
Report and Financial Statements 2024 | 39
Governance Report
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
The Directors believe that the Company’s continuing ability to
issue shares at a premium to net asset value or sell shares
from treasury will increase liquidity and reduce volatility by
preventing the build-up of excessive demand for shares.
The sale of shares from treasury is to be at a price not less
than the net asset value per share of the Income shares (in the
case of a sale of Income shares) or Growth shares (in the case
of a sale of Growth shares).
The Directors are seeking authority to allot Income shares and
Growth shares.
Resolution 10 (authority to allot shares) will, if passed,
authorise the Directors to allot new Income shares up to an
aggregate nominal amount of £627,918.96 (which equates to
10,361,600 Income shares) and new Growth shares up to an
aggregate nominal amount of £427,779.49 (which equates
to 7,059,000 Growth shares), being approximately 20% of
the Company’s total issued Income shares and approximately
20% of the Company’s total issued Growth shares respectively
(excluding treasury shares) as at 26 July 2024.
Resolution 11 (power to disapply pre-emption rights) will, if
passed, authorise the Directors to allot new Income shares,
or resell Income shares held in treasury, up to an aggregate
nominal amount of £313,959.48 (which equates to 5,180,800
Income shares) and allot new Growth shares, or resell Growth
shares held in treasury, up to an aggregate nominal amount of
£213,889.74 (which equates to 3,529,500 Growth shares),
being approximately 10% of the Company’s total issued Income
shares and approximately 10% of the Company’s total issued
Growth shares respectively (excluding treasury shares), as at
26 July 2024, for cash without first offering such shares to
existing shareholders pro rata to their existing holdings.
Resolution 12 (additional power to disapply pre-emption rights)
will, if passed, and in addition to Resolution 11, authorise the
Directors to allot further new Income shares, or resell Income
shares held in treasury, up to an aggregate nominal amount of
£313,959.48 (which equates to 5,180,800 Income shares) and
allot new Growth shares, or resell Growth shares held in treasury,
up to an aggregate nominal amount of £213,889.74 (which
equates to 3,529,500 Growth shares) being approximately 10%
of the Company‘s total issued Income shares and approximately
10% of the Company’s total issued Growth shares respectively
(excluding treasury shares), as at 26 July 2024, for cash without
first offering such shares to existing shareholders pro rata to
their existing holdings.
These authorities will continue until the earlier of 2 January
2026 (being 15 months from the date of the Annual General
Meeting in 2024) and the conclusion of the Annual General
Meeting in 2025. The Directors will only allot new shares
pursuant to these authorities if they believe it is advantageous
to the Company’s shareholders to do so and will not result in
a dilution of net asset value per share.
Directors’ Authority to Buy Back Shares (Resolution 13)
At the last Annual General Meeting held on 28 September
2023 shareholders gave the Company authority to make market
purchases of up to 7,563,000 Income shares and 5,587,200
Growth shares (being 14.99% of each of the issued Income shares
and Growth shares, in each case excluding treasury shares).
During the year ended 31 May 2024, the Company purchased
through the market for treasury 2,440,000 Growth shares with
an aggregate nominal value of £150,991.15, representing 6.4%
of the Growth shares in issue (excluding treasury shares) at the
previous year end for a total consideration of £5,682,000 in
accordance with the Company’s discount management policy.
During the year ended 31 May 2024 the Company did not
purchase through the market any Income shares. Subsequent
to the year end, 275,000 Growth shares with an aggregate
nominal value of £16,665.16, have been purchased through the
market for treasury between 31 May 2024 and 26 July 2024
representing 0.8% of the Growth shares in issue (excluding
treasury shares) as at 26 July 2024.
The current authority of the Company to make market purchases
of up to 14.99% of each of the issued Income shares and
Growth shares (in each case, excluding shares held in
treasury) expires at the end of the Annual General Meeting and
Resolution 13, as set out in the notice of the Annual General
Meeting, seeks renewal of that authority. The renewed authority
to make market purchases will be in respect of a maximum of
14.99% of each of the issued Income shares and issued Growth
shares (in each case, excluding treasury shares) of the Company
on the date of the passing of the resolution. The price paid for
shares will not be less than the nominal value of £0.060600579
per share nor more than the higher of (a) 5% above the average
of the middle market price of those shares for the five business
days before the shares are purchased and (b) the higher of the
last independent trade and the highest current independent bid
on the London Stock Exchange. This power will only be exercised
if, in the opinion of the Directors, a purchase will result in an
increase in net asset value per share and is in the interests of
the shareholders. Any shares purchased under this authority will
either be held in treasury or cancelled at the determination of
the Directors. This authority will expire on the earlier of 2 January
2026 and the conclusion of the next Annual General Meeting of
the Company.
There is no limit on the number of shares that a company can
hold in treasury at any one time and the Board has not set a
limit on the number of shares that can be held in treasury by
the Company.