TIDMEDGH
RNS Number : 7208Y
Edge Performance VCT PLC
17 January 2022
Edge Performance VCT plc (the "Company")
Results of the Annual General Meeting (AGM), General Meeting
(GM) and Requisitioned General Meeting (RGM) held on Monday 17
January 2022
The Company held the above meetings on Monday 17 January at
which the shareholders voted in support of the current board in the
AGM and GM and against the resolutions put forward at the RGM.
Voting at the meetings was extremely high at 67% of all
shareholders on the register, which is a record for your
company.
Shareholders voted for the continued management of the VCT by
the current Board, in favour of the Board's strategy, and plans and
for the continued management of the Company by its investment
manager, Edge Investments Limited. Your Board is now focussed on
securing the High Court's approval for the cancellation of the
entire balance standing to the credit of the company's capital
redemption reserve and the entire balance standing to the credit of
the Company's share premium account. This approval is expected by
the middle of March 2022.
Following this High Court approval, the Board confirms that a
substantial interim dividend will be declared and that a share
buy-back programme will be put in place immediately.
Whilst the vote for the current Board and its plans was
substantial, there are a number of shareholders who voted for
change and the Board will be engaging directly with shareholders to
understand what they want. The combination of a number of willing
buyers in the market and the share buy-back programme soon to be
implemented should be an opportunity for those shareholders who do
not believe in the future of the company to exit and for those who
do believe in the future plans to increase their shareholdings.
Thank you to all shareholders who voted at these meetings and
your Board is now committed to delivering upon the strong mandate
that you have given for the future of your company.
Details of the resolutions and the votes on individual
resolutions at the AGM, GM and the RGM are below.
Annual General Meeting
The reconvened Annual General Meeting of Edge Performance VCT
plc (the "Company") was held at 10.30am on Monday, 17 January 2022
in the offices of Simons Muirhead Burton LLP, 87-91 Newman Street,
London W1T 3EY.
With the agreement of the meeting, all resolutions were decided
by poll vote.
All resolutions, as noted below, were passed.
Ordinary Resolutions
1. To receive and adopt the Directors' and the independent
auditor's reports and the Company's
audited financial statements for the financial year ended 28
February 2021.
2. To approve the Directors' Remuneration Report for the financial year ended 28 February
2021.
3. To elect Sir Peter Bazalgette as a Director of the Company.
4. To re-appoint UHY Hacker Young LLP as independent auditor of the Company to hold office
from the conclusion of the meeting until the conclusion of the
next general meeting at which
financial statements are laid before the Company.
5 To authorise the Directors to determine the remuneration of UHY Hacker Young LLP as
auditor of the Company.
The results of the poll vote were:
Resolution For Against Withheld
Receive and adopt directors' and independent
auditor's reports and Company's financial
1. statements 7,042,118 254,317 21,016
--------------------------------------------- ---------- ---------- ---------
2. Approve Directors' Remuneration Report 6,885,808 421,060 10,583
--------------------------------------------- ---------- ---------- ---------
3. Elect Sir Peter Bazalgette 4,703,236 2,500,132 114,083
--------------------------------------------- ---------- ---------- ---------
4. Re-appoint UHY Hacker Young LLP 7,173,318 123,107 21,026
--------------------------------------------- ---------- ---------- ---------
5. Authorise Directors to determine auditor's 7,056,384 218,861 42,206
remuneration
--------------------------------------------- ---------- ---------- ---------
The Board notes that while resolution 3 was passed, a
significant number of shareholders opposed the resolution. The
Board is disappointed with this outcome and will seek to reflect
carefully on feedback from shareholders to understand more fully
the reasons for the opposition to the resolution.
An update on the consultation process will be made in accordance
with the UK Corporate Governance Code, within six months of the
AGM.
