Blackfinch Spring VCT PLC Results of a General Meeting (2110C)

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RNS Number : 2110C

Blackfinch Spring VCT PLC

07 October 2022

Blackfinch Spring VCT plc (the "Company")

Results of a General Meeting

At a General Meeting of the Company held on Friday 7 October 2022 at 11.00am, the following resolutions were duly passed.

Ordinary Resolutions

1. That, the Directors be and hereby are generally and unconditionally authorised in accordance with Section 551 of the CA 2006 to exercise all of the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal value of GBP435,000 in connection with the Offer and other offers for subscription, representing approximately 225% of the issued share capital of the Company as at 1 September 2022, being the latest practical date prior to publication of this document, provided that the authority conferred by this Resolution 1 shall expire at the conclusion of the Company's next annual general meeting or on the expiry of fifteen months following the passing of this Resolution 1, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).

2. That, the payment by the Company to Blackfinch Investments Limited of the Investment Manager Promoter Fees, such payment being pursuant to the 2022 Offer Agreement, details of which are set out on pages 6 and 7 of the circular issued to the Company's shareholders dated 2 September 2022 (the " Circular "), be approved.

Special Resolutions

3. That, 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 Resolution 1 above as if Section 561(1) of CA 2006 did not apply to such allotments, provided that the power provided by this Resolution 3 shall expire at the conclusion of the Company's next annual general meeting or on the expiry of fifteen months following the passing of this Resolution 3, whichever is the later (unless previously renewed, varied or revoked by the Company in general meeting).

4. That, the Company be and is hereby authorised to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) of Ordinary Shares provided that:

4.1 the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 14.99% of the issued Ordinary Shares immediately following the closing of the Offer;

   4.2          the minimum price which may be paid for an Ordinary Share is their nominal value; 

4.3 the maximum price which may be paid for an Ordinary Share is an amount equal to the higher of (i) 105% of the average of the middle market quotation per Share taken from the London Stock Exchange daily official list for the five Business Days immediately preceding the day on which such Ordinary Share is to be purchased; and (ii) the amount stipulated by the UK version of Article 5(6) of Market Abuse Regulation (596/2014/EU);

4.4 unless renewed, the authority hereby conferred shall expire either at the conclusion of the annual general meeting of the Company following the passing of this Resolution 4 or on the expiry of fifteen months from the passing of this Resolution 4, whichever is the later, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after such expiry.

5. That, subject to approval by the High Court of Justice, the amount standing to the credit of the share premium account of the Company at the date an order is made confirming such cancellation by the Court be and hereby is cancelled.

 
      Resolution                            For & Discretionary   Against   Withheld 
      To authorise the Directors to 
 1.    allot shares                         130,435 - 100%        0 - 0%    3,140 
     ------------------------------------  --------------------  --------  --------- 
      To approve the payment of the 
 2.    promoter fees                        130,435 - 100%        0 - 0%    3,140 
     ------------------------------------  --------------------  --------  --------- 
                                                                  3,188 - 
 3.   To disapply pre-emption rights         127,247 - 97.56%      2.44%    3,140 
     ------------------------------------  --------------------  --------  --------- 
      To authorise the Company to buy 
 4.    back shares                          130,435 - 100%        0 - 0%    3,140 
     ------------------------------------  --------------------  --------  --------- 
 5.   To cancel the share premium account   130,435 - 100%        0 - 0%    3,140 
     ------------------------------------  --------------------  --------  --------- 
 

For further information please contact:

Blackfinch Investments Limited (Investment Manager) - 01452 717070

The City Partnership (UK) Limited (Company Secretary) - [e-mail] - Robin Smeaton

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October 07, 2022 07:35 ET (11:35 GMT)