Albion Tech&Gen VCT Albion Technology & General Vct Plc - Ordinary Shares : Agm Statement

 
TIDMAATG 
 
 
   At an Annual General Meeting of Albion Technology & General VCT PLC, 
duly convened and held at the City of London Club, 19 Old Broad Street, 
London on 7 June 2017 the following resolutions were passed: 
 
   Ordinary resolutions numbers 1 to 8 were passed. 
 
   The following items of Special Business were passed of which resolution 
9 to 12 were passed as ordinary resolutions and 13 to 16 were passed as 
special resolutions. 
 
   Special Business 
 
   9. Continuation as a venture capital trust 
 
   To continue as a venture capital trust until the Annual General Meeting 
of the Company in 2027. 
 
   10. Amendment of Article 135 
 
   That existing Article 135 in the Articles of Association of the Company 
be deleted and the following new Article 135 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." 
 
   11. Change of 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 HIM 
Revenue and Customs. The maximum amount invested in any one company is 
limited to any HIMRC annual investment limits and, generally, no more 
than 15 per cent. of the Company's assets, at cost, are invested in a 
single company. 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 high credit ratings 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 7.5 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 
VCT qualifying industry sectors using a mixture of securities. The 
maximum the Company will invest in a single company is 15 per cent. of 
the Company's assets 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. 
 
   12. 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 GBP212,324 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. 
 
   13. Authority for the disapplication of pre-emptive 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 12 as 
if section 561(1) of the Act did not apply to any such allotment, 
provided that this power shall be limited to the allotment of equity 
securities: 
 
 
   1. in connection with an offer of such securities by way of rights issue; 
 
   2. in connection with any Dividend Reinvestment Scheme introduced and 
      operated by the Company; 
 
   3. in connection with the Albion VCTs Prospectus Top Up Offers 2016/2017 and 
      similar Offers; and 
 
   4. otherwise than pursuant to paragraphs (a) to (c) above, up to an 
      aggregate nominal amount of GBP212,324 for Ordinary shares. 
 
 
   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, 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. 
 
   "Rights issue" means an offer of equity securities to holders of shares 
in the capital of the Company on the register on a record date fixed by 
the Directors in proportion as nearly as may be to the respective 
numbers of Ordinary shares held by them, but subject to such exclusions 
or other arrangements as the Directors may deem necessary or expedient 
to deal with any treasury shares, fractional entitlements or legal or 
practical issues 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 applies in relation to a sale of treasury shares as if all 
references in this resolution to an allotment included any such sale and 
in the first paragraph of the resolution the words "pursuant to the 
authority conferred by resolution number 12 were omitted in relation to 
such a sale. 
 
   14. 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: 
 
 
   1. 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; 
 
   2. the minimum price which may be paid for a share shall be 1 penny 
      (exclusive of expenses); 
 
   3. 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 
 
   4. 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. 
 
   15. 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 bought in at. 
 
   16. Cancellation of share capital premium 
 
   That GBP32,620,666 of the amount standing to the credit of the Company's 
share premium account (representing the amount standing to the credit of 
the share premium account as at 5 April 2014) be cancelled and 
reclassified as other distributable reserves. 
 
   7 June 2017 
 
   For further information please contact: 
 
   Albion Ventures LLP 
 
   Company Secretary 
 
   Tel: [phone] 
 
   LEI Code 213800TKJUY376H3KN16 
 
   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 Technology & General VCT PLC - Ordinary Shares via 
Globenewswire 
 
 
  http://www.closeventures.co.uk 
 

(END) Dow Jones Newswires

June 07, 2017 08:42 ET (12:42 GMT)

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