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British Smaller Companies VCT is an Investment Trust

To maximise Total Return and provide investors with an attractive long-term tax-free dividend yield while maintaining the Company's status as a venture capital trust.

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Result of AGM

10 Sep 2020 13:31

RNS Number : 6533Y
British Smaller Companies VCT PLC
10 September 2020
 

BRITISH SMALLER COMPANIES VCT PLC

RESULT OF ANNUAL GENERAL MEETING

British Smaller Companies VCT plc (the "Company") announces that at the Annual General Meeting of the Company held on 10 September 2020 the following resolutions proposed at the meeting ("Resolutions") were duly passed.

 

In accordance with the Company's obligations under Listing Rule 9.6.2, copies of the Resolutions passed at the Annual General Meeting will be submitted to the National Storage Mechanism and will shortly be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Ordinary Resolutions

 

(1) That the annual report and accounts for the year ended 31 March 2020 be received.

 

(2) That the Directors' Remuneration Report for the year ended 31 March 2020 be approved other than the part of such report containing the Directors' Remuneration Policy.

 

(3) That the Directors' Remuneration Policy for the year ended 31 March 2020 contained in the Directors' Remuneration Report for the year ended 31 March 2020 be approved.

 

(4) That Ms H Sinclair be re-elected as a director.

 

(5) That Mr R Cook be re-elected as a director.

 

(6) That Mr A C N Bastin be re-elected as a director

 

(7) That Mr J H Cartwright be re-elected as a director

 

(8) That BDO LLP be re-appointed as auditor to the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and that the directors be authorised to fix their remuneration.

 

(9) That the directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £5,000,000, during the period commencing on the passing of this Resolution and expiring on the later of 15 months from the passing of this Resolution or the next Annual General Meeting of the Company (unless 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 shares in the Company to be allotted, or rights to subscribe for or to convert any security into shares to be granted, after such expiry and that all previous authorities given to the directors be and they are hereby revoked, provided that such revocation shall not have retrospective effect.

 

(10) That, in addition to the authority granted to the directors pursuant to resolution 10 at the Annual General Meeting of the Company held on 22 July 2014, the directors of the Company, be and are hereby authorised, pursuant to article 166 of the Company's articles of association, to extend their ability to offer holders of shares in the Company, pursuant to the Company's dividend re-investment scheme, the right to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part to be determined by the directors) of all or any dividend declared during the period commencing on 1 January 2021 and ending at the commencement of the Annual General Meeting in 2023.

 

Special Resolutions

 

(11) That the directors be and are hereby empowered in accordance with Section 570(1) of the Act during the period commencing on the passing of this Resolution and expiring at the conclusion of the Company's next Annual General Meeting, or on the expiry of 15 months following the passing of this Resolution, whichever is the later, (unless previously revoked, varied or extended by the Company in general meeting), to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the general authority conferred upon the directors in Resolution 9 above as if Section 561 of the Act did not apply to any such allotment provided that this power is limited to the allotment of equity securities in connection with the allotment for cash of equity securities up to an aggregate nominal amount of £5,000,000, but so that this authority shall allow the Company to make offers or agreements before the expiry and the directors may allot securities in pursuance of such 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 of equity securities by virtue of Section 560(3) of the Act (treasury shares) as if in the first paragraph of this Resolution the words "pursuant to the general authority conferred upon the directors in Resolution 9 above" were omitted.

 

(12) That in substitution for any existing authority but without prejudice to the exercise of any such power prior to the date hereof, 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 10 pence in the capital of the Company provided that:

a. The maximum aggregate number of ordinary shares that may be purchased is 20,672,266 being 14.99 per cent of the issued ordinary shares (excluding treasury shares) as at 24 June 2020;

b. The maximum price (excluding expenses) which may be paid for an ordinary share is an amount equal to the maximum amount permitted to be paid in accordance with rules of the UK Listing Authority in force as at the date of purchase;

c. The minimum price (excluding expenses) which may be paid for an ordinary share is its nominal value;

d. This authority shall take effect from 10 September 2020 and shall expire at the conclusion of the Company's Annual General Meeting in 2023 or on 10 September 2023, whichever is the later; 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.

 

(13) That the articles of association produced to the Annual General Meeting, and for the purposes of identification initialled by the Chairman of the Company, be adopted as the articles of association of the Company.

 

Proxy votes received were:

 

 

Resolution

 

%

For

 

%

Discretion

%

For and Discretion

 

% Against

 

Shares Withheld

Ordinary Resolutions

 

 

 

 

 

1.

