REG-OBERON AIM VCT PLC Notice of AGM

Oberon AIM VCTAnnouncement

30/05/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250530:nBw5C4hWra&default-theme=true


Notice of AGM

 

Dear Shareholder,

It is with great pleasure that I invite you to the eighteenth Annual General
Meeting (AGM) of Oberon AIM VCT PLC, which will be held at 6 Duke Street, St
James’s, London, SW1Y 6BN on Monday 30 June 2025 at 12.00 p.m.

This is the second year that the meeting will take place in the offices of
Oberon Investments Limited ("Oberon"), your fund manager, and if you look at
the resolutions to be voted on below, you will see that we are anticipating
the forthcoming year to be one of continuing change, with the main objective
being to grow the Company to a sustainable size and reduce running costs on a
per share basis. To this end, your Company currently has an ongoing offer to
invest in new shares, pursuant to the terms contained in both the prospectus
and supplementary prospectus recently issued by the Company (both of which can
be viewed on the Company’s website oberonaimvct.co.uk). The offer of new
shares in the Company is part of the strategic re-launch of the fund, with an
enlarged investment team. Led by Fund Manager Simon Like, an expert in VCT
investments, the team also includes Paul Sheehan, Senior Investment Manager
and former portfolio manager at Jupiter Asset Management, and Richard Penny,
Senior Fund Director, and former Legal & General Fund Manager, who is a
multi-award-winning investor with a 20 year track record of delivering 472.5%
returns in UK small and mid-cap equities.

New shares purchased in the Company via this offer will attract 30% income tax
relief (subject to status) for up to £200,000 invested in the current tax
year.

Investors, seeing that the interest rate cycle has now started to decline,
will be mindful, looking ahead, of falling returns from their fixed rate
investments. Venture Capital Trusts pay all dividends tax-free. The Oberon AIM
Venture Capital Trust will target tax-free dividends equivalent to a 5% yield,
subject to having sufficient distributable reserves to do so. The Oberon AIM
VCT provides immediate exposure to a diversified portfolio of over 40 small
and medium-sized companies listed primarily on the Alternative Investment
Market (AIM) at what would appear to be a low point in the valuation cycle.
The fund's objective is to achieve long-term capital growth (coupled with an
attractive dividend) and whilst the AIM market has experienced significant
under performance in recent years, there is the potential to benefit from a
market recovery as and when it occurs.

The business to be considered at the AGM is detailed in this document along
with explanatory notes for each of the resolutions in this notice.

I would urge all shareholders who are able to do so to attend the AGM, details
of which are enclosed, as at the meeting, questions will be welcomed and
answered to the best of the Board's ability. Would shareholders who wish to
attend the AGM please contact the Company Secretary by email in advance at
johnbeaumont@oberoninvestments.com (mailto:johnbeaumont@oberoninvestments.com)
so we can make proper arrangements.

Shareholders are urged to register their proxy votes either via email (to
info@nevilleregistrars.co.uk (mailto:info@nevilleregistrars.co.uk) ) or by
returning the Proxy Form by post. Please return your form as soon as possible
and in any event prior to 12.00 p.m. on Thursday 26 June 2025. If you hold
your shares through a nominee service, please contact the nominee service
provider regarding the process for appointing a proxy.

The Board appreciates that beyond voting on the formal business of the
meeting, the AGM also serves as a forum for shareholders to raise questions
and comments to the Board. Should shareholders wish to ask the Board any
questions prior to the AGM, we request that they do so by email to:
johnbeaumont@oberoninvestments.com (mailto:johnbeaumont@oberoninvestments.com)
.

The voting results of all resolutions put before the AGM will be announced as
soon as possible following the AGM.

I would urge shareholders to vote in favour of all resolutions which are, in
the Board's opinion, in the best interest of Shareholders as a whole, and I
thank you for your continued support.

Yours sincerely

Geoff Gamble

Chairman

29 May 2025

Notice of Annual General Meeting

Notice is hereby given that the eighteenth Annual General Meeting (AGM) of
Oberon AIM VCT PLC will be held at Oberon, 6 Duke Street, St James’s, London
SW1Y 6BN on Monday 30 June 2025 at 12.00 p.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the financial statements for the year ended 31
December 2024 and the directors’ and auditors’ reports thereon.

2. To declare a final dividend of 1.3 pence per share, such dividend to be
payable to shareholders appearing on the company’s share register on Friday
11 July 2025 and for the final dividend to be paid to shareholders on
Wednesday 30 July 2025.

