The Board of Oxford Technology 2 VCT Plc (OT2) is pleased to announce that all of the resolutions proposed at the General Meeting held today, 20 June 2022, were duly passed on a show of hands.
Shareholders of OT2 have now passed all the resolutions to enable the Merger, the issue of Consideration Shares and Leisure Shares, as set out in the Circular dated 18 May 2022. The Board of OT2 notes that the shareholders of each of Oxford Technology VCT Plc (OT1), Oxford Technology 3 VCT Plc (OT3) and Oxford Technology 4 VCT Plc (OT4) have also today approved the resolutions to enable the merger of their companies with OT2. Provided OT1, OT3 and OT4 shareholders also approve the placing of OT1, OT3 and OT4 into Members Voluntary Liquidation at the Second General Meetings of their companies on 30 June 2022, it is expected that the Merger will complete on the same day. Admission of and dealings in Consideration Shares is expected to be 1 July 2022 when OT2 will have four separate share classes, the Ordinary Shares representing the pool of assets linked to the existing OT2 share pool, and 3 new share pools incorporating the assets and liabilities transferred from OT1, OT3 and OT4. A further announcement will be made at that time.
Proxy votes were received in respect of 1,744,361 Ordinary Shares, representing 32.7% of the issued share capital as at 16 June 2022.
The following table shows the proxy votes cast for each resolution:
| For | Against | %age of Issued share capital | Abstain | |||
| Votes | % | Votes | % | voted | ||
| ORDINARY RESOLUTIONS | ||||||
| 1. To approve acquisition of the assets and liabilities of Oxford Technology Venture Capital Trust plc and to authorise the directors to allot New OT1 Ordinary Shares | 1,719,361 | 98.6% | 25,000 | 1.4% | 32.7% | 0 |
| 2 To approve acquisition of the assets and liabilities of Oxford Technology 3 Venture Capital Trust plc and to authorise the directors to allot New OT3 Ordinary Shares | 1,719,361 | 98.6% | 25,000 | 1.4% | 32.7% | 0 |
| 3 To approve acquisition of the assets and liabilities of Oxford Technology 4 Venture Capital Trust plc and to authorise the directors to allot New OT4 Ordinary Shares | 1,719,361 | 98.6% | 25,000 | 1.4% | 32.7% | 0 |
| 4 To authorise the directors to allot Leisure Shares in the Company | 1,714,361 | 98.6% | 25,000 | 1.4% | 32.6% | 5,000 |
| 5 To approve and adopt the amended and restated investment policy | 1,714,361 | 98.6% | 25,000 | 1.4% | 32.6% | 5,000 |
| 6 To approve the entry by the Company into the revised arrangements pursuant to the Amended IMA | 1,670,113 | 98.5% | 25,000 | 1.5% | 31.8% | 49,248 |
| 7 To authorise the Company to make market purchases of its own Ordinary Shares | 1,739,361 | 99.7% | 5,000 | 0.3% | 32.7% | 0 |
| SPECIAL RESOLUTIONS | 0.0% | |||||
| 8 To adopt new articles of association of the Company | 1,739,361 | 100.0% | 0 | 0.0% | 32.6% | 5,000 |
| 9 To disapply statutory pre-emption rights | 1,705,290 | 98.3% | 29,071 | 1.7% | 32.5% | 10,000 |
| 10 To cancel the amount standing to the credit of the share premium account and capital redemption reserve of the Company | 1,744,361 | 100.0% | 0 | 0.0% | 32.7% | 0 |
The full text of the resolutions passed at the General Meeting can be found in the OT2 Circular which is available on the Company's website at https://www.oxfordtechnologyvct.com/
1. A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" and "Against" the resolution concerned.
2. Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.
3. The number of shares in issue (and total voting rights) at close of business on 16 June 2022 was 5,331,889 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company are 5,331,889.
A copy of the resolutions passed at the General Meeting will be submitted to the National Storage Mechanism in accordance with Listing Rules 9.6.2R and 9.6.3R, and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English Law by virtue of the European (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, this information is now considered to be in the public domain.
Enquiries: Lucius Cary Oxford Technology Management 01865 784466
LEI: 2138002COY2EXJDHWB30
