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At an Annual General Meeting of Crown Place VCT PLC, duly convened at The City
of London Club, 19 Old Broad Street, London EC2N 1DS on 8 November 2017 at
11:00 am the following resolutions were passed:
Ordinary resolutions numbers 1 to 6 were passed.
The following items of Special Business were passed of which resolution 7 was
passed as ordinary resolution and 8 to 11 were passed as special resolutions.
Special business
7. Authority to allot shares
The Directors be generally and unconditionally authorised, in accordance with
section 551 of the Companies Act 2006 (the "Act"), to exercise the powers of
the Company to allot shares or grant rights to subscribe for or to convert any
securities into shares up to a maximum aggregate nominal amount of £3,242,220
(or £324,222 following the reduction in nominal value proposed by resolution
number 11) (representing approximately 20 per cent. of the issued ordinary
share capital as at the date of this Notice) provided that this authority
shall expire 18 months from the date that this resolution is passed, or, if
earlier, at the conclusion of the next Annual General Meeting of the Company,
but so that the Company may, before such expiry, make an offer or agreement
which would or might require shares to be allotted or rights to subscribe for
or convert securities into shares to be granted after such expiry and the
Directors may allot shares or grant rights to subscribe for or convert
securities into shares pursuant to such an offer or agreement as if this
authority had not expired.
8. Authority for the disapplication of pre-emption rights
That the Directors be empowered, pursuant to section 570 of the Act, to allot
equity securities (within the meaning of section 560 of the Act) for cash
pursuant to the authority conferred by resolution number 7 and/or sell
ordinary shares held by the Company as treasury shares for cash as if section
561(1) of the Act did not apply to any such allotment or sale.
Under this power the Directors may impose any limits or restrictions and make
any arrangements which they deem necessary or expedient to deal with any
treasury shares, fractional entitlements, record dates, legal, regulatory or
practical problems in, or laws of, any territory or other matter, arising
under the laws of, or the requirements of any recognised regulatory body or
any stock exchange in, any territory or any other matter.
This power shall expire 18 months from the date that this resolution is passed
or, if earlier, the conclusion of the next Annual General Meeting of the
Company, save that the Company may, before such expiry, make an offer or
agreement which would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in pursuance of any
such offer or agreement as if this power had not expired.
9. Authority to purchase own shares
That, subject to and in accordance with the Company's Articles of Association,
the Company be generally and unconditionally authorised, pursuant to and in
accordance with section 701 of the Act, to make one or more market purchases
(within the meaning of Section 693(4) of the Act) of Ordinary shares of 10p
(or 1 penny following the reduction in nominal value proposed by resolution
number 11) each in the capital of the Company ("Ordinary shares") on such
terms as the Directors think fit, and where such shares are held as treasury
shares, the Company may use them for the purposes set out in section 727 of
the Act, provided that:
(a) the maximum aggregate number of shares authorised to be purchased is 14.99
per cent. of the issued Ordinary shares as at the passing of this resolution;
(b) the minimum price, exclusive of any expenses, which may be paid for an
Ordinary share is 10p (or
1 penny following the reduction in nominal value proposed by resolution number
11);
(c) the maximum price, exclusive of any expenses that may be paid for each
Ordinary share is an amount equal to the higher of: (a) 105 per cent. of the
average of the middle market quotations as derived from the London Stock
Exchange Daily Official List, for a share over the five business days
immediately preceding the day on which the Ordinary share is purchased; and
(b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation
Regulation 2003;
(d) the authority hereby conferred shall, unless previously revoked or varied,
expire at the conclusion of the next Annual General Meeting of the Company or
18 months from the date of the passing of this resolution, whichever is
earlier; and
(e) the Company may make a contract or contracts to purchase 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 Ordinary shares in pursuance of any such contract or contracts.
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations
2003, shares purchased by the Company out of distributable profits can be held
as treasury shares, which may then be cancelled or sold for cash. The
authority sought by this special resolution is intended to apply equally to
shares to be held by the Company as treasury shares in accordance with the
Regulations.
10. Authority to sell treasury shares
That the Directors be empowered to sell treasury shares at the higher of the
prevailing current share price and the price at which they were bought in.
11. Reduction of share capital and cancellation of capital redemption and
share premium reserves
That:
(a) the share capital of the Company be reduced by cancelling and
extinguishing 9 pence of the amount paid up or credited as paid up on each of
the Ordinary shares of 10 pence each in the capital of the Company which are
in issue at 6 pm on the day before the date of the final hearing of the
Company's application to reduce its share capital and cancel its capital
redemption and share premium reserves (the "Final Hearing");
(b) the amount standing to the credit of capital redemption and share premium
reserves of the Company at 6 pm on the day before the date of the Final
Hearing be and is hereby cancelled.
For further information please contact:
Albion Capital Group LLP
Tel: 020 601 1850
8 November 2017
LEI No 213800SYIQPA3L3T1Q68
This announcement is distributed by Nasdaq Corporate Solutions on behalf of
Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: Crown Place VCT PLC via Globenewswire