REG - Blackfinch SpringVCT - Result of General Meeting

Blackfinch Spring VCTAnnouncement

11/10/2023 13:30

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RNS Number : 8198P  Blackfinch Spring VCT PLC  11 October 2023

Blackfinch Spring VCT plc (the "Company")

 

Results of a General Meeting

 

At a General Meeting of the Company held on Tuesday 10 October 2023 at
11.00am, the following resolutions were duly passed.

 

Ordinary Resolutions

1.

That, the Directors be and hereby are generally and unconditionally authorised in accordance with Section 551 of the CA 2006 to exercise all of the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal value of £435,000 in connection with the Offer and other offers for subscription, representing approximately 158% of the issued share capital of the Company as at 6 September 2023, being the latest practical date prior to publication of this document, provided that the authority conferred by this Resolution 1 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 1, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).

2.               That, the payment by the Company to Blackfinch
Investments Limited of the Investment Manager Promoter Fees, such payment
being pursuant to the 2023 Offer Agreement, details of which are set out on
pages 8 and 9 of the circular issued to the Company's shareholders dated 7
September 2023 (the "Circular"), be approved.

Special Resolutions

3.               That, the Directors be and hereby are empowered
pursuant to Section 570(1) of CA 2006 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 CA 2006) for cash pursuant to the authority given in
accordance with Section 551 of CA 2006 by Resolution 1 above as if Section
561(1) of CA 2006 did not apply to such allotments, provided that the power
provided by this Resolution 3 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 3, whichever is the later (unless previously
renewed, varied or revoked by the Company in general meeting).

4.               That, the Company be and is hereby authorised
to make one or more market purchases (within the meaning of section 693(4) of
the CA 2006) of Ordinary Shares provided that:

4.1             the maximum aggregate number of Ordinary Shares
authorised to be purchased is an amount equal to 14.99% of the issued Ordinary
Shares immediately following the closing of the Offer;

4.2             the minimum price which may be paid for an
Ordinary Share is their nominal value;

4.3             the maximum price which may be paid for an
Ordinary 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);

4.4             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 4 or on the expiry of
fifteen months from the passing of this Resolution 4, whichever is the later,
save that the Company may, prior to such expiry, enter into a contract to
purchase Ordinary Shares which will or may be completed or executed wholly or
partly after such expiry.

5.               That, subject to approval by the High Court of
Justice, the amount standing to the credit of the share premium account of the
Company at the date an order is made confirming such cancellation by the Court
be and hereby is cancelled.

 

 

 

     Resolution                                   For & Discretionary      Against        Withheld
 1.  To authorise the Directors to allot shares   322,211- 100%            0 - 0%         0
 2.  To approve the payment of the promoter fees  322,211 - 100%           0 - 0%         0
 3.  To disapply pre-emption rights               319,023 - 99.01%         3,188 - 0.99%  0
 4.  To authorise the Company to buy back shares  322,211 - 100%           0 - 0%         0
 5.  To cancel the share premium account          322,211 - 100%           0 - 0%         0

 

 

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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