3. To approve the Directors’ Remuneration Report.

4. To appoint the auditors, Royce Peeling Green Limited, and to authorise
directors to agree their remuneration.

5. To re-appoint Christopher Andrew as a director, who is retiring having been
appointed by the board since the last annual general meeting, and who being
eligible offers himself for election.

SPECIAL BUSINESS

To consider and if thought fit, pass Resolution 6 as an Ordinary Resolution
and Resolutions 7 and 8 as Special Resolutions.

Resolutions 6, 7 and 8 seek renewal of the empowerment of the Company to make
allotments and purchases of equity securities, as such permissions lapse at
the conclusion of this Annual General Meeting.

Such permissions, passed at the Annual General Meeting, would allow the
directors to make offers for cash for up to 30,000,000 shares (having an
aggregate nominal value of £3,000,000), if it is deemed that this is in the
best interests of the Company and its Shareholders, without the need to hold a
further General Meeting.

6. AUTHORITY TO ALLOT RELEVANT SECURITIES

THAT the directors be generally and unconditionally authorised in accordance
with Section 551 of the Companies Act 2006 (‘the Act’) to allot up to
30,000,000 shares (having an aggregate nominal value of £3,000,000), this
authority to expire at the later of the conclusion of the company’s annual
general meeting next following the passing of this resolution and the expiry
of 15 months from the passing of the relevant resolution (unless previously
revoked, varied or extended by the company in general meeting but so that such
authority allows the company to make Offers or agreements before the expiry
thereof which would or might require relevant securities to be allotted after
the expiry of such authority).

7. EMPOWERMENT TO MAKE ALLOTMENTS OF EQUITY SECURITIES

To empower the directors pursuant to Section 571(1) of the Act to allot or
make offers or agreements to allot equity securities (as defined in Section
560(1) of the Act) for cash pursuant to the authority referred to in
resolution 6 as if Section 561(1) of the Act did not apply to any such
allotments and so that:


 1. reference to allotment in this Resolution shall be construed in accordance
with Section 560 (1) of the said Act; and

 2. 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 such offer or
agreement notwithstanding the expiry of such power;

and this power, unless previously varied, revoked or renewed, shall come to an
end at the conclusion of the annual general meeting of the company next
following the passing of this Resolution or, if earlier, on the expiry of 15
months from the passing of this resolution.

8. AUTHORITY TO MAKE MARKET PURCHASES

THAT the company be and is hereby generally and unconditionally authorised to
make market purchases (within the meaning of Section 693(4) of the Act) of
ordinary shares of 10p each in the company (“ordinary shares”) provided
that:


 1. the maximum number of ordinary shares so authorised to be purchased shall not
exceed 14.99% of the present issued Ordinary share capital of the company.

 2. the minimum price which may be paid for an ordinary share shall be 10p.

 3. the maximum price, exclusive of expenses, which may be paid for an ordinary
share is an amount equal to 95 per cent of the last published Net Asset Value
per share of the company; the authority conferred comes to an end at the
conclusion of the next annual general meeting of the company or upon the
expiry of 15 months from the passing of this resolution, whichever is later;
and

 4. the company may enter into a contract to purchase its ordinary shares under
this authority prior to the expiry of this authority which would or might be
completed wholly or partly after the expiry of this authority.

By Order of the Board

Registered Office:

6 Duke Street

St James’s

London SW1Y 6BN

By Order of the Board

John Beaumont

Company Secretary

29 May 2025

Notes to the Notice of the Annual General Meeting

1. A member entitled to attend and vote at the annual general meeting may
appoint one or more proxies to attend and vote in his/her stead. A proxy need
not be a member.

2. To be entitled to attend and vote at the meeting (and for the purposes of
the determination by the Company of the votes they may cast), members must be
registered in the Register of Members of the Company at 6.00 p.m. on 26 June
2025 (or, in the event of any adjournment, 48 hours before the time of the
adjourned meeting). Changes to the Register of Members of the Company after
the relevant deadline shall be disregarded in determining the rights of any
person to attend and vote at the meeting.

3. Ordinary Shares carry equal voting rights and a member present in person or
by proxy shall have one vote on a show of hands and on a poll shall have one
vote for every share of which he/she is the holder. As at the date of this
notice, the Company’s issued share capital is 6,395,326 Ordinary Shares each
carrying one vote each. Total voting rights therefore amounted to 6,395,326
votes.

4. A form of proxy is enclosed which, to be effective, must be completed and
delivered to the registrars of the company, Neville Registrars Limited,
Neville House, Steelpark Road, Halesowen B62 8HD so as to be received by no
later than 48 hours (excluding weekends and bank holidays) before the time the
annual general meeting is scheduled to begin. The completion and return of the
form of proxy will not affect the right of a member to attend and vote at the
annual general meeting.

