The Edinburgh Investment Trust Plc Annual Financial Report 2022 - Flipbook - Page 80
78 / OTHER INFORMATION FOR SHAREHOLDERS / THE EDINBURGH INVESTMENT TRUST PLC
Notice of Annual General Meeting / continued
prior to such time, but so that this authority shall allow the
Company to make offers or agreements before the expiry of this
authority which would or might require shares to be allotted, or
rights to be granted, after such expiry as if the authority conferred
by this resolution had not expired.
13. That:
subject to the passing of resolution number 12 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)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
£4,269,703, this being 10% of the Company’s issued ordinary
share capital as at 23 May 2022.
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.
14. 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’)
Provided always that:
(a)the maximum number of Shares hereby authorised to be
purchased shall be 25,601,140 ordinary shares (being 14.99%
of the issued ordinary share capital of the Company as at
23 May 2022);
(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.
15. That:
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 40 and 41.