8th Nov 2007 07:00
Edge Performance VCT PLC07 November 2007 EDGE PERFORMANCE VCT plc (the "Company") Notification of Resolutions passed at General and Class Meetings held on 5November 2007 The undernoted resolutions were passed at each of an extraordinary generalmeeting, a class meeting of holders of ordinary shares and a class meeting ofholders of C shares which were held on 5 November 2007. Ordinary Resolutions THAT: (a) the authorised share capital of the Company be and is hereby increased from£31,980,100 to £40,500,000 by the creation of 5,200,000 C Shares, 60,000,000 DShares in the capital of the Company and 19,999,000 Deferred Shares, havingattached thereto the rights and privileges and being subject to the limitationsand restrictions set out in the Articles of Association of the Company to beadopted pursuant to resolution (f); (b) the Directors be and are hereby generally and unconditionally authorised inaccordance with Section 80 of the Act to exercise all the powers of the Companyto allot relevant securities (as defined in that Section) in connection with (i)the Offer, up to an aggregate nominal amount of £4,000,000, (ii) the allotmentfor cash (otherwise than pursuant to sub-paragraph (i) above) of equitysecurities up to an aggregate nominal amount of 10% of the issued share capitalof the Company immediately following the final closing of the Offer; theallotment of up to 11,671,401 C Shares, up to 20,000,000 D Shares and up to20,000,000 Deferred Shares during the period commencing on the passing of thisresolution and expiring on 5 November 2012 (unless previously revoked, varied orextended by the Company in general meeting), but so that this authority shallallow the Company to make before the expiry of this authority offers oragreements which would or might require relevant securities to be allotted aftersuch expiry and that all previous authorities given to the Directors inaccordance with Section 80 of the Act be and they are hereby revoked, providedthat such revocation shall not have retrospective effect; (c) the new discretionary management agreement proposed to be entered intobetween the Company and Edge Investment Management Limited, on the termssummarised in the Circular, be and is hereby approved; Special Resolutions THAT: (d) in substitution for any existing power under the Section 95 of the Act, butwithout 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 thepassing of this resolution and expiring at the conclusion of the Company's 2008annual general meeting, or on the expiry of 15 months following the passing ofthe resolution, whichever is the earlier, (unless previously revoked, varied orextended 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 theAct) for cash pursuant to the authority given in accordance with Section 80 ofthe Act, pursuant to resolution (b) above, as if Section 89(1) of the Act didnot apply to any such allotment provided that this power is limited to theallotment of equity securities in connection with:- (i) the Offer; (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 issued share capital of the Company immediately following the final closing date of the Offer (iv) the allotment of up to 11,671,401 C Shares; and (v) the allotment of up to 20,000,000 Deferred Shares; and (vi) the allotment of up to 20,000,000 D Shares. but so that this authority shall allow the Company to make offers or agreementsbefore the expiry and the Directors may allot equity securities in pursuance ofsuch offers or agreements as if the powers conferred hereby had not so expired. This power applies in relation to a sale of shares which is an allotment ofequity securities by virtue of Section 94(3A) of the Act as if in the firstparagraph of this resolution the words "pursuant to the authority conferred byresolution (b) above" were omitted; (e) subject to the sanction of the High Court, the share premium account to becreated upon the issue of the D Shares issued under the Offer be cancelled; and (f) the Articles of Association of the Company be and are hereby replaced intheir entirety by a new set of Articles of Association which shall be availablefor inspection by shareholders at the registered office of the Company duringthe period from the date of this Notice until the time fixed for the Meeting. For further information, please contact Robin Smeaton, 0131 220 8226. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
EDG.L