
Annual Report and Financial Statements 2025 | 37
Governance Report
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Directors’ Authority to Allot Shares and Sell Shares
from Treasury (Resolutions 10, 11 and 12)
Since the Annual General Meeting of the Company held on
2 October 2024, and in accordance with the authorities granted,
the Board has exercised its powers by issuing 2,310,000 new
Income shares with an aggregate nominal value of £108,009.96
(representing 4.5% of the Company’s total issued Income share
capital as at 2 October 2024) on a non pre-emptive basis at
a premium to the net asset value per Income share for a total
consideration of £2,608,000. No new Growth shares have been
issued since the 2024 Annual General Meeting.
The Board also sold 50,000 Income shares from treasury
with an aggregate nominal value of £3,030.03 (representing
0.1% of the Company’s total issued Income share capital as
at 2 October 2024) for a total consideration of £58,000 and
sold 150,000 Growth shares from treasury with an aggregate
nominal value of £6,919.68 (representing 0.4% of the
Company’s total issued Growth share capital as at 2 October
2024) for a total consideration of £400,000.
The Directors believe that the Company’s continuing ability
to issue shares or sell shares from treasury at a premium to
net asset value 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 £501,584.28 (which equates to 10,873,000
Income shares) and allot new Growth shares up to an aggregate
nominal amount of £310,462.82 (which equates to 6,730,000
Growth shares), being approximately 20.0% of the Company’s total
issued Income shares and approximately 20.0% of the Company’s
total issued Growth shares respectively (excluding treasury
shares) as at 24 July 2025, being the latest practicable date
before the publication of the Notice of Annual General Meeting.
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 £250,792.14 (which equates to 5,436,500
Income shares) and allot new Growth shares, or resell Growth
shares held in treasury, up to an aggregate nominal amount of
£155,231.41 (which equates to 3,365,000 Growth shares),
being approximately 10.0% of the Company’s total issued
Income shares and approximately 10.0% of the Company’s total
issued Growth shares respectively (excluding treasury shares),
as at 24 July 2025, for cash without first offering such shares
to existing shareholders pro rata to their existing holdings.
For completeness, this equates to approximately 10.0% of
the Company’s total issued Income shares and approximately
8.7% of the Company’s total issued Growth shares respectively
(including treasury shares), as at 24 July 2025.
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
£250,792.14 (which equates to 5,436,500 Income shares) and
allot new Growth shares, or resell Growth shares held in treasury,
up to an aggregate nominal amount of £155,231.41 (which
equates to 3,365,000 Growth shares) being approximately 10.0%
of the Company‘s total issued Income shares and approximately
10.0% of the Company’s total issued Growth shares respectively
(excluding treasury shares), as at 24 July 2025, for cash without
first offering such shares to existing shareholders pro rata to their
existing holdings. For completeness, this equates to approximately
10.0% of the Company’s total issued Income shares and
approximately 8.7% of the Company’s total issued Growth shares
respectively (including treasury shares), as at 24 July 2025.
These authorities will continue until the earlier of 1 January
2027 (being 15 months from the date of the Annual General
Meeting in 2025) and the conclusion of the Annual General
Meeting in 2026. 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 2 October 2024
shareholders gave the Company authority to make market
purchases of up to 7,766,000 Income shares and 5,283,600
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 2025 the Company purchased
through the market for treasury 50,000 Income shares with
an aggregate nominal value of £3,030.03, representing 0.1%
of the Income shares in issue (excluding treasury shares) at
the previous year end for a total consideration of £58,000 in
accordance with the Company’s discount management policy.
During the year ended 31 May 2025, the Company purchased
through the market for treasury 1,255,000 Growth shares with
an aggregate nominal value of £65,491.05, representing 3.5%
of the Growth shares in issue (excluding treasury shares) at the
previous year end for a total consideration of £3,219,000 in
accordance with the Company’s discount management policy.
Subsequent to the year end, 730,000 Growth shares with an
aggregate nominal value of £33,675.76, have been purchased
through the market for treasury between 31 May 2025 and
24 July 2025 representing 2.2% of the Growth shares in issue
(excluding treasury shares) as at 24 July 2025.