27 Sep 2018 16:41
Pembroke VCT plc
Results of General Meeting
At the General Meeting of Pembroke VCT plc (the "Company") held on Thursday 27 September 2018 at 9.00am, the following resolutions were duly passed:
Ordinary Resolutions
1. THAT, in addition to any existing authorities, in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot:
a. B Ordinary Shares up to an aggregate nominal amount of £400,000 in connection with offer(s) for subscription; and
b. B Ordinary Shares in the capital of the Company for cash and otherwise than pursuant to sub-paragraph a. above, up to an aggregate nominal amount representing 20% of the issued B Shares from time to time; and
that, in connection with the use of the authority, the Directors may pay commission(s) including in the form of fully or partly paid shares in accordance with article 9 of the Articles and provided that this authority shall, unless renewed, extended, varied or revoked by the Company, expire on 26 December 2019 save that the Company may, before such expiry, make offers or agreements which would or might require B Ordinary Shares to be allotted and the Directors may allot B Ordinary Shares in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired.
2. THAT, the Offer Agreement, details of which are set out on page 6 of the circular issued to the Company's Shareholders dated 29 August 2018 (the "Circular"), be approved.
3. THAT, the PD 2018 Subscription, details of which are set out on page 6 of the Circular, be approved.
Special Resolutions
4. THAT, in accordance with section 570(1) of the Act, the Directors be and are hereby given power to allot or make offers or agreements to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities conferred by resolution 1 above as if section 561 of the Act did not apply to any such allotment, and so that:
a. reference to the allotment in this resolution shall be construed with section 560 of the Act, and
b. the power conferred by this resolution shall enable the Company to make offers or agreements before the expiry of the said power which would or might require equity securities to be allotted after the expiry of the said power and the Directors may allot equity securities in pursuance of such offers or agreements notwithstanding the expiry of such power.
5. THAT, subject to the approval of the High Court of Justice, the amount standing to the credit of the share premium account of the Company, at the date the Court Order is made confirming such cancellation, be and is hereby cancelled.
Proxy votes cast were as follows:
| Resolution | For | Against | VoteWithheld | |
| 1 | To authorise the allotment and issue of B Ordinary shares | 4,162,881 | 0 | 0 |
| 2 | To approve the Offer Agreement | 4,162,881 | 0 | 0 |
| 3 | To approve the PD2018 Subscription | 4,162,881 | 0 | 0 |
| 4 | To disapply pre-emption rights | 4,160,137 | 2,744 | 0 |
| 5 | To cancel the share premium account | 4,162,881 | 0 | 0 |
For further details about the Company please either visit the Company's website:
Pembroke VCT plc www.pembrokevct.com
or contact:
Pembroke VCT plc or Oakley Investment Managers LLP (Manager)
+44 20 7766 6900
Andrew Wolfson/Tamara Warren
Cornerstone Communications
+44 7917 080 365
Richard Acworth
The City Partnership (UK) Limited (Company Secretary)
+44 131 510 7465
Doreen Nic