267694 EdinburghIT AR 2024 WEB - Flipbook - Page 81
THE EDINBURGH INVESTMENT TRUST PLC / OTHER INFORMATION FOR SHAREHOLDERS / 79
12. That:
Provided always that:
subject to the passing of resolution number 11 set out in the
notice of this meeting (the ‘Section 551 Resolution’) and in
substitution for any existing authority under sections 570
and 573 of the Companies Act 2006 (the ‘Act’) but without
prejudice to the exercise of any such authority prior to the
date of this resolution, the Directors be and are hereby
empowered, in accordance with sections 570 and 573 of the
Act as amended from time to time prior to the date of the
passing of this resolution to allot equity securities (within
the meaning of section 560(1), (2) and (3) of the Act) for
cash, either pursuant to the authority given by the Section
551 Resolution or (if such allotment constitutes the sale of
relevant shares which, immediately before the sale, were held
by the Company as treasury shares) otherwise, as if section
561 of the Act did not apply to any such allotment, provided
that this power shall be limited:
(a) the maximum number of Shares hereby authorised
to be purchased shall be 29,330,443 ordinary shares
(being 14.99% of the issued ordinary share capital of the
Company as at 22 May 2024);
(a) to the allotment of equity securities in connection
with a rights issue in favour of all holders of a class of
equity securities where the equity securities attributable
respectively to the interests of all holders of securities of
such class are either proportionate (as nearly as may be)
to the respective numbers of relevant equity securities
held by them or are otherwise allotted in accordance with
the rights attaching to such equity securities (subject in
either case to such exclusions or other arrangements
as the Directors may deem necessary or expedient in
relation to fractional entitlements or legal, regulatory or
practical problems under the laws of, or the requirements
of, any regulatory body or any stock exchange in any
territory or otherwise); and
(b) to the allotment (otherwise than pursuant to a rights
issue) of equity securities up to an aggregate nominal
amount of £4,891,668 this being 10% of the Company’s
issued ordinary share capital as at 22 May 2024.
and this power shall expire at the conclusion of the next
Annual General Meeting of the Company or the date fifteen
months after the passing of this resolution, whichever is the
earlier, unless the authority is renewed or revoked at any other
general meeting prior to such time, but so that this power
shall allow the Company to make offers or agreements before
the expiry of this power which would or might require equity
securities to be allotted after such expiry as if the power
conferred by this resolution had not expired; and so that
words and expressions defined in or for the purposes of Part
17 of the Act shall bear the same meanings in this resolution.
(b) the minimum price which may be paid for a Share shall be
25p;
(c) the maximum price which may be paid for a Share must
not be more than the higher of: (i) 5 per cent. above
the average of the mid-market values of the Shares for
the five business days before the purchase is made; and
(ii) the higher of the price of the last independent trade in
the Shares and the highest then current independent bid
for the Shares on the London Stock Exchange;
(d) any purchase of Shares will be made in the market for
cash at prices below the prevailing net asset value per
Share (as determined by the Directors);
(e) the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the
Company or the date fifteen months after the passing
of this resolution, whichever is the earlier, unless the
authority is renewed or revoked at any other general
meeting prior to such time;
(f) the Company may make a contract to purchase Shares
under the authority hereby conferred 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 Shares pursuant to any such contract;
and
(g) any shares so purchased shall be cancelled, or, if the
Directors so determine and subject to the provisions of
section 724 to 731 of the Companies Act 2006 and any
applicable regulations of the United Kingdom Listing
Authority, be held (or otherwise dealt with in accordance
with section 727 or 729 of the Companies Act 2006) as
treasury shares.
14. That:
with effect from the conclusion of the meeting the draft
articles of association produced to the meeting and
signed by the chairman of the meeting for the purposes of
identification be adopted as the articles of association of
the Company in substitution for, and to the exclusion of, the
Company’s existing articles of association.
13. That:
15. That:
the Company be generally and subject as hereinafter appears
unconditionally authorised in accordance with section 701
of the Companies Act 2006 (the ‘Act’) to make market
purchases (within the meaning of section 693(4) of the Act)
of the issued ordinary shares of 25p each in the capital of the
Company (‘Shares’)
the period of notice required for general meetings of the
Company (other than AGMs) shall be not less than 14 days.
The resolutions are explained further in the Directors’ Report
on pages 43 and 44.
