Calculus VCT PLC GM Statement (4452P)
31 August 2017 - 8:20PM
UK Regulatory
TIDMCLC
RNS Number : 4452P
Calculus VCT PLC
31 August 2017
Calculus VCT plc
(the "Company")
GM Results
31 August 2017
This announcement is made by the Company in connection with the
proposed merger of the Company with Neptune-Calculus Income and
Growth VCT plc ("Neptune") (the "Merger"). The merger will be
completed by way of a scheme of reconstruction of Neptune pursuant
to section 110 of the Insolvency Act 1986 whereby Neptune will be
placed in members' voluntary liquidation and all of its assets and
liabilities transferred by its appointed liquidators to the Company
in consideration for the issue of new shares in the Company to the
shareholders of Neptune. Full details of the merger were contained
in the Company's circular to shareholders ("Circular") dated 4
August 2017.
The Board is pleased to announce that at the general meeting of
the Company held on 31 August 2017, all proposed resolutions set
out in the Circular, including the resolution to approve the
acquisition of the assets and liabilities of Neptune and to
authorise the issue of new shares in the Company to the
shareholders of Neptune, were duly passed on a show of hands. Proxy
votes received in respect of each resolution were as follows:
Resolution 1 - Approval of the Merger
--------------------------------------------------------
Votes Number of Shares Percentage
of Votes Cast
-------------------- ----------------- ---------------
For and Chairman's
Discretion 1,173,581 85%
-------------------- ----------------- ---------------
Against 213,115 15%
-------------------- ----------------- ---------------
Withheld 0 0%
-------------------- ----------------- ---------------
Resolution 2 - Authority to allot new Ordinary
Shares pursuant to the Offer
--------------------------------------------------------
Votes Number of Shares Percentage
of Votes Cast
-------------------- ----------------- ---------------
For and Chairman's
Discretion 1,386,696 100%
-------------------- ----------------- ---------------
Against 0 0%
-------------------- ----------------- ---------------
Withheld 0 0%
-------------------- ----------------- ---------------
Resolution 3 - Disapplication of pre-emption
rights
--------------------------------------------------------
Votes Number of Shares Percentage
of Votes Cast
-------------------- ----------------- ---------------
For and Chairman's
Discretion 1,173,581 85%
-------------------- ----------------- ---------------
Against 213,115 15%
-------------------- ----------------- ---------------
Withheld 0 0%
-------------------- ----------------- ---------------
Resolution 4 - Reduction of share premium
account
--------------------------------------------------------
Votes Number of Shares Percentage
of Votes Cast
-------------------- ----------------- ---------------
For and Chairman's
Discretion 1,173,581 85%
-------------------- ----------------- ---------------
Against 213,115 15%
-------------------- ----------------- ---------------
Withheld 0 0%
-------------------- ----------------- ---------------
Resolution 5 - Amendments to the Company's
articles of association
--------------------------------------------------------
Votes Number of Shares Percentage
of Votes Cast
-------------------- ----------------- ---------------
For and Chairman's
Discretion 1,173,581 85%
-------------------- ----------------- ---------------
Against 213,115 15%
-------------------- ----------------- ---------------
Withheld 0 0%
-------------------- ----------------- ---------------
Resolution 6 - Approval of amendments to
investment management agreement with Calculus
Capital Limited
--------------------------------------------------------
Votes Number of Shares Percentage
of Votes Cast
-------------------- ----------------- ---------------
For and Chairman's
Discretion 1,149,785 84%
-------------------- ----------------- ---------------
Against 213,115 16%
-------------------- ----------------- ---------------
Withheld 23,796 0%
-------------------- ----------------- ---------------
A copy of the resolutions passed at the above meeting will
shortly be available for inspection on both the Company's website
(www.calculuscapital.com/calculus-vct-plc/) as well as at the
National Storage Mechanism (www.morningstar.co.uk/uk/NSM).
Total Voting Rights
In conformity with the Disclosure Guidance and Transparency
Rules, Calculus confirms that the Company's issued share capital
consists of 8,825,947 Ordinary Shares with a nominal value of 1p
each, with voting rights. The Company does not hold any shares in
treasury and therefore, the total number of voting rights is
8,825,947 and this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Calculus Capital Limited
Company Secretary
This information is provided by RNS
The company news service from the London Stock Exchange
END
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