Result of EGM

BACIT LIMITED
(a registered closed-ended collective investment scheme  incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514)

(“the Company”)

RESULT OF EXTRAORDINARY GENERAL MEETING (“EGM”)
14 DECEMBER 2016

The Board of BACIT Limited is pleased to announce that, at the EGM held on 14 December 2016, the resolutions as set out in the Notice of Extraordinary General Meeting dated 28 November 2016 (the Resolutions) were duly passed by way of a poll vote.

Capitalised terms used but not defined in this Announcement shall have the same meaning as set out in the circular to shareholders of the Company dated 28 November 2016 (the “Circular”).

The results of the poll on the resolutions proposed at the EGM are outlined below.  A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.   

Ordinary Resolutions		For	Against	Vote Withheld
1.	THAT the Company should discontinue its business as a closed-ended collective investment scheme and require the Directors to formulate proposals to be put to shareholders for the reconstruction or reorganisation of the Company.	33,619,850	241,623,720	0
2.	THAT the Related Party Share Subscription (as described in the Circular), being a related party transaction for the purposes of the Listing Rules of the UK Listing Authority (the “Listing Rules”), be and is hereby approved.	221,216,254	22,335,537	31,691,779
3.	THAT the expansion of the Company’s investment policy, as set out in the Circular, be and is hereby approved with effect from the Implementation Date.	252,781,349	22,335,537	126,684
4.	THAT the amendments of the Company’s investment management agreement with BACIT (UK) Limited, as set out in the Circular, be and are hereby approved with effect from the Implementation Date.	241,165,633	22,335,537	11,742,400
5.	THAT the terms of the long term incentive plan, as set out in the Circular, be and are hereby approved with effect from the Implementation Date.	232,525,452	37,514,718	5,203,400
6.	THAT Nigel Keen be appointed as a Director with effect from the Implementation Date.	275,237,682	5,888	0
7.	THAT Ellen Strahlman be appointed as a Director with effect from the Implementation Date.	275,237,682	5,888	0
8.	THAT approval is granted for the waiver by the Panel of any obligation which might otherwise arise, pursuant to Rule 9 of the UK Takeover Code, for Wellcome Ventures to make a general offer to Shareholders as a result of its participation in the Firm Placing as described in the Circular.	241,410,240	33,833,330	0
9.	THAT, without prejudice to the existing authorities granted at the Company’s most recent annual general meeting, the Directors be generally and unconditionally authorised to allot and issue up to 386,272,980 Ordinary Shares in connection with the Issue and Firm Placing (being 100 per cent. of the Company’s shares in issue as at the latest practicable date prior to the date of publication of this document) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 9 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired.	250,562,471	2,224,820	22,456,333
Special Resolutions		For	Against	Vote Withheld
10.	THAT the Company’s name be changed to “Syncona Limited” with effect from the Implementation Date.	252,908,033	5,888	22,329,649
11.	THAT the following provisions of the Articles be amended as follows and with effect from the Implementation Date: a. article 49 be deleted in full; b. the following article be inserted as new article 49: “The Company shall not make any change to its investment policy without the prior approval of a Special Resolution unless, in the reasonable opinion of the Directors, such change is not material.” and c. article 6 be amended such that the following article be included as new article 6.6.2: “equity securities in connection with any employee share scheme or long term incentive plan.”	252,911,063	2,858	22,329,649

Extraordinary Resolution		For	Against	Vote Withheld
12.	THAT, without prejudice to the existing authorities granted at the Company’s most recent annual general meeting, the Directors be generally and unconditionally authorised to allot and issue (or sell from treasury), grant rights to subscribe for, or to convert securities into, up to 386,272,980 Ordinary Shares in connection with the Firm Placing and the Placing (being 100 per cent. of the Company’s shares in issue as at the latest practicable date prior to the date of publication of this document) for cash as if Article 6.2 of the existing Articles did not apply to the allotment and issue (or sale from treasury) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 12 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired.	250,565,447	2,221,790	22,456,333

Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
Tel: [phone]

J.P. Morgan Cazenove, Sole Sponsor, Global Coordinator and Bookrunner
William Simmonds
James Mitford
Tel: [phone]

Tulchan Communications
Doug Campbell
Siobhan Weaver
Tel: [phone]

Temple Bar Advisory
Ed Orlebar
Tel: [phone]