ViCTory VCT PLC
(Company number 4138683)
Notice of Resolutions Passed
At a General Meeting of the Company held on Monday 31 October 2011, the following resolutions were duly passed.
1. That in substitution for existing authorities, the Directors be and hereby are authorised in accordance with section 551 of the Companies Act 2006 ("CA 2006") to exercise all of the powers of the Company to allot shares in the capital of the Company (the "Shares") and to grant rights to subscribe for or to convert any security into Shares in the Company up to an aggregate nominal value of £6,000,000 in connection with the Scheme, the Share Offers and the DRIS (as such terms are defined in the circular issued by the Company dated 28 September 2011 (a copy of which was tabled at the meeting and initialled by the Chairman for the purposes of identification) (the "Circular")), provided that the authority conferred by this Resolution 1 shall expire on the fifth anniversary of the date of the passing of this resolution unless renewed, varied or revoked by the Company in general meeting.
2. That, in substitution for existing authorities but without prejudice to the authority conferred by Resolution 1 set out in this notice, the Directors be and hereby are authorised in accordance with Section 551 of CA 2006 to exercise all the powers of the Company to allot Shares and to grant rights to subscribe for or to convert any security into Shares up to an aggregate nominal value representing no more than 10 per cent. of the aggregate nominal value of the Shares issued from time to time provided that the authority conferred by this Resolution 2 shall expire on the fifth anniversary of the date of the passing of this resolution unless renewed, varied or revoked by the Company in general meeting (except that the Company may, before such expiry, make offers or agreements which would or might require Shares to be allotted or rights to be granted to subscribe for or to convert any security into Shares in the Company after such expiry and notwithstanding such expiry the Directors may allot Shares or grant rights to subscribe for or to convert any security into Shares in pursuance of such offers or agreements).
3. That, conditional upon the passing of Resolutions 1, 7 and Resolution 11 set out in this Notice, pursuant to article 157 of the Company's articles of association to be adopted pursuant to Resolution 11, the Directors be authorised to offer holders of Shares in the Company 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 on the date of this Resolution 3 and ending on the fifth anniversary of this Resolution 3 pursuant to the Company's dividend reinvestment scheme as set out in the Annex to the Circular.
4. That, the proposed amendments to the investment policy of the Company as set out in the Circular be and hereby are approved.
5. That, conditional upon the passing of Resolutions 1 and 7 set out in this Notice, the acquisition by the Company of the assets and liabilities of Amati VCT 2 on the terms set out in the Circular be and hereby is approved.
6. That conditional upon the passing of Resolution 11 set out in this Notice:
(i) on the Share Reconstruction Date, if the ViCTory Merger Value per Share as at the Calculation Date is less than 100 pence per Share, a number of Shares in issue as represented by "DS" in the following formula (any fraction of a Deferred Share being rounded down) shall be redesignated as deferred shares of 5 pence each ("Deferred Shares"), such shares having the rights and restrictions set out in paragraph 6(ii) below:
DS = N - X
N = the number of Shares in issue at the relevant time on the Share
X = N/Y
Y = 100/Z
Z = the ViCTory Merger Value in pence per Share
and accordingly a pro rata number of Shares of each Shareholder shall redesignated (any fraction of a Deferred Share being rounded up) and such Deferred Shares so arising shall then be immediately repurchased by the Company as set out in paragraph (iv) below.
(ii) the Deferred Shares shall:
(a) carry the right to receive a fixed cumulative preferential dividend from the revenue profits of the Company which are available for distribution and which the Directors determine to distribute by way of dividend in priority to any dividend payable in respect of Shares at a rate of 1p per annum in aggregate to be paid amongst the holders of Deferred Shares as a class but confer no other rights to a dividend;
(b) not confer any right to receive notice of, or to attend or vote at general meetings;
(c) on a winding up confer a preferential right to be paid out of the assets of the Company available for distribution an amount equal to 1p for all Deferred Shares held prior to the surplus being distributed to the holders of Share capital, but do not confer any right to participate in any surplus assets of the Company; and
(d) be capable of being purchased by the Company at any time for an aggregate consideration of 1p (and for such purposes the Directors may authorise any person to execute on behalf of and as attorney for the holders of Deferred Shares an appropriate contract and may deliver it or them on their behalf);
(iii) following the passing of this Resolution 6 and Resolution 11 the articles of association be and are hereby amended so as to:
(a) incorporate in Article 2.1 of the Articles a definition of the Deferred Shares to read as follows:
"Deferred Shares" deferred ordinary shares of 1 pence each in the capital of the Company"
(b) insert the words "and Deferred Shares" at the end of Article 3.3; and
(c) insert the paragraph 6(ii) above as Article 3.4;
(iv) the Company, acting by its Directors, be and hereby is authorised to enter into a contract to purchase all the Deferred Shares for an aggregate amount of 1p in accordance with the Articles as amended pursuant to paragraph 6(iii) above (in the form of the contract tabled at the meeting and initialled by the Chairman for the purposes of identification and which as at the date of the meeting will have been on display at the Company's registered office and available for inspection by members for not less than 15 days); and
(v) the Company shall not be obliged to issue share certificates in respect of the Deferred Shares; give any prior notice to the holders of Deferred Shares that such shares are to be purchased in accordance with new Article 3.4(d); or account to any holder of Deferred Shares for the purchase monies in respect of such shares
and for the purposes of this resolution, words and expressions defined in the Circular shall have the same meanings in this resolution, save where the context requires otherwise.
7. That, in substitution for existing authorities, the Directors be and hereby are empowered pursuant to Section 570(1) of CA 2006 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 CA 2006) for cash pursuant to the authority given in accordance with Section 551 of CA 2006 by Resolutions 1 and/or 2 as if Section 561(1) of CA 2006 did not apply to such allotments, providing that the power provided by this Resolution 7 shall expire on the fifth anniversary of the date of the passing of this resolution unless renewed, varied or revoked by the Company in general meeting.
8. That, in substitution for existing authorities, the Company be and hereby is empowered to make one or more market purchases within the meaning of section 701 of CA 2006 of its own Shares (either for cancellation or for the retention as treasury shares for future re-issue or transfer) provided that:
(i) the maximum aggregate number of Shares authorised to be purchased is such number thereof being 14.9 per cent. of the issued Shares from time to time;
(ii) the minimum price which may be paid per Share is its nominal value;
(iii) the maximum price which may be paid per Share is an amount equal to 105 per cent. of the average of the middle market quotation of such share taken from the London Stock Exchange daily official list for the five business days immediately preceding the day on which such share is to be purchased;
(iv) the authority conferred by this Resolution 8 shall expire on the earlier of (i) the conclusion of the next annual general meeting of the Company and (ii) the expiry of eighteen months following the passing of this resolution unless such authority is renewed prior to such time ; and
(v) the Company may make a contract to purchase Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of such shares pursuant to any such contract or contracts.
9. That, the amount standing to the credit of the share premium account of the Company, at the date the order is made confirming such cancellation by the court, be and is hereby cancelled.
10. That, the amount standing to the credit of the capital redemption reserve of the Company at the date the order is made confirming such cancellation by the court, be and is hereby cancelled.
11. That, the articles of association produced to the meeting, and for the purposes of identification initialled by the Chairman, be adopted as the articles of association of the Company.
12. That, subject to the Scheme becoming effective, the name of the Company be changed to Amati VCT 2 plc.