General Meeting
A General Meeting of Edge Performance VCT plc (the "Company")
was held at 10.45 a.m. (or as soon thereafter as the reconvened
Annual General Meeting of the Company had concluded) on Monday, 17
January 2022 in the offices of Simons Muirhead Burton LLP, 87-91
Newman Street, London W1T 3EY.
With the agreement of the meeting, all resolutions were decided
by poll vote.
All resolutions, as noted below, were passed.
Ordinary Resolutions
1. To re-elect Terry Back as a Director of the Company.
2. To re-elect Sir Aubrey Brocklebank as a Director of the Company.
3. That:
(a) the Directors of the Company 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, up to an aggregate nominal
value equal to 10 per cent. of the nominal value of the issued
ordinary share capital of the Company as at the date of the passing
of this resolution, during the period commencing on the passing of
this resolution and expiring on the later of: (i) the date of the
next annual general meeting of the Company to be held in 2022, and
(ii) the date which is 15 months after the date on which this
resolution is passed (unless the authority is previously 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 relevant securities to be allotted after such expiry;
and
(b) all previous authorities given to the Directors of the
Company in accordance with section 551 of the Act be and are hereby
revoked, provided that such revocation shall not have retrospective
effect.
Special Resolutions
4 THAT the Directors of the Company be and are hereby empowered,
pursuant to sections 570 and 573 of the Companies Act 2006 (the
"Act"), to allot or make offers or agreements to allot equity
securities (as defined in section 560 of the Act) for cash pursuant
to the authority given pursuant to resolution 3 set out in the
notice of general meeting of which this resolution forms part as if
section 561(1) of the Act did not apply to such allotment, provided
that this power shall (unless previously renewed, varied or
revoked) expire on the later of: (i) the date of the next annual
general meeting of the Company to be held in 2022, and (ii) the
date which is 15 months after the date on which this resolution is
passed and provided further that this power shall be limited to the
allotment of equity securities from time to time with an aggregate
nominal value equal to 10 per cent. of the nominal value of the
issued ordinary share capital of the Company as at the date of the
passing of this resolution.
5 THAT 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 (within
the meaning of section 693(4) of the Act) of H shares of GBP0.10
each in the capital of the Company ("H Shares"), provided that:
(a) such authority is limited to the purchase of up to 14.99 per
cent. of the issued H Share capital as at the date of the passing
of this resolution;
(b) the minimum price (excluding expenses) which may be paid for
an H Share is GBP0.10 per share, being the nominal amount of each
such share;
(c) the maximum price (excluding expenses) which may be paid for
an H Share shall be the higher of:
(i) an amount equal to 105 per cent. of the average of the
middle market quotations for the H Shares, as derived from the
Daily Official List of the London Stock Exchange, for the five
business days immediately preceding the day on which the purchase
was made; and
(ii) the value of an H Share calculated on the basis of the
higher of the price quoted for (1) the last independent trade of
and (2) the highest current independent bid for any number of such
class of the Company's shares on the trading venue where the
purchase is carried out;
(d) the Company may make a contract or contracts to purchase H
Shares under this authority prior to the expiry of this authority
which will or may be executed wholly or partly after the expiry of
this authority, and the Company may make a purchase of H Shares in
pursuance of any such contract or contracts as if the authority
conferred hereby had not expired; and
(e) the authority hereby conferred shall (unless previously
renewed or revoked) expire on the later of: (i) the date of the
next annual general meeting of the Company to be held in 2022, and
(ii) the date which is 15 months after the date on which this
resolution is passed.
6 THAT:
(a) the entire amount standing to the credit of the Company's
capital redemption reserve as at the date of the passing of this
resolution be cancelled and extinguished; and
(b) the entire amount standing to the credit of the Company's
share premium account as at the date of the passing of this
resolution be cancelled and extinguished.
