REG - British Smaller Co's - Result of AGM

British Smaller Companies VCTAnnouncement

09/09/2025 13:00

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RNS Number : 6364Y  British Smaller Companies VCT PLC  09 September 2025

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 9 September 2025 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 2025 be received.

 

(2)              That the Directors' Remuneration Report for the
year ended 31 March 2025 be approved other than the part of such report
containing the Directors' Remuneration Policy.

 

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

 

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

 

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

 

(6)              That Ms P Sapre be re-elected as a director.

 

(7)              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 the auditor's remuneration.

 

(8)              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 amount of 90,000,000
(representing approximately 25.3 per cent 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 conclusion of the next Annual General
Meeting of the Company (unless previously revoked, varied or extended by the
Company in general meeting), but so 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 the directors may allot shares in the Company in pursuance of any
such offer or agreement notwithstanding the expiry of such authority, and that
all previous authorities given to the directors be and they are hereby
revoked, provided that such revocation shall not have retrospective effect.

 

(9)              That, 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 shares in the Company up to an aggregate amount of 20,000,000
in connection with the Company's Dividend Re-investment Scheme (representing
approximately 5.6 per cent 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 conclusion of the next Annual General Meeting of the Company
(unless previously revoked, varied or extended by the Company in general
meeting) but so 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 in the Company to be allotted after such expiry and the
directors may allot shares in the Company in pursuance of any such offer or
agreement notwithstanding the expiry of such authority.

 

Special Resolutions

 

(10)            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 8 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 amount of
90,000,000, 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 8 above" were omitted.

 

(11)            That conditional upon the passing of Resolution 9
above and in addition to existing authorities, the directors be and are hereby
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 9 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 on the conclusion of the Company's next
Annual General Meeting (unless previously revoked, varied or extended by the
Company in general meeting).

 

(12)            That, subject to the sanction of the High Court,
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, and the amount by which the share capital is so reduced
be credited to a reserve of the Company.

 

(13)            That, subject to the sanction of the High Court,
the issued share capital of the Company be reduced by cancelling and
extinguishing capital to the extent of 9.99 pence on each fully paid up
ordinary share of 10 pence each in the capital of the Company in issue at the
date an order is made confirming such reduction by the Court ("Share") and
reducing the nominal value of each issued fully paid up Share from 10 pence
per Share to 0.01 pence per Share, and the amount by which the share capital
is so reduced be credited to a reserve of the Company and, conditional upon
the said reduction taking place, the definition of "ordinary shares" in the
Company's articles of association be amended to refer to ordinary shares of
"0.01p" instead of "10p".

 

(14)            That the Company's articles of association be
amended to increase the limit on the aggregate remuneration of the
non-executive directors from £150,000 to £175,000 by replacing the figure of
£150,000 appearing in Article 124 with £175,000.

 

Proxy votes received were:

                                                                                   %      % Against  Shares Withheld

                                                                                   For
 Ordinary Resolutions
 1.           To receive the annual report and accounts                            99.68  0.32       2,407,792
 2.           To approve the Directors' Remuneration Report                        92.26  7.74       2,694,119
 3.           To re-elect Mr R Cook as a director                                  96.76  3.24       2,645,267
 4.           To re-elect Mr A C N Bastin as a director                            97.33  2.67       2,675,181
 5.           To re-elect Mr J H Cartwright as a director                          97.18  2.82       2,648,267
 6.           To re-elect Ms P Sapre as a director                                 95.95  4.05       2,645,267
 7.           To re-appoint BDO LLP as auditor                                     96.79  3.21       2,889,298
 8.           To authorise the directors to allot shares                           96.61  3.39       2,413,815
 9.           To authorise the directors to allot shares under the Company's DRIS  99.08  0.92       2,407,792

 

 Special Resolutions                                                                      %      % Against  Shares Withheld

                                                                                          For
 10.         To waive pre-emption rights in respect of the allotment of shares            92.00  8.00       2,620,490
 11.         To waive pre-emption rights in respect of the allotment of shares under the  98.41  1.59       2,557,095
             Company's DRIS
 12.         To approve the cancellation of the Company's share premium account           97.58  2.42       2,601,096
 13.         To approve the reduction in the nominal value of the Company's issued share  97.30  2.70       2,695,890
             capital
 14.         To approve the amendment to the Company's Articles of Association            96.38  3.62       2,709,465

 

9 September 2025

 

For further information, please contact:

Marcus Karia                          YFM Private
Equity Limited
Tel: 0113 244 1000

Alex Collins                             Panmure
Liberum
Tel: 0207 886 2767

 

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