Br.smaller Cos. Regulatory News (BSV)

4 Jan 2007 11:42

British Smaller Companies VCT PLC04 January 2007 British Smaller Companies VCT plc Announcement At an Extraordinary General Meeting of British Smaller Companies VCT plc ("the Company")held on 4 January 2007 the following resolutions were duly passed and were separately approved at meetings of the holders of the Company's Ordinary shares and C shares: Ordinary Resolutions (1) THAT the authorised share capital of the Company be and is hereby increasedfrom £15,000,000 to £16,500,000 by the creation of 15,000,000 ordinary shares of10p each in the capital of the Company, having attached thereto the rights andprivileges and being subject to the limitations and restrictions set out in theArticles of Association of the Company; (2) THAT the Directors be and are hereby generally and unconditionallyauthorised in accordance with Section 80 of the Act to exercise all the powersof the Company to allot relevant securities (as defined in that Section) inconnection with (i) the Offers, up to an aggregate nominal amount of £1,500,000, (ii) an offer of securities by way of rights, (iii) the Subscription RightsAgreement or (iv) the allotment for cash (otherwise than pursuant tosub-paragraphs (i) to (iii) above) of equity securities up to an aggregatenominal amount of 10% of the issued Ordinary Share capital of the Companyimmediately following the final closing of the Offers and the conversion of the'C' Shares into Ordinary Shares, during the period commencing on the passing ofthis resolution and expiring on 3 January 2012 (unless previously revoked,varied or extended by the Company in general meeting), but so that thisauthority shall allow the Company to make before the expiry of this authorityoffers or agreements which would or might require relevant securities to beallotted after such expiry and that all previous authorities given to theDirectors in accordance with Section 80 of the Act be and they are herebyrevoked, provided that such revocation shall not have retrospective effect; Special Resolutions (3) THAT in substitution for any existing power under the Section 95 of the Act,but without prejudice to the exercise of any such power prior to the datehereof, the Directors be and are hereby empowered during the period commencingon the passing of this resolution and expiring at the conclusion of theCompany's next annual general meeting, or on the expiry of 15 months followingthe passing of the resolution, whichever is the earlier, (unless previouslyrevoked, varied or extended by the Company in general meeting pursuant toSection 95 of the Act), to allot equity securities (as defined in Section 94(2)to Section 94(3A) of the Act) for cash pursuant to the authority given inaccordance with Section 80 of the Act, pursuant to resolution 2 above, as ifSection 89(1) of the Act did not apply to any such allotment provided that thispower is limited to the allotment of equity securities in connection with:- (i) the Offers; (ii) an offer of securities by way of rights; (iii) the Subscription Rights Agreement; and (iv) the allotment for cash (otherwise than pursuant to sub-paragraph (i), (ii)and (iii) above) of equity securities up to an aggregate nominal amount of 10per cent. of the issued share capital of the Company immediately following thefinal closing of the Offers and the conversion of the 'C' Shares into OrdinaryShares, but so that this authority shall allow the Company to make offers or agreementsbefore the expiry and the Directors may allot equity securities in pursuance ofsuch offers or agreements as if the powers conferred hereby had not so expired. This power applies in relation to a sale of shares which is an allotment ofequity securities by virtue of Section 94(3A) of the Act as if in the firstparagraph of this resolution the words "pursuant to the authority conferred byresolution 2 above" were omitted; (4) THAT in substitution for any existing authority but without prejudice to theexercise of any such power prior to the date hereof, the Company be generallyand unconditionally authorised to make one or more market purchases (within themeaning of Section 163(3) of the Companies Act 1985) of Ordinary Shares providedthat: (i) the maximum aggregate number of Ordinary Shares authorised to be purchasedis such number thereof being 14.99% of the issued Ordinary Shares immediatelyfollowing the final closing of the Offers and the conversion of the 'C' Sharesinto Ordinary Shares; (ii) the maximum price which may be paid for an Ordinary Share is an amountequal to maximum amount permitted to be paid in accordance with the rules of theUK Listing Authority in force as at the date of purchase; (iii) the minimum price which may be paid for an Ordinary Share is theirrespective nominal value; (iv) this authority shall take effect from 4 January 2007 and shall expire atthe conclusion of the Company's next annual general meeting, or on the expiry of15 months following the passing of the resolution, which ever is the earlier;and (v) the Company may make a contract or contracts to purchase Ordinary Sharesunder this authority before the expiry of the authority which will or may beexecuted wholly or partly after the expiry of the authority, and may make apurchase of Ordinary Shares in pursuance of any such contract or contracts; (5) THAT, subject to the sanction of the High Court, the share premium accountto be created upon the issue of the Ordinary Shares issued under the Offers becancelled; and (6) THAT the Articles of Association of the Company be and are hereby amended bydeleting the words, "At the seventh annual general meeting of the Company" inthe first sentence of Article 158 thereof and replacing such words with thefollowing, "At the annual general meeting of the Company held in 2012". 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