Blackfinch Spring VCT PLC Results of a General Meeting (2110C)
07 October 2022 - 10:35PM
UK Regulatory
TIDMBFSP
RNS Number : 2110C
Blackfinch Spring VCT PLC
07 October 2022
Blackfinch Spring VCT plc (the "Company")
Results of a General Meeting
At a General Meeting of the Company held on Friday 7 October
2022 at 11.00am, the following resolutions were duly passed.
Ordinary Resolutions
1. That, the Directors be and hereby are generally and
unconditionally authorised in accordance with Section 551 of the CA
2006 to exercise all of the powers of the Company to allot shares
in the Company or to grant rights to subscribe for or to convert
any security into shares in the Company up to an aggregate nominal
value of GBP435,000 in connection with the Offer and other offers
for subscription, representing approximately 225% of the issued
share capital of the Company as at 1 September 2022, being the
latest practical date prior to publication of this document,
provided that the authority conferred by this Resolution 1 shall
expire at the conclusion of the Company's next annual general
meeting or on the expiry of fifteen months following the passing of
this Resolution 1, whichever is the later (unless previously
renewed, varied or revoked by the Company in general meeting).
2. That, the payment by the Company to Blackfinch Investments
Limited of the Investment Manager Promoter Fees, such payment being
pursuant to the 2022 Offer Agreement, details of which are set out
on pages 6 and 7 of the circular issued to the Company's
shareholders dated 2 September 2022 (the " Circular "), be
approved.
Special Resolutions
3. That, the Directors be and hereby are empowered pursuant to
Section 570(1) of CA 2006 to allot or make offers or agreements to
allot equity securities (which expression shall have the meaning
ascribed to it in Section 560(1) of CA 2006) for cash pursuant to
the authority given in accordance with Section 551 of CA 2006 by
Resolution 1 above as if Section 561(1) of CA 2006 did not apply to
such allotments, provided that the power provided by this
Resolution 3 shall expire at the conclusion of the Company's next
annual general meeting or on the expiry of fifteen months following
the passing of this Resolution 3, whichever is the later (unless
previously renewed, varied or revoked by the Company in general
meeting).
4. That, the Company be and is hereby authorised to make one or
more market purchases (within the meaning of section 693(4) of the
CA 2006) of Ordinary Shares provided that:
4.1 the maximum aggregate number of Ordinary Shares authorised
to be purchased is an amount equal to 14.99% of the issued Ordinary
Shares immediately following the closing of the Offer;
4.2 the minimum price which may be paid for an Ordinary Share is their nominal value;
4.3 the maximum price which may be paid for an Ordinary Share is
an amount equal to the higher of (i) 105% of the average of the
middle market quotation per Share taken from the London Stock
Exchange daily official list for the five Business Days immediately
preceding the day on which such Ordinary Share is to be purchased;
and (ii) the amount stipulated by the UK version of Article 5(6) of
Market Abuse Regulation (596/2014/EU);
4.4 unless renewed, the authority hereby conferred shall expire
either at the conclusion of the annual general meeting of the
Company following the passing of this Resolution 4 or on the expiry
of fifteen months from the passing of this Resolution 4, whichever
is the later, save that the Company may, prior to such expiry,
enter into a contract to purchase Ordinary Shares which will or may
be completed or executed wholly or partly after such expiry.
5. That, subject to approval by the High Court of Justice, the
amount standing to the credit of the share premium account of the
Company at the date an order is made confirming such cancellation
by the Court be and hereby is cancelled.
Resolution For & Discretionary Against Withheld
To authorise the Directors to
1. allot shares 130,435 - 100% 0 - 0% 3,140
------------------------------------ -------------------- -------- ---------
To approve the payment of the
2. promoter fees 130,435 - 100% 0 - 0% 3,140
------------------------------------ -------------------- -------- ---------
3,188 -
3. To disapply pre-emption rights 127,247 - 97.56% 2.44% 3,140
------------------------------------ -------------------- -------- ---------
To authorise the Company to buy
4. back shares 130,435 - 100% 0 - 0% 3,140
------------------------------------ -------------------- -------- ---------
5. To cancel the share premium account 130,435 - 100% 0 - 0% 3,140
------------------------------------ -------------------- -------- ---------
For further information please contact:
Blackfinch Investments Limited (Investment Manager) - 01452
717070
The City Partnership (UK) Limited (Company Secretary) -
enquiries@city.uk.com - Robin Smeaton
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