AGM Information • Dec 10, 2024
AGM Information
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At the Annual General Meeting of the above-named Company, duly convened and held on 9 December 2024 at 12.00 noon at 1 London Wall Place, London, EC2Y 5AU, the following resolutions were passed.
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
To consider and, if thought fit, pass the following special resolutions:
THAT, subject to the passing of resolution 12, as previously set out, the Directors be and are hereby empowered, pursuant to Section 571 of the Companies Act 2006 (the "Act"), to allot equity securities (including any shares held in treasury) (as defined in Section 560 (1) of the Act) pursuant to the authority given in accordance with Section 551 of the Act by the said resolution 12 and/or where such allotment constitutes an allotment of equity securities by virtue of Section 560 (2) of the Act 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 up to an aggregate nominal amount of £911,207 (representing 10% of the aggregate nominal amount of the share capital in issue at 1 November 2024); and where equity securities are issued pursuant to this power they will only be issued at a price which is equal or greater than the Company's NAV per share as at the latest practicable date before the allotment; and provided that this power shall expire at the conclusion of the next Annual General Meeting of the Company but so that this power shall enable the Company to make offers or agreements before such expiry which would or might require equity securities to be allotted after such expiry.
THAT, the Company be and is hereby generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of 25p each in the capital of the Company ("Share") at
whatever discount the prevailing market price represents to the prevailing net asset value per Share provided that:
(a) the maximum number of Shares which may be purchased is 5,463,602, representing 14.99% of the Company's issued ordinary share capital as at 1 November 2024 (excluding treasury shares);
(b) the maximum price (exclusive of expenses) which may be paid for a Share shall not exceed the higher of;
i) 105% of the average of the middle market quotations for the Shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase; and
ii) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange;
(c) the minimum price (exclusive of expenses) which may be paid for a Share shall be 25p, being the nominal value per Share;
(d) this authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company in 2025 (unless previously renewed, varied or revoked by the Company prior to such date);
(e) the Company may make a contract to purchase Shares under the authority hereby conferred which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract; and
(f) any Shares so purchased will be cancelled or held in treasury.
THAT, with effect from the end of the Annual General Meeting, the Articles of Association, in the form produced to the meeting, and initialled by the Chair for the purposes of identification, be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company.
THAT, a general meeting (other than an annual general meeting) may be called on not less than 14 clear days notice.
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