TIDMEDGC
RNS Number : 6512A
Edge Performance VCT PLC
22 March 2013
Edge Performance VCT plc
(Company number 5558025)
Results of General Meeting
The Company gives notice that at a General Meeting of Edge
Performance VCT plc (the "Company") held on 21 March 2013, the
following resolutions were duly passed.
The full text of the resolutions is shown below.
SPECIAL RESOLUTIONS
1. Enhanced Share Buy-back
THAT, in addition to any existing authorities (to the extent
unused), conditional upon the passing of Resolution 2 below, the
Company be and is hereby generally and unconditionally authorised
pursuant to section 701 of the Companies Act 2006 (the "Act") to
make market purchases (as defined in section 693(4) of the Act) of
C shares of 10p each in the capital of the Company ("C Shares"),
provided that:
(a) such authority is limited to the purchase pursuant to the
enhanced share buy-back (the "Enhanced Share Buy-back") of up to
9,393,438 C Shares (representing 100% of the issued C Share capital
and approximately 8.6% of the issued share capital of the Company
as at the date of this Notice);
(b) the minimum and maximum price per C Share which may be paid
for such C Shares, for the purposes of section 701(3)(b) of the
Act, shall be a sum equal to the latest published net asset value
per C Share immediately prior to the applicable closing date of the
Enhanced Share Buy-back, rounded down to the nearest 0.01p; and
(c) such authority, unless previously varied, revoked or
renewed, shall expire on the earlier of five Business Days after
the final closing date of the Enhanced Share Buy-back and 31 August
2013, but so that the Company may make a contract to purchase C
Shares under such authority prior to its expiry, and the Company
may make a purchase of C Shares in pursuance of any such
contract.
2. Authority to allot New C Shares pursuant to the Enhanced
Share Buy-back and disapplication of pre-emption rights
THAT:
(a) in addition to any existing authorities (to the extent
unused), the directors of the Company (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, such authority being limited to the
allotment of (or the grant of rights to subscribe for or to convert
any security into) C shares of 10p each in the capital of the
Company with an aggregate nominal value of up to GBP939,344 for the
purposes of the Enhanced Share Buy-back; and
(b) in addition to any existing authority, the Directors be and
are hereby generally and unconditionally authorised in accordance
with section 570 of the Act to allot equity securities (as defined
in section 560 of the Act) wholly for cash, pursuant to the
authority referred to in resolution 2 (a) above, as if section 561
of the Act did not apply to any such allotment, such power to
expire on the earlier of five Business Days after the final closing
date of the Enhanced Share Buyback and 31 August 2013, save that
the Company may at any time prior to the expiry of such power make
an offer or enter into an agreement which would or might require
shares to be allotted or rights to be granted after the expiry of
such power and the Directors are authorised to allot equity
securities in pursuance of such an offer or agreement as if such
power had not expired.
3. Authority to allot H Shares and disapplication of pre-emption
rights in respect of the New H Share Offer and subsequent
allotments
THAT:
(a) in addition to any existing authorities (to the extent
unused), the directors of the Company (the "Directors") be and are
hereby unconditionally authorised in accordance with section 551 of
the Companies Act 2006 (the "Act") to exercise all the powers of
the Company to allot and to grant rights to subscribe for or to
convert any security into:
(i) New H Shares with an aggregate nominal value of up to GBP2
million in connection with the New H Share Offer; and
(ii) in addition to the authority referred to in paragraph
(a)(i) of this resolution, such further number of H Shares as
represents 10% of the issued H Share capital immediately following
the final closing date of the New H Share Offer; and
(b) in addition to any existing authority, the Directors be and
are hereby generally and unconditionally authorised in accordance
with section 570 of the Act to allot equity securities (as defined
in section 560 of the Act) wholly for cash, pursuant to the
authority referred to in this resolution 3 (a), as if section 561
of the Act did not apply to any such allotment,
such power to expire (1) in respect of the authority to allot up
to 20 million New H Shares pursuant to the New H Share Offer on the
earlier of five Business Days after the final closing date of the
New H Share Offer and 31 January 2014 and (2) in respect of the
general authority to allot additional H Shares on the earlier of
the annual general meeting of the Company to be held in 2013 and 31
October 2013, save that the Company may at any time prior to the
expiry of such power make an offer or enter into an agreement which
would or might require shares to be allotted or rights to be
granted after the expiry of such power and the Directors are
authorised to allot equity securities in pursuance of such an offer
or agreement as if such power had not expired.
ORDINARY RESOLUTIONS
4. H Share Offer Agreement
THAT, subject to and conditional upon (i) the New H Share Offer
becoming unconditional in all respects (other than regards any
condition relating to the passing of this Resolution 4); and (ii)
the passing of Resolution 3 above, the H Share Offer Agreement as
set out in the circular of the Company dated 18 February 2013 be
and is hereby approved.
5. New Investment Management Agreement and New Administrative
Services Agreement
THAT:
(a) the replacement of the Existing Investment Management
Agreement with the New Investment Management Agreement as set out
in the circular of the Company dated 18 February 2013 (the
"Circular"); and
(b) the replacement of the Existing Administrative Services
Agreement with the New Administrative Services Agreement as set out
in the Circular, be and are hereby approved.
SPECIAL RESOLUTION
6. Cancellation of share premium account
THAT, subject to the confirmation of the High Court:
(a) the share capital of the Company in issue immediately
following the later of the final date of admission of New H Shares
pursuant to the New H Share Offer and the final date of admission
of New C Shares pursuant to the Enhanced Share Buy-back be reduced
by cancelling the entire amount standing to the credit of the
Company's share premium account; and
(b) subject to any undertaking required by the High Court, the
credit thereby arising in the Company's books of account from the
cancellation of the Company's share premium account pursuant to
paragraph (a) of this resolution be applied in crediting a special
reserve which shall be able to be applied in any manner in which
the Company's profits available for distribution are able to be
applied (as determined in accordance with the Act and The Companies
(Reduction of Share Capital) Order 2008), including the buy-back by
the Company of Shares.
Proxy votes cast were as follows:
Resolution For Against Withheld
------------------------------------- ---------- -------- ---------
Special Resolutions
------------------------------------- ---------- -------- ---------
Authorise market purchases
of C Shares to implement the
1. Enhanced Share Buy-back 2,744,915 89,461 13,460
--- -------------------------------- ---------- -------- ---------
Authorise allot New C Shares
for cash on a non pre-emptive
basis pursuant to the Enhanced
2. Share Buy-back 2,744,915 89,461 13,460
--- -------------------------------- ---------- -------- ---------
Authorise allot H Shares for
cash on a non pre-emptive
3. basis 2,830,836 nil 17,000
--- -------------------------------- ---------- -------- ---------
Ordinary Resolutions
------------------------------------- ---------- -------- ---------
Approve the H Share Offer
4. Agreement 2,830,836 nil 17,000
--- -------------------------------- ---------- -------- ---------
Approve the New Investment
Management Agreement and the
New Administrative Services
5. Agreement 2,842,711 5,125 nil
--- -------------------------------- ---------- -------- ---------
Special Resolution
------------------------------------- ---------- -------- ---------
Approve the cancellation of
the Company's share premium
6. account 2,847,836 nil nil
--- -------------------------------- ---------- -------- ---------
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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