TIDMVICT
RNS Number : 1928R
Victory VCT PLC
31 October 2011
ViCTory VCT PLC
(Company number 4138683)
Notice of Resolutions Passed
At a General Meeting of the Company held on Monday 31 October
2011, the following resolutions were duly passed.
Ordinary Resolutions
1. That in substitution for existing authorities, the Directors
be and hereby are authorised in accordance with section 551 of the
Companies Act 2006 ("CA 2006") to exercise all of the powers of the
Company to allot shares in the capital of the Company (the
"Shares") and to grant rights to subscribe for or to convert any
security into Shares in the Company up to an aggregate nominal
value of GBP6,000,000 in connection with the Scheme, the Share
Offers and the DRIS (as such terms are defined in the circular
issued by the Company dated 28 September 2011 (a copy of which was
tabled at the meeting and initialled by the Chairman for the
purposes of identification) (the "Circular")), provided that the
authority conferred by this Resolution 1 shall expire on the fifth
anniversary of the date of the passing of this resolution unless
renewed, varied or revoked by the Company in general meeting.
2. That, in substitution for existing authorities but without
prejudice to the authority conferred by Resolution 1 set out in
this notice, the Directors be and hereby are authorised in
accordance with Section 551 of CA 2006 to exercise all the powers
of the Company to allot Shares and to grant rights to subscribe for
or to convert any security into Shares up to an aggregate nominal
value representing no more than 10 per cent. of the aggregate
nominal value of the Shares issued from time to time provided that
the authority conferred by this Resolution 2 shall expire on the
fifth anniversary of the date of the passing of this resolution
unless renewed, varied or revoked by the Company in general meeting
(except that the Company may, before such expiry, make offers or
agreements which would or might require Shares to be allotted or
rights to be granted to subscribe for or to convert any security
into Shares in the Company after such expiry and notwithstanding
such expiry the Directors may allot Shares or grant rights to
subscribe for or to convert any security into Shares in pursuance
of such offers or agreements).
3. That, conditional upon the passing of Resolutions 1, 7 and
Resolution 11 set out in this Notice, pursuant to article 157 of
the Company's articles of association to be adopted pursuant to
Resolution 11, the Directors be authorised to offer holders of
Shares in the Company the right to receive shares, credited as
fully paid, instead of cash in respect of the whole (or some part
as may be determined by the Directors from time to time) of any
dividend declared in the period commencing on the date of this
Resolution 3 and ending on the fifth anniversary of this Resolution
3 pursuant to the Company's dividend reinvestment scheme as set out
in the Annex to the Circular.
4. That, the proposed amendments to the investment policy of the
Company as set out in the Circular be and hereby are approved.
Special Resolutions
5. That, conditional upon the passing of Resolutions 1 and 7 set
out in this Notice, the acquisition by the Company of the assets
and liabilities of Amati VCT 2 on the terms set out in the Circular
be and hereby is approved.
6. That conditional upon the passing of Resolution 11 set out in this Notice:
(i) on the Share Reconstruction Date, if the ViCTory Merger
Value per Share as at the Calculation Date is less than 100 pence
per Share, a number of Shares in issue as represented by "DS" in
the following formula (any fraction of a Deferred Share being
rounded down) shall be redesignated as deferred shares of 5 pence
each ("Deferred Shares"), such shares having the rights and
restrictions set out in paragraph 6(ii) below:
DS = N - X
where:
N = the number of Shares in issue at the relevant time on the Share
Reconstruction Date
X = N/Y
Y = 100/Z
Z = the ViCTory Merger Value in pence per Share
and accordingly a pro rata number of Shares of each Shareholder
shall redesignated (any fraction of a Deferred Share being rounded
up) and such Deferred Shares so arising shall then be immediately
repurchased by the Company as set out in paragraph (iv) below.
(ii) the Deferred Shares shall:
(a) carry the right to receive a fixed cumulative preferential
dividend from the revenue profits of the Company which are
available for distribution and which the Directors determine to
distribute by way of dividend in priority to any dividend payable
in respect of Shares at a rate of 1p per annum in aggregate to be
paid amongst the holders of Deferred Shares as a class but confer
no other rights to a dividend;
(b) not confer any right to receive notice of, or to attend or
vote at general meetings;
(c) on a winding up confer a preferential right to be paid out
of the assets of the Company available for distribution an amount
equal to 1p for all Deferred Shares held prior to the surplus being
distributed to the holders of Share capital, but do not confer any
right to participate in any surplus assets of the Company; and
(d) be capable of being purchased by the Company at any time for
an aggregate consideration of 1p (and for such purposes the
Directors may authorise any person to execute on behalf of and as
attorney for the holders of Deferred Shares an appropriate contract
and may deliver it or them on their behalf);
(iii) following the passing of this Resolution 6 and Resolution
11 the articles of association be and are hereby amended so as
to:
(a) incorporate in Article 2.1 of the Articles a definition of
the Deferred Shares to read as follows:
"Deferred Shares" deferred ordinary shares of 1 pence each in
the capital of the Company"
(b) insert the words "and Deferred Shares" at the end of Article
3.3; and
(c) insert the paragraph 6(ii) above as Article 3.4;
(iv) the Company, acting by its Directors, be and hereby is
authorised to enter into a contract to purchase all the Deferred
Shares for an aggregate amount of 1p in accordance with the
Articles as amended pursuant to paragraph 6(iii) above (in the form
of the contract tabled at the meeting and initialled by the
Chairman for the purposes of identification and which as at the
date of the meeting will have been on display at the Company's
registered office and available for inspection by members for not
less than 15 days); and
(v) the Company shall not be obliged to issue share certificates
in respect of the Deferred Shares; give any prior notice to the
holders of Deferred Shares that such shares are to be purchased in
accordance with new Article 3.4(d); or account to any holder of
Deferred Shares for the purchase monies in respect of such
shares
and for the purposes of this resolution, words and expressions
defined in the Circular shall have the same meanings in this
resolution, save where the context requires otherwise.
