17 Nov 2021 11:49
New Century AIM VCT Plc
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Letter from the Chairman | 2-3 |
Notice of meeting | 4 |
Form of Proxy | 5 |
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Dear Shareholder
I have pleasure in sending notice of an Extraordinary General Meeting (“EGM”) for shareholders of New Century AIM VCT Plc (the “Company”), which will be held at the Honourable Artillery Company, Armoury House, City Road, London EC1Y 2BQ on Thursday 9 December 2021 at 12.00 p.m.
The business to be considered at the EGM is detailed in this document along with explanatory notes and appendices for the resolution set out in this notice.
This Letter also provides the latest information in relation to the arrangements for the EGM in light of the continuing COVID-19 situation.
Background
The Company held its annual general meeting on 26 August 2021.
Pursuant to article 163 of the Company’s articles of association (“Articles”), an ordinary resolution requesting that the Company’s shareholders approve the Company continue in being a venture capital trust was tabled at the meeting.
The resolution was not passed at the meeting with 70.3% of the votes cast at the AGM voting against the ordinary resolution.
In accordance with article 163 of the Articles, the board of directors (“Board”) is required to convene an Extraordinary General Meeting at which a special resolution will be proposed to wind up the Company (“Special Resolution”).
Board Recommendation
The Board is divided as to whether the passing of the Special Resolution would be in the best interests of the Company and the shareholders as a whole and is therefore unable to make a unanimous recommendation in respect of the Special Resolution.
As the Board does not agree on the best course of action regarding the Special Resolution, members of the Board will not be contacting individual shareholders in respect of the Special Resolution and the Board has agreed that there will be no further communication from Board members to shareholders in regard to the Special Resolution until the actual EGM.
I urge shareholders to vote on the Special Resolution, as the result of your vote on this resolution will determine the future course of action your Board will follow.
Director recommending the passing of the Special Resolution and winding up the Company
Mike Barnard directly or indirectly holds 2,159,035 shares in the Company which is equivalent to 27.5% of the issued share capital.
Directors recommending voting against the passing of the Special Resolution and not winding up the Company
Geoff Gamble directly or indirectly holds 97,125 shares in the Company which is equivalent to 1.2% of the issued share capital.
Simon Like directly or indirectly holds 8,800 shares in the Company which is equivalent to 0.1% of the issued share capital. In addition to being a director of the Company, Simon Like is a director and senior fund manager at Oberon Investments Limited, the Company’s investment manager and broker. Oberon Investments Limited is renumerated by the Company for these services.
Peter Riley directly or indirectly holds 59,185 shares in the Company which is equivalent to 0.8% of the issued share capital.
Directors offering no recommendation on the Special Resolution
Ian Cameron-Mowat directly or indirectly holds 110,904 shares in the Company which is equivalent to 1.4% of the issued share capital.
EGM
With Covid 19 still very much in the forefront of our minds I realise that shareholders may not wish to physically attend the EGM. In this case you will use the form enclosed to make your wishes known to the Board.
I would urge all shareholders who feel able to do so to attend the EGM details of which are enclosed as at the meeting questions will be welcomed and answered to the best of the Board's ability. Would shareholders who wish to attend the EGM please contact the Company Secretary by email in advance at CompanySecretarial@uk.tricorglobal.com
so we can make the proper arrangements.
Shareholders are urged to register their proxy votes electronically or by return of both Forms of Proxy which has been sent to shareholders who have opted to receive copies by post. Please return your forms as soon as possible and in any event prior to 12.00 p.m. on Tuesday 7 December 2021. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.
The formal business of the meeting will include a special resolution to voluntarily wind up the Company.
The Board appreciates that beyond voting on the formal business of the meeting, the EGM also serves as a forum for shareholders to raise questions and comments to the Board. Should shareholders wish to ask the Board any questions prior to the EGM, we request that they do so by email to: CompanySecretarial@uk.tricorglobal.com.
The voting result of the resolution put before the EGM will be announced as soon as possible following the EGM.
Thank you for your continued support.
Yours sincerely
Geoff Gamble
Chairman
16 November 2021
Notice of Extraordinary General Meeting
Notice is hereby given that an extraordinary general meeting of New Century AIM VCT PLC will be held at the Honourable Artillery Company, Armoury House, City Road, London EC1Y 2BQ on Thursday 9 December 2021 at 12.00 p.m. for the following purposes:
SPECIAL BUSINESS
To consider and if thought fit, pass the following resolution as a Special Resolution:-
1. WINDING UP THE COMPANY
To voluntarily wind up the Company.
By Order of the Board Registered Office:
4th Floor, 50 Mark Lane
London EC3R 7QR
Stephen Martin FCG
(for Tricor Secretaries Limited)
Company Secretary
16 November 2021
NOTES
a) A member entitled to attend and vote at the extraordinary general meeting may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member.
b) A form of proxy is enclosed which, to be effective, must be completed and delivered to the registrars of the company, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD so as to be received by no later than 48 hours before the time the extraordinary general meeting is scheduled to begin. The completion and return of the form of proxy will not affect the right of a member to attend and vote at the extraordinary general meeting.
Proxy Form
New Century AIM VCT PLC
Extraordinary General Meeting – Thursday 9 December 2021
I/We……………………………………………………………………………………………………………………
(block capitals please)
of……………………………………………………………………………………………………………………
being a member of New Century AIM VCT PLC, hereby appoint or failing him/her, the Chairman of the meeting, to be my/our proxy and vote for me/us on my/our behalf at the extraordinary general meeting of the company to be held on Thursday 9 December 2021 and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolutions set out in the notice of meeting:
Special Business
| For | Against | Withheld |
To voluntarily wind up the Company (Special Resolution) | | | |
Signed: ………………………………………….. Dated: …………………….…...………………2021
NOTES
A member wishing to appoint a person other than the Chairman of the meeting as proxy should insert the name and address of such person in the space provided.Use of the proxy form does not preclude a member from attending and voting in person.Where this form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised.If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes.To be valid, the proxy form must be received by the Registrars no later than 48 hours before the commencement of the meeting.
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