Share Name Share Symbol Market Type Share ISIN Share Description
Edge Performance Vct Plc LSE:EDGH London Ordinary Share GB00B44VMB16 H SHS 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 42.50 39.00 46.00 42.50 42.50 42.50 0.00 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
- - - - 0

Edge Performance VCT PLC Result of AGM

29/08/2019 2:09pm

UK Regulatory (RNS & others)


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RNS Number : 6009K

Edge Performance VCT PLC

29 August 2019

Edge Performance VCT plc

Results of AGM

The thirteenth Annual General Meeting of Edge Performance VCT plc (the "Company") was held at 10am on Wednesday, 28 August 2019 at 2 Stephen Street, London W1T 1AN. The results are as follows.

A total of 4,925,141 votes were cast (including withheld votes which, per resolution ranged from 16,131 votes to 69,635 votes) from total voting rights of 84,696,080 - a voting percentage of 5.82%.

Resolutions 1 and 7 were duly passed on a show of hands as ordinary resolutions and resolution 10 was duly passed on a show of hands as a special resolution:

Ordinary Resolutions

1. To receive and adopt the directors' and the independent auditor's reports and the Company's financial statements for the year ended 28 February 2019.

   7.         To authorise the directors of the Company to fix the remuneration of the auditor. 

Special Resolution

10. That the Company be and is hereby generally and unconditionally authorised, pursuant to section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of H Shares and I Shares of 10p each in the capital of the Company (respectively, "H Shares" and "I Shares"), provided that:

 
 (i)     such authority is limited to the purchase of 14.99 
          per cent of the issued H Share capital, and 14.99 
          per cent of the issued I Share capital, in each case 
          as at the date of this resolution; 
 (ii)    the minimum price (excluding expenses) which may 
          be paid for such H or I Shares is 10p per share, 
          the nominal amount of each such share; 
 (iii)   the maximum price (excluding expenses) which may 
          be paid for such H or I Shares shall be the higher 
          of: 
         (a)    an amount equal to 105 per cent of the average 
                 of the middle market quotations for such class 
                 of the Company's shares, as derived from the 
                 daily Official List of the London Stock Exchange, 
                 for the five business days immediately preceding 
                 the day on which the purchase was made; and 
         (b)    the value of such class of the Company's shares 
                 calculated on the basis of the higher of the 
                 price quoted for (1) the last independent trade 
                 of and (2) the highest current independent bid 
                 for any number of such class of the Company's 
                 shares on the trading venue where the purchase 
                 is carried out; and 
 (iv)    the Company may make a contract or contracts to purchase 
          its own H or I Shares under this authority prior 
          to the expiry of this authority which will or may 
          be executed wholly or partly after the expiry of 
          the authority, and the Company may make a purchase 
          of its own H or I Shares in pursuance of any such 
          contract or contracts as if the authority conferred 
          hereby had not expired. 
 The authority hereby conferred shall (unless previously 
  renewed or revoked) expire on the later of: (1) the date 
  of the annual general meeting of the Company to be held 
  in 2020, and (2) the date which is 15 months after the 
  date on which this resolution is passed. 
 

The table below indicates the proxy votes cast in advance of the meeting for each of the resolutions passed on a show of hands.

Proxy votes cast were as follows:

 
        Resolution                                             For   Against   Withheld 
        Receive and adopt directors' and independent 
         auditor's reports and Company's financial 
 1.      statements                                      4,787,630   121,380     16,131 
       -----------------------------------------------  ----------  --------  --------- 
 7.     Authorise directors to determine remuneration    4,840,302    58,190     26,649 
         of auditor 
       -----------------------------------------------  ----------  --------  --------- 
 10.    Authorise Company to make market purchases       4,791,784   133,357          0 
       -----------------------------------------------  ----------  --------  --------- 
 

Resolutions 2 - 6 and 8 were defeated on a show of hands as ordinary resolutions and resolution 9 was defeated on a show of hands as a special resolution:

Ordinary Resolutions

   2.         To approve the directors' remuneration report for the year ended 28 February 2019. 

3. To re-elect Sir Robin Miller who is retiring in accordance with the UK Code and who, being eligible, offers himself for re-election as a director of the Company.

4. To re-elect Lord Flight who is retiring by rotation in accordance with the Articles and who, being eligible, offers himself for re-election as a director of the Company.

   5.         To re-elect David Glick as a director of the Company, pursuant to Listing Rule 15.2.13A. 

6. To re-appoint Grant Thornton UK LLP as auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

 
 8.   (i)    That the directors of the Company be and are hereby 
              generally and unconditionally authorised in accordance 
              with section 551 of the Companies Act 2006 (the "Act") 
              to exercise all the powers of the Company to allot 
              shares in the Company, up to an aggregate nominal 
              value equal to 10% of the nominal value of the issued 
              ordinary share capital of the Company as at the date 
              of this resolution, during the period commencing 
              on the passing of this resolution and expiring on 
              the later of: (1) the date of the annual general 
              meeting of the Company to be held in 2020, and (2) 
              the date which is 15 months after the date on which 
              this resolution is passed (unless the authority is 
              previously revoked, varied or extended by the Company 
              in general meeting) but so that this authority shall 
              allow the Company to make, before the expiry of this 
              authority, offers or agreements which would or might 
              require relevant securities to be allotted after 
              such expiry; and 
      (ii)   That all previous authorities given to the directors 
              of the Company in accordance with section 551 of 
              the Act be and are hereby revoked, provided that 
              such revocation shall not have retrospective effect. 
 

Special Resolutions

9. That the directors of the Company be and are hereby empowered, pursuant to sections 570 and 573 of the Act, to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority given pursuant to resolution 8 set out in this notice of annual general meeting as if section 561(1) of the Act did not apply to such allotment, provided that this power shall expire on the later of: (1) the date of the annual general meeting of the Company to be held in 2020, and (2) the date which is 15 months after the date on which this resolution is passed and provided further that this power shall be limited to the allotment of equity securities from time to time with an aggregate nominal value equal to 10% of the nominal value of the issued ordinary share capital of the Company as at the date of this resolution.

The Board wishes to thank Sir Robin Miller, Lord Flight and David Glick for their much-valued service and advice to the Board and the Company.

The table below indicates the proxy votes cast in advance of the meeting for each of the resolutions defeated on a show of hands.

Proxy votes cast were as follows:

 
      Resolution                                       For       Against   Withheld 
 2.   Approve directors' remuneration report     1,770,628     3,106,545     47,968 
     ---------------------------------------  ------------  ------------  --------- 
 3.   Re-elect Sir Robin Miller                  1,725,784     3,140,268     59,089 
     ---------------------------------------  ------------  ------------  --------- 
 4.   Re-elect Lord Flight                       1,659,996     3,206,056     59,089 
     ---------------------------------------  ------------  ------------  --------- 
 5.   Re-elect David Glick                       1,715,071     3,183,421     26,649 
     ---------------------------------------  ------------  ------------  --------- 
      Re-appoint Grant Thornton UK LLP as 
 6.    auditor                                   2,147,140     2,751,352     26,649 
     ---------------------------------------  ------------  ------------  --------- 
 8.   Authorise directors to allot shares        1,960,585     2,938,060     26,496 
     ---------------------------------------  ------------  ------------  --------- 
      Authorise directors to allot shares 
 9.    with disregard to pre-emption rights      1,737,431     3,118,075     69,635 
     ---------------------------------------  ------------  ------------  --------- 
 

The information contained within this announcement constitutes inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information please contact:

The City Partnership (UK) Limited on 0131 2437210.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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