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Blackrock World Mining Trust PLC AGM Information 2013

Apr 25, 2013

5281_rns_2013-04-25_4a20df92-3bfc-4005-a1c1-29e447e667d4.pdf

AGM Information

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No. 2868209

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ORDINARY AND SPECIAL RESOLUTIONS

of

BLACKROCK WORLD MINING TRUST plc

Passed 25 April 2013

At the Annual General Meeting of the Company held on Thursday 25 April 2013, the following three ORDINARY and three SPECIAL resolutions of the Company were duly passed under Special Business;

ORDINARY RESOLUTIONS

    1. "That the Company shall continue in being as an investment trust.
    1. "That pursuant to Article 81 of the Company's Articles of Association, the aggregate remuneration of the non-executive Directors (excluding amounts payable under any other provision of the
  • Articles) shall not exceed the sum of £250,000 per annum.
    1. "That, in substitution for all existing authorities, the Directors of the Company be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the Act), to exercise all the powers of the Company to allot relevant securities (as defined in that section) up to an aggregate nominal amount of £443,218 (being 5% of the aggregate nominal amount of the issued share capital, excluding treasury shares, of the Company at the date of this notice) provided this authority shall expire at the conclusion of the next Annual General Meeting to be held in 2014 but so that the Company may, before such expiry, make any offer or agreement which would or might require relevant securities to be allotted pursuant to any such offer or agreement as if the authority hereby conferred had not expired.

SPECIAL RESOLUTIONS

    1. "That, in substitution for all existing authorities and subject to the passing of resolution numbered 11 above, the Directors of the Company be and are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined in section 560 of the Act), and to sell equity securities held by the Company as treasury shares (as defined in section 724 of the Act) for cash pursuant to the authority granted by the resolution numbered 11 above, as if section 561(1) of the Act did not apply to any such allotments and sales of equity securities, provided that this power:
  • (a) shall expire at the conclusion of the next Annual General Meeting of the Company in 2014, except that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted or sold after such expiry and notwithstanding such expiry the Directors may allot and sell equity securities in pursuance of such offers or agreements;

  • (b) shall be limited to the allotment of equity securities and/or the sale of equity securities held in treasury for cash up to an aggregate nominal amount of £443.218 (representing 5% of the aggregate nominal amount of the issued share capital, excluding treasury shares, of the Company at the date of this notice); and

  • (c) shall be limited to the allotment of equity securities at a price of not less than the net asset value per share.
    1. "That, in substitution for the Company's existing authority to make market purchases of ordinary shares of 5p in the Company (Shares), the Company be and it is hereby authorised in accordance with section 701 of the Companies Act 2006 (the Act) to make market purchases of Shares (within the meaning of section 693 of the Act) provided that:
  • (a) the maximum number of Shares hereby authorised to be purchased is 26,575,357 (being the equivalent of 14.99% of the Company's issued share capital, excluding treasury shares, at the date of this notice):
  • (b) the minimum price (exclusive of expenses) which may be paid for a Share shall be 5p, being the nominal value per ordinary share;
  • (c) the maximum price (exclusive of expenses) which may be paid for a Share shall be the higher of (i) 5% above the average of the market values of the Shares for the five business days immediately preceding the date of the purchase as derived from the Daily Official List of the London Stock Exchange and (ii) the higher of the price quoted for (a) the last independent trade of, and (b) the highest current independent bid for, any number of Shares on the trading venue where the purchase is carried out; and
  • (d) unless renewed, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company in 2014 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.
  • All Shares purchased pursuant to the above authority shall be either:
  • (i) held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Act; or
  • (ii) cancelled immediately upon completion of the purchase.
    1. "That the Articles of Association of the Company be amended by deleting the existing Articles 126, 138 and 139 in their entirety and replacing with the following new Articles 126, 138 and 139 in their place:

Article 126 - No dividend shall be paid otherwise than out of profits available for the purpose in accordance with the provisions of the Companies Acts and the Act.

Article 138 - The Board may, before recommending any dividend but having regard to Chapter 4 Part 24 of the Corporation Tax Act 2010 and regulations made thereunder, set aside out of the profits of the Company such sums as it thinks proper as reserves which shall, at the discretion of the Board. be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit. The Board may divide the reserve into such special funds as the Board may think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. Any sum which the Board may carry to reserve out of the unrealised profits of the Company shall not be mixed with any reserve to which profits available for the distribution have been carried. The Board may also without placing the same to reserve carry forward any profits that it may think it prudent not to distribute.

Article 139 - The Board shall establish a reserve to be called the Capital Reserve, All surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, payment off of or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Board to be in the nature of accretion to capital reserves shall be credited to the Capital Reserve. Subject to the Companies Acts, the Board may determine whether any amount received by the Company is to be dealt with in the income account or Capital Reserve or partly one way and partly the other. Any loss realised on the realisation or payment off of or other dealing with any investments or other capital assets and. subject to the Companies Acts, any expenses, loss or liability (or provision therefor) which the Board considers to relate to a capital reserve item or which the Board otherwise considers appropriate to be debited to the Capital Reserve shall be carried to the debit of the Capital Reserve. All sums carried and standing to the credit of the Capital Reserve may be applied for any of the purposes to which sums standing to any revenue reserve are applicable.'

C Driscoll for BlackRock Investment Management (UK) Limited Secretary

BRWMT/general/AGM 2013/AGM Extracts 250413 Special Resolutions.doc $CD/ml$