in relation to a  sale of shares which is an allotment 
     of  equity securities by virtue  of section 560(2)(b) of the  Act as if in 
     the  first paragraph of the resolution  the words "subject and conditional 
     on the passing of resolution number 9" were omitted. 
 
 11. 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 number  of shares  hereby authorised  to be  purchased is 
         3,683,914 Ordinary  shares, an amount equal  to 14.99 per cent. of the 
         shares in issue as at 26 June 2012; 
 
     (b) the  minimum price exclusive of any expenses  which may be paid for an 
         Ordinary share is 1 penny; 
 
     (c) the  maximum price exclusive of any expenses that may be paid for each 
         Ordinary  share is an amount equal to  the higher of (a) 105 per cent. 
         of  the average  of the  middle market  quotations as derived from the 
         London  Stock Exchange Daily  Official List for  a share over the five 
         business  days immediately  preceding the  date on  which the Ordinary 
         share  is purchased; and (b) the  amount stipulated by Article 5(1) of 
         the Buy-back and Stabilisation Regulations 2003; 
 
     (d) this  authority hereby  conferred shall,  unless previously revoked or 
         varied, expire at the conclusion of the next Annual General Meeting of 
         the  Company  or  18 months  from  the  date  of  the  passing of this 
         resolution, whichever is earlier; 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. 
 
     Under   the  Companies  (Acquisition  of  Own  Shares)  (Treasury  Shares) 
     Regulations  2003, 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 number 11 
     is  intended  to  apply  equally  to  shares  to be held by the Company as 
     treasury shares in accordance with the Regulations. 
 
 12. That the Directors be empowered to sell treasury shares at the higher of 
     the prevailing current share price and the price bought in at. 
 
 
 
17 September 2012 
 
For further information please contact: 
Albion Ventures LLP 
Tel: 020 7601 1850 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Albion Prime VCT PLC via Thomson Reuters ONE 
[HUG#1641642] 
 

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