REG-Albion Technology & General VCT PLC - Ordinary Shares : AGM Statement <Origin Href="QuoteRef">AATG.L</Origin>

Albion Technology & General VCTAnnouncement

07/06/2017 13:45

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At an Annual General Meeting of Albion Technology & General VCT PLC, duly
convened and held at the City of London Club, 19 Old Broad Street, London on 7
June 2017 the following resolutions were passed:

Ordinary resolutions numbers 1 to 8 were passed.

The following items of Special Business were passed of which resolution 9 to
12 were passed as ordinary resolutions and 13 to 16 were passed as special
resolutions.

Special Business

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

10. Amendment of Article 135
That existing Article 135 in the Articles of Association of the Company be
deleted and the following new Article 135 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."

11. Change of 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 HIM Revenue and
Customs. The maximum amount invested in any one company is limited to any
HIMRC annual investment limits and, generally, no more than 15 per cent. of
the Company's assets, at cost, are invested in a single company. 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 high
credit ratings 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 7.5 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 VCT
qualifying industry sectors using a mixture of securities. The maximum the
Company will invest in a single company is 15 per cent. of the Company's
assets 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.

12. 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 £212,324 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.

13. Authority for the disapplication of pre-emptive 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 12 as if section
561(1) of the Act did not apply to any such allotment, provided that this
power shall be limited to the allotment of equity securities:
1. in connection with an offer of such securities by way of rights issue; 
2. in connection with any Dividend Reinvestment Scheme introduced and operated
by the Company; 
3. in connection with the Albion VCTs Prospectus Top Up Offers 2016/2017 and
similar Offers; and 
4. otherwise than pursuant to paragraphs (a) to (c) above, up to an aggregate
nominal amount of £212,324 for Ordinary shares.
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, 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.

"Rights issue" means an offer of equity securities to holders of shares in the
capital of the Company on the register on a record date fixed by the Directors
in proportion as nearly as may be to the respective numbers of Ordinary shares
held by them, but subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient to deal with any treasury shares,
fractional entitlements or legal or practical issues 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 applies in relation to a sale of treasury shares as if all
references in this resolution to an allotment included any such sale and in
the first paragraph of the resolution the words "pursuant to the authority
conferred by resolution number 12 were omitted in relation to such a sale.

14. 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:
1. 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; 
2. the minimum price which may be paid for a share shall be 1 penny (exclusive
of expenses); 
3. 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 
4. 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.

15. 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 bought in at.

16. Cancellation of share capital premium
That £32,620,666 of the amount standing to the credit of the Company's share
premium account (representing the amount standing to the credit of the share
premium account as at 5 April 2014) be cancelled and reclassified as other
distributable reserves.

7 June 2017

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

LEI Code 213800TKJUY376H3KN16
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Source: Albion Technology & General VCT PLC - Ordinary Shares via
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