7. That, in substitution for existing authorities, the Directors
be and hereby are empowered pursuant to Section 570(1) of CA 2006
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 CA 2006) for cash pursuant to the authority given in
accordance with Section 551 of CA 2006 by Resolutions 1 and/or 2 as
if Section 561(1) of CA 2006 did not apply to such allotments,
providing that the power provided by this Resolution 7 shall expire
on the fifth anniversary of the date of the passing of this
resolution unless renewed, varied or revoked by the Company in
general meeting.
8. That, in substitution for existing authorities, the Company
be and hereby is empowered to make one or more market purchases
within the meaning of section 701 of CA 2006 of its own Shares
(either for cancellation or for the retention as treasury shares
for future re-issue or transfer) provided that:
(i) the maximum aggregate number of Shares authorised to be
purchased is such number thereof being 14.9 per cent. of the issued
Shares from time to time;
(ii) the minimum price which may be paid per Share is its nominal value;
(iii) the maximum price which may be paid per Share is an amount
equal to 105 per cent. of the average of the middle market
quotation of such share taken from the London Stock Exchange daily
official list for the five business days immediately preceding the
day on which such share is to be purchased;
(iv) the authority conferred by this Resolution 8 shall expire
on the earlier of (i) the conclusion of the next annual general
meeting of the Company and (ii) the expiry of eighteen months
following the passing of this resolution unless such authority is
renewed prior to such time ; and
(v) the Company may make a contract to purchase Shares under the
authority conferred by this resolution prior to the expiry of such
authority which will or may be executed wholly or partly after the
expiration of such authority, and may make a purchase of such
shares pursuant to any such contract or contracts.
9. That, the amount standing to the credit of the share premium
account of the Company, at the date the order is made confirming
such cancellation by the court, be and is hereby cancelled.
10. That, the amount standing to the credit of the capital
redemption reserve of the Company at the date the order is made
confirming such cancellation by the court, be and is hereby
cancelled.
11. That, the articles of association produced to the meeting,
and for the purposes of identification initialled by the Chairman,
be adopted as the articles of association of the Company.
12. That, subject to the Scheme becoming effective, the name of
the Company be changed to Amati VCT 2 plc.
Details of the proxy votes in respect of the resolutions passed
at the General Meeting are set out below:
For Against Withheld
------------ --------------------- ------------------ ------------------
No. % of No. % of No. of % of
of votes: votes: of votes: votes: votes:
votes:
------------ ----------- -------- -------- -------- -------- --------
Resolution
1 3,914,806 98.12 65,430 1.64 9,477 0.24
------------ ----------- -------- -------- -------- -------- --------
Resolution
2 3,904,085 97.85 59,295 1.49 26,333 0.66
------------ ----------- -------- -------- -------- -------- --------
Resolution
3 3,917,109 98.18 70,505 1.77 2,099 0.05
------------ ----------- -------- -------- -------- -------- --------
Resolution
4 3,858,872 96.72 106,606 2.67 24,235 0.61
------------ ----------- -------- -------- -------- -------- --------
Resolution
5 3,922,184 98.31 67,529 1.69 0 0
------------ ----------- -------- -------- -------- -------- --------
Resolution
6 3,907,250 97.93 80,784 2.02 1,679 0.04
------------ ----------- -------- -------- -------- -------- --------
Resolution
7 3,879,196 97.23 101,418 2.54 9,099 0.23
------------ ----------- -------- -------- -------- -------- --------
Resolution
8 3,881,459 97.29 108,254 2.71 0 0
------------ ----------- -------- -------- -------- -------- --------
Resolution
9 3,922,184 98.31 65,430 1.64 2,099 0.05
------------ ----------- -------- -------- -------- -------- --------
Resolution
10 3,914,806 98.12 65,430 1.64 9,477 0.24
------------ ----------- -------- -------- -------- -------- --------
Resolution
11 3,906,626 97.92 75,709 1.90 7,378 0.18
------------ ----------- -------- -------- -------- -------- --------
Resolution
12 3,894,072 97.60 88,263 2.21 7,378 0.18
------------ ----------- -------- -------- -------- -------- --------
For further information please contact Doreen Nic on 0131 243
7215 or email
vct-enquiries@amatiglobal.com.
31 October 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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