Result of AGM Replacement

RNS Number : 7958H

Amati VCT 2 plc

25 June 2013

 

The following replaces the announcement made on 19 June 2013 for the Results of Annual General Meeting. 

It has been brought to our attention that the text of the Result of Annual General Meeting published on 19 June 2013 at 8.42am contained inconsistencies with regard to the resolution to appoint the auditor.  The auditor which was appointed at the AGM was BDO LLP as per the corrected announcement below.

Amati VCT 2 plc

Results of Annual General Meeting

The Company gives notice that the resolutions proposed in the Notice of Annual General Meeting dated 1 May 2013 were duly passed at the Annual General Meeting of the Company held on Tuesday 18 June 2013.

The full text of the resolutions passed is:

Ordinary Business

Resolutions 1 to 9 as Ordinary Resolutions of the Company:

Ordinary Resolutions

1.   "To receive and adopt the Directors' Report and financial statements of the Company for the financial year ended 31 January 2013 together with the Independent Auditor's Report thereon."

2.   "To approve the Directors' Remuneration Report for the financial year ended 31 January 2013."

3.   "To approve a final dividend of 3.5p per share payable on 15 July 2013 to shareholders on the register at 21 June 2013."

4.   "To appoint BDO LLP of Farringdon Place, 20 Farringdon Road, London, EC1M 3AP as auditor of the Company from the conclusion of the Meeting until the conclusion of the next annual general meeting of the Company to be held in 2014 at which financial statements are laid before the Company."

5.   "To authorise the directors to fix the remuneration of the auditor."

6.   "To re-elect Julian Avery as a director of the Company."

7.   "To re-elect Mike Killingley as a director of the Company."

8.   "To re-elect Christopher Macdonald as a director of the Company."

9.   "To re-elect Christopher Moorsom, as a director of the Company."

SPECIAL BUSINESS

Resolutions 10, 11 and 12 as Special Resolutions of the Company:

Special Resolutions

10.    "THAT in substitution for any existing authorities, the directors be and hereby are empowered pursuant to sections 570 and 573 of the 2006 Act to allot or make offers or agreements to allot equity securities (which expression shall have the meaning subscribed to it in section 560 of the 2006 Act) for cash pursuant to the authority given in accordance with section 551 of the 2006 Act by the resolution passed at the general meeting on 7 March 2013 as if section 561(1) of the 2006 Act did not apply to any such allotment, up to an aggregate nominal amount of £2,250,000.  The authority hereby conferred shall (unless previously renewed or revoked) by this resolution shall expire on the earlier of the date of the annual general meeting of the Company to be held in 2014 and the date which is 15 months after the date on which this resolution is passed.

11.  "THAT, in substitution for existing authorities, the Company be and is hereby empowered to make one or more market purchases within the meaning of Section 701 of CA 2006, of the Ordinary Shares (either for cancellation or for the retention of treasury shares for future re-issue or transfer) provided that:

(i)    the maximum aggregate number of Ordinary Shares authorised to be purchased is such number thereof being 14.99% of the issued ordinary share capital of the Company as at the date of this resolution;

(ii)   the minimum price which may be paid per Ordinary Share is 5p per share, the nominal amount thereof;

(iii)   the maximum price (exclusive of expenses) which may be paid per Ordinary Share is an amount equal to 105% of the average of the middle market quotation of such Ordinary Share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such Ordinary Share is to be purchased;

(iv)  the authority hereby conferred shall expire on the earlier of the annual general meeting of the Company to be held in 2014 and the date which is 18 months after the date on which this Resolution is passed; and

(v)   the Company may make a contract to purchase its own Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of such Ordinary Shares pursuant to any such contract."

12. "THAT, in addition to the authority set out in resolution 11 above, the Company be and is hereby empowered to make market purchases within the meaning of Section 701 of CA 2006 of Ordinary Shares for cancellation under the Company's Enhanced Share Buyback and Re-investment Facility ("ESBRF") as described in the circular to shareholders dated 6 February 2013 and provided that:

(i)    the maximum aggregate number of Ordinary Shares authorised to be purchased is such number thereof being 24.99% of the issued ordinary share capital of the Company as at the date of this resolution;

(ii)   the price which may be paid is a fixed price equal to 99% of the most recently published net asset value per Ordinary Share prior to the date of purchase rounded down to the nearest 0.01p per share (which fixed price shall, for the purposes of section 701(3)(b) of CA 2006 constitute both the maximum and minimum price which may be paid per Ordinary Share);

(iii)   the authority hereby conferred shall expire on the earlier of the annual general meeting of the Company to be held in 2014 and the date which is 18 months after the date on which this Resolution is passed; and

(iv)  the Company may make a contract to purchase its own Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of such Ordinary Shares pursuant to any such contract."

Proxy votes cast were as follows:

Resolution	For	Against	Withheld
1. Directors Report and Financial Statements and Auditor's Report	1,052,548	0	0
2. Director's Remuneration Report	880,499	128,252	43,797
3. Final dividend	1,052,548	0	0
4. Appoint BDO LLP as auditor	1,020,173	15,404	16,971
5. Auditor remuneration	1,032,314	8,104	12,130
6. Re-elect Julian Avery	1,001,512	27,958	23,078
7. Re-elect Mike Killingley	1,016,334	14,152	22,062
8. Re-elect Christopher Macdonald	1,008,301	15,199	29,048
9. Re-elect Christopher Moorsom	1,005,417	22,995	24,136
10. Authority to dispply pre-emption rights	963,690	67,986	20,872
11. Share buyback authority	981,147	65,725	5,676
12. Share buyback authority under the ESBRF	1,008,294	17,035	27,219

For further information please contact Doreen Nic on 0131 243 7215 or email

[e-mail].

Ends

 

END

 

 

RAGFAMLTMBBTMIJ