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RNS Number : 9784E
Ventus VCT plc
22 July 2016
Ventus VCT plc
Results of AGM
At the Annual General Meeting of Ventus VCT plc (the "Company")
duly convened and held at the offices of Howard Kennedy LLP, No 1
London Bridge, London SE1 9BG at 12 noon on Thursday 21 July 2016
the following resolutions were duly passed as ordinary and special
resolutions respectively:
Ordinary Resolutions
1. To receive the Company's audited Annual Report and Financial
Statements for the year ended 29 February 2016.
2. To declare a final dividend of 12.00p per ordinary share,
4.50p per "C" share and 2.00p per "D" share in respect of the year
ended 29 February 2016.
3. To approve the Directors Remuneration Report for the year ended 29 February 2016.
4. To re-elect Mr Richard Abbott as a Director of the Company.
5. To re-elect Mr David Pinckney as a Director of the Company.
6. To re-appoint BDO LLP as Auditor of the Company to hold
office until the conclusion of the next AGM at which accounts are
laid before the Company.
7. To authorise the Directors to determine the remuneration of the Auditor.
Special Resolutions
8. That the Company be and is hereby generally and
unconditionally authorised to make market purchases within the
meaning of Section 693(4) of the Companies Act 2016 of ordinary
shares of 25p each, "C" shares of 25p each and "D" shares of 25p
each in the capital of the Company provided that:
(i) The maximum aggregate number of shares hereby authorised to
be purchased is 2,444,501 ordinary shares, 1,698,233 "C" shares and
298,415 "D" shares, representing 14.99% of the current issued share
capital of each class;
(ii) The minimum price which may be paid for a share is 25p per share;
(iii) The maximum price, exclusive of any expenses, which may be
paid for a share is an amount equal to the higher of; (a) 105% of
the average of the middle market prices shown in the quotations for
a share in The London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which that
share
is purchased; and (b) the amount stipulated by Article 5(1) of
the Buyback and Stabilisation Regulation 2003;
(iv) The authority hereby conferred shall (unless previously
renewed or revoked) expire on the earlier of the AGM of the Company
to be held in 2017 and the date which is 18 months after the date
on which this resolution is passed; and
(v) The Company may make a contract or contracts to purchase its
own 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 its own shares in
pursuance of any such contract or contracts as if the authority
conferred hereby had not expired.
9. That, in substitution for existing authorities, the Directors
be and are hereby generally and unconditionally authorised in
accordance with Section 551 of the Companies Act 2006 (the "Act")
to exercise all the powers of the Company to allot shares in the
Company and to grant
rights to subscribe for or to convert any security into shares
in the Company up to an aggregate nominal value of GBP6,250,000
during the period commencing on the passing of this resolution and
expiring on the earlier of the AGM of the Company to be held in
2017 and the date which is 15 months after the date on which this
resolution is passed (unless revoked, varied or extended by the
Company in general meeting), but so that this authority shall allow
the Company to make before the expiry of this authority offers or
agreements which would or might require shares to be allotted after
such expiry.
10. That, the directors of the Company be and hereby are
empowered pursuant to Sections 570 and 573 of the Act to allot or
make offers to or agreements to allot equity securities (which
expression shall have the meaning ascribed to it in Section 560(1)
of the Act) for cash pursuant to the authority given pursuant to
resolution 9, as if Section 561(1) of the Act did not apply to such
allotment, provided that the power provided by this resolution
shall expire on the earlier of the AGM of the Company to be held in
2017 and the date which is 15 months after the date on which this
resolution is passed (unless renewed, varied or revoked by the
Company in general meeting).
11. That, the Articles of Association of the Company be amended
to increase the limit on the aggregate remuneration of the
non-executive directors from GBP100,000 to GBP125,000 per annum by
replacing the figure of "GBP100,000" appearing in Regulation 78
with "GBP125,000".
Proxy votes cast were as follows:
Resolution For Against Withheld
---- --------------------------------- ------------ ---------- ---------
Directors Report and Financial
1. statements and Auditor's Report 2,129,370 107,294 3,060
---- --------------------------------- ------------ ---------- ---------
Final dividend 12.00p per
ordinary share, 4.50p per
"C" share and 2.00p per "D"
2. share 2,193,664 30,000 16,060
---- --------------------------------- ------------ ---------- ---------
3. Directors' Remuneration Report 1,792,841 430,453 16,430
---- --------------------------------- ------------ ---------- ---------
4. Re-elect Richard Abbott 1,822,837 398,137 18,750
---- --------------------------------- ------------ ---------- ---------
5. Re-elect David Pinckney 1,815,791 405,183 18,750
---- --------------------------------- ------------ ---------- ---------
6. Re-appoint BDO LLP as auditor 2,132,416 57,654 49,654
---- --------------------------------- ------------ ---------- ---------
7. Remuneration of auditor 2,147,416 86,748 5,560
---- --------------------------------- ------------ ---------- ---------
8. Buy back shares 2,029,274 194,890 15,560
---- --------------------------------- ------------ ---------- ---------
9. Allot shares 2,059,169 168,055 12,500
---- --------------------------------- ------------ ---------- ---------
10. Disapply pre-emption rights 2,049,035 176,659 14,030
---- --------------------------------- ------------ ---------- ---------
11. Amend Articles 1,710,010 519,434 10,280
---- --------------------------------- ------------ ---------- ---------
For further information please contact: The City Partnership
(UK) Limited on 0131 243 7210
This information is provided by RNS
The company news service from the London Stock Exchange
END
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