Chelverton Growth Trust PLC (the "Company")
RESULT OF AGM
The Company announces that at the annual general meeting held earlier today,
all resolutions were approved by shareholders.
The following special resolutions were passed:
8.THAT the Directors be empowered pursuant to Section 95(1) of the Companies
Act 1985 to allot equity securities (as defined in Section 94(2) of the
Companies Act 1985) pursuant to the authority granted at the Annual General
Meeting held on 14 December 2004 as if Section 89(1) of the Companies Act 1985
did not apply to any such allotment provided that this power be limited to the
allotment of equity securities (including any issue (other than to an employee
share scheme) of shares for cash out of treasury) up to an aggregate nominal
amount of £17,500 and shall expire on the date which is fifteen months after
the date of passing of this resolution or the conclusion of the next Annual
General Meeting of the Company, whichever is the earlier, save that the Company
may, before the expiry of such power, make offers or agreements which would or
might require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offers or agreements
as if the power conferred hereby had not expired.
9.THAT, subject to the passing of Resolution 8 above, the Company be
authorised, for the purposes of paragraph 15.4.23 of the Listing Rules of the
United Kingdom Listing Authority, to issue Ordinary shares of 1p each in the
Capital of the Company at a price below net asset value per share of the
existing Ordinary shares in issue provided always that such issue shall be
limited to:
i) up to an aggregate nominal amount of £17,500.
ii)the sale of shares which, immediately before such sale, were held by the
Company as treasury shares.
10. THAT the Company is hereby generally and unconditionally authorised in
accordance with Section 166 of the Companies Act 1985 ("the Act") to renew its
authority to make market purchases (within the meaning of Section 163(3) of the
Act) of Ordinary shares of 1p each in the capital of the Company ("Ordinary
shares"), provided that:
(i) the maximum number of Ordinary shares hereby authorised to be purchased
shall be 2,623,250 (or, if less, 14.99% of the issued Ordinary share capital
immediately following the passing of this resolution);
(ii) the minimum price which may be paid for each Ordinary share is 1p;
iii) the maximum price which may be paid for each Ordinary share is, in respect
of a share contracted to be purchased on any day, an amount equal to 105 per
cent. of the average of the middle market quotations for Ordinary shares taken
from London Stock Exchange Daily Official List for the 5 business days
immediately preceding the day on which the contract of purchase is made;
(iv)this authority will (unless renewed) expire at the conclusion of the next
Annual General Meeting of the Company held after the date on which this
resolution is passed or, if earlier, fifteen months after that date; and
(v)the Company may make a contract to purchase Ordinary shares under the
authority conferred by this resolution before this authority expires, such
contract which will or may be executed wholly or partly after the expiry of
this authority.
11.THAT, in addition to the authority given to the Company to purchase its
Ordinary shares of 1p each ("Shares") pursuant to the resolution number 10
above and in accordance with the terms and conditions contained in a Tender
Offer Circular issued on 23 November 2007 by the Company and the accompanying
Tender Form (together the "Terms and Conditions"), the Company be and is hereby
authorised in accordance with section 166 of the Act to make market purchases
(within the meaning of section 163 of the Act) of its Shares, provided that:
(a)the maximum number of Shares hereby authorised to be purchased shall not
exceed 15% of the Shares in issue as at the date hereof (excluding any Shares
held in Treasury);
(b)the price which may be paid for a Share shall be the Tender Price (as
defined in the Terms and Conditions); and
(c)the authority hereby conferred shall expire at the conclusion of the next
Annual General Meeting of the Company save that the Company may, prior to such
expiry, enter into a contract to purchase Shares which will or may be completed
or executed wholly or partly after such expiry.
Save as expressly provided in this resolution, words defined in the Terms and
Conditions shall bear the same meanings in this resolution.
12.The Articles of Association of the Company be and are hereby amended by the
deletion of Article 164 in its entirety, and the substitution of the following
therefor:
"Duration of the Company
164. Duration of the Company
164.1 At the Annual General Meeting of the Company in 2011 the Directors shall
ensure that a special resolution is proposed to the effect that the duration of
the Company shall continue for a further three years (a "Continuance
Resolution"). In the event that a Continuance Resolution is passed, the
Directors shall ensure that a further Continuance Resolution is proposed at a
general meeting of the Company to be held no later than three years after the
date on which the previous Continuance Resolution was passed.
164.2 In the event that any Continuance Resolution fails to be passed at any
general meeting of the Company, at which it is proposed in accordance with
Article 164.1, the Directors shall conduct the Company's affairs so as to
arrange an orderly wind-up of the Company's affairs and shall ensure that a
resolution to effect a voluntary wind-up of the Company shall be proposed at a
general meeting of the Company by no later than the third anniversary of the
date on which the relevant Continuance Resolution failed to be passed.
164.3 At a general meeting called pursuant to Article 164.2 above those holders
of ordinary shares who (being individuals) are present in person or by proxy or
(being corporations) are present by proxy or by a representative duly
authorised (not being himself a member entitled to vote) and entitled to vote
and who vote in favour of the resolution proposed to wind up the Company
voluntarily shall on a poll collectively have such total number of votes as is
one more than the number of votes which are required to be cast on such poll
for the said resolution to be carried, and upon such resolution being passed
then the Company shall be wound up accordingly."
20 December 2007
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