5. CREST members who wish to appoint a proxy or proxies by utilising the CREST
electronic proxy appointment service may do so for the AGM to be held on the
above date and any adjournment(s) thereof by using the procedures described in
the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and
those CREST Members who have appointed a voting service provider(s), should
refer to their CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must
be properly authenticated in accordance with Euroclear UK & International
Limited’s ("EUI") specifications and must contain the information required
for such instructions as described in the CREST Manual. The message must be
transmitted so as to be received by the Company’s agent (Neville Registrars
Limited ID 7RA11) by no later than 12.00 p.m. on Thursday 26 June 2025. For
this purpose, the time of receipt will be taken to be the time (as determined
by the time stamp applied to the message by the CREST Applications Host) from
which the Company’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST.

CREST Members and, where applicable, their CREST Sponsors or voting service
providers should note that EUI does not make available special procedures in
CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions. It is
the responsibility of the CREST Member concerned to take or, if the CREST
Member is a CREST Personal Member or Sponsored Member or has appointed a
voting service provider(s), to procure that his CREST Sponsor or voting
service provider(s) take(s) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system by any particular time. In
this connection, CREST Members and, where applicable, their CREST Sponsors or
voting service providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.

6. Section 319A of the Companies Act 2006 requires the Directors to answer any
question raised at the meeting which relates to the business of the meeting,
although no answer need be given (a) if to do so would interfere unduly with
the preparation of the meeting or involve disclosure of confidential
information; (b) if the answer has already been given on the Company’s
website; or (c) if it is undesirable in the best interests of the Company or
the good order of the meeting. You may alternatively submit your question in
advance by letter addressed to the Company Secretary at the registered office.

Proxy Form

Oberon AIM VCT plc

Annual General Meeting – Monday 30 June 2025

I/We………………………………………………………………………………………………………

(block capitals please)

of…………………………………………………………………………………………………………

being a member of Oberon AIM VCT plc, hereby appoint

or failing him/her, the Chairman of the meeting, to be my/our proxy and vote
for me/us on my/our behalf at the Annual General Meeting of the company to be
held on Monday 30 June 2025, notice of which was sent to shareholders and at
any adjournment thereof. The proxy will vote as indicated below in respect of
the resolutions set out in the notice of meeting:
 Ordinary Business                                                              For  Against  Withheld  
 
                                                                                                      
 
                                                                                                      
 1. To receive, consider and adopt the financial statements for the period to   ☐    ☐        ☐         
 31 December 2024                                                                                       
 2. To approve the final dividend of 1.3p per share                             ☐    ☐        ☐         
 3. To approve the Directors’ Remuneration Report                               ☐    ☐        ☐         
 4. To appoint Royce Peeling Green Limited as auditors of the company and to    ☐    ☐        ☐         
 authorise the directors to agree their remuneration                                                    
 
                                                                                                      
 
                                                                                                      
 5. To reappoint Christopher Andrew as a director, who is retiring having been  ☐    ☐        ☐         
 appointed by the directors since the last annual general meeting, and who                              
 being eligible offers himself for election.                                                            
                                                                                                        
 Special Business                                                                                       
                                                                                                        
 6. To authorise the directors to allot securities                              ☐    ☐        ☐         
 
(Ordinary Resolution)                                                                                 
 
                                                                                                      
 
                                                                                                      
 7. To disapply Section 561 of the Companies Act 2006 (Special Resolution)      ☐    ☐        ☐         
 
                                                                                                      
 
                                                                                                      
 8. To authorise the directors to make market purchases of its own shares by    ☐    ☐        ☐         
 utilising distributable reserves of the company                                                        
 
(Special Resolution)                                                                                  
 
                                                                                                      
 
                                                                                                      


Signed: ………………………………………… Dated:
………………………………………2025

NOTES


 1. A member wishing to appoint a person other than the Chairman of the meeting as
proxy should insert the name of such person in the space provided.

 2. Use of the proxy form does not preclude a member from attending and voting in
person.

 3. Where this form of proxy is executed by a corporation it must be either under
its seal or under the hand of an officer or attorney duly authorised.

 4. If the proxy form is signed and returned without any indication as to how the
proxy shall vote, the proxy will exercise his/her discretion as to whether and
how he/she votes.

 5. To be valid, the proxy form must be received by the Registrars no later than
48 hours (excluding weekends and bank holidays) before the commencement of the
meeting.

 



View source version on businesswire.com:
https://www.businesswire.com/news/home/20250529793201/en/
(https://www.businesswire.com/news/home/20250529793201/en/)

OBERON AIM VCT PLC


Copyright Business Wire 2025