AGM Statement
Crown Place VCT PLC
LEI No 213800SYIQPA3L3T1Q68
AGM STATEMENT
At an Annual General Meeting of Crown Place VCT PLC, duly convened and held at The Charterhouse, Charterhouse Square, London EC1M 6AN on 27 November 2019, the following resolutions were passed:
Ordinary resolutions numbers 1 to 6 were passed. The following items of Special business were passed, of which resolutions 7 and 8 were passed as ordinary resolutions and 9 and 10 were passed as special resolutions.
Special business
7. Increase in Directors’ aggregate remuneration
That the aggregate amount of the ordinary remuneration of the Directors under Article 74 of the Articles of Association of the Company be increased to an amount not exceeding £150,000 per annum.
The table below sets out the proxy votes which were cast in advance of the Meeting for the ordinary resolution passed on a show of hands.
| Resolution 7 | For | Against | Withheld | ||
| Votes | % Votes cast | Votes | % Votes cast | Votes | |
| Increase In directors’ aggregate remuneration | 7,098,152 | 76.74% | 2,151,765 | 23.26% | 490,556 |
The Board note that 76.74% of the votes cast were in favour of the ordinary resolution. However, 23.26% of shareholders voted against the resolution. In accordance with UK Corporate Governance, the Board will reflect carefully on feedback from shareholders to understand more fully the reasons for the opposition to this resolution.
An update on the review process will be made in accordance with the UK Corporate Governance Code within six months of the Meeting.
8. Authority to allot shares
That 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 an aggregate nominal amount of £414,341 (representing approximately 20 per cent. of the issued share capital as at the date of this Notice) provided that this authority shall expire 15 months from the date that this resolution is passed, or if earlier, at the conclusion of the next Annual General Meeting, 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 or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares pursuant to such an offer or agreement as if the authority had not expired.
9. Authority for the disapplication of pre-emption rights
That the Directors be empowered, pursuant to section 570 and 573 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 8 and/or to 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 15 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.
10. 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 market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 1 penny each in the capital of the Company (“Ordinary shares”), on such terms as the Directors think fit, provided always that:
(a) the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 31,054,880 shares or, if lower, such number of Ordinary shares representing 14.99 per cent. of the issued Ordinary share capital of the Company as at the date of the passing of this resolution;
(b) the minimum price, exclusive of any expenses, which may be paid for an Ordinary share is 1 penny;
(c) the maximum price, exclusive of any expenses, which may be paid for a share shall be an amount equal to the higher of (a) 105% of the average of the middle market quotations for the share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the date on which the 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, varied or renewed, expire 15 months from the date that this resolution is passed or, if earlier, at the conclusion of the next Annual General Meeting; and
(e) the Company may enter into a contract or contracts to purchase 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 shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.
27 November 2019
For further information please contact:
Albion Capital Group LLP
Company Secretary
Tel: 020 601 1850
