10th Jul 2009 18:06
Edge Performance VCT plc
(Registration number 5558025)
Notice of Resolutions Passed
At an annual general meeting of Edge Performance VCT plc (the "Company") duly convened and held at the offices of Howard Kennedy, 19 Cavendish Square, London W1A 2AW at 10.30 am on 29 June 2009 the following resolutions were duly passed as ordinary and special resolutions respectively:
Ordinary Resolutions
1. To receive the Directors' and the Independent Auditors' Reports and the Company's financial statements for the year ended 28 February 2009.
2. To declare (i) a final dividend of 64.8p per ordinary share, such dividend to be paid on 30 June 2009 to all ordinary shareholders on the Company's register of members as at close of business on 26 June 2009, and (ii) a final dividend of 7p per D share, such dividend to be paid on 23 November 2009 to all D shareholders on the Company's register of members as at close of business on 13 November 2009.
(Explanatory note: the above dividend of 64.8p per ordinary share is represented by 67.25p per share less performance fees of 2.45p per share payable to the Company's investment manager and the Chairman.)
3. To approve the Directors' Remuneration Report for the year ended 28 February 2009.
4. To re-elect Sir Robin Miller as a director of the Company.
5. To re-appoint Scott-Moncrieff as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
6. To authorise the Directors to fix the remuneration of the auditors.
Special Resolutions
7. In substitution for any existing power under Section 95 of the Companies Act 1985 as amended (the "Act"), but without prejudice to the exercise of any such power prior to the date hereof, the Directors be and are hereby empowered during the period commencing on the passing of this Resolution and expiring at the conclusion of the Company's 2010 annual general meeting, or on the expiry of 15 months from the date of the passing of this Resolution, whichever is the earlier (unless previously revoked, varied or extended by the Company in general meeting pursuant to Section 95 of the Act), to allot equity securities (as defined in Section 94(2) to Section 94(3A) of the Act) for cash, pursuant to the authority given in accordance with Section 80 of the Act, as if Section 89(1) of the Act did not apply to any such allotment provided that this power is limited to the allotment of equity securities in connection with:-
(i) the offer for subscription of E shares;
(ii) an offer of securities by way of rights; and
(iii) the allotment for cash (otherwise than pursuant to sub-paragraph (i) and (ii) above) of equity securities up to an aggregate nominal amount of 10% of the listed E share capital of the Company as at the date of the final closing of the Offer; and
(iv) the allotment of up to 25 million Deferred Shares but so that this authority shall allow the Company to make offers or agreements before the expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the powers conferred hereby had not so expired.
8. The Company be and is hereby generally and unconditionally authorised for the purpose of section 166 of the Act to make one or more market purchases (as defined in section 163 of the Act) of ordinary shares, C shares, D shares and E shares provided that:
(i) such authority is limited to the purchase of 14.99 per cent of the issued ordinary share capital, 14.99 per cent of the issued C share capital, 14.99 per cent of the issued D share capital, in each case as immediately prior to the passing of this Resolution, and to the purchase of 14.99 per cent of the issued E share capital as at the date of the final closing of the offer for subscription of E shares;
(ii) the minimum price which may be paid for such ordinary, C, D or E shares is 10p per share, the nominal amount of each such share;
(iii) the maximum price (exclusive of expenses) which may be paid for such ordinary shares, C shares, D shares or E shares shall be 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;
(iv) the Company may make a contract to purchase its own ordinary shares, C shares, D shares or E shares under this authority prior to the expiry of this authority, and the Company may make a purchase of its own ordinary shares, C shares, D shares or E shares in pursuance of any such contract;
and this power, unless previously varied, revoked or renewed, shall come to an end at the conclusion of the 2010 annual general meeting of the Company or, if earlier, on the expiry of 15 months from the date of the passing of this Resolution.
For further information, please contact:
Robin Smeaton, The City Partnership (UK) Limited, 0131 220 8226
Related Shares:
EDG.L