Albion EnterpriseVCT Agm Statement

 
TIDMAAEV 
 
 
   At an Annual General Meeting of Albion Enterprise VCT PLC, duly convened 
and held at the City of London Club, 19 Old Broad Street, London on 22 
August 2017 the following resolutions were passed: 
 
   Ordinary resolutions numbers 1 to 9 were passed. The following items of 
Special Business were passed of which resolutions 10 and 12 and 13 were 
passed as ordinary resolutions and 11 and 14 to 16 were passed as 
special resolutions. 
 
   Special Business 
 
   10.    Continuation as a venture capital trust 
 
   To continue as a venture capital trust until the Annual General Meeting 
of the Company in 2027. 
 
   11.    Amendment of Article 136 
 
   That existing Article 136 in the Articles of Association of the Company 
be deleted and the following new Article 136 be inserted "At the Annual 
General Meeting of the Company in 2027 and, if the Company has not been 
wound-up or unitised or re-organised at each tenth Annual General 
Meeting of the Company thereafter, the Directors shall procure that an 
ordinary resolution will be proposed to the effect that the Company 
shall continue in being as a venture capital trust." 
 
   12.    Change in investment policy 
 
   That the Company's investment policy be clarified and amended by the 
insertion of the following paragraphs: 
 
   VCT qualifying investments 
 
   In addition to the above, the investment policy is designed to ensure 
that the Company continues to qualify and is approved as a VCT by HM 
Revenue and Customs. It is intended that at least 80 per cent. of the 
Company's funds will be invested in VCT qualifying investments. 
 
   Non-VCT qualifying investments 
 
   Funds held prior to investing in VCT qualifying assets or for liquidity 
purposes will be held as cash on deposit, invested in floating rate 
notes or similar instruments with banks or other financial institutions 
with credit ratings, assigned by international credit agencies, of A or 
better (on acquisition) or invested in liquid open-ended equity funds 
providing income and capital equity exposure (where it is considered 
economic to do so). 
 
   Investment in such open-ended equity funds will not exceed 10 per cent. 
of the Company's assets at the time of investment. 
 
   Risk diversification and maximum exposures 
 
   Risk is spread by investing in a number of different businesses within 
venture capital trust qualifying industry sectors using a mixture of 
securities. The tests set out above drive a spread of investment risk 
through disallowing holdings of more than 15 per cent. in one portfolio 
company and accordingly the maximum amount which the Company will invest 
in a single company is 15 per  cent. of the  Company's investments at 
cost. The value of an individual investment is expected to increase over 
time as a result of trading progress and a continuous assessment is made 
of investments' suitability for sale. It is possible that individual 
holdings may grow in value to a point where they represent a 
significantly higher proportion of total assets prior to a realisation 
opportunity being available. 
 
   Gearing 
 
   Albion Enterprise VCT's maximum exposure in relation to gearing is 
restricted to 10 per cent. of the adjusted share capital and reserves. 
The Directors do not currently have any intention to utilise long term 
gearing. 
 
   13.    Authority to allot shares 
 
   That the Directors be generally and unconditionally authorised in 
accordance with section 551 of the Companies Act 2006 (the "Act") to 
allot Ordinary shares of nominal value 1 penny per share in the Company 
up to an aggregate nominal amount of GBP116,517 (which comprises 
approximately 20 per cent. of the Company's Ordinary shares) provided 
that this authority shall expire 18 months from the date that this 
resolution is passed, or, if earlier, the conclusion of the next Annual 
General Meeting of the Company, but so that the Company may, before such 
expiry, make an offer or agreement which would or might require shares 
to be allotted or rights to subscribe for or convert securities into 
shares to be granted after such expiry and the Directors may allot 
shares or grant rights to subscribe for or convert securities into 
shares pursuant to such an offer or agreement as if this authority had 
not expired. 
 
   14. Authority for the disapplication of pre-emption rights 
 
   That the Directors be empowered, pursuant to section 570 of the Act, to 
allot equity securities (within the meaning of section 560 of the Act) 
for cash pursuant to the authority conferred by resolution number 13 
and/or sell ordinary shares held by the Company as treasury shares for 
cash as if section 561(1) of the Act did not apply to any such allotment 
or sale. 
 
   Under this power the Directors may impose any limits or restrictions and 
make any arrangements which they deem necessary or expedient to deal 
with any treasury shares, fractional entitlements, record dates, legal, 
regulatory or practical problems in, or laws of, any territory or other 
matter, arising under the laws of, or the requirements of any recognised 
regulatory body or any stock exchange in, any territory or any other 
matter. 
 
   This power shall expire 18 months from the date that this resolution is 
passed or, if earlier, the conclusion of the next Annual General Meeting 
of the Company, save that the Company may, before such expiry, make an 
offer or agreement which would or might require equity securities to be 
allotted after such expiry and the Directors may allot equity securities 
in pursuance of any such offer or agreement as if this power had not 
expired. 
 
   15. Authority to purchase own shares 
 
   That, the Company be generally and unconditionally authorised to make 
market purchases (within the meaning of section 693(4) of the Act) of 
Ordinary shares of 1 penny each in the capital of the Company ("Ordinary 
shares"), on such terms as the Directors think fit, and where such 
shares are held as treasury shares, the Company may use them for the 
purposes set out in section 727 of the Act, provided that: 
 
   (a)        the maximum aggregate number of shares hereby authorised to 
be purchased is 14.99 per cent. of the issued Ordinary share capital of 
the Company as at the date of the passing of this resolution; 
 
   (b)        the minimum price which may be paid for a share shall be 1 
penny (exclusive of expenses); 
 
   (c)        the maximum price (exclusive of expenses) which may be paid 
for a share shall be an amount being not more than the higher of (i) 105 
per cent. of the average of the middle market quotations (as derived 
from the Daily Official List of the London Stock Exchange) for the 
shares for the five business days immediately preceding the date of 
purchase and (ii) the higher of the price of the last independent trade 
and the highest current independent bid relating to a share on the 
trading venue where the purchase is carried out; and 
 
   (d)        unless previously varied, revoked or renewed, the authority 
hereby conferred shall expire 18 months from the date that this 
resolution is passed or, if earlier, at the conclusion of the Annual 
General Meeting of the Company to be held after the passing of this 
resolution, save that the Company may, at any time prior to such expiry, 
enter into a contract or contracts to purchase shares under such 
authority which would or might be completed or executed wholly or partly 
after the expiration of such authority and may make a purchase of shares 
pursuant to any such contract or contracts as if the authority conferred 
hereby had not expired. 
 
   Under the Companies (Acquisition of Own Shares) (Treasury Shares) 
Regulations 2003 (the "Regulations"), Ordinary shares purchased by the 
Company out of distributable profits can be held as treasury shares, 
which may then be cancelled or sold for cash. The authority sought by 
this special resolution is intended to apply equally to shares to be 
held by the Company as treasury shares in accordance with the 
Regulations. 
 
   16. Authority to sell treasury shares 
 
   That the Directors be empowered to sell treasury shares at the higher of 
the prevailing current share price and the price at which they were 
bought in at. 
 
   For further information please contact: 
 
   Albion Capital Group LLP 
 
   Company Secretary 
 
   Tel: [phone] 
 
   LEI Code         213800OVSRDHRJBMO720 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Albion Enterprise VCT PLC via Globenewswire 
 
 
  http://www.closeventures.co.uk 
 

(END) Dow Jones Newswires

August 22, 2017 13:32 ET (17:32 GMT)

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