Syncona Limited — AGM Information 2014

Sep 8, 2014

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BACIT LIMITED - Result of AGM

PR Newswire

London, September 8

                             BACIT LIMITED   (aregistered closed-ended collective investment scheme incorporated as a    non-cellular company limited by shares under the laws of Guernsey with                           registration number 55514                                ("the Company")                   RESULT OF ANNUAL GENERAL MEETING ("AGM")                               8 SEPTEMBER 2014The Board of BACIT Limited is pleased to announce that at the AGM held on 8September, all fourteen resolutions as set out in the Notice dated 28 July 2014were duly passed by way of a show of hands.    The proxy votes received on each resolution proposed at the AGM were as follows. A vote withheld is not a vote in law and has not been counted in the                      votes for and against a resolution.         Ordinary Resolutions                        For      Against    Vote                                                                       Withheld1.   That the Annual Audited Financial           100,942,742  172,172      0     Statements of the Company for the year     ended 31 March 2014, together with the     Reports of the Directors and the Auditors     thereon, be received and considered.2.   That Deliotte LLPbe re-appointed as         100,934,030  172,172    8,712     Auditors until the conclusion of the next     annual general meeting.3.   That the Board of Directors be authorised   93,511,073  7,603,841     0     to determine the remuneration of the     Auditors.4.   That Jeremy Tigue be re-elected as a        101,111,524     0       3,390     Director.5.   That Tom Henderson be re-elected as a       100,216,481  895,043    3,390     Director.6.   That Peter Hames be re-elected as a         101,111,524     0       3,390     Director.7.   That Colin Maltby be re-elected as a        101,056,297  55,227     3,390     Director.8.   That Nicholas Moss be re-elected as a       100,939,352  55,227    120,335     Director.9.   That Jon Moulton be re-elected as a         101,047,585  63,939     3,390     Director.10.  That Martin Thomas be re-elected as a       100,254,996  856,528    3,390     Director.11.  That the Directors' Remuneration Report     100,974,404   3,390    137,120     contained in the Annual Audited Financial     Statements of the Company for the year     ended 31 March 2014 be approved.12.  That the Directors be generally and         101,113,494   1,420       0     unconditionally authorised to allot and     issue, grant rights to subscribe for, or to     convert securities into, up to 126,990,289     ordinary shares (being 33.33 per cent. of     the Company's shares in issue as at the     latest practicable date prior to the date     of publication of this document) for the     period expiring on the date falling fifteen     months after the date of passing of this     Resolution 12 or the conclusion of the next     annual general meeting of the Company,     whichever is the earlier, save that the     Company may before such expiry make an     offer or agreement which would or might     require shares to be allotted and issued     after such expiry and the Directors may     allot and issue shares in pursuance of such     an offer or agreement as if the authority     had not expired.     Special Resolution                              For      Against    Vote                                                                       Withheld13.  That the Company be and is hereby generally 101,074,979  39,935       0     and unconditionally authorised in     accordance with section 315 of the     Companies (Guernsey) Law, 2008, as amended     (the "Companies Law"), to make market     acquisitions (as defined in the Companies     Law) of its shares (either for the     retention as treasury shares for future     resale or transfer or cancellation),     PROVIDED THAT:     a. the maximum number of shares authorised     to be purchased shall be 57,108,104     ordinary shares (being 14.99 per cent. of     the shares in issue as at the latest     practicable date prior to the date of     publication of this document);     b. the minimum price (exclusive of     expenses) which may be paid for a share     shall be 1 penny;     c. the maximum price which may be paid for     a share is an amount equal to the higher     of: (a) 105 per cent. of the average of the     middle market quotations for a share on the     relevant market for the five business days     immediately preceding the date on which the     share is purchased; and (b) the higher of     (i) the price of the last independent trade     for a share and (ii) the highest current     independent bid for a share at the time of     purchase; and     d. the authority hereby conferred shall     expire at the annual general meeting of the     Company in 2015 unless such authority is     varied, revoked or renewed prior to such     date by a special resolution of the Company     in general meeting."     Extraordinary Resolution                        For      Against    Vote                                                                       Withheld14.  That, in accordance with Article 6.7 of the 93,509,653  7,605,261     0     Articles, the Directors be empowered to     allot and issue (or sell from treasury)     38,097,467 ordinary shares (being 10 per     cent. of the shares in issue as at the     latest practicable date prior to the date     of this notice) for cash as if Article 6.2     of the Articles did not apply to the     allotment and issue (or sale from treasury)     for the period expiring on the date falling     fifteen months after the date of passing of     this Resolution 14 or the conclusion of the     next annual general meeting of the Company,     whichever is the earlier, save that the     Company may before such expiry make offers     or agreements which would or might require     shares to be allotted and issued (or sold)     after such expiry and the Directors may     allot and issue (or sell) shares in     pursuance of any such offer or agreement     notwithstanding that the power conferred by     this Resolution 14 has expired.In accordance with Listing Rule 9.6.3, a copy of the Extraordinary and Specialresolutions passed at the Annual General Meeting have been submitted to theNational Storage Mechanism and will shortly be available for inspection at:www.morningstar.co.uk/uk/NSMEnquiries:Northern Trust International Fund Administration Services (Guernsey) LimitedThe Company SecretaryTrafalgar CourtLes BanquesSt Peter PortGuernseyGY1 3QL

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