14 Aug 2020 11:46
Pembroke VCT plc
Results of General Meeting and Ordinary Share Class Meeting
General Meeting
At a General Meeting of Pembroke VCT plc (the "Company") held on Friday 14 August 2020 at 9.00am, the following resolutions were duly passed:
Ordinary Resolution
1. THAT, subject to the passing of Resolution 2 at the General Meeting, the Deed of Amendment and Restatement, as defined in, and details of which are set out in, the circular issued to the Company's shareholders dated 16 July 2020, be and is hereby approved.
Special Resolution
2. THAT, subject to the passing of Resolution 1 at the General Meeting and the Resolution at the Ordinary Share Class Meeting, the articles of association produced to the meeting and initialled by the Chairman for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.
For the purpose of the above resolutions, words and expressions defined in the circular issued to the Company's shareholders dated 16 July 2020 (the "Circular") shall have the same meanings in these resolutions, save where the context requires otherwise.
Both resolutions were put to the vote on a poll and the poll results are as follows:
Resolution | For | Against | VoteWithheld | |
1 |
To approve the Deed of Amendment and Restatement.
| 10,868,832 | 184,721 | 64,936 |
2 |
To adopt the new articles of association.
| 12,315,160 | 273,156 | 64,163 |
Ordinary Share Class Meeting
At the Ordinary Share Class Meeting of Pembroke VCT plc (the "Company") held on Friday 14 August 2020 at 9.15am, the following resolution was duly passed:
Special Resolution
THAT the articles of association produced to the meeting and initialled by the Chairman for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.
The resolution was put to the vote on a poll and the poll results are as follows:
Resolution | For | Against | VoteWithheld |
To adopt the new articles of association
| 6,474,300 | 36,000 | 10,000 |
The Company announces that following the passing of the above resolutions, the conversion (the "Conversion") of the Company's ordinary shares of 1p each ("Ordinary Shares") into B Ordinary shares of 1p each ("B Shares") will take place in accordance with the Company's articles of association.
The expected timetable for the Conversion is as follows:
25 August 2020 | Final expected date for trading of Ordinary Shares
|
25 August 2020 (after 5pm) | Conversion calculation date and record date for calculating Ordinary Shareholders entitlements under the Conversion
|
26 August 2020 (7.30am) | Dealings in Ordinary Shares suspended
|
26 August 2020 | Conversion Date
|
27 August 2020 (8.00am) | Admission of B Shares resulting from Conversion
|
27 August 2020 | Removal of the listing of the Ordinary Shares
|
By 9 September 2020 | Despatch of B Share certificates to former Ordinary Shareholders
|
A further announcement will follow confirming the number of B Shares arising as a result of the Conversion.
For further details about the Company please either visit the Company's website:
Pembroke VCT plc www.pembrokevct.com
or contact:
Pembroke Investment Managers LLP (Manager)
020 7766 2836
Andrew Wolfson
The City Partnership (UK) Limited (Company Secretary)
0131 243 7210
Doreen Nic
Share Communications
07866 639014
Zoe Powell