REG - British Smaller Co's - Result of AGM

British Smaller Companies VCTAnnouncement

14/09/2023 10:30

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RNS Number : 4679M  British Smaller Companies VCT PLC  14 September 2023

BRITISH SMALLER COMPANIES VCT PLC

RESULT OF ANNUAL GENERAL MEETING

 

British Smaller Companies VCT plc (the "Company") announces that at the Annual
General Meeting of the Company held on 14 September 2023 the following
resolutions proposed at the meeting ("Resolutions") were duly passed on a show
of hands.

 

In accordance with the Company's obligations under Listing Rule 9.6.2, copies
of the Resolutions passed at the Annual General Meeting have been submitted to
the National Storage Mechanism and will shortly be available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Ordinary resolutions

 

(1)           That the annual report and accounts for the year ended
31 March 2023 be received.

 

(2)         That the Directors' Remuneration Report for the year ended 31
March 2023 be approved other than the part of such report containing the
Directors' Remuneration Policy.

 

(3)        That the Director's Remuneration Policy contained in the
Director's Remuneration Report for the year ended 31 March 2023 be approved.

 

(4)          That Mr R Cook be re-elected as a director.

 

(5)          That Mr A C N Bastin be re-elected as a director.

 

(6)          That Mr J H Cartwright be re-elected as a director.

 

(7)          That Ms P Sapre be elected as a director.

 

(8)        That BDO LLP be re-appointed as auditor to the Company to hold
office until the conclusion of the next general meeting at which accounts are
laid before the Company and that the directors be authorised to fix their
remuneration.

 

(9)         That the directors be and are hereby generally and
unconditionally authorised in accordance with Section 551 of the Companies Act
2006 (the "Act") to exercise all 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 amount of £8,000,000
(representing approximately 33.2% of the Ordinary share capital in issue as at
the date of this notice), during the period commencing on the passing of this
Resolution and expiring on the later of 15 months from the passing of this
Resolution or the next Annual General Meeting of the Company (unless
previously revoked, varied or extended by the Company in general meeting),
save that this authority shall allow the Company to make before the expiry of
this authority offers or agreements which would or might require shares in the
Company to be allotted, or rights to subscribe for or to convert any security
into shares to be granted, after such expiry and that all previous authorities
given to the directors be and they are hereby revoked, provided that such
revocation shall not have retrospective effect.

 

(10)     That, in addition to existing authorities, the directors of the
Company be and hereby are generally and unconditionally authorised in
accordance with Section 551 of the Act to exercise all the powers of the
Company to allot shares in the Company up to a maximum nominal amount of
£1,500,000 in connection with the Company's dividend reinvestment scheme
(representing approximately 6.2% of the Ordinary share capital in issue as at
the date of this Notice) provided that the authority conferred by this
Resolution shall expire on the later of 15 months from the passing of this
Resolution or the next Annual General Meeting of the Company (unless
previously revoked, varied or extended by the Company in general meeting) save
that this authority shall allow the Company to make, before the expiry of this
authority, any offers or agreements which would or might require Shares to be
allotted or rights to be granted after such expiry and the directors may allot
Shares in pursuance of any such offer or agreement notwithstanding the expiry
of such authority.

 

Special Resolutions

 

(11)       That the directors be and are hereby empowered in accordance
with Section 570(1) of the Act during the period commencing on the passing of
this Resolution and expiring at the conclusion of the Company's next Annual
General Meeting, or on the expiry of 15 months following the passing of this
Resolution, whichever is the later, (unless previously revoked, varied or
extended by the Company in general meeting), to allot equity securities (as
defined in Section 560 of the Act) for cash pursuant to the general authority
conferred upon the directors in Resolution 9 above as if Section 561 of the
Act did not apply to any such allotment provided that this power is limited to
the allotment of equity securities in connection with the allotment for cash
of equity securities up to an aggregate nominal amount of £8,000,000, but so
that this authority shall allow the Company to make offers or agreements
before the expiry and the directors may allot securities in pursuance of such
offers or agreements as if the powers conferred hereby had not so expired.
This power applies in relation to a sale of shares which is an allotment of
equity securities by virtue of Section 560(3) of the Act as if in the first
sentence of this Resolution the words "pursuant to the general authority
conferred upon the directors in Resolution 9 above" were omitted.

 

(12)     That conditional upon the passing of Resolution 10 above and in
addition to existing authorities, the directors of the Company be and hereby
are empowered pursuant to Section 571 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 granted by Resolution 10 above, as if Section 561 of the Act did not
apply to any such allotment and so that:

              (a) reference to allotment of equity securities in
this Resolution shall be construed in accordance with Section 560(2) of the
Act; and

              (b) the power conferred by this Resolution shall
enable the Company to make any offer or agreement before the expiry of the
said power which would or might require equity securities to be allotted after
the expiry of the said power and the Directors may allot equity securities in
pursuance of any such offer or agreement notwithstanding the expiry of such
power.

 

          The power provided by this Resolution shall expire on the later
of 15 months from the passing of this Resolution or the next Annual General
Meeting of the Company (unless previously revoked, varied or extended by the
Company in general meeting).

 

(13)       That in substitution for any existing authority but without
prejudice to the exercise of any such power prior to the date hereof, the
Company be generally and unconditionally authorised to make one or more market
purchases (within the meaning of Section 693(4) of the Act of ordinary shares
of 10 pence in the capital of the Company provided that:

 

a.    The maximum aggregate number of ordinary shares that may be purchased
is 36,161,754 being 14.99 per cent of the issued ordinary shares (excluding
treasury shares) as at 16 June 2023;

 

b.    The maximum price (excluding expenses) which may be paid for an
ordinary share is an amount equal to the maximum amount permitted to be paid
in accordance with rules of the UK Listing Authority in force as at the date
of purchase;

 

c.     The minimum price (excluding expenses) which may be paid for an
ordinary share is its nominal value;

 

d.  This authority shall take effect from 14 September 2023 and shall expire
at the conclusion of the Company's Annual General Meeting in 2026 or on 14
September 2026, whichever is the later; and

 

e.    The Company may make a contract or contracts to purchase ordinary
shares under this authority before the expiry of the authority, which will or
may be executed wholly or partly after the expiry of the authority, and may
make a purchase of ordinary shares in pursuance of any such contract or
contracts.

 

Proxy votes received were:

                                                                                           %      % Against            Shares Withheld

 Resolution                                                                                For
 Ordinary Resolutions
 1.           To receive the annual report and accounts                                    99.66  0.34                 20,530

 2.           To approve the Directors' Remuneration Report                                93.65          6.35         244,008
 3.           To approve the Directors' Remuneration Policy                                93.12  6.88                 227,144
 4.           To re-elect Mr R Cook as a director                                          97.70  2.30                 99,670

 5.           To re-elect Mr A C N Bastin as a director                                    97.20  2.80                       111,430

 6.           To re-elect Mr J H Cartwright as a director                                  97.22  2.78                       125,015

 7.           To elect Ms P Sapre as a director                                            97.15  2.85                  143,239

 8.           To re-appoint BDO LLP as auditor                                             96.69  3.31                 92,168

 9.           To authorise the directors to allot shares                                   99.32  0.68                 32,941

 10.          To authorise the directors to allot shares in connection with the Company's  99.61         0.39          38,162
              dividend reinvestment scheme

 

                                                                                   %      %         Shares Withheld

                                                                                   For    Against
 Special Resolutions
 11.         To waive pre-emption rights in respect of the allotment of shares     94.46  5.54      143,512

 12.         To waive pre-emption rights in respect of the allotment of shares in  97.51  2.49      166,097
             connection with the Company's dividend reinvestment scheme

 13.         To authorise the Company to make market purchases of its own shares   90.64  9.36      14,926

 

14 September 2023

 

For further information, please contact:

David Hall                             YFM Private
Equity Limited                          Tel: 0113 244
1000

Alex Collins                           Panmure Gordon
(UK) Limited                    Tel: 0207 886 2767

 

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