At an Annual General Meeting of Crown Place VCT PLC, duly convened and held at City of London Club, 19 Old Broad Street, London EC2N 1DS on 13 November 2012 the following resolutions were passed:
Ordinary resolutions numbers 1 to 6 were passed.
The following items of Special Business were passed (noted below by resolution number). Resolutions 8 to 10 were passed as special resolutions.
Special business
| 7. | The Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company up to a maximum aggregate nominal amount of £884,351 (which comprises 10 per cent. of the Ordinary share capital) such authority to expire on 13 May 2015, but so that the Company may, before the expiry of such period, make an offer or agreement which would or might require shares to be allotted after the expiry of such period and the Directors may allot shares pursuant to such an offer or agreement as if the authority had not expired; and all unexercised authorities previously granted to the Directors to allot relevant securities be, and are hereby, revoked. | |
| 8. | That subject to and conditional on the passing of resolution number 7, 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 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: | |
| (a) in connection with an offer of such securities by way of rights issue, open offer; (b) in connection with any Dividend Reinvestment Scheme introduced and operated by the Company; and (c) otherwise than pursuant to the sub-paragraphs above, in respect of the Ordinary shares, to an aggregate nominal amount of £884,351 (equal to 10 per cent. of the Ordinary share capital); | ||
and shall expire 18 months from the date of this resolution, or at the conclusion of the next Annual General Meeting, whichever is earlier, 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.
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 fractional entitlements or legal or practical difficulties under the laws of, or the requirement of any recognised regulatory body or any stock exchange in, any territory.
This power applies in relation to a sale of 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 7" were omitted.
| 9. | That, subject to and in accordance with the Company's Articles of Association, the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 10p 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 13,256,417 Ordinary shares (representing approximately 14.99 per cent of the issued Ordinary shares as at the date of this Notice); (b) the minimum price, exclusive of any expenses, which may be paid for an Ordinary share is 10p; (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 eighteen 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 number 9 is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.
| 10. | 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. |
14 November 2012
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