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20 Apr 2012 13:09
Maven Income and Growth VCT 3 PLC
Minutes of a Meeting of Directors of the Company held by telephone on Wednesday 18 April 2012 at 4.30 p.m.
Present: Mr W G Michie (in the Chair)
Mr A Craig
Mr A Murison
Mr W R Nixon
Mr S Wood
In attendance: Maven Capital Partners UK LLP, Secretary, represented by Ms R O'Neil
1. Quorum and Declaration of Interests
The Chairman announced the presence of a quorum and that in accordance with the Articles of Association of the Company a Director could participate in a Meeting of the Board by telephone. Accordingly, the Chairman declared the Meeting duly convened and competent to proceed to business.
Each of the Directors declared his interests in the matters to be transacted at the Meeting. The Chairman noted that in terms of the Articles of Association of the Company, each of the Directors could, following his declaration of interests, be counted in the quorum and vote on the matters to be transacted at the Meeting notwithstanding his interests.
2. Purpose of the Meeting
The Chairman explained that valid applications totalling £112,339.06 had been received from investors under the Offer for Subscription (the Offer) in respect of the 2012/2013 tax year. Under the terms of the Offers Document dated 7 December 2011, these applications represented 134,182 Ordinary Shares and it was proposed that such applications should be accepted and Ordinary Shares allotted to the successful applicants.
3. Allotment of Ordinary Shares under the Offer
A schedule (the Applications Schedule) prepared by Capita Registrars detailing those applicants who had applied to subscribe for Ordinary Shares under the Offer during the period from 5 April 2012 to 18 April 2012 (the Third Closure Period) was tabled to the Meeting. It was noted that during the Third Closure Period, the Company had received applications from investors to subscribe for 134,182 Ordinary Shares under the Offer (including in respect of commission waived by financial advisers on those applications and the early investment incentive) in respect of the 2012/2013 tax year.
It was noted that cheques and/or bankers' drafts in the appropriate amounts had been received by Capita Registrars in respect of the Applications, but that not all of such cheques and/or bankers' drafts had cleared as of the time and date of the Meeting. It was further noted that the Board had a general and unconditional authority to allot equity securities under the Offer up to a nominal amount of £294,166 as if section 561(1) of the Companies Act 2006 did not apply.
Having carefully considered the Applications Schedule, it was agreed and resolved that, conditional in each case on (i) the receipt of cleared funds under each Application and (ii) the Ordinary Shares being admitted to the Official List of the UK Listing Authority and to trading on the main market of London Stock Exchange plc:
3.1.1. the Applications in the names of the persons set out in the Applications Schedule be accepted in full with immediate effect;
3.1.2. 134,182 Ordinary Shares in aggregate be allotted to the successful applicants under the Offer;
3.1.3. Capita Registrars be and is hereby authorised and instructed to prepare and despatch share and tax certificates to the successful applicants or to instruct credits to the appropriate CREST accounts of the successful applicants and to insert details of each such applicant in the Register of Allotments and the Register of Members of the Company;
3.1.4. the Secretary be authorised to make applications to the UK Listing Authority and London Stock Exchange plc for such Ordinary Shares to be admitted to the Official List and to trading on the main market of London Stock Exchange plc and to arrange for any necessary announcements to be made to a Regulatory Information Service in connection with the allotment; and
3.1.5. the Secretary was instructed to file a Form SH01 at Companies House in respect of the allotment of Ordinary Shares under the Offer.
There being no further business, the Meeting then concluded.