REG - Blackfinch SpringVCT - Results of a General Meeting

Blackfinch Spring VCTAnnouncement

07/10/2022 12:45

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RNS Number : 2110C  Blackfinch Spring VCT PLC  07 October 2022

Blackfinch Spring VCT plc (the "Company")

 

Results of a General Meeting

 

At a General Meeting of the Company held on Friday 7 October 2022 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 225% of
the issued share capital of the Company as at 1 September 2022, 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 2022 Offer Agreement, details of which are set out on pages 6 and 7 of
the circular issued to the Company's shareholders dated 2 September 2022 (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   130,435 - 100%           0 - 0%         3,140
 2.  To approve the payment of the promoter fees  130,435 - 100%           0 - 0%         3,140
 3.  To disapply pre-emption rights                127,247 - 97.56%        3,188 - 2.44%  3,140
 4.  To authorise the Company to buy back shares  130,435 - 100%           0 - 0%         3,140
 5.  To cancel the share premium account          130,435 - 100%           0 - 0%         3,140

 

 

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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