The Throgmorton Trust PLC
Results of General Meeting
Under listing rule 9.6.2 copies of the resolution below have been submitted to
the UK Listing Authority, and will shortly be made available via the UK Listing
Authority's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. No. (0)20 7066 1000
(Special Resolution)
THAT subject to the UK Listing Authority agreeing to admit to the Official List the
subscription shares of £0.01 each in the capital of the Company (the
"Subscription Shares") to be issued pursuant to the bonus issue described in the
circular of the Company dated 3 September 2009 (the "Bonus Issue") and London
Stock Exchange plc agreeing to admit such Subscription Shares to trading on its
market for listed securities:
(A) the articles of association produced to the Meeting and signed by the
Chairman of the Meeting for the purposes of identification be adopted as the
articles of association of the Company in substitution for the existing
articles of association of the Company;
(B) in addition to any existing authority under section 551 of the Companies
Act 2006 (the "Act") granted to the Directors at any annual general meeting
held before the passing of this resolution, for the purposes of section 551 of
the Act (and so that expressions used in this resolution shall bear the same
meanings as in the said section 551) the Directors be and are generally and
unconditionally authorised to exercise all powers of the Company to allot
Subscription Shares pursuant to the Bonus Issue and ordinary shares in the
capital of the Company ("Ordinary Shares") pursuant to the exercise of the
rights attaching to the Subscription Shares to subscribe for such shares (the
"Subscription Share Rights") as set out in the articles of association to be
adopted pursuant to subparagraph (A) of this Resolution, up to a maximum
aggregate nominal amount of £148,233 provided that such authority shall expire
at the conclusion of the Company's annual general meeting to be held in 2010,
save that the Company may prior to the expiry of such period make any offer or
agreement which would or might require such Subscription Shares and/or Ordinary
Shares to be allotted after such expiry and the Directors may allot such
Subscription Shares and/or Ordinary Shares in pursuance of any such offer or
agreement as if the authority conferred hereby had not expired;
(C) the Directors be and are hereby empowered to capitalise any part of the
amount then standing to the credit of any of the share premium account, the
capital redemption reserve, the capital reserve or any reserve (other than the
profit and loss account) otherwise available for the purpose of paying up in
full at par up to 14,823,221 Subscription Shares to be issued pursuant to the
Bonus Issue, such shares to be allotted and distributed credited as fully paid
up to and among such holders in the proportion of one new Subscription Share
for every 5 Ordinary Shares held (fractions of a Subscription Share being
ignored) and, to the extent necessary, paying up in full any Ordinary Shares to
be allotted in accordance with the provisions of the articles of association of
the Company as adopted by sub-paragraph (A) of this resolution relating to the
exercise of rights attaching to the Subscription Shares and any additional
Subscription Shares required to be issued to holders of Subscription Shares in
accordance with the rights attaching to the Subscription Shares;
(D) any consolidation, sub-division or redemption of share capital required in
the opinion of the Directors to give effect to the rights of the holders of
Subscription Shares be hereby approved;
(E) in addition to any existing authority under section 701 of the Act granted
to the Company at any annual general meeting held before the passing of this
resolution, the Company be generally and, subject as hereinafter appears,
unconditionally authorised in accordance with section 701 of the Act to make
market purchases (within the meaning of section 693 of the Act) of its issued
Subscription Shares, provided that:
(i) the maximum number of Subscription Shares hereby authorised to be purchased
shall be 2,222,001 or, if less, that number of Subscription Shares which is
equal to 14.99 per cent. of the Company's issued Subscription Share capital
immediately following Admission (as defined in the circular of the Company
dated 3 September 2009);
(ii) the minimum price which may be paid for a Subscription Share is £0.01;
(iii) the maximum price which may be paid for a Subscription Share will not
exceed the higher of (i) 5 per cent. above the average of the middle market
quotations (as derived from the Official List of the United Kingdom Listing
Authority) for the 5 consecutive dealing days ending on the dealing day
immediately preceding the date on which the purchase is made and (ii) the
higher of the price quoted for (a) the last independent trade of, or (b) the
highest current independent bid for, any number of Subscription Shares on the
trading venue where the purchase is carried out;
(iv) the authority hereby conferred shall expire on 31 March 2011 unless the
authority is renewed at the Company's annual general meeting in 2010 or at any
other general meeting prior to such time; and
(v) the Company may make a contract to purchase Subscription Shares under the
authority hereby conferred prior to the expiry of such authority and may make a
purchase of Subscription Shares pursuant to any such contract notwithstanding
such expiry.
2 October 2008
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