17 Mar 2009 18:02
Ventus VCT plc
(Registration number 05205442)
Notice of Resolutions Passed
At an extraordinary general meeting of Ventus VCT plc (the "Company") duly convened and held at the offices of Climate Change Capital Limited, 3 More London Riverside, London SE1 2AQ on Monday, 2 March 2009 the following resolutions were duly passed as ordinary and special resolutions respectively:
Ordinary Resolutions
THAT:
(1) the authorised share capital of the Company be increased from £10,000,000 to £15,000,000 by the creation of 20,000,000 C ordinary shares of 25 pence each ("C Shares") having the rights and being subject to the restrictions set out in the amended articles of association of the Company to be adopted pursuant to resolution number 4.
(2) the directors be generally and unconditionally authorised in accordance with section 80 of the Companies Act 1985 (the "Act") to allot relevant securities (within the meaning of section 80(2) of the Act) up to a maximum aggregate nominal amount of £6,250,015.25, such authority shall expire on 1 March 2014 but so that the Company may, before the expiry of such period, make an offer or agreement which would or might require relevant securities to be allotted after the expiry of such period and the directors may allot relevant securities pursuant to such an offer or agreement as if the authority had not expired.
Special Resolutions
THAT:
(3) subject to and conditional on the passing of resolution number 2, the directors be empowered, pursuant to section 95 of the Act, to allot equity securities (within the meaning of section 94(2) of the Act) for cash pursuant to the authority conferred by resolution number 2 as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with the proposed offer to the public for subscription of up to 10,403,000 C shares of 25 pence each (the "Offer") which shall include any offer for subscription of C Shares pursuant to a supplemental prospectus issued in connection with the Offer;
(b) in connection with an offer of such securities by way of rights issue;
(c) in addition to paragraphs (a) and (b) above up to an aggregate nominal amount equal to the authorised but unissued C Shares not covered by the authority in paragraph (a) above; and
(d) in addition to paragraphs (a) and (b) above up to an aggregate nominal amount of 10 per cent. of the issued ordinary shares of 25 pence each in the capital of the Company as at the date of the General Meeting,
and shall expire on 1 March 2014, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.
In this resolution, "rights issue" means an offer of equity securities open for acceptance for a period fixed by the director to holders on the register on a fixed record date in proportion as nearly as may be to their respective holdings, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with any fractional entitlements or legal or practical difficulties under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory.
(4) the articles of association of the Company be amended (i) to reflect the increase in its share capital and the rights and restrictions to be attached to the C Shares and (ii) to extend the date on which shareholders vote as to whether the Company should continue as a venture capital trust by five years, in each case as set out in the amended articles of association produced to the meeting and, for the purpose of identification, initialled by the Chairman.
(5) subject to and in accordance with Article 10 of the Company's articles of association, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 163(3) of the Act) of C Shares on such terms as the directors think fit, and where such shares are held as treasury shares, the Company may use them for the purposes set out in section 162D of the Act, provided that:
(a) the maximum number of C Shares hereby authorised to be purchased is an amount equal to 10 per cent. of the C Shares in issue following the Offer;
(b) the minimum price, exclusive of any expenses, which may be paid for a C Share is 25p;
(c) the maximum price, exclusive of any expenses, which may be paid for each C Share is an amount equal to the higher of: (a) 105 per cent of the average of the middle market quotations for a C Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the C Share is purchased; and (b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003; and
(d) the authority hereby conferred shall, unless previously revoked or varied, expire on 1 September 2010 except in relation to the purchase of C Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry.
The City Partnership (UK) Limited
Company Secretary
2 March 2009
Registered Office: The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU