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Wednesday, 8 November 2017

AGM Statement

     

Published: 14:55 CET 08-11-2017 /GlobeNewswire /Source: Crown Place VCT PLC / : CRWN /ISIN: GB0002577434

AGM Statement

At an Annual General Meeting of Crown Place VCT PLC, duly convened at The City of London Club, 19 Old Broad Street, London EC2N 1DS on 8 November 2017 at 11:00 am 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 was passed as ordinary resolution and 8 to 11 were passed as special resolutions.

 

Special business

 

7. Authority to allot shares

The Directors be generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006 (the "Act"), to exercise the powers of the Company to allot shares or grant rights to subscribe for or to convert any securities into shares up to a maximum aggregate nominal amount of £3,242,220 (or £324,222 following the reduction in nominal value proposed by resolution number 11) (representing approximately 20 per cent. of the issued ordinary 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, at the conclusion of the next Annual General Meeting of the Company, but so that the Company may, before such 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 this authority had not expired.

 

8. 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 7 and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale.

 

Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.

 

This power 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, 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 this power had not expired.

 

 

 

9. 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 one or more market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 10p (or 1 penny following the reduction in nominal value proposed by resolution number 11) 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:

 

(a) the maximum aggregate number of shares authorised to be purchased is 14.99 per cent. of the issued Ordinary shares as at the passing of this resolution;

 

(b) the minimum price, exclusive of any expenses, which may be paid for an Ordinary share is 10p (or

1 penny following the reduction in nominal value proposed by resolution number 11);

 

(c) the maximum price, exclusive of any expenses that may be paid for each Ordinary share is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations as derived from the London Stock Exchange Daily Official List, for a share over the five business days immediately preceding the day on which the Ordinary share is purchased; and (b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;

 

(d) the authority hereby conferred shall, unless previously revoked or varied, expire at the conclusion of the next Annual General Meeting of the Company or 18 months from the date of the passing of this resolution, whichever is earlier; and

 

(e) the Company may make a contract or contracts to purchase Ordinary 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 Ordinary shares in pursuance of any such contract or contracts.

 

Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003, 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.

 

10. 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 at which they were bought in.

 

11. Reduction of share capital and cancellation of capital redemption and share premium reserves

 That:

 

(a) the share capital of the Company be reduced by cancelling and extinguishing 9 pence of the amount paid up or credited as paid up on each of the Ordinary shares of 10 pence each in the capital of the Company which are in issue at 6 pm on the day before the date of the final hearing of the Company's application to reduce its share capital and cancel its capital redemption and share premium reserves (the "Final Hearing");

 

(b) the amount standing to the credit of capital redemption and share premium reserves of the Company at 6 pm on the day before the date of the Final Hearing be and is hereby cancelled.

 

For further information please contact:
Albion Capital Group LLP
Tel: 020 601 1850

8 November 2017

 

LEI No 213800SYIQPA3L3T1Q68





This announcement is distributed by Nasdaq Corporate Solutions (One Liberty Plaza, 165 Broadway, New York, NY 10006. Tel: +1 212 401 8700. www.nasdaqomx.com) on behalf of Nasdaq Corporate Solutions clients. Source: Crown Place VCT PLC, 10 Crown Place, London EC2A 4FT, United Kingdom
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