Pembroke VCT PLC Result of GM (9342N)

TIDMPEMV TIDMPEMB

RNS Number : 9342N

Pembroke VCT PLC

27 September 2019

Pembroke VCT plc

Results of General Meeting

At the General Meeting of Pembroke VCT plc (the "Company") held on Thursday 26 September 2019 at 9.00am, the following resolutions were duly passed:

Ordinary Resolution

1. THAT, in addition to any existing authorities, in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot:

a. B Ordinary Shares up to an aggregate nominal amount of GBP400,000 in connection with offer(s) for subscription; and

b. B Ordinary Shares in the capital of the Company for cash and otherwise than pursuant to sub-paragraph a. above, up to an aggregate nominal amount representing 20% of the issued B Ordinary Shares from time to time; and that, in connection with the use of the authority, the Directors may pay commission(s) including in the form of fully or partly paid shares in accordance with article 9 of the Articles and provided that this authority shall, unless renewed, extended, varied or revoked by the Company, expire on 25 December 2020 save that the Company may, before such expiry, make offers or agreements which would or might require B Ordinary Shares to be allotted and the Directors may allot B Ordinary Shares in pursuance of such offers or agreements notwithstanding that the authority conferred by this Resolution has expired.

Special Resolutions

2. THAT, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by Resolution 1 above as if section 561 of the Act did not apply to any such allotment, and so that:

a. reference to the allotment in this Resolution shall be construed with section 560 of the Act, and

b. the power conferred by this Resolution shall enable the Company to make offers or agreements before the expiry of the said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities in pursuance of such offers or agreements notwithstanding the expiry of such power.

3. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the Court Order is made confirming such cancellation, be and is hereby cancelled.

For the purpose of these Resolutions, words and expressions defined in the Circular shall have the same meanings in these Resolutions, save where the context requires otherwise.

Proxy votes cast were as follows:

 
Resolution                               For        Against  Vote 
                                                              Withheld 
   To authorise the allotment and issue 
1   of B Ordinary shares                 5,047,316  0        0 
   ------------------------------------  ---------  -------  --------- 
2  To disapply pre-emption rights        5,030,660  16,656   0 
   ------------------------------------  ---------  -------  --------- 
3  To cancel the share premium account   5,041,475  5,841    0 
   ------------------------------------  ---------  -------  --------- 
 

For further details about the Company please either visit the Company's website:

Pembroke VCT plc www.pembrokevct.com

or contact:

Pembroke Investment Managers LLP (Manager)

020 7766 2836

Andrew Wolfson

The City Partnership (UK) Limited (Company Secretary)

0131 243 7215

Doreen Nic

Cornerstone Communications

[phone]

Richard Acworth

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September 27, 2019 03:16 ET (07:16 GMT)