The results of the poll vote were:
Resolution For Against Withheld
Ordinary
---------------------------------------- ------------ ---------- ---------
1. To re-elect Terry Back 4,973,091 2,540,205 6,244
---------------------------------------- ------------ ---------- ---------
2. To re-elect Sir Aubrey Brocklebank 4,891,905 2,540,206 87,429
---------------------------------------- ------------ ---------- ---------
To renew the directors' authority
3. to allot shares 6,941,372 546,268 31,900
---------------------------------------- ------------ ---------- ---------
Special
---------------------------------------- ------------ ---------- ---------
To disapply statutory pre-emption
4. rights 6,963,776 529,945 25,819
---------------------------------------- ------------ ---------- ---------
To authorise the Company to make market
5. purchases of shares 7,094,660 424,867 13
---------------------------------------- ------------ ---------- ---------
To reduce and cancel the Company's
capital redemption reserve and part
6. of its share premium account 6,990,378 529,145 17
---------------------------------------- ------------ ---------- ---------
The Board notes that while resolutions 1 and 2 were passed, a
significant number of shareholders opposed the resolutions. The
Board is disappointed with this outcome and will seek to reflect
carefully on feedback from shareholders to understand more fully
the reasons for the opposition to the resolutions.
An update on the consultation process will be made in accordance
with the UK Corporate Governance Code, within six months of the
AGM.
Requisitioned General Meeting
The requisitioned General Meeting of Edge Performance VCT plc
(the "Company") was held at 11.00am (or as soon thereafter as the
General Meeting of the Company had concluded) on Monday, 17 January
2022 in the offices of Simons Muirhead Burton LLP, 87-91 Newman
Street, London W1T 3EY.
With the agreement of the meeting, all resolutions were decided
by poll vote.
Ordinary Resolutions
1. THAT Richard Anthony Roth, having consented to act, be and is
hereby appointed as a director of the Company.
2. THAT Robin Magnus Goodfellow, having consented to act, be and
is hereby appointed as a director of the Company.
3. THAT the Company's assets shall be sold and the Company shall
discontinue as a venture capital trust.
4. THAT Terence Alan James Back be and is hereby removed as a director of the Company.
5. THAT Sir Aubrey Thomas Brocklebank be and is hereby removed as a director of the Company.
6. THAT Sir Peter Lytton Bazalgette be and is hereby removed as a director of the Company.
7. THAT, in accordance with the provisions of section 316(2)(a)
of the Companies Act 2006, the expenses of the Company in complying
with sections 304 and 315 of the Companies Act 2006 in respect of
the above resolutions and accompanying statement be paid by the
Company and, to the extent that any sum has been paid by those
members to the Company in accordance with sections 316(2)(b) of the
Companies Act 2006, such sum shall be reimbursed to those
members.
The results of the poll vote were:
Resolution For Against Withheld
1. Appoint Richard Roth 2,666,874 5,142,258 16,271
---------------------------------------- ------------ ------------ ---------
2. Appoint Robin Goodfellow 2,666,872 5,142,260 16,271
---------------------------------------- ------------ ------------ ---------
THAT the Company's assets shall be
sold and the Company shall discontinue
3. as a venture capital trust. 2,626,345 5,161,982 37,076
---------------------------------------- ------------ ------------ ---------
4. Remove Terry Back 2,626,353 5,161,973 37,077
---------------------------------------- ------------ ------------ ---------
5. Remove Sir Aubrey Brocklebank 2,642,855 5,058,043 124,505
---------------------------------------- ------------ ------------ ---------
6. Remove Sir Peter Bazalgette 2,642,856 5,031,394 151,153
---------------------------------------- ------------ ------------ ---------
Expenses of circulating requisitionist
7. resolutions be paid by the Company 2,630,737 5,167,271 27,395
---------------------------------------- ------------ ------------ ---------
In line with the Board's recommendation, all requisitioned
Resolutions were not passed.
For further information, please contact:
Edge Investments Limited, Investment Manager: info@edge.vc
The City Partnership (UK) Limited, Company Secretary:
enquiries@city.uk.com
Media contact
edge@fieldhouseassociates.com
Andrew Malone - 07515 671782
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