Kings Arms Yard Agm Statement

 
TIDMKAY 
 
 
   At an Annual General Meeting of Kings Arms Yard VCT PLC, duly convened 
and held at the City of London Club, 19 Old Broad Street, London on 17 
May 2017 the following resolutions were passed: 
 
   Ordinary resolutions numbers 1 to 6 were passed. 
 
   The following items of Special Business were passed of which resolution 
7 to 8 were passed as ordinary resolution and 9 to 11 were passed as 
special resolutions. 
 
   Special Business 
 
   7.      Increase in Directors' aggregate remuneration 
 
   That under Article 91 of the Articles of the Company, the aggregate 
amount of the ordinary remuneration of the Directors be increased to an 
amount not exceeding GBP100,000 per year in aggregate. 
 
   8.      Authority to allot shares 
 
   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 a maximum 
aggregate nominal amount of GBP604,704 (representing approximately 20 
per cent. of the issued share capital as at the date of this notice) 
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 the 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 the authority 
had not expired. 
 
   9.      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 8 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 to any Dividend Reinvestment Scheme introduced or operated 
      by the Company; 
 
   3. in connection with any Top up Offers; and 
 
   4. otherwise than pursuant to paragraphs (a) to (c) above, up to an 
      aggregate nominal amount of GBP604,704 (representing approximately 20 per 
      cent. of the issued share capital as at the date of this notice). 
 
 
   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, 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 the power had not 
expired. 
 
   This power applies in relation to a sale of treasury shares which is an 
allotment of equity securities by virtue of section 560(2)(b) of the Act 
as if in the first paragraph of the resolution the words "pursuant to 
the authority conferred by resolution number 8" were omitted. 
 
   In this resolution, "rights issue" means an offer of equity securities 
open for acceptance for a period fixed by the Directors to holders on 
the register on a fixed record date in proportion as nearly as may be to 
their respective holdings, 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 under the laws of, or the requirements of any recognised 
regulatory body or any stock exchange in, any territory, or any other 
matter. 
 
   10.    Authority to purchase own shares 
 
   That, subject to and in accordance with the Company's Articles of 
Association, the Company be generally and unconditionally authorised, 
pursuant to and in accordance with section 701 of the Act, 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, exclusive of any expenses, which may be paid for an 
      ordinary share is 1 penny; 
 
   3. the maximum price, exclusive of any expenses, which may be paid for a 
      share shall be an amount equal to the higher of (a) 105% of the average 
      of the middle market quotations for the share, as derived from the London 
      Stock Exchange Daily Official List, for the five business days 
      immediately preceding the date on which the share is purchased; and (b) 
      the amount stipulated by Article 5(1) of the Buy-back and Stabilisation 
      Regulation 2003; 
 
   4. the authority hereby conferred shall, unless previously revoked, varied 
      or renewed, expire 18 months from the date that this resolution is passed 
      or, if earlier, at the conclusion of the next Annual General Meeting; and 
 
   5. the Company may enter into a contract or contracts to purchase shares 
      under this authority before the expiry of the authority which will or may 
      be executed wholly or partly after the expiry of the authority, and may 
      make a purchase of shares in pursuance of 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. 
 
 
 
   11.    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. 
 
   17 May 2017 
 
   For further information please contact: 
 
   Albion Ventures LLP 
 
   Tel: [phone] 
 
   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: Kings Arms Yard VCT PLC via Globenewswire 
 
 
  http://www.sparkventures.com 
 

(END) Dow Jones Newswires

May 17, 2017 09:24 ET (13:24 GMT)

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