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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