Result of AGM
29/09/2022 09:30
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RNS Number : 1561B Pembroke VCT PLC 29 September 2022
Pembroke VCT plc (the "Company")
Results of Annual General Meeting
At the Annual General Meeting of the Company held on Thursday 29 September
2022 at 9.00am, 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 2022.
2. To receive and approve the Directors' Remuneration Report for the year
ended 31 March 2022.
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 re-elect Jonathan Djanogly as a Director of the Company.
6. To re-elect Laurence Blackall as a Director of the Company.
7. To re-elect David Till as a Director of the Company.
8. 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 8 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:
a. B Ordinary Shares up to an aggregate nominal amount representing 10% of
the issued B Ordinary Share capital from time to time (approximately
16,620,211 B Ordinary Shares at the date of this notice).
9. 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
10. 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 8 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
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 be
agreements before the expiry of the said power which
would or might require equity
securities to 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.
12. That, subject to the approval of the High Court of Justice, the amount
standing to the credit of the share premium account of the Company, at the
date the court order is made confirming such cancellation, be and is hereby
cancelled.
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 2022
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 99.96 0.04 3,013
2. Directors' Remuneration Report 99.09 0.91 37,336
3. Re-appoint BDO LLP as auditor 98.99 1.01 14,446
4. Auditor remuneration 100.00 0.00 25,742
5. Re-elect Jonathan Djanogly 98.62 1.38 445,318
6. Re-elect Laurence Blackall 99.01 0.99 445,318
7. Re-elect David Till 99.76 0.24 439,812
8. Allot shares re DIS 99.40 0.60 494,614
9. Allot shares re offer and generally 99.84 0.16 503,883
10. Authority to disapply pre-emption rights re DIS allotments 94.77 5.23 104,238
11. Authority to disapply pre-emption rights re offer and general allotments 95.16 4.84 104,238
12. Cancellation of share premium account 100.00 0.00 119,269
13. Share buyback authority 99.91 0.09 42,254
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
+44 20 3755 5561
Seven Hills PR
Gary O'Sullivan
0781 790 3406
gary.osullivan@wearesevenhills.com (mailto:gary.osullivan@wearesevenhills.com)
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