Results of AGM

RNS Number : 7874A

Pembroke VCT PLC

01 October 2020

 

Pembroke VCT plc

Results of Annual General Meeting

At the Annual General Meeting of Pembroke VCT plc (the "Company") held on 30 September 2020 at 9.00am, the following resolutions were duly passed. (As announced on 25 September 2020, resolution 2, which proposed a final dividend of 3p per B ordinary share, was withdrawn and an interim dividend of 3p per B ordinary share payable on 12 November 2020 with a record date of 9 October 2020 was declared.)

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 2020.

3.   To approve the Directors' Remuneration Policy.

4.   To receive and approve the Directors' Remuneration Report for the year ended 31 March 2020.

5.   To appoint BDO 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.

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

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 and in addition to existing authorities, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with s551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot and issue 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 date of the next AGM or the date falling 15 months after the date of the passing of this resolution:

a.   B Ordinary shares of 1 pence each in the capital of the Company ("B Ordinary Shares") up to an aggregate nominal amount representing 10% of the issued B Ordinary Share capital from time to time (approximately 100,185,546 B Ordinary shares at the date of this notice).

Special Resolutions

9.   That, in accordance with s570(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 s560 of the Act) for cash pursuant to the authorities conferred by resolution 8 above as if s561 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 s560 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.

10.   That the Company be and is hereby generally and unconditionally authorised within the meaning of s701 of the Act to make market purchases of B Ordinary Shares of 1 pence each in the capital of the Company ("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 2021 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.

All resolutions were put to the vote on a poll the results of the poll are as follows:

Resolution		For	Against	Vote Withheld
1	To receive the Directors' Report and Financial Statements together with the Independent Auditor's Report	4,241,214	-	2,866
3	To approve the Directors' Remuneration Policy	4,173,794	45,911	24,375
4	To receive and approve the Directors' Remuneration Report	4,173,794	45,911	24,375
5	To appoint BDO LLP as auditors	4,218,691	11,410	24,375
6	To authorise the Directors to fix the remuneration of the auditors	4,213,557	2,866	27,657
7	To re-elect David Till as a director.	4,224,956	19,124	-
8	To authorise the allotment and issue of B Ordinary shares under the DIS	4,179,657	21,755	42,668
9	To disapply pre-emption rights for DIS allotments	4,107,964	93,448	42,668
10	To authorise the Directors to buy back shares	4,188,481	12,931	42,668

For further details about the Company please either visit the Company's website: www.pembrokevct.com  

or contact:

Doreen Nic

The City Partnership (UK) Limited (Company Secretary)

[e-mail]

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

[phone]

 

END

 

 

RAGMBBPTMTBMMBM