ATI Amati Vct

TIDMATI

RNS Number : 3044M

Amati VCT PLC

26 April 2018

Amati VCT plc

Results of General Meeting

At a General Meeting of the Amati VCT plc (the "Company") held at the offices of Mattioli Woods plc, Third Floor, 87/89 Baker Street, London W1U 6RJ on 26 April 2018 at 3.00 pm the following special resolution, was passed:

Special Resolution

(A) subject to the fulfilment (or, to the extent permitted, earlier waiver) of the conditions set out in section 11 of the Scheme contained in Part III of the circular to the shareholders of the Company dated 9 March 2018, a copy of which has been produced to the meeting and signed for the purpose of identification by the Chairman thereof (the "Circular"):

(i) notwithstanding anything to the contrary in the Company's articles of association (the "Articles"), the Proposals be and are hereby approved and the Directors of the Company and the liquidators of the Company, when appointed, (the "Liquidators") be and are hereby authorised to implement the Proposals and to execute any document and do any thing for the purpose of carrying the Proposals into effect;

(ii) in particular and without prejudice to the generality of sub-paragraph (A)(i) above, the Liquidators, when appointed, be and are hereby authorised and directed, pursuant to section 110 of the Insolvency Act 1986 and/or this resolution and/or the Articles as amended by this resolution:

(a) to enter into and give effect to the Transfer Agreement (in their personal capacity and on behalf of the Company) (in the form of the draft produced to the meeting and signed for the purpose of identification by the Chairman thereof) with such non-material amendments thereto as the Directors and the parties to such agreement may agree;

(b) to procure that the assets and liabilities of the Company be vested in Amati VCT 2 plc (or its nominees) on and subject to the terms of the Transfer Agreement;

(c) to purchase the interests of any members of the Company who shall have validly exercised their rights under section 111(2) of the Insolvency Act 1986 out of the indemnity to be given by Amati VCT 2 plc (as set out in the Scheme); and

(d) the Liquidators be and are hereby authorised and directed to request Amati VCT 2 plc to allot and issue new ordinary shares in the capital of Amati VCT 2 plc, credited as fully paid, on the basis described in the Transfer Agreement for distribution among the holders of the Shares entitled thereto under the Scheme (or to the Liquidators as nominee on their behalf) by way of satisfaction and discharge of their respective interests in so much of the undertaking, assets and liabilities of the Company shall be transferred to Amati VCT 2 plc in accordance with the Transfer Agreement and with the Scheme;

(B) this resolution shall operate by way of such amendments to the Articles as may be necessary to give effect hereto; and

(C) terms defined in the Circular shall have the same meanings in this resolution, save where the context otherwise requires.

Proxy votes cast were as follows:

 
      Resolution                                  For & 
                                          Discretionary     Against     Withheld 
---  ---------------------------------  ---------------  ----------  ----------- 
      Approve the Scheme and authorise 
       its implementation by the 
 1.    Liquidators                           16,054,332     304,919       79,791 
---  ---------------------------------  ---------------  ----------  ----------- 
 

The Board of the Company consider this announcement to contain market sensitive information.

For further information, please contact Doreen Nic on 0131 5107465 or email info@amatiglobal.com

This information is provided by RNS

The company news service from the London Stock Exchange

END

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April 26, 2018 12:06 ET (16:06 GMT)

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