Albion Development VCT PLC - Ordinary Shares : ...

At an Annual General Meeting of Albion Development VCT PLC, duly convened and held at the City of London Club, 19 Old Broad Street, London on 15 day of June 2012 the following resolutions were passed

Ordinary resolutions number 1 to 6 were passed

The following items of Special Business and Special Resolutions were passed:

7.         That the Company be authorised to send all documents, notices and information to shareholders by electronic means (as such term is defined in the Financial Services Authority's Disclosure and Transparency Rules) including by means of a website and in all electronic forms. Shareholders will be required to "opt in" to receive electronic communications.

8.        That the Articles of Association of the Company be altered by deleting the present Article 3 setting out the authorised share capital of the Company in its entirety.

9.        That 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 an aggregate nominal amount of £1,691,189 (or £33,823 following the reduction in nominal value proposed by resolution 13) for Ordinary shares and £317,632 (or £6,352 following the reduction in nominal value proposed by resolution 14) for D shares, 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.

10.        That, subject to and conditional on the passing of resolution number 9, 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 9 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;

(c)         in connection with the Albion VCTs Linked Top Up Offer 2011/2012; and

(d)         otherwise than pursuant to paragraphs (a) to (c) above, up to an aggregate nominal amount of £1,691,189 (or £33,823 following the reduction in nominal value proposed by resolution 13) for Ordinary shares and £317,632 (or £6,352 following the reduction in nominal value proposed by resolution 14) for D shares.

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, 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 requirements 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 "subject to, and conditional on the passing of resolution number 9" were omitted.

11.        That, the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares and D shares of 50 pence each (or 1 penny per share following the cancellation of share capital as proposed in resolutions 13 and 14) in the capital of the Company, 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 number of shares hereby authorised to be purchased is 5,070,186 Ordinary shares and 952,262 D shares, equal to 14.99 per cent. of the shares in issue;       

(b)        the minimum price, exclusive of any expenses, which may be paid for an Ordinary share or a D share is 50 pence (or 1 penny, following the cancellation of share capital as proposed in resolutions 13 and 14;

(c)         the maximum price, exclusive of any expenses, which may be paid for each Ordinary or D share is an amount equal to the higher of (a) 105 per cent. of the average of the middle market quotations for an Ordinary share, as derived from the London Stock Exchange Daily Official List, for 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 end of the next Annual General Meeting, or 15 December 2013, whichever is earlier; and

(e)         the Company may make a contract or contracts to purchase Ordinary or D 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 shares in pursuance of any such contract or contracts.

Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the "Regulations"), Ordinary and D 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 11 is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.

12.        That the Directors be empowered to sell treasury shares at the higher of the prevailing current share price and the price bought in at.

13.        That:

(a)         the share capital of the Company be reduced by cancelling and extinguishing 49 pence of the amount paid up or credited as paid up on each of the Ordinary shares of 50 pence each in the capital of the Company which are in issue at 6.00pm on the day before the date of the final hearing of the Company's application to reduce its share capital and cancel its capital redemption reserve and share premium account (the "Final Hearing");

(b)        the amount standing to the credit of the capital redemption reserve and share premium account attributable to the Ordinary shares at 6.00pm on the day before the Final Hearing be and is hereby cancelled.

14.        That:

(a)         the share capital of the Company be reduced by cancelling and extinguishing 49 pence of the amount paid up or credited as paid up on each of the D shares of 50 pence each in the capital of the Company;

(b)         the amount standing to the credit of the capital redemption reserve and share premium account attributable to the D shares at 6.00pm on the day before the Final Hearing be and is hereby cancelled.

18 June 2012

For further information please contact:
Albion Ventures LLP
Tel: [phone]

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Source: Albion Development VCT PLC - Ordinary Shares via Thomson Reuters ONE

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