REG-AGM Statement <Origin Href="QuoteRef">AAEV.L</Origin>

Albion Enterprise VCTAnnouncement

22/08/2017 18:35

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At an Annual General Meeting of Albion Enterprise VCT PLC, duly convened and
held at the City of London Club, 19 Old Broad Street, London on 22 August 2017
the following resolutions were passed:

Ordinary resolutions numbers 1 to 9 were passed. The following items of
Special Business were passed of which resolutions 10 and 12 and 13 were passed
as ordinary resolutions and 11 and 14 to 16 were passed as special
resolutions.

Special Business 
10.    Continuation as a venture capital trust       
To continue as a venture capital trust until the Annual General Meeting of the
Company in 2027.

11.    Amendment of Article 136     
That existing Article 136 in the Articles of Association of the Company be
deleted and the following new Article 136 be inserted "At the Annual General
Meeting of the Company in 2027 and, if the Company has not been wound-up or
unitised or re-organised at each tenth Annual General Meeting of the Company
thereafter, the Directors shall procure that an ordinary resolution will be
proposed to the effect that the Company shall continue in being as a venture
capital trust."

12.    Change in investment policy          
That the Company's investment policy be clarified and amended by the insertion
of the following paragraphs:

VCT qualifying investments         
In addition to the above, the investment policy is designed to ensure that the
Company continues to qualify and is approved as a VCT by HM Revenue and
Customs. It is intended that at least 80 per cent. of the Company's funds will
be invested in VCT qualifying investments.

Non-VCT qualifying investments         
Funds held prior to investing in VCT qualifying assets or for liquidity
purposes will be held as cash on deposit, invested in floating rate notes or
similar instruments with banks or other financial institutions with credit
ratings, assigned by international credit agencies, of A or better (on
acquisition) or invested in liquid open-ended equity funds providing income
and capital equity exposure (where it is considered economic to do so).

Investment in such open-ended equity funds will not exceed 10 per cent. of the
Company's assets at the time of investment.

Risk diversification and maximum exposures         
Risk is spread by investing in a number of different businesses within venture
capital trust qualifying industry sectors using a mixture of securities. The
tests set out above drive a spread of investment risk through disallowing
holdings of more than 15 per cent. in one portfolio company and accordingly
the maximum amount which the Company will invest in a single company is 15
per  cent. of the  Company's investments at cost. The value of an individual
investment is expected to increase over time as a result of trading progress
and a continuous assessment is made of investments' suitability for sale. It
is possible that individual holdings may grow in value to a point where they
represent a significantly higher proportion of total assets prior to a
realisation opportunity being available.

Gearing         
Albion Enterprise VCT's maximum exposure in relation to gearing is restricted
to 10 per cent. of the adjusted share capital and reserves. The Directors do
not currently have any intention to utilise long term gearing.

13.    Authority to allot shares         
That the Directors be generally and unconditionally authorised in accordance
with section 551 of the Companies Act 2006 (the "Act") to allot Ordinary
shares of nominal value 1 penny per share in the Company up to an aggregate
nominal amount of £116,517 (which comprises approximately 20 per cent. of the
Company's Ordinary shares) provided that this authority 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, 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.

14. 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 13 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.

15. Authority to purchase own shares         
That, the Company be generally and unconditionally authorised to make market
purchases (within the meaning of section 693(4) of the Act) of Ordinary shares
of 1 penny 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 hereby authorised to
be purchased is 14.99 per cent. of the issued Ordinary share capital of the
Company as at the date of the passing of this resolution;
(b)        the minimum price which may be paid for a share shall be 1
penny (exclusive of expenses);
(c)        the maximum price (exclusive of expenses) which may be paid
for a share shall be an amount being not more than the higher of (i) 105 per
cent. of the average of the middle market quotations (as derived from the
Daily Official List of the London Stock Exchange) for the shares for the five
business days immediately preceding the date of purchase and (ii) the higher
of the price of the last independent trade and the highest current independent
bid relating to a share on the trading venue where the purchase is carried
out; and
(d)        unless previously varied, revoked or renewed, the authority
hereby conferred shall expire 18 months from the date that this resolution is
passed or, if earlier, at the conclusion of the Annual General Meeting of the
Company to be held after the passing of this resolution, save that the Company
may, at any time prior to such expiry, enter into a contract or contracts to
purchase shares under such authority which would or might be completed or
executed wholly or partly after the expiration of such authority and may make
a purchase of shares pursuant to any such contract or contracts as if the
authority conferred hereby had not expired.

Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations
2003 (the "Regulations"), Ordinary 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.

16. 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 at.

For further information please contact:
Albion Capital Group LLP
Company Secretary 
Tel: 020 601 1850

LEI Code         213800OVSRDHRJBMO720
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The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: Albion Enterprise VCT PLC via Globenewswire