REG - Blackfinch SpringVCT - Result of AGM

Blackfinch Spring VCTAnnouncement

06/06/2024 11:30

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RNS Number : 4420R  Blackfinch Spring VCT PLC  06 June 2024

Blackfinch Spring VCT plc (the "Company")

Results of Annual General Meeting (the "Meeting")

 

At the Annual General Meeting of the Company held on Thursday 6 June 2024 at
11.00am, the following resolutions were duly passed.

 

Ordinary Resolutions

 

1.         To receive and adopt the Directors' Report and Financial
Statements of the Company for the financial

            year ended 31 December 2023 together with the
Independent Auditor's Report thereon.

 

2.          To approve the Directors' Remuneration Policy.

 

3.         To approve the Directors' Remuneration Report for the year
ended 31 December 2023.

 

4.         To appoint BDO LLP as auditor of the Company from the
conclusion of the Meeting until the

            conclusion of the next annual general meeting of the
Company to be held in 2025 at which financial

             statements are laid before the Company.

 

5.         To authorise the Company's directors ("Directors") to fix
the remuneration of the auditor.

 

6.         To approve a final dividend of 2.6 pence per ordinary share
in respect of the year ended 31 December

            2023 with a payment date of 13 December 2024 and a
record date of 22 November 2024.

 

7.         To elect Katrina Tarizzo as a director of the Company.

 

8.         To re-elect Reuben Wilcock as a director of the Company in
accordance with the Listing Rules.

 

9.         That, pursuant to article 34 of the Company's articles of
association ("Articles"), the Company adopt a

            dividend reinvestment scheme on the terms and
conditions available from the Company's website

            (https://blackfinch.investments/vct/) and that the
Directors be authorised to offer holders of ordinary

            shares of 1 pence each in the capital of the Company
("Share" or "Shares") the right to receive Shares,

            credited as fully paid, instead of cash in respect of
the whole (or some part as may be determined by the

            Directors from time to time) of any dividend declared
in the period commencing of the date of this

            Resolution 9 and ending at the conclusion of the
Company's next annual general meeting following the

            date of the passing of this resolution pursuant to the
Company's dividend reinvestment scheme.

 

10.       That, subject to the passing of Resolution 9 and in accordance
with article 34 of the Articles and in

            addition to existing authorities, the Directors of the
Company be and are hereby generally and

            unconditionally authorised in accordance with section
551 of the Companies Act 2006 (the "Act") to

            exercise all the powers of the Company to allot and
issue the following Shares pursuant to the terms and

            conditions of the dividend reinvestment scheme adopted
by the Company and in connection with any

            dividend declared or paid in the period commencing on
the date of this Resolution 10 and ending at the

            conclusion of the Company's next annual general meeting
(unless previously renewed, varied or revoked

            by the Company in general meeting):

·      Shares up to an aggregate nominal amount representing 10% of the
issued share capital from time to time (approximately 4m Shares at the date of
this notice).

 

11.      That, the Directors be and hereby are generally and
unconditionally authorised in accordance with Sec.

           551 of the Act to exercise all of the powers of the
Company to allot Shares or to grant rights to subscribe

           for or to convert any security into Shares up to an
aggregate nominal value of £500,000, representing

           approximately 124% of the issued share capital of the
Company as at 1 April 2024, being the latest

           practical date prior to publication of this document,
provided that the authority conferred by this

           Resolution 11 shall expire at the conclusion of the
Company's next annual general meeting or on the

           expiry of fifteen months following the passing of this
Resolution 11, whichever is the later (unless

           previously renewed, varied or revoked by the Company in
general meeting).

 

 

 

Special Resolutions

 

12.      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 10 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
expire at the conclusion of the Company's next

             annual general meeting following the passing of
Resolution 10 (unless previously renewed, varied

             or revoked by the Company in general meeting) save
that the Company may prior to such expiry

             make offers or agreements which would or might
require equity securities to be allotted after the

             expiry of the said power and the Directors may allot
equity securities of such offers or agreements

             notwithstanding the expiry of such power.

 

13.      That, the Directors be and hereby are empowered pursuant to
Section 570(1) of the Act to allot or make

            offers or agreements to allot equity securities (which
expression shall have the meaning ascribed to it in

            Section 560(1) of the Act) for cash pursuant to the
authority given in accordance with Section 551 of the

            Act by Resolution 11 above as if Section 561(1) of the
Act did not apply to such allotments, provided

            that the power provided by this Resolution 13 shall
expire at the conclusion of the Company's next

            annual general meeting or on the expiry of fifteen
months following the passing of this Resolution 13,

            whichever is the later (unless previously renewed,
varied or revoked by the Company in general

            meeting), save that the Company may, prior to such
expiry, make offers or agreements which would or

            might require equity securities to be allotted after
the expiry of the said power and the Directors may

            allot equity securities of such offers or agreements
notwithstanding the expiry of such power.

 

14.      That, the Company be and is hereby authorised to make one or
more market purchases (within the

           meaning of section 693(4) of the Act) of Shares provided
that:

 

14.1 the maximum aggregate number of Shares authorised to be purchased is an

        amount equal to 14.99% of the issued Shares as at the time of
this notice (approximately 6m

        shares);

 

14.2 the minimum price which may be paid for a Share is their nominal value;

 

14.3 the maximum price which may be paid for a Share is an amount equal to the

        higher of (i) 105% of the average of the middle market
quotation per Share taken from

        the London Stock Exchange daily official list for the five
Business Days immediately

        preceding the day on which such Ordinary Share is to be
purchased; and (ii) the amount

        stipulated by the UK version of Article 5(6) of Market Abuse
Regulation

        (596/2014/EU); and

 

14.4 unless renewed, the authority hereby conferred shall expire either at the
conclusion of

        the annual general meeting of the Company following the passing
of this Resolution 14

        or on the expiry of fifteen months from the passing of this
Resolution 14, whichever is

        the later, save that the Company may, prior to such expiry,
enter into a contract to

        purchase Shares which will or may be completed or executed
wholly or partly

        after such expiry.

 

 

 

      Resolution                                                       For & Discretionary      Against  Withheld
 1.   Directors' Report and Financial Statements and Auditor's Report  167,185                  0        13,572
 2.   Directors' Remuneration Policy                                   163,973                  3,212    13,572
 3.   Directors' Remuneration Report                                   163,973                  3,212    13,572
 4.   Appoint BDO LLP as auditor                                       163,997                  3,188    13,572
 5.   Auditor remuneration                                             167,185                  0        13,572
 6.   Final dividend                                                   167,185                  0        13,572
 7.   Elect Katrina Tarizzo                                            167,185                  0        13,572
 8.   Re-elect Reuben Wilcock                                          167,185                  0        13,572
 9.   Dividend reinvestment scheme ("DRIS")                            167,185                  0        13,572
 10.  Allot shares pursuant to the DRIS                                167,185                  0        13,572
 11.  Allot shares                                                     167,185                  0        13,572
 12.  Authority to disapply pre-emption rights re DRIS                 163,997                  3,188    13,572
 13.  Authority to disapply pre-emption rights                         163,997                  3,188    13,572
 14.  Share buyback authority                                          164,350                  2,835    13,572

 

 

For further information please contact:

 

Blackfinch Investments Limited (Investment Manager) - 01452 717070

 

The City Partnership (UK) Limited (Company Secretary) - enquiries@city.uk.com
(mailto:enquiries@city.uk.com)  - Robin Smeaton

 

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