Result of AGM & EGM
Unicorn AIM VCT plc
AGM, EGM and Class Meeting Results
26 February 2010
The board ("Board") of Unicorn AIM VCT plc ("the Company") announces
that at the annual general meeting of the Company held on 25 February 2010,
all of the resolutions proposed as set out in the notice of annual general
meeting contained in the annual report and accounts of the Company for the year
ended 30 September 2009 were duly passed as follows:
Resolution 1 to receive and adopt the Directors' Report and audited Financial Statements
for the year ended 30 September 2009;
Resolution 2 to approve the Directors' Remuneration Report;
Resolution 3 to re-appoint PKF (UK) LLP as auditors to the Company;
Resolution 4 to re-elect Jocelin Harris as a director of the Company;
Resolution 5 to elect James Grossman as a director of the Company.
Details of the proxy votes in respect of the resolutions passed at the annual general
meeting received are set out below:
Votes Resolution 1 Resolution 2 Resolution 3
Number of Votes Number of Votes Number of Votes
For 1,335,913 (94.30%) 1,187,500 (84.95%) 1,296,183 (91.50%)
Discretionary 80,692 (5.70%) 84,271 (6.03%) 116,843 (8.25%)
Against 0 (-) 126,089 (9.02%) 3,579 (0.25%)
Withheld 0 (-) 18,275 (-) 0 (-)
Votes Resolution 4 Resolution 5
Number of Votes Number of Votes
For 1,247,524 (89.08%) 1,195,481 (85.66%)
Discretionary 111,566 (7.97%) 121,866 (8.73%)
Against 41,290 (2.95%) 78,258 (5.61%)
Withheld 16,225 (-) 21,000 (-)
The Board further announces that at the extraordinary adjourned general meeting
of the Company held on 25 February 2010, the resolutions proposed in connection
with the consolidation of the share capital of the Company and the proposed merger
with Unicorn AIM VCT II plc ("VCT II") to be completed by way of a scheme of reconstruction
of VCT II pursuant to Section 110 of the Insolvency Act 1986 ("Scheme")
and the transfer by VCT II of all of its assets and liabilities to the Company
as set out in the circular to shareholders dated 29 January 2010 were duly passed as follows
Resolution 1 to consolidate the share capital of the Company, amend the articles
of association and purchase the deferred shares arising on such consolidation;
Resolution 2 to acquire the assets and liabilities of VCT II and authorise
the issue of shares pursuant thereto;
Resolution 3 to renew share allotment and buy-back authorities;
Resolution 4 to approve revised management arrangements with Unicorn Asset Management Limited; and
Resolution 5 to approve the cancellation of the Company's share premium account.
In respect of Resolution 4 a poll was requested by shareholder(s) in attendance
at the extraordinary general meeting. The number of votes cast in favour was 3,505,918
and the number of votes cast against was 311,548.
Details of the proxy votes in respect of the resolutions passed
at the extraordinary general meeting received are set out below:
Votes Resolution 1 Resolution 2 Resolution 3
Number of Votes Number of Votes Number of Votes
For 3,639,208 (95.49%) 3,644,794 (95.49%) 3,633,361 (95.19%)
Discretionary 118,861 (3.12%) 118,861(3.12%) 128,961(3.38%)
Against 53,190 (1.39%) 53,190 (1.39%) 54,523 (1.43%)
Withheld 5,586 (-) 0 (-) 0 (-)
Votes Resolution 4 Resolution 5
Number of Votes Number of Votes
For 3,350,630 (90.19%) 2,313,483 (94.01%)
Discretionary 103,913 (2.79%) 149,148 (3.94%)
Against 260,648 (7.02%) 75,500 (2.05%)
Withheld 101,654 (-) 32,176 (-)
The Board also announces that at separate adjourned class meetings of the holders
of ordinary shares of 1p each in the capital of the Company ("Ordinary Shares"),
series 2 ordinary shares of 1p each in the capital of the Company ("S2 Shares")
and series 3 ordinary shares of 1p each in the capital of the Company ("S3 Shares")
held on 26 February 2010 resolutions approving resolutions 1 and 2 proposed at
the extraordinary general meeting held on 25 February 2010 (and any variation to
class rights resulting therefrom) were duly passed. Details of the proxy votes
received in respect of the resolution passed at the separate class meetings are set out below:
Ordinary Shares Class Meeting:
Number of Votes
For 2,403,008 (95.97%)
Against 23,090 (0.92%)
Discretionary 77,761 (3.11%)
Withheld 0 (-)
S2 Shares Class Meeting:
Number of Votes
For 796,503 (95.70%)
Against 10,100 (1.21%)
Discretionary 25,725 (3.09%)
Withheld 0 (-)
S3 Shares Class Meeting:
Number of Votes
For 565,282 (99.10%)
Against 0 (0%)
Discretionary 5,150 (0.10%)
Withheld 0 (-)
A copy of the resolutions passed at all the above meetings will shortly be available
for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Telephone: 020 7066 1000
For further enquiries please contact:
Rob Brittain/Ross Lacey
Matrix-Securities Limited
Company Secretary
Telephone: 0203 206 7000