Crown Place VCT PLC Agm Statement
13 November 2014 - 2:56PM
UK Regulatory
TIDMCRWN
At an Annual General Meeting of Crown Place VCT PLC, duly convened at
The City of London Club, 19 Old Broad Street, London EC2N 1DS on 13
November 2014 at 11.00 am the following resolutions were passed:
Ordinary resolutions numbers 1 to 7 were passed.
The following items of special business were passed of which 8 to 10
were passed as Special resolutions.
Special business
6. The Directors be generally and unconditionally authorised in
accordance with section 551 of the Companies Act 2006 (the "Act") to
allot shares in the Company up to a maximum aggregate nominal amount of
GBP2,022,959 (which comprises 20 per cent. of the Ordinary share
capital) provided that this authority shall expire 18 months from the
date that this resolution is passed, or, if earlier, the conclusion of
the next Annual General Meeting of the Company, but so that the Company
may, before such expiry, make an offer or agreement which would or might
require shares to be allotted or rights to subscribe for or convert
securities into shares to be granted after such expiry and the Directors
may allot shares or grant rights to subscribe for or convert securities
into shares pursuant to such an offer or agreement as if this authority
had not expired.
7. That any and all infringements by the Directors (prior to the date of
this resolution) of their powers and authorities to allot shares in the
Company under section 551 of the Act and to disapply pre-emption rights
under section 570 of the Act be and are hereby ratified and approved.
8. That the Directors be empowered, pursuant to section 570 of the Act,
to allot equity securities (within the meaning of section 560 of the
Act) for cash pursuant to the authority conferred by resolution number 6
as if section 561(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to the allotment of equity
securities:
(a) in connection with an offer of such securities by way of rights
issue;
(b) in connection with any Dividend Reinvestment Scheme introduced and
operated by the Company; and
(c) otherwise than pursuant to the sub-paragraphs above, in respect of
the Ordinary shares, to an aggregate nominal amount of GBP2,022,959
(equal to 20 per cent. of the Ordinary share capital);
and shall expire 18 months from the date of this resolution, or at the
conclusion of the next Annual General Meeting, whichever is earlier,
save that the Company may, before such expiry make an offer or agreement
which would or might require equity securities to be allotted after such
expiry and the Directors may allot equity securities in pursuance of any
such offer or agreement as if the power had not expired.
In this resolution, "rights issue" means an offer of equity securities
open for acceptance for a period fixed by the Directors to holders on
the register on a fixed record date in proportion as nearly as may be to
their respective holdings, but subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient to deal
with any fractional entitlements or legal or practical difficulties
under the laws of, or the requirement of any recognised regulatory body
or any stock exchange in any territory.
This power applies in relation to a sale of shares which is an allotment
of equity securities by virtue of section 560(2)(b) of the Act as if in
the first paragraph of the resolution the words "pursuant to the
authority conferred by resolution number 6" were omitted.
9. That, subject to and in accordance with the Company's Articles of
Association, the Company be generally and unconditionally authorised to
make one or more market purchases (within the meaning of Section 693(4)
of the Act) of Ordinary shares of 10p each in the capital of the Company
("Ordinary shares") on such terms as the Directors think fit, and where
such shares are held as treasury shares, the Company may use them for
the purposes set out in section 727 of the Act, provided that:
(a) the maximum aggregate number of shares authorised to be purchased is
15,162,080 Ordinary shares (representing approximately 14.99 per cent.
of the issued Ordinary shares as at the date of this Notice);
(b) the minimum price, exclusive of any expenses, which may be paid for
an Ordinary share is 10p;
(c) the maximum price, exclusive of any expenses that may be paid for
each Ordinary share is an amount equal to the higher of: (a) 105 per
cent. of the average of the middle market quotations as derived from the
London Stock Exchange Daily Official List, for a share over the five
business days immediately preceding the day on which the Ordinary share
is purchased; and (b) the amount stipulated by Article 5(1) of the
Buy-back and Stabilisation Regulation 2003;
(d) the authority hereby conferred shall, unless previously revoked or
varied, expire at the conclusion of the next Annual General Meeting of
the Company or eighteen months from the date of the passing of this
resolution, whichever is earlier; and
(e) the Company may make a contract or contracts to purchase Ordinary
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 Ordinary shares in pursuance of
any such contract or contracts.
Under the Companies (Acquisition of Own Shares) (Treasury Shares)
Regulations 2003, shares purchased by the Company out of distributable
profits can be held as treasury shares, which may then be cancelled or
sold for cash. The authority sought by this special resolution number 9
is intended to apply equally to shares to be held by the Company as
treasury shares in accordance with the Regulations.
10. That the Directors be empowered to sell treasury shares at the
higher of the prevailing current share price and the price at which they
were bought in.
For further information please contact:
Albion Ventures LLP
Tel: 020 601 1850
13 November 2014
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Crown Place VCT PLC via Globenewswire
HUG#1871181
http://www.closeventures.co.uk
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