TIDMEDGC
RNS Number : 3175V
Edge Performance VCT PLC
06 August 2015
Edge Performance VCT plc
Results of Annual General Meeting
The Company gives notice that at the Annual General Meeting of
Edge Performance VCT plc (the "Company") held on 6 August 2015 at
9.30am, the following resolutions were duly passed:
ORDINARY RESOLUTIONS
1. To receive and adopt the directors' and the independent
auditor's reports and the Company's financial statements for the
year ended 28 February 2015.
2. To declare:
(i) a final dividend of 7p per G share of 10 pence in the
capital of the Company ("G Share"), such dividend to be paid on 6
November 2015 to all holders of G Shares on the Company's register
of members as at the close of business on 23 October 2015; and
(ii) a final dividend of 7p per I share of 10 pence in the
capital of the Company ("I Share"), such dividend to be paid on 6
November 2015 to all holders of I Shares on the Company's register
of members as at the close of business on 23 October 2015.
3. To approve the directors' remuneration report for the year ended 28 February 2015.
4. To re-elect Howard Flight who is retiring pursuant to Article
95 of the Company's articles of association and who, being
eligible, offers himself for re-election as a director of the
Company.
5. To re-elect Sir Robin Miller who is retiring in accordance
with the AIC Code and who, being eligible, offers himself for
re-election as a director of the Company.
6. To re-elect Frank Presland who is retiring in accordance with
the AIC Code and who, being eligible, offers himself for
re-election as a director of the Company.
7 To re-elect David Glick as a director of the Company, pursuant to Listing Rule 15.2.13A.
8. To re-appoint Grant Thornton LLP as auditor of the Company,
to hold office until the conclusion of the next general meeting at
which accounts are laid before the Company.
9. To authorise the directors of the Company to fix the remuneration of the auditor.
SPECIAL BUSINESS
The following resolutions were passed, resolution 10 as an
ordinary resolution and resolutions 11 and 12 as special
resolutions of the Company:
10.
(i) That 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% of the nominal value of the
issued ordinary share capital of the Company as at the date of this
resolution, during the period commencing on the passing of this
resolution and expiring on the later of: (1) the date of the annual
general meeting of the Company to be held in 2016, and (2) 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
(ii) That 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
11. That the directors of the Company be and are hereby
empowered, pursuant to sections 570 and 573 of 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 9 set out in this notice of annual general
meeting as if section 561(1) of the Act did not apply to such
allotment, provided that this power shall expire on the later of:
(1) the date of the annual general meeting of the Company to be
held in 2016, and (2) 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% of the
nominal value of the issued ordinary share capital of the Company
as at the date of this resolution.
12. That the Company be and is hereby generally and
unconditionally authorised, pursuant to section 701 of the Act, to
make market purchases (within the meaning of section 693(4) of the
Act) of C Shares, D Shares, E Shares, F Shares, G Shares, H Shares
and I Shares of 10p each in the capital of the Company, provided
that:
(i) such authority is limited to the purchase of 14.99 per cent
of the issued C Share capital, 14.99 per cent of the issued D Share
capital, 14.99 per cent of the issued E Share capital, 14.99 per
cent of the issued F Share capital, 14.99 per cent of the issued G
Share capital, 14.99 per cent of the issued H Share capital, and
14.99 per cent of the issued I Share capital, in each case as at
the date of this resolution;
(ii) the minimum price (excluding expenses) which may be paid
for such C, D, E, F, G, H or I Shares is 10p per share, the nominal
amount of each such share;
(iii) the maximum price (excluding expenses) which may be paid
for such C, D, E, F, G, H or I Shares shall be the higher of:
(a) an amount equal to 105 per cent of the average of the middle
market quotations for such class of the Company's 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 is made; and
(b) the value of such class of the Company's shares 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; and
(iv) the Company may make a contract or contracts to purchase
its own C, D, E, F, G, H or I Shares under this authority prior to
the expiry of this authority which will or may be executed wholly
or partly after the expiry of the authority, and the Company may
make a purchase of its own C, D, E, F, G, H or I Shares in
pursuance of any such contract or contracts as if the authority
conferred hereby had not expired.
The authority hereby conferred shall (unless previously renewed
or revoked) expire on the later of: (1) the date of the annual
general meeting of the Company to be held in 2016, and (2) the date
which is 15 months after the date on which this resolution is
passed.
Proxy votes cast were as follows:
Resolution For Against Withheld
---- -------------------------------------- ------------ ---------- ---------
Receive and adopt directors'
and independent auditor's
reports and Company's financial
1. statements 7,574,224 50,169 21,629
---- -------------------------------------- ------------ ---------- ---------
2. Approve G and I share dividend 7,497,844 132,728 15,450
---- -------------------------------------- ------------ ---------- ---------
Approve directors' remuneration
3. report 6,793,135 661,029 191,858
---- -------------------------------------- ------------ ---------- ---------
4. Re-elect Howard Flight 7,108,650 511,560 25,812
---- -------------------------------------- ------------ ---------- ---------
5. Re-elect Sir Robin Miller 7,003,498 600,233 42,291
---- -------------------------------------- ------------ ---------- ---------
6. Re-elect Frank Presland 7,015,031 583,550 47,441
---- -------------------------------------- ------------ ---------- ---------
7. Re-elect David Glick 6,933,991 681,069 30,962
---- -------------------------------------- ------------ ---------- ---------
Re-appoint Grant Thornton
8. as auditor 7,497,196 134,523 14,303
---- -------------------------------------- ------------ ---------- ---------
Authorise directors to determine
9. remuneration of auditor 7,517,603 118,044 10,375
---- -------------------------------------- ------------ ---------- ---------
Authorise directors to allot
10. shares 7,327,495 291,673 26,854
---- -------------------------------------- ------------ ---------- ---------
Authorise directors to allot
shares with disregard to pre-emption
11. rights 7,231,918 331,973 82,131
---- -------------------------------------- ------------ ---------- ---------
Authorise Company to make
12. market purchases 7,491,644 132,749 21,629
---- -------------------------------------- ------------ ---------- ---------
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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