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2017-04-20 16:54 CEST
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Downing TWO VCT plc : Share Class Cancellation

20 April 2017

Downing TWO VCT plc (the "Company")

RESULT OF GENERAL MEETING AND CONVERSION OF SHARES

The C and A Share Class Meetings of Downing TWO VCT plc ("Meetings") scheduled for 2:00pm and 2:01pm respectively on Thursday 20 April 2017 did not have a quorum present and both were adjourned.

At the adjourned meetings, a quorum was present and the resolutions were passed.

Details of the proxy votes in respect of the resolutions which were received by 2.00 pm on 18 April 2017, being 48 hours before the time of the Meetings (excluding weekends), at the receiving agent, Downing LLP are set out below:

Class meeting of the holders of A Shares of 0.1 pence each ("A Shares"):

  For Discretionary Against   Withheld
Resolution No. No. of Votes No. of Votes No. of Votes Total Votes Cast No. of Votes
% of votes % of votes % of votes % of votes  
1 1,620,588 94,861 - 1,715,449 -
94.47% 5.53% 0.00% 100.00% -

 

Class meeting of the holders of C Shares of 0.1 pence each ("C Shares"):

  For Discretionary Against   Withheld
Resolution No. No. of Votes No. of Votes No. of Votes Total Votes Cast No. of Votes
% of votes % of votes % of votes % of votes  
1 1,251,535 51,349 - 1,302,884 -
96.06% 3.94% 0.00% 100.00% -

 

Accordingly the board of directors of the Company has resolved to invoke the relevant provisions of the Company's articles of association (the "Articles") to convert all of the Company's A Shares and C shares in the capital of the Company, such that all such shares were converted to Deferred Shares on 20 April 2017, such conversion to be calculated by reference to the net asset value per share of each relevant share class as at 20 April 2017 and the shareholdings reflected on the register of members of  the Company as at close of business on 19 April 2017 (the "Conversion").  The Conversion took place on 20 April 2017, as a consequence of which all A Shares and C Shares were converted to deferred shares as follows:

Share class Number of shares prior to conversion Number of deferred shares following conversion
A Shares 10,724,029 10,724,029
C Shares 7,126,194 7,126,194

 

In accordance with the Articles, the 17,850,223 deferred shares referred to above were repurchased by the Company immediately following the Conversion and subsequently cancelled.

 

Application will be made for the reference to the A Shares and C Shares to be removed from the premium segment of the Official List of the UK Listing Authority and from admission to trading on the London Stock Exchange plc's main market for listed securities, which is expected to take place on or around 24 April 2017.

 

Following the Conversion and the repurchase and the cancellation of the deferred shares, the issued share capital of the Company is:

 

Share class Shares in issue Voting rights
per share
Voting rights
D Shares of 0.1 pence each 10,000,000 1 10,000,000
E Shares of 0.1 pence each 14,950,000 -  
F Shares of 0.1 pence each 10,810,859 1 10,810,859
G Shares of 0.1 pence each 25,352,571 1 25,352,571
K Shares of 0.1 pence each 15,739,341 1 15,739,341
Total voting rights      61,902,771

                               

20 April 2017

HUG#2097315