VEN3 Ventus Vct 3

 

TIDMVEN3 
 
RNS Number : 5268V 
Ventus 3 VCT PLC 
10 July 2009 
 
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Ventus 3 VCT plc 
(Registration number 5667211) 
 
 
 
 
Notice of Resolutions Passed 
 
 
At an annual general meeting of Ventus 3 VCT plc (the "Company") duly convened 
and held at the offices of Climate Change Capital, 3 More London Riverside, 
London SE1 2AQ at 12.30pm on 1 July 2009 the following resolutions were duly 
passed as ordinary and special resolutions respectively: 
 
 
 
 
Ordinary Resolutions 
 
 
1.    To receive the Company's audited Annual Report and Financial Statements 
for the year ended 28 
 

      February 2009. 

 
 
2.    To declare a final dividend of 1.50p per ordinary share in respect of the 
year ended 28 February 2009. 
 
 
3.    To approve the Directors' Remuneration Report for the year ended 28 
February 2009. 
 
 
4.    To re-elect Mr Paul Thomas as a Director of the Company. 
 
 
5.    To re-elect Mr David Pinckney as a Director of the Company. 
 
 
6.    To appoint PKF (UK) LLP as Auditor of the Company to hold office until the 
conclusion of the next 
 

      general meeting at which accounts are laid 

before the Company. 
 
 
7.    To authorise the Directors to determine the remuneration of the Auditor. 
 
8.   (i)    That the Directors be and are hereby generally and unconditionally 
authorised in accordance with section 80 of the Companies Act 1985 (as amended) 
(the "Act") to exercise all the powers of the Company to allot relevant 
securities (as defined in that section) up to an aggregate nominal amount of 
GBP931,079 (3,724,318 shares of 25p each) during the period commencing on the 
passing of this resolution and expiring on the earlier of the date of the AGM of 
the Company to be held in 2010 and the date which is 18 months after the date on 
which this resolution is passed (unless the authority is previously revoked, 
varied or extended by the Company in general meeting) but so that this authority 
shall allow the Company to make, before the expiry of this authority, offers or 
agreements which would or might require relevant securities to be allotted after 
such expiry; and 
          (ii)    That all previous authorities given to the Directors in 
accordance with section 80 of the Act be and 
     they are hereby revoked, provided that such revocation shall not have 
retrospective effect. 
 
 
 
 
 
 
 
 
Special Resolutions 
 
 
9.    The Directors be and are hereby empowered pursuant to Section 95(1) of the 
Act to allot or make offers or agreements to allot equity securities (which 
expression shall have the meaning ascribed to it in Section 94(2) of the Act) 
for cash pursuant to the authority given in accordance with Section 80 of the 
Act by the Resolution 8 set out in this notice of AGM as if section 89(1) of the 
Act did not apply to such allotment provided that this power shall expire on the 
date falling 18 months after the date of the passing of this resolution and 
provided further that this power shall be limited to the allotment and issue of 
equity securities in connection with: 
(i)    the allotment of equity securities with an aggregate nominal value of up 
to but not exceeding GBP279,324, representing 1,117,295 shares or 10% of the 
issued ordinary share capital, where the proceeds of the allotment are to be 
used in whole or in part to purchase the Company's Ordinary shares, and 
 (ii)the allotment of equity securities with an aggregate nominal value of up to 
but not exceeding GBP139,662, representing 558,648 or 5% of the issued ordinary 
share capital of the Company. 
 
 
10. That the Company be and is hereby generally and unconditionally authorised 
for the purpose of section 166 of the Act to make market purchases (as defined 
in section 163(3) of the Act) of ordinary shares of 25p each in the capital of 
the Company ("Ordinary Shares") provided that: 
(i)    The maximum aggregate number of Ordinary Shares hereby authorised to be 
purchased is an amount equal to 1,674,825 shares, representing 14.99% of the 
issued ordinary share capital of the Company; 
(ii)    The minimum price which may be paid for an Ordinary Share is 25p per 
share; 
(iii)    The maximum price, exclusive of any expenses, which may be paid for an 
Ordinary Share is an amount equal to the higher of; (a) 105% of the average of 
the middle market prices shown in the quotations for an ordinary share in The 
London Stock Exchange Daily Official List for the five business days immediately 
preceding the day on which that ordinary 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 2010 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 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 its own Ordinary Shares in pursuance of any such contract or 
contracts as if the authority conferred hereby had not expired. 
 
 
 
 
 
 
For further information, please contact: 
 
 
Robin Smeaton, The City Partnership (UK) Limited, 0131 220 8226 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 AGMGUURUMUPBGMU 
 

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