Albion Dev VCT Agm Statement


 
TIDMAADD 
 
 
   At an Annual General Meeting of Albion Development VCT PLC, duly 
convened and held at the City of London Club, 19 Old Broad Street, 
London on 4 June 2014 the following resolutions were passed: 
 
   Ordinary resolutions numbers 1 to 8 were passed. 
 
   The following items of Special Business were passed of which resolution 
9 was passed as an ordinary resolution and 10 to 12 were passed as 
special resolutions. 
 
   Special Business 
 
   9. That the Directors be generally and unconditionally authorised in 
accordance with section 551 of the Companies Act 2006 (the "Act") to 
allot shares in the Company up to an aggregate nominal amount of 
GBP38,841 for Ordinary shares and GBP6,381 for D shares, provided that 
this authority shall expire 18 months from the date that this resolution 
is passed, or, if earlier, the conclusion of the next annual general 
meeting of the Company but so that the Company may, before such expiry, 
make an offer or agreement which would or might require shares to be 
allotted or rights to subscribe for or convert securities into shares to 
be granted after such expiry and the Directors may allot shares or grant 
rights to subscribe for or convert securities into shares pursuant to 
such an offer or agreement as if this authority had not expired. 
 
   10. That the Directors be empowered, pursuant to section 570 of the Act, 
to allot equity securities (within the meaning of section 560 of the 
Act) for cash pursuant to the authority conferred by resolution number 9 
as if section 561(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 an offer of such securities by way of rights 
issue; 
 
   (b) in connection with any Dividend Reinvestment Scheme introduced and 
operated by the Company; 
 
   (c) in connection with the Albion VCTs Top Up Offers 2013/2014 and 
similar top up offers; and 
 
   (d) otherwise than pursuant to paragraphs (a) to (c) above, up to an 
aggregate nominal amount of GBP38,841 for Ordinary shares and GBP6,381 
for D shares. 
 
   This authority shall expire 18 months from the date that this resolution 
is passed, or, if earlier, the conclusion of the next annual general 
meeting of the Company, 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 Directors 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. 
 
   This power applies in relation to a sale of shares which is an allotment 
of equity securities by virtue of section 560(2)(b) of the Act as if in 
the first paragraph of the resolution the words "pursuant to the 
authority conferred by resolution number 9" were omitted. 
 
   11. That, the Company be generally and unconditionally authorised to 
make market purchases (within the meaning of Section 693(4) of the Act) 
of Ordinary shares and D shares of 1 penny each in the capital of the 
Company, 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 727 of the Act, provided that: 
 
   (a) the maximum number of shares hereby authorised to be purchased is 
5,822,295 Ordinary shares and 956,602 D shares, equal to 14.99 per cent. 
of the shares in issue; 
 
   (b) the minimum price, exclusive of any expenses, which may be paid for 
an Ordinary share or a D share is 1 penny; 
 
   (c) the maximum price, exclusive of any expenses, which may be paid for 
each Ordinary or D share is an amount equal to the higher of (a) 105 per 
cent. of the average of the middle market quotations for an Ordinary 
share, as derived from the London Stock Exchange Daily Official List, 
for the five business days immediately preceding the day on which the 
Ordinary share is purchased; and (b) the amount stipulated by Article 
5(1) of the Buy-back and Stabilisation Regulation 2003; 
 
   (d) the authority hereby conferred shall, unless previously revoked or 
varied, expire at the end of the next Annual General Meeting, or 4 
December 2014, whichever is earlier; and 
 
   (e) the Company may make a contract or contracts to purchase Ordinary or 
D shares under this authority before the expiry of the authority which 
will or may be executed wholly or partly after the expiry of the 
authority, and may make a purchase of shares in pursuance of any such 
contract or contracts. 
 
   Under the Companies (Acquisition of Own Shares) (Treasury Shares) 
Regulations 2003 (the "Regulations"), Ordinary and D shares purchased by 
the Company out of distributable profits can be held as treasury shares, 
which may then be cancelled or sold for cash. The authority sought by 
this special resolution number 11 is intended to apply equally to shares 
to be held by the Company as treasury shares in accordance with the 
Regulations. 
 
   12. That the Directors be empowered to sell treasury shares at the 
higher of the prevailing current share price and the price bought in at. 
 
   4 June 2014 
 
   For further information please contact: 
 
   Albion Ventures LLP 
 
   Tel: 0207 601 1850 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Albion Development VCT PLC - D Shares via Globenewswire 
 
   HUG#1790748 
 
 
  http://www.closeventures.co.uk
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