REG - British Smlr Comp 2 - Result of AGM

British Smaller Companies VCT2Announcement

13/06/2024 10:15

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RNS Number : 3277S  British Smaller Companies VCT2 Plc  13 June 2024

BRITISH SMALLER COMPANIES VCT2 PLC

RESULT OF ANNUAL GENERAL MEETING

 

British Smaller Companies VCT2 plc (the "Company") announces that at the
Annual General Meeting of the Company held on 13 June 2024 the following
resolutions proposed at the meeting ("Resolutions") were duly passed on a show
of hands.

 

In accordance with the Company's obligations under Listing Rule 9.6.2, copies
of the Resolutions passed at the Annual General Meeting have been submitted to
the National Storage Mechanism and will shortly be available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Ordinary resolutions

 

(1)           That the annual report and accounts for the year ended
31 December 2023 be received.

 

(2)         That the Directors' Remuneration Report for the year ended 31
December 2023 be approved other than the part of such report containing the
Directors' Remuneration Policy.

 

(3)          That Ms B L Anderson be re-elected as a director.

 

(4)          That Mr R S McDowell be re-elected as a director.

 

(5)         That BDO LLP be re-appointed as auditor to the Company to hold
office until the conclusion of the next general meeting at which accounts are
laid before the Company and that the directors be authorised to fix the
auditor's remuneration.

 

(6)         That the directors 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 shares in
the Company or to grant rights to subscribe for or to convert any security
into shares in the Company up to an aggregate nominal amount of £12,000,000
(representing approximately 48 per cent of the Ordinary share capital in issue
as at the date of this notice), during the period commencing on the passing of
this Resolution and expiring on the later of 15 months from the passing of
this Resolution or the conclusion of the next Annual General Meeting of the
Company (unless previously revoked, varied or extended by the Company in
general meeting), but so that this authority shall allow the Company to make
before the expiry of this authority offers or agreements which would or might
require shares in the Company to be allotted, or rights to subscribe for or to
convert any security into shares to be granted, after such expiry and the
directors may allot shares in the Company in pursuance of any such offer or
agreement notwithstanding the expiry of such authority, and that all previous
authorities given to the directors be and they are hereby revoked, provided
that such revocation shall not have retrospective effect.

 

(7)    That, in addition to existing authorities, the directors be and are
hereby generally and unconditionally authorised in accordance with Section 551
of the Act to exercise all the powers of the Company to allot shares in the
Company up to an aggregate nominal amount of £2,000,000 in connection with
the Company's dividend reinvestment scheme (representing approximately 8 per
cent of the Ordinary share capital in issue as at the date of this Notice)
during the period commencing on the passing of this Resolution and expiring on
the later of 15 months from the passing of this Resolution or the conclusion
of the next Annual General Meeting of the Company (unless previously revoked,
varied or extended by the Company in general meeting) but so that this
authority shall allow the Company to make, before the expiry of this
authority, any offers or agreements which would or might require shares in the
Company to be allotted after such expiry and the directors may allot shares in
the Company in pursuance of any such offer or agreement notwithstanding the
expiry of such authority.

 

 

 

 

Special Resolutions

 

(8)          That the directors be and are hereby empowered in
accordance with Section 570(1) of the Act during the period commencing on the
passing of this Resolution and expiring at the conclusion of the Company's
next Annual General Meeting, or on the expiry of 15 months following the
passing of this Resolution, whichever is the later, (unless previously
revoked, varied or extended by the Company in general meeting), to allot
equity securities (as defined in Section 560 of the Act) for cash pursuant to
the general authority conferred upon the directors in Resolution 6 above as if
Section 561 of the Act did not apply to any such allotment provided that this
power is limited to the allotment of equity securities in connection with the
allotment for cash of equity securities up to an aggregate nominal amount of
£12,000,000, but so that this authority shall allow the Company to make
offers or agreements before the expiry and the directors may allot securities
in pursuance of such offers or agreements as if the powers conferred hereby
had not so expired. This power applies in relation to a sale of shares which
is an allotment of equity securities by virtue of Section 560(3) of the Act as
if in the first sentence of this Resolution the words "pursuant to the general
authority conferred upon the directors in Resolution 6 above" were omitted.

 

(9)        That conditional upon the passing of Resolution 7 above and in
addition to existing authorities, the directors of the Company be and hereby
are empowered pursuant to Section 571 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 granted by Resolution 7 above, as if Section 561 of the Act did not
apply to any such allotment and so that:

 

               (a) reference to allotment of equity securities
in this Resolution shall be construed in accordance with Section 560(2) of the
Act; and

 

               (b) the power conferred by this Resolution shall
enable the Company to make any offer or agreement 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 any such offer or agreement notwithstanding the expiry of such
power.

 

               The power provided by this Resolution shall
expire on the later of 15 months from the passing of this Resolution or on the
conclusion of the Company's next Annual General Meeting (unless previously
revoked, varied or extended by the Company in general meeting).

 

Proxy votes received were:

                                                                                   %      % Against  Shares Withheld

 Resolution                                                                        For
 Ordinary Resolutions
 1.           To receive the annual report and accounts                            99.81  0.19       40,487
 2.           To approve the Directors' Remuneration Report                        97.12  2.88       226,825
 3.           To re-elect Ms B L Anderson as a director                            99.28  0.72       36,204
 4.           To re-elect Mr R S McDowell as a director                            99.03  0.97       56,649
 5.           To re-appoint BDO LLP as auditor                                     98.79  1.21       253,065
 6.           To authorise the directors to allot shares                           99.21  0.79       34,687
 7.           To authorise the directors to allot shares under the Company's DRIS  99.17  0.83       38,363

 

                                                                                          %      %         Shares Withheld

                                                                                          For    Against
 Special Resolutions
 8.          To waive pre-emption rights in respect of the allotment of shares            96.68  3.32      94,620
 9.          To waive pre-emption rights in respect of the allotment of shares under the  98.59  1.41      94,620
             Company's DRIS

 

13 June 2024

 

For further information, please contact:

Dan Perkins                          YFM Private
Equity Limited                          Tel: 0113 244
1000

Alex Collins                           Panmure Gordon
(UK) Limited                    Tel: 0207 886 2767

 

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