To receive the annual report and accounts

93.32%

5.95%

99.27%

0.73%

-

2.

To approve the Directors' Remuneration Report

89.51%

5.94%

95.45%

4.55%

322,057

3.

To approve the Directors' Remuneration Policy

88.16%

7.09%

95.25%

4.75%

290,850

4.

To re-elect Ms H Sinclair as a director

91.67%

4.88%

96.55%

3.45%

66,264

5.

To re-elect Mr R Cook as a director

91.69%

6.74%

98.43%

1.57%

107,852

6.

To re-elect Mr A C N Bastin as a director

91.17%

6.75%

97.92%

2.08%

110,944

7.

To re-elect Mr J H Cartwright as a director

90.92%

6.75%

97.67%

2.33%

124,374

8.

To re-appoint BDO LLP as auditor

91.04%

7.12%

98.16%

1.84%

84,153

9.

To authorise the directors to allot shares

92.70%

5.96%

98.66%

1.34%

15,248

10.

To continue the Dividend Reinvestment Scheme

94.01%

4.83%

98.84%

1.16%

29,233

Special Resolutions

 

 

 

 

 

11.

To waive pre-emption rights in respect of the allotment of shares

85.18%

7.99%

93.17%

6.83%

77,235

12.

To authorise the Company to make market purchases of its own shares

83.16%

5.89%

89.05%

10.95%

3,105

13.

To approve the revised Articles

90.35%

6.76%

97.11%

2.89%

138,215

 

10 September 2020

For further information, please contact:

David Hall YFM Private Equity Limited Tel: 0113 244 1000

Alex Collins Panmure Gordon (UK) Limited Tel: 0207 886 2767

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
RAGSFUFESESSEEU
Date   Source Headline
26th Jun 20093:42 pmRNSAnnual Financial Report - Replacement
26th Jun 20092:23 pmRNSAnnual Financial Report Announcment
11th Feb 200911:33 amRNSIssue of Equity and Total Voting Rights
20th Jan 20099:50 amRNSInterim Management Statement
15th Jan 20094:09 pmRNSIssue of Equity and New Articles - Amendment
15th Jan 20091:46 pmRNSIssue of Equity and New Articles
16th Dec 20088:47 amRNSInterim Report and Circular to Shareholders
20th Nov 200811:00 amRNSHalf Year Financial Statements
1st Oct 20089:16 amRNSTransaction in Own Shares
8th Aug 20089:33 amRNSInterim Management Statement
7th Aug 20084:39 pmRNSAGM Statement
15th Jul 20084:08 pmRNSAnnual Report and Accounts
11th Jul 200811:31 amRNSPurchase of Own Shares and To
3rd Jul 20088:47 amRNSUnaudited Preliminary Results
1st Jul 20089:59 amRNSDirector Change
1st May 20083:48 pmRNSIssue of Equity
7th Apr 20083:53 pmRNSAllotment of shares and TVR
3rd Apr 20084:31 pmRNSCirc re. Fund Manager
1st Apr 200812:53 pmRNSPurchase of shares and TVR
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20th Feb 20083:21 pmRNSPurchase of own shares & TVR
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24th Jan 20084:11 pmRNSInterim Management Statement
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30th Nov 20071:21 pmRNSPurchase of shares and TVR
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6th Sep 20079:37 amRNSAnnouncement re Cozart plc
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9th Aug 20079:53 amRNSInterim Management Statement
8th Aug 200712:47 pmRNSPurchase of Own Shares
1st Aug 20071:55 pmRNSIssue of Equity
29th Jun 20074:54 pmRNSTotal Voting Rights
29th Jun 20074:50 pmRNSTransaction in Own Shares
22nd Jun 200712:28 pmRNSTotal Voting Rights
12th Jun 20072:42 pmRNSFinal Results
16th May 20079:21 amRNSConversion of Securities
9th May 20073:48 pmRNSConversion of Securities
30th Apr 20075:08 pmRNSTotal Voting Rights
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5th Apr 20074:30 pmRNSIssue of Equity
30th Mar 20079:33 amRNSTotal Voting Rights
22nd Mar 200711:28 amRNSTransaction in Own Shares
5th Mar 20071:04 pmRNSPurchase of Own Shares
31st Jan 20072:47 pmRNSTotal Voting Rights
31st Jan 200712:17 pmRNSPurchase of Own Shares
18th Jan 200710:46 amRNSNet Asset Value(s)
4th Jan 200711:42 amRNSEGM Statement
22nd Dec 200611:54 amRNSTransparency Directive

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