Result of AGM

RNS Number : 1561B

Pembroke VCT PLC

29 September 2022

 

Pembroke VCT plc (the "Company")

Results of Annual General Meeting

At the Annual General Meeting of the Company held on Thursday 29 September 2022 at 9.00am, the following resolutions were duly passed.

Ordinary Resolutions

1.  To receive the Directors' and the Independent Auditor's Reports and the Company's Financial Statements for the year ended 31 March 2022.

2.  To receive and approve the Directors' Remuneration Report for the year ended 31 March 2022.

3.  To re‑appoint BDO LLP as auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.

4.  To authorise the Directors to fix the remuneration of the auditor.

5.  To re-elect Jonathan Djanogly as a Director of the Company.

6.  To re-elect Laurence Blackall as a Director of the Company.

7.  To re-elect David Till as a Director of the Company.

8.  That, in accordance with article 147 of the Company's articles of association (the "Articles") and in addition to existing authorities, 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 and issue the following B ordinary shares of 1 pence each in the capital of the Company ("B Ordinary Shares") pursuant to the terms and conditions of the dividend investment scheme adopted by the Company on 3 December 2015 and in connection with any dividend declared or paid in the period commencing on the date of this resolution 8 and ending on the later of the date of the Company's next annual general meeting or the date falling 15 months after the date of the passing of this resolution:

a.  B Ordinary Shares up to an aggregate nominal amount representing 10% of the issued B Ordinary Share capital from time to time (approximately 16,620,211 B Ordinary Shares at the date of this notice).

9.  That, in addition to any existing authorities, in accordance with section 551 of the Act, the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot:

a.  B Ordinary Shares up to an aggregate nominal amount of £600,000 in connection with offer(s) for subscription; and

b.  B Ordinary Shares up to an aggregate nominal amount representing 20% of the issued B 

  Ordinary Shares from time to time; and

that, in connection with the use of the authority, the Directors may pay commission(s) including in the form of fully or partly paid shares in accordance with article 9 of the Articles and provided that this authority shall, unless renewed, extended, varied or revoked by the Company, expire on the later of the date of the Company's next annual general meeting or the date falling 15 months after the date of the passing of this resolution save that the Company may, before such expiry, make offers or agreements which would or might require B Ordinary Shares to be allotted and the Directors may allot B Ordinary Shares in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.

Special Resolutions

10. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by resolution 8 above as if section 561 of the Act did not apply to any such allotment, and so that:

a.  Reference to the allotment in this resolution shall be construed with section 560 of the Act;

and

b.  The power conferred by this resolution shall enable the Company to make offers or

  agreements before the expiry of said power which would or might require equity securities to  

  be allotted after the expiry of the said power and the Directors may allot equity securities of

  such offers or agreements notwithstanding the expiry of such power

11. That, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by resolution 9 above as if section 561 of the Act did not apply to any such allotment, and so that:

a.  Reference to the allotment in this resolution shall be construed with section 560 of the Act, and

b.  The power conferred by this resolution shall enable the Company to make offers or be

  agreements before the expiry of the said power which would or might require equity

  securities to allotted after the expiry of the said power and the Directors may allot equity

  securities in pursuance of such offers or agreements notwithstanding the expiry of such

  power.

12. That, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the court order is made confirming such cancellation, be and is hereby cancelled.

13. That the Company be and is hereby generally and unconditionally authorised within the meaning of section 701 of the Act to make market purchases of B Ordinary Shares provided that:

(i)  the maximum number of B Ordinary Shares hereby authorised to be purchased is an amount

  equal to 14.99% of the issued B Ordinary Share capital of the Company from time to time;

(ii)  the minimum price which may be paid for a B Ordinary Share is 1 pence per share, the

  nominal amount thereof;

(iii)  the maximum price which may be paid for a B Ordinary Share is an amount equal to the

  higher of (a) 105% of the average of the middle market quotation per B Ordinary Share

  taken from the London Stock Exchange Daily Official List for the five business days

  immediately preceding the day on which such B Ordinary Share is to be purchased and (b)

  the amount stipulated by Article 5(6) of the Market Abuse Regulation.

(iv)  the authority hereby conferred shall (unless previously renewed or revoked) expire on the

  earlier of the AGM of the Company to be held in 2022 and the date which is 15 months after

  the date on which this resolution is passed; and

(v)  the Company may make a contract or contracts to purchase its own B 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 its own B Ordinary

  Shares in pursuance of any such contract or contracts as if the authority conferred hereby had

  not expired.

	Resolution	% For & Discretionary	% Against	Shares Withheld
1.	Directors' and Independent Auditor's Reports and Financial Statements	99.96	0.04	3,013
2.	Directors' Remuneration Report	99.09	0.91	37,336
3.	Re-appoint BDO LLP as auditor	98.99	1.01	14,446
4.	Auditor remuneration	100.00	0.00	25,742
5.	Re-elect Jonathan Djanogly	98.62	1.38	445,318
6.	Re-elect Laurence Blackall	99.01	0.99	445,318
7.	Re-elect David Till	99.76	0.24	439,812
8.	Allot shares re DIS	99.40	0.60	494,614
9.	Allot shares re offer and generally	99.84	0.16	503,883
10.	Authority to disapply pre-emption rights re DIS allotments	94.77	5.23	104,238
11.	Authority to disapply pre-emption rights re offer and general allotments	95.16	4.84	104,238
12.	Cancellation of share premium account	100.00	0.00	119,269
13.	Share buyback authority	99.91	0.09	42,254

For further information, please contact:

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

[phone]

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

[e-mail]

Keith Lassman

Howard Kennedy Corporate Services LLP

[phone]

Seven Hills PR

Gary O'Sullivan

0781 790 3406

[e-mail]

 

END

 

 

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