REG - Pembroke VCT PLC - Result of AGM

Pembroke VCTAnnouncement

12/09/2024 13:30

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RNS Number : 0008E  Pembroke VCT PLC  12 September 2024

Pembroke VCT plc (the "Company")

 

Results of Annual General Meeting

 

At the Annual General Meeting of the Company held on Thursday 12 September
2024 at 10.00am, the following resolutions were duly passed.

 

Ordinary Resolutions

 

1.   To receive the Directors' and the Independent Auditor's Reports and the
Company's

      Financial Statements for the year ended 31 March 2024.

 

2.   To receive and approve the Directors' Remuneration Report for the year
ended

      31 March 2024.

 

3.   To re appoint BDO LLP as auditor of the Company to hold office until
the conclusion

      of the next annual general meeting at which accounts are laid
before the Company.

 

4.  To authorise the Directors to fix the remuneration of the auditor.

 

5.   To elect Chris Allner as a Director of the Company.

 

6.   To re-elect Mark Stokes as a Director of the Company.

 

7.   To re-elect Louise Wolfson as a Director of the Company.

 

8.   To re-elect David Till as a Director of the Company.

 

9.   That, in accordance with article 147 of the Company's articles of
association (the

      "Articles") and in addition to existing authorities, the Directors
of the Company 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 and

      issue the following B Ordinary shares of 1 pence each in the
capital of the Company

      ("B Ordinary Shares") pursuant to the terms and conditions of the
dividend investment

      scheme adopted by the Company on 3 December 2015 and in connection
with any

      dividend declared or paid in the period commencing on the date of
this resolution 9 and

      ending on the later of the date of the Company's next annual
general meeting or the date

      falling 15 months after the date of the passing of this resolution:

 

      B Ordinary Shares up to an aggregate nominal amount representing
10% of the issued

      B Ordinary Share capital from time to time (approximately
21,967,327 B Ordinary Shares

      at the date of this notice).

 

10. That, in addition to any existing authorities, in accordance with section
551 of the Act,

      the Directors be and are hereby generally and unconditionally
authorised to exercise all

      the powers of the Company to allot:

 

      a. B Ordinary Shares up to an aggregate nominal amount of
600,000 in connection

          with offer(s) for subscription; and

      b. B Ordinary Shares up to an aggregate nominal amount representing
20% of the issued

          B Ordinary Shares from time to time; and

 

      that, in connection with the use of the authority, the Directors
may pay commission(s)

      including in the form of fully or partly paid shares in accordance
with article 9 of the

      Articles and provided that this authority shall, unless renewed,
extended, varied or

      revoked by the Company, expire on the later of the date of the
Company's next annual

      general meeting or the date falling 15 months after the date of the
passing of this

      resolution save that the Company may, before such expiry, make
offers or agreements

      which would or might require B Ordinary Shares to be allotted and
the Directors may

      allot B Ordinary Shares in pursuance of such offers or agreements
notwithstanding that

      the authority conferred by this resolution has expired.

 

 

Special Resolutions

 

      11. That, in accordance with section 570(1) of the Act, the
Directors be and are hereby given

            power to allot or make offers or agreements to allot
equity securities (as defined in

            section 560 of the Act) for cash pursuant to the
authorities conferred by resolution 9

            above as if section 561 of the Act did not apply to any
such allotment, and so that:

 

            a. Reference to the allotment in this resolution shall
be construed with section 560

                of the Act; and

            b. The power conferred by this resolution shall enable
the Company to make offers

                or agreements before the expiry of 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 of such offers or
agreements notwithstanding the expiry of

                such power.

 

     12. That, in accordance with section 570(1) of the Act, the Directors
be and are hereby given

           power to allot or make offers or agreements to allot
equity securities (as defined in

           section 560 of the Act) for cash pursuant to the
authorities conferred by resolution 10

           above as if section 561 of the Act did not apply to any
such allotment, and so that:

 

           a. Reference to the allotment in this resolution shall be
construed with section 560

               of the Act, and

           b. The power conferred by this resolution shall enable
the Company to make offers or

               agreements 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 offers or
agreements notwithstanding the

               expiry of such power.

 

     13. That the Company be and is hereby generally and unconditionally
authorised within the

           meaning of section 701 of the Act to make market
purchases of B Ordinary Shares

           provided that:

 

           (i)  the maximum number of B Ordinary Shares hereby
authorised to be purchased is an

                 amount equal to 14.99% of the issued B
Ordinary Share capital of the Company from

                 time to time;

           (ii) the minimum price which may be paid for a B Ordinary
Share is 1 pence per share,

                 the nominal amount thereof;

          (iii) the maximum price which may be paid for a B Ordinary
Share is an amount equal to

                 the higher of (a) 105% of the average of the
middle market quotation per B Ordinary

                 Share taken from the London Stock Exchange
Daily Official List for the five business

                 days immediately preceding the day on which
such B Ordinary Share is to be

                 purchased and (b) the amount stipulated by
Article 5(6) of the Market Abuse

                 Regulation;

          (iv) the authority hereby conferred shall (unless
previously renewed or revoked) expire

                 on the earlier of the AGM of the Company to
be held in 2025 and the date which is

                 15 months after the date on which this
resolution is passed; and

          (v)   the Company may make a contract or contracts to
purchase its own B 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 its own

                 B Ordinary Shares in pursuance of any such
contract or contracts as if the authority

                 conferred hereby had not expired.

 

 

 

      Resolution                                                                % For & Discretionary      % Against  Shares

                                                                                                                      Withheld
 1.   Directors' and Independent Auditor's Reports and Financial Statements     99.69                      0.31       11,800
 2.   Directors' Remuneration Report                                            97.31                      2.69       29,548
 3.   Re-appoint BDO LLP as auditor                                             97.65                      2.35       24,171
 4.   Auditor remuneration                                                      98.73                      1.27       17,223
 5.   To elect Chris Allner                                                     98.63                      1.37       108,259
 6.   To re-elect Mark Stokes                                                   99.19                      0.81       63,352
 7.   To re-elect Louise Wolfson                                                99.00                      1.00       63,352
 8.   Re-elect David Till                                                       98.27                      1.73       72,003
 9.   Allot shares re DIS                                                       99.44                      0.56       11,800
 10.  Allot shares re offer and generally                                       99.13                      0.87       11,800
 11.  Authority to disapply pre-emption rights re DIS allotments                95.70                      4.30       48,273
 12.  Authority to disapply pre-emption rights re offer and general allotments  95.87                      4.13       48,273
 13.  Share buyback authority                                                   99.67                      0.33       34,194

 

 

For further information, please contact:

 

Andrew Wolfson / Chris Lewis

Pembroke Investment Managers LLP (Manager)

+44 20 7766 6900

 

Robin Smeaton

The City Partnership (UK) Limited (Company Secretary)

enquiries@city.uk.com (mailto:enquiries@city.uk.com)

 

Keith Lassman

Howard Kennedy Corporate Services LLP

keith.lassman@howardkennedy.com (mailto:keith.lassman@howardkennedy.com)

 

 

 

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