REG-BACIT Limited: Result of EGM <Origin Href="QuoteRef">BACT.L</Origin>

SynconaAnnouncement

14/12/2016 16:00

BACIT LIMITED
(a registered closed-ended collective investment scheme  incorporated as a
non-cellular company limited by shares under the laws of Guernsey with
registration number 55514)

(“the Company”)

RESULT OF EXTRAORDINARY GENERAL MEETING (“EGM”)
14 DECEMBER 2016

The Board of BACIT Limited is pleased to announce that, at the EGM held on 14
December 2016, the resolutions as set out in the Notice of Extraordinary
General Meeting dated 28 November 2016 (the Resolutions) were duly passed by
way of a poll vote.

Capitalised terms used but not defined in this Announcement shall have the
same meaning as set out in the circular to shareholders of the Company dated
28 November 2016 (the “Circular”).

The results of the poll on the resolutions proposed at the EGM are outlined
below.  A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution.   

                                                Ordinary Resolutions                                                    For        Against    Vote Withheld  
 1.           THAT the Company should discontinue its business as a closed-ended collective investment scheme and    33,619,850  241,623,720        0        
              require the Directors to formulate proposals to be put to shareholders for the reconstruction or                                               
              reorganisation of the Company.                                                                                                                 
 2.           THAT the Related Party Share Subscription (as described in the Circular), being a related party       221,216,254   22,335,537    31,691,779   
              transaction for the purposes of the Listing Rules of the UK Listing Authority (the “ Listing Rules ”),                                          
              be and is hereby approved.                                                                                                                     
 3.           THAT the expansion of the Company’s investment policy, as set out in the Circular, be and is hereby   252,781,349   22,335,537     126,684     
              approved with effect from the Implementation Date.                                                                                             
 4.           THAT the amendments of the Company’s investment management agreement with BACIT (UK) Limited, as set  241,165,633   22,335,537    11,742,400   
              out in the Circular, be and are hereby approved with effect from the Implementation Date.                                                      
 5.           THAT the terms of the long term incentive plan, as set out in the Circular, be and are hereby approved 232,525,452   37,514,718    5,203,400    
              with effect from the Implementation Date.                                                                                                      
 6.           THAT Nigel Keen be appointed as a Director with effect from the Implementation Date.                  275,237,682     5,888           0        
 7.           THAT Ellen Strahlman be appointed as a Director with effect from the Implementation Date.             275,237,682     5,888           0        
 8.           THAT approval is granted for the waiver by the Panel of any obligation which might otherwise arise,   241,410,240   33,833,330        0        
              pursuant to Rule 9 of the UK Takeover Code, for Wellcome Ventures to make a general offer to                                                   
              Shareholders as a result of its participation in the Firm Placing as described in the Circular.                                                
 9.           THAT, without prejudice to the existing authorities granted at the Company’s most recent annual       250,562,471   2,224,820     22,456,333   
              general meeting, the Directors be generally and unconditionally authorised to allot and issue up to                                            
              386,272,980 Ordinary Shares in connection with the Issue and Firm Placing (being 100 per cent. of the                                          
              Company’s shares in issue as at the latest practicable date prior to the date of publication of this                                           
              document) for the period expiring on the date falling fifteen months after the date of passing of this                                          
              Resolution 9 or the conclusion of the next annual general meeting of the Company, whichever is the                                             
              earlier, save that the Company may before such expiry make an offer or agreement which would or might                                          
              require shares to be allotted and issued after such expiry and the Directors may allot and issue                                               
              shares in pursuance of such an offer or agreement as if the authority had not expired.                                                         
                                                Special Resolutions                                                     For        Against    Vote Withheld  
 10.          THAT the Company’s name be changed to “Syncona Limited” with effect from the Implementation Date.     252,908,033     5,888       22,329,649   
 11.          THAT the following provisions of the Articles be amended as follows and with effect from the          252,911,063     2,858       22,329,649   
              Implementation Date:  a. article 49 be deleted in full;  b. the following article be inserted as new                                           
              article 49:  “ The Company shall not make any change to its investment policy without the prior                                                
              approval of a Special Resolution unless, in the reasonable opinion of the Directors, such change is                                            
              not material. ” and  c. article 6 be amended such that the following article be included as new                                                
              article 6.6.2:  “ equity securities in connection with any employee share scheme or long term                                                  
              incentive plan. ”                                                                                                                              

   

                                               Extraordinary Resolution                                                   For       Against   Vote Withheld  
 12.            THAT, without prejudice to the existing authorities granted at the Company’s most recent annual       250,565,447  2,221,790    22,456,333   
                general meeting, the Directors be generally and unconditionally authorised to allot and issue (or sell                                        
                from treasury), grant rights to subscribe for, or to convert securities into, up to 386,272,980                                              
                Ordinary Shares in connection with the Firm Placing and the Placing (being 100 per cent. of the                                              
                Company’s shares in issue as at the latest practicable date prior to the date of publication of this                                         
                document) for cash as if Article 6.2 of the existing Articles did not apply to the allotment and issue                                        
                (or sale from treasury) for the period expiring on the date falling fifteen months after the date of                                         
                passing of this Resolution 12 or the conclusion of the next annual general meeting of the Company,                                           
                whichever is the earlier, save that the Company may before such expiry make an offer or agreement                                            
                which would or might require shares to be allotted and issued after such expiry and the Directors may                                        
                allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired.                                        
                                                                                                                                                             

Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
Tel: +44 (0) 1481 745 368

J.P. Morgan Cazenove, Sole Sponsor, Global Coordinator and Bookrunner
William Simmonds
James Mitford
Tel: +44 (0) 207 588 2828

Tulchan Communications
Doug Campbell
Siobhan Weaver
Tel: +44 (0) 207 353 4200

Temple Bar Advisory
Ed Orlebar
Tel: +44 (0) 7738 724 630



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