Edge Performance VCT PLC Results of AGM and class meetings (6583X)

TIDMEDGH TIDMTTM TIDMEDGI

RNS Number : 6583X

Edge Performance VCT PLC

01 September 2020

Edge Performance VCT plc

Results of Annual General Meeting and Class Meetings

Annual General Meeting

The Board thanks the significantly increased number of shareholders (when compared to the 2019 annual general meeting) who submitted their votes in respect of the Annual General Meeting of Edge Performance VCT plc (the "Company") held on Friday 28 August 2020.

The following resolutions were duly passed:

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 29 February 2020.

   2.         To approve the Directors' Remuneration Report for the year ended 29 February 

2020.

   3.         To approve the Directors' Remuneration Policy. 

4. 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.

   5.         To re-elect Terry Back who is retiring in accordance with the UK Code and who, 

being eligible, offers himself for re-election as a Director of the Company.

6. To elect Sir Aubrey Brocklebank who is subject to election by shareholders as this is the first AGM since his appointment as a Director of the Company.

7. To elect Robin Goodfellow who is subject to election by shareholders as this is the first AGM since his appointment as a Director of the Company.

8. To appoint UHY Hacker Young as auditor of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

   9.         To authorise the Directors of the Company to fix the remuneration of the auditor. 

SPECIAL BUSINESS

10. (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 2021, 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

11. 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 10 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 2021, 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.

12. 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 2021, and (2) the date which is 15 months after the date on which this resolution is passed.

All resolutions were put to the vote on a poll and the poll results are as follows:

 
 Resolution                                     For          Against     Withheld 
      To receive and adopt the Company's 
       annual report and financial statements 
       for the year ended 29 February 
 1     2020                                     10,514,164   132,206     261,213 
     ----------------------------------------  -----------  ----------  --------- 
      To approve the Directors' Remuneration 
 2     Report                                   9,799,143    751,514     356,926 
     ----------------------------------------  -----------  ----------  --------- 
      To approve the Directors' Remuneration 
 3     Policy                                   9,876,191    746,489     284,903 
     ----------------------------------------  -----------  ----------  --------- 
      To re-elect Sir Robin Miller as 
 4     a Director of the Company                8,315,383    2,398,140   194,060 
     ----------------------------------------  -----------  ----------  --------- 
      To re-elect Terry Back as a Director 
 5     of the Company                           8,890,904    1,896,279   120,400 
     ----------------------------------------  -----------  ----------  --------- 
      To elect Sir Aubrey Brocklebank 
       as a Director of the 
 6     Company                                  9,306,972    1,573,156   27,455 
     ----------------------------------------  -----------  ----------  --------- 
      To elect Robin Goodfellow as a 
 7     Director of the Company                  10,637,381   201,787     68,415 
     ----------------------------------------  -----------  ----------  --------- 
      To appoint UHY Hacker Young as 
 8     auditor of the Company                   10,657,245   173,781     76,557 
     ----------------------------------------  -----------  ----------  --------- 
      To authorise the Directors of 
       the Company to fix the 
 9     remuneration of the auditor              10,693,528   169,641     44,414 
     ----------------------------------------  -----------  ----------  --------- 
      To authorise the Directors of 
       the Company, in 
       accordance with section 551 of 
       the Companies Act (the "Act") 
 10    to allot equity securities               10,446,901   427,038     33,644 
     ----------------------------------------  -----------  ----------  --------- 
      To authorise the Directors of 
       the Company, pursuant to sections 
       570 and 573 of the Act, to allot 
       equity securities for cash without 
 11    regard to pre-emption right              9,178,283    1,606,835   122,465 
     ----------------------------------------  -----------  ----------  --------- 
      To authorise the Company to make 
       market purchases of H Shares and 
 12    I Shares                                 9,728,488    1,154,659   24,436 
     ----------------------------------------  -----------  ----------  --------- 
 

22.38 per cent of votes were cast against the Board's recommendation that Sir Robin Miller be re-elected as a director of the Company. Under the UK Corporate Governance Code, when 20 per cent or more of votes have been cast against a resolution recommended by the Board, the Company should explain what actions it intends to take to consult shareholders in order to understand the reasons behind the result.

The Chairman's Statement in the 2020 Annual Report & Financial Statements reported that Sir Robin had signalled his intent to step down from the Board shortly after the appointment of Sir Peter Bazalgette who will be invited to join the Board in Autumn 2020. Such developments will be reported to the market as they occur.

The Board, through Directors' direct contact with shareholders and discussions with ShareSoc before the annual general meeting, was aware that there may be a significant vote against the re-election of Sir Robin and had heard the arguments for such a vote. It is the Board's view, therefore, that it understands the reasons behind the result and no further consultation on this point is required.

H Share Class Meeting

At the H Share Class Meeting of Edge Performance VCT plc (the "Company") held on Friday 28 August 2020, the following resolution was duly passed:

SPECIAL RESOLUTION

That the Company be and is hereby generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006 (the "Act"), to make market purchases (within the meaning of section 693(4) of the Act) of H Shares and of I shares of 10 pence each in the capital of the Company ("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 2021, and (2) the date which is 15 months after the date on which this resolution is passed.

The resolution was put to the vote on a poll, the results of the poll are as follows:

 
 Resolution                                 For         Against   Withheld 
 To authorise the Company to make market 
  purchases of H Shares and I Shares        1,424,721   133,214   20,900 
                                           ----------  --------  --------- 
 

I Share Class Meeting

At the I Share Class Meeting of Edge Performance VCT plc (the "Company") held on Friday 28 August 2020, the following resolution was duly passed:

SPECIAL RESOLUTION

That the Company be and is hereby generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006 (the "Act"), to make market purchases (within the meaning of section 693(4) of the Act) of H shares of 10 pence each in the capital of the Company ("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 2021, and (2) the date which is 15 months after the date on which this resolution is passed.

The resolution was put to the vote on a poll, the results of the poll are as follows:

 
 Resolution                                 For         Against   Withheld 
 To authorise the Company to make market 
  purchases of H Shares and I Shares        7,976,642   877,378   3,536 
                                           ----------  --------  --------- 
 

For further information, please contact:

Edge Investments Limited, Investment Manager: [e-mail]

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

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September 01, 2020 04:55 ET (08:55 GMT)