Albion Ven Cap Trust Agm Statement

 
TIDMAAVC 
 
 
   At an Annual General Meeting of Albion Venture Capital Trust PLC, duly 
convened and held at the City of London Club, 19 Old Broad Street, 
London on 14 August 2017 the following resolutions were passed: 
 
   Ordinary resolutions numbers 1 to 8 were passed. The following items of 
Special Business were passed of which resolutions 9 and 11 and 12 were 
passed as ordinary resolutions and 10 and 13 to 15 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 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." 
 
   11. Increase in Directors' aggregate remuneration 
 
   That under Article 79 of the Articles of the Company, the authority for 
the total amount of the ordinary remuneration that all Directors may be 
paid should be increased to an amount not exceeding GBP150,000 per year 
in aggregate. 
 
   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 shares of nominal value 1 penny per share in the Company up to an 
aggregate nominal amount of GBP190,845 representing approximately 20 per 
cent. of the total Ordinary share capital, provided that this authority 
shall expire 18 months from the date that this resolution is passed, or 
at the conclusion of the next Annual General Meeting, whichever is 
earlier, but so that the Company may, before the expiry of such period, 
make an offer or agreement which would or might require shares to be 
allotted after the expiry of such period and the Directors may allot 
shares pursuant to such an offer or agreement as if the authority had 
not expired. 
 
   13. 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 12 
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 15 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. 
 
   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: 
 
   (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. 
 
   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. 
 
   14 August 2017 
 
   For further information please contact: 
 
   Albion Capital Group LLP 
 
   Company Secretary 
 
   Tel: [phone] 
 
   LEI Code 213800JKELS32V2OK421 
 
   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 Venture Capital Trust PLC via Globenewswire 
 
 
  http://www.closeventures.co.uk 
 

(END) Dow Jones Newswires

August 14, 2017 08:40 ET (12:40 GMT)

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