REG - Blackfinch SpringVCT - Result of AGM

Blackfinch Spring VCTAnnouncement

05/06/2025 18:15

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RNS Number : 6970L  Blackfinch Spring VCT PLC  05 June 2025

Blackfinch Spring VCT plc (the "Company")

Results of Annual General Meeting (the "Meeting")

 

At the Annual General Meeting of the Company held on Thursday 5 June 2025 at
11.00am, the following resolutions were duly passed.

 

Ordinary Resolutions

 

1.         To receive the Directors' Report and Financial Statements of
the Company for the financial

            year ended 31 December 2024 together with the
Independent Auditor's Report thereon.

 

2.         That the Directors' Remuneration Report for the year ended
31 December 2024 be approved other than

            the part of such report containing the Directors'
Remuneration Policy.

 

3.         To appoint BDO LLP 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 2026 at which financial

            statements are laid before the Company.

 

4.         To authorise the Company's directors ("Directors") to fix
the remuneration of the auditor.

 

5.         To re-elect Peter Hewitt as a director of the Company.

 

6.         To elect Nicholas Pillow as a director of the Company.

 

7.         That, the Directors be and hereby are generally and
unconditionally authorised in accordance with

            Section 551 of the Companies Act 2006 (the "Act") to
exercise all of the powers of the Company to allot

            ordinary shares of 1 pence each in the capital of the
Company ("Shares") or to grant rights to subscribe

            for or to convert any security into Shares up to an
aggregate nominal value of 500,000, representing

            approximately 87% of the issued share capital of the
Company as at 1 April 2025, being the latest

            practical date prior to publication of this document,
provided that the authority conferred by this

            Resolution 7 shall expire at the conclusion of the
Company's next annual general meeting or on the

            expiry of fifteen months following the passing of this
Resolution 7, whichever is the later (unless

            previously renewed, varied or revoked by the Company in
general meeting).

 

8.       That, in accordance with article 34 of the Company's articles
of association (the "Articles") and in

          addition to existing authorities, the Directors be and are
hereby generally and unconditionally authorised

          in accordance with section 551 of the Act to exercise all
the powers of the Company to allot and issue the

          following Shares pursuant to the terms and conditions of
the dividend reinvestment scheme adopted by

          the Company on 6 June 2024 and in connection with any
dividend declared or paid in the period

          commencing on the date of this Resolution 8 and ending on
the later of the date of the Company's next

          annual general meeting or the date falling 15 months after
the date of the passing of this Resolution 8

          (unless previously renewed, varied or revoked by the
Company in general meeting):

 

         • Shares up to an aggregate nominal amount representing 10%
of the issued share capital from time to time

           (approximately 6m Shares at the date of this notice).

 

Special Resolutions

 

9.      That, the Directors be and hereby are empowered pursuant to
Section 570(1) of the Act to allot or make

         offers or agreements to allot equity securities (which
expression shall have the meaning ascribed to it in

         Section 560(1) of the Act) for cash pursuant to the authority
given in accordance with Section 551 of the

         Act by Resolution 7 above as if Section 561(1) of the Act did
not apply to such allotments, provided that

         the power provided by this Resolution 9 shall expire at the
conclusion of the Company's next annual

         general meeting or on the expiry of fifteen months following
the passing of this Resolution 9, whichever is

         the later (unless previously renewed, varied or revoked by
the Company in general meeting), save that the

         Company may, prior to such expiry, make offers or agreements
which would or might require equity

         securities to be allotted after the expiry of the said power
and the Directors may allot equity securities of

         such offers or agreements notwithstanding the expiry of such
power.

 

10.      That, in accordance with section 570(1) of the Act, the
Directors be and are hereby given power to allot

           or make offers or agreements to allot equity securities
(as defined in section 560 of the Act) for cash

           pursuant to the authorities conferred by Resolution 8
above as if section 561 of the Act did not apply to

           any such allotment, and so that:

 

10.1 reference to allotment of equity securities in this Resolution 10 shall
be construed in accordance

        with section 560 of the Act; and

 

10.2 The power conferred by this Resolution 10 shall expire at the conclusion
of the Company's next

        annual general meeting or on the expiry of fifteen months
following the passing of this Resolution

        10, whichever is the later (unless previously renewed, varied
or revoked by the Company in

        general meeting) save that the Company may prior to such expiry
make offers or agreements

        which would or might require equity securities to be allotted
after the expiry of the said power and

        the Directors may allot equity securities of such offers or
agreements notwithstanding the expiry

        of such power.

 

11.      That, the Company be and is hereby authorised to make one or
more market purchases (within the

           meaning of section 693(4) of the Act) of Shares provided
that:

 

11.1 the maximum aggregate number of Shares authorised to be purchased is an
amount equal to

        14.99% of the issued Shares as at the time of this notice
(approximately 9m shares);

 

11.2 the minimum price which may be paid for a Share is their nominal value;

 

11.3 the maximum price which may be paid for a Share is an amount equal to the

        higher of (i) 105% of the average of the middle market
quotation per 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; and (ii) the amount

        stipulated by the UK version of Article 5(6) of Market Abuse
Regulation

        (596/2014/EU); and

 

11.4 unless renewed, the authority hereby conferred shall expire either at the
conclusion of

        the annual general meeting of the Company following the passing
of this Resolution 11

        or on the expiry of fifteen months from the passing of this
Resolution 11, whichever is

        the later, save that the Company may, prior to such expiry,
enter into a contract to

        purchase Shares which will or may be completed or executed
wholly or partly

        after such expiry.

 

 

 

      Resolution                                                       For & Discretionary      Against  Withheld
 1.   Directors' Report and Financial Statements and Auditor's Report  752,239                  0        0
 2.   Directors' Remuneration Report                                   708,232                  6,912    37,095
 3.   Appoint BDO LLP as auditor                                       731,689                  6,912    13,638
 4.   Auditor remuneration                                             747,339                  0        4,900
 5.   Re-elect Peter Hewitt                                            744,268                  2,253    5,718
 6.   Elect Nicholas Pillow                                            746,521                  0        5,718
 7.   Allot shares                                                     738,601                  0        13,638
 8.   Allot shares pursuant to the DRIS                                738,601                  0        13,638
 9.   Authority to disapply pre-emption rights                         634,340                  57,859   60,040
 10.  Authority to disapply pre-emption rights re DRIS                 634,340                  57,859   60,040
 11.  Share buyback authority                                          687,212                  9,887    55,140

 

 For further information please contact:

 

Blackfinch Investments Limited (Investment Manager) - 01452 717070

 

The City Partnership (UK) Limited (Company Secretary) - enquiries@city.uk.com
(mailto:enquiries@city.uk.com)  - Robin Smeaton

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