20 Dec 2007 16:24
Chelverton Growth Trust PLC (the "Company") RESULT OF AGM
The Company announces that at the annual general meeting held earlier today, all resolutions were approved by shareholders.
The following special resolutions were passed:
8.THAT the Directors be empowered pursuant to Section 95(1) of the Companies Act 1985 to allot equity securities (as defined in Section 94(2) of the Companies Act 1985) pursuant to the authority granted at the Annual General Meeting held on 14 December 2004 as if Section 89(1) of the Companies Act 1985 did not apply to any such allotment provided that this power be limited to the allotment of equity securities (including any issue (other than to an employee share scheme) of shares for cash out of treasury) up to an aggregate nominal amount of ‚£17,500 and shall expire on the date which is fifteen months after the date of passing of this resolution or the conclusion of the next Annual General Meeting of the Company, whichever is the earlier, save that the Company may, before the expiry of such power, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had not expired.
9.THAT, subject to the passing of Resolution 8 above, the Company be authorised, for the purposes of paragraph 15.4.23 of the Listing Rules of the United Kingdom Listing Authority, to issue Ordinary shares of 1p each in the Capital of the Company at a price below net asset value per share of the existing Ordinary shares in issue provided always that such issue shall be limited to:
i) up to an aggregate nominal amount of ‚£17,500.
ii)the sale of shares which, immediately before such sale, were held by the Company as treasury shares.
10. THAT the Company is hereby generally and unconditionally authorised in accordance with Section 166 of the Companies Act 1985 ("the Act") to renew its authority to make market purchases (within the meaning of Section 163(3) of the Act) of Ordinary shares of 1p each in the capital of the Company ("Ordinary shares"), provided that:
(i) the maximum number of Ordinary shares hereby authorised to be purchased shall be 2,623,250 (or, if less, 14.99% of the issued Ordinary share capital immediately following the passing of this resolution);
(ii) the minimum price which may be paid for each Ordinary share is 1p;
iii) the maximum price which may be paid for each Ordinary share is, in respect of a share contracted to be purchased on any day, an amount equal to 105 per cent. of the average of the middle market quotations for Ordinary shares taken from London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which the contract of purchase is made;
(iv)this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this resolution is passed or, if earlier, fifteen months after that date; and
(v)the Company may make a contract to purchase Ordinary shares under the authority conferred by this resolution before this authority expires, such contract which will or may be executed wholly or partly after the expiry of this authority.
11.THAT, in addition to the authority given to the Company to purchase its Ordinary shares of 1p each ("Shares") pursuant to the resolution number 10 above and in accordance with the terms and conditions contained in a Tender Offer Circular issued on 23 November 2007 by the Company and the accompanying Tender Form (together the "Terms and Conditions"), the Company be and is hereby authorised in accordance with section 166 of the Act to make market purchases (within the meaning of section 163 of the Act) of its Shares, provided that:
(a)the maximum number of Shares hereby authorised to be purchased shall not exceed 15% of the Shares in issue as at the date hereof (excluding any Shares held in Treasury);
(b)the price which may be paid for a Share shall be the Tender Price (as defined in the Terms and Conditions); and
(c)the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may, prior to such expiry, enter into a contract to purchase Shares which will or may be completed or executed wholly or partly after such expiry.
Save as expressly provided in this resolution, words defined in the Terms and Conditions shall bear the same meanings in this resolution.
12.The Articles of Association of the Company be and are hereby amended by the deletion of Article 164 in its entirety, and the substitution of the following therefor:
"Duration of the Company164. Duration of the Company
164.1 At the Annual General Meeting of the Company in 2011 the Directors shall ensure that a special resolution is proposed to the effect that the duration of the Company shall continue for a further three years (a "Continuance Resolution"). In the event that a Continuance Resolution is passed, the Directors shall ensure that a further Continuance Resolution is proposed at a general meeting of the Company to be held no later than three years after the date on which the previous Continuance Resolution was passed.
164.2 In the event that any Continuance Resolution fails to be passed at any general meeting of the Company, at which it is proposed in accordance with Article 164.1, the Directors shall conduct the Company's affairs so as to arrange an orderly wind-up of the Company's affairs and shall ensure that a resolution to effect a voluntary wind-up of the Company shall be proposed at a general meeting of the Company by no later than the third anniversary of the date on which the relevant Continuance Resolution failed to be passed.
164.3 At a general meeting called pursuant to Article 164.2 above those holders of ordinary shares who (being individuals) are present in person or by proxy or (being corporations) are present by proxy or by a representative duly authorised (not being himself a member entitled to vote) and entitled to vote and who vote in favour of the resolution proposed to wind up the Company voluntarily shall on a poll collectively have such total number of votes as is one more than the number of votes which are required to be cast on such poll for the said resolution to be carried, and upon such resolution being passed then the Company shall be wound up accordingly."
20 December 2007
CHELVERTON GROWTH TRUST PLC