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RNS Number : 6052I
Ventus VCT plc
09 August 2019
Ventus VCT plc
Results of AGM and poll
The Annual General Meeting of Ventus VCT plc (the "Company") was
held at 12 noon on Thursday, 8 August 2019 at the offices of Howard
Kennedy LLP, No. 1 London Bridge, London, SE1 9BG. The results are
as follows.
Resolutions 1 to 5 were duly passed on a show of hands as
ordinary resolutions and resolution 17 was duly passed on a show of
hands as a special resolution:
Ordinary Resolutions
1. To receive the Company's audited Annual Report and Financial
Statements for the year ended 28 February 2019.
2. To declare a final dividend of 5.00p per ordinary share,
5.00p per "C" share and 2.50p per "D" share in respect of the year
ended 28 February 2019.
3. To approve the Directors' Remuneration Report for the year ended 28 February 2019.
4. To re-appoint BDO LLP as Auditor of the Company to hold
office until the conclusion of the next AGM at which accounts are
laid before the Company.
5. To authorise the Directors to determine the remuneration of the Auditor.
Special Resolution
17. That the Company be and is hereby generally and
unconditionally authorised to make market purchases within the
meaning of Section 693(4) of the Companies Act 2006 (the "Act") of
ordinary shares of 25p each, "C" shares of 25p each and "D" shares
of 25p each in the capital of the Company provided that:
(i) The maximum aggregate number of shares hereby authorised to
be purchased is 2,444,501 ordinary shares, 1,698,233 "C" shares and
298,415 "D" shares, representing 14.99% of the current issued share
capital of each class;
(ii) The minimum price which may be paid for a share is 25p per share;
(iii) The maximum price, exclusive of any expenses, which may be
paid for a share is an amount equal to the higher of; (a) 105% of
the average of the middle market prices shown in the quotations for
a share in The London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which that
share is purchased; and (b) the amount stipulated by Article 5(1)
of the Buy-back and Stabilisation Regulation 2003;
(iv) The authority hereby conferred shall (unless previously
renewed or revoked) expire on the earlier of the AGM of the Company
to be held in 2020 and the date which is 18 months after the date
on which this resolution is passed; and
(v) The Company may make a contract or contracts to purchase its
own 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 its own shares in
pursuance of any such contract or contracts as if the authority
conferred hereby had not expired.
The table below indicates the proxy votes cast in advance of the
meeting for each of the resolutions passed on a show of hands.
Proxy votes cast were as follows:
Resolution For Against Withheld
Directors Report and Financial statements
1. and Auditor's Report 13,170,379 290,196 99,800
------------------------------------------ ----------- -------- ---------
Final dividend 5.00p per ordinary
share, 5.50p per "C" share and 2.50p
2. per "D" share 13,072,286 449,084 39,005
------------------------------------------ ----------- -------- ---------
3. Directors' Remuneration Report 12,678,527 655,531 226,317
------------------------------------------ ----------- -------- ---------
4. Re-appoint BDO LLP as auditor 12,783,934 563,106 213,335
------------------------------------------ ----------- -------- ---------
5. Remuneration of auditor 12,687,526 720,840 152,009
------------------------------------------ ----------- -------- ---------
17. Buy back shares 12,403,118 652,935 446,822
------------------------------------------ ----------- -------- ---------
A poll was called on resolutions 6 to 16, the following
resolutions were passed as ordinary resolutions on the results of
the poll vote:
6. To re-elect David Williams as a Director of the Company who
retires in accordance with the Company's articles of association
and, being eligible, offers himself for re-election.
7. To re-elect Jo Dixon as a Director of the Company who retires
in accordance with the Company's articles of association and, being
eligible, offers herself for re-election.
8. To re-elect Chris Zeal as a Director of the Company who
retires in accordance with the Company's articles of association
and, being eligible, offers himself for re-election.
9. To re-elect Lloyd Chamberlain as a Director of the Company
who retires in accordance with the Company's articles of
association and, being eligible, offers himself for
re-election.
The full results of the poll are below.
For Against Withheld
6. Re-elect David Williams 8,325,211 6,241,821 332,949
--------------------------------------- ---------- ---------- ---------
7. Re-elect Jo Dixon 7,921,077 6,619,988 357,386
--------------------------------------- ---------- ---------- ---------
8. Re-elect Chris Zeal 7,921,926 6,649,227 323,778
--------------------------------------- ---------- ---------- ---------
9. Re-elect Lloyd Chamberlain 8,378,810 6,186,575 325,316
--------------------------------------- ---------- ---------- ---------
10. Appoint Nicholas Curtis 7,236,335 7,316,136 350,060
--------------------------------------- ---------- ---------- ---------
11. Appoint Andrew Garrad 6,997,464 7,542,368 360,149
--------------------------------------- ---------- ---------- ---------
12. Appoint Richard Roth 6,918,744 7,621,088 360,149
--------------------------------------- ---------- ---------- ---------
13. Remove Jo Dixon 6,966,999 7,562,304 363,066
--------------------------------------- ---------- ---------- ---------
14. Remove David Williams 6,688,731 7,848,184 363,066
--------------------------------------- ---------- ---------- ---------
15. Remove Chris Zeal 6,877,592 7,501,455 360,516
--------------------------------------- ---------- ---------- ---------
Expenses of circulating requisitionist
16. resolutions be paid by the Company 6,937,609 7,492,043 462,385
--------------------------------------- ---------- ---------- ---------
The Board notes that while resolutions 6, 7, 8 and 9 were
passed, a significant number of shareholders opposed these
resolutions. The Board are disappointed with this outcome and will
seek to reflect carefully on feedback from shareholders to
understand more fully the reasons for the opposition to these
resolutions.
An update on the consultation process will be made in accordance
with the UK Corporate Governance Code, within six months of the
AGM.
In line with the Board's recommendation the Requisitioned
Resolutions (resolutions 10 to 16 were not passed following the
results of the poll. For reference the full text of resolutions 10
to 16 are stated below.
10. That Nicholas Curtis, having consented to act, be and is
hereby appointed as a director of the Company.
11. That Andrew Garrad, having consented to act, be and is
hereby appointed as a director of the Company.
12. That Richard Roth, having consented to act, be and is hereby
appointed as a director of the Company.
13. That, pursuant to section 168 of the Companies Act 2006 and
article 73.1 of the Company's articles of association, Josephine
Dixon be and is hereby removed as a director of the Company.
14. That, pursuant to section 168 of the Companies Act 2006 and
article 73.1 of the Company's articles of association, David James
Williams be and is hereby removed as a director of the Company.
15. That, pursuant to section 168 of the Companies Act 2006 and
article 73.1 of the Company's articles of association, Christopher
John Zeal be and is hereby removed as a director of the
Company.
16. That, in accordance with the provisions of section 316 (2)
(a) and 340 (2) (a) of the Companies Act 2006, the expenses of the
Company in complying with sections 315 and 339 of the Companies Act
2006 in respect of the above resolutions (and accompanying
statement contained in the Appendix to this notice) be paid by the
Company (rather than the members who requested circulation of the
same) (and, to the extent that any sum has been paid by those
members to the Company in accordance with sections 316(2)(b) and/or
340 (2)(b) of the Companies Act 2006, such sum shall be reimbursed
to those members).
For further information, please contact: The City Partnership
(UK) Limited on 0131 243 7215.
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END
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