Aberdeen Income and Growth VCT PLC - Aberdeen Asset ...

Directors’ Report continuedIn light of investment performance provided by the Manager,together with the standard of company secretarial andadministrative services provided, the Board considers thatthe continued appointment of the Manager on the statedterms is in the best interests of the Company and itsShareholders.Following the statement by the Chancellor of the Exchequerin the March 2008 Budget, Her Majesty’s Revenue andCustoms (HMRC) announced that, from 1 October 2008, allVCTs would be exempt from VAT on management fees and,in addition, VCTs would be able to be able to claim backVAT paid in the previous three years. The Manager has beenin negotiations with HMRC in relation to the amount ofVAT that may be reclaimed, which will then be repaid to theCompany. However, this amount has still to be quantifiedand, therefore, the Board has not considered it appropriateto make a related accrual in the Financial Statements for theyear ended 28 February 2009.AuditorsSo far as the Directors are aware, there is no relevant auditinformation (as defined by section 234ZA of the CompaniesAct 1985) of which the Company’s Auditors are unaware,and each of the Directors has taken all the steps that heor she ought to have taken as a Director in order to makehimself or herself aware of any relevant audit informationand to establish that the Company’s Auditors are aware ofthat information.During the year ended 28 February 2009, Deloitte & ToucheLLP changed its name to Deloitte LLP. Resolution 6, tore-appoint Deloitte LLP as Auditors, will be proposed at theforthcoming Annual General Meeting, along with Resolution7, to authorise the Directors to fix their remuneration.Purchase of Ordinary SharesDuring the year ended 28 February 2009, the Companybought back 108,921 of its own shares (2008: nil),representing 0.31% of the issued share capital at 29February 2008, at a weighted average price of 29.2p pershare and an aggregate cost, including expenses, of £32,000.A Special Resolution, numbered 8 in the Notice of Meeting,will be put to Shareholders at the Annual General Meetingfor their approval to renew the Company’s authority topurchase in the market a maximum of 14.99% of the sharesin issue (5,299,725 Ordinary Shares) at 28 February 2009.Such authority will expire on the date of the next AnnualGeneral Meeting or after a period of 15 months from thedate of passing of the Resolution, whichever is the earlier.This means, in effect, that the authority will have to berenewed at the Annual General Meeting of the Company tobe held in 2010.Purchases of shares will be made within guidelinesestablished from time to time by the Board, but only if it isconsidered that such purchases would be to the advantageof the Company and its Shareholders when taken as a whole.Purchases will be made in the market for cash at pricesbelow the prevailing Net Asset Value per share. Under theListing Rules of the UK Listing Authority, the maximumprice that may be paid on the exercise of this authoritymust not exceed 105 per cent of the average of the middlemarketquotations for the shares over the five business daysimmediately preceding the date of purchase. The minimumprice that may be paid is 10p per share. In making purchases,the Company will deal only with member firms of theLondon Stock Exchange. Shares which are purchased will beheld in Treasury until either being re-issued or cancelled.Purchases of shares by the Company will be made fromdistributable reserves and will normally be paid out of cashbalances held by the Company from time to time. As anypurchases will be made at a discount to Net Asset Value atthe time of purchase, the Net Asset Value of the remainingOrdinary Shares in issue should increase as a result of anysuch purchase.Shares will not be purchased by the Company in the periodof 60 days immediately preceding the notification of theCompany’s Interim Report and the 60 days immediatelypreceding the announcement of the Annual Report or, ifshorter, the period from the end of the Company’s relevantfinancial period up to and including the time of the relevantannouncement.Issue of new Ordinary SharesResolution numbered 9 in the Notice of Meeting will beput to Shareholders at the Annual General Meeting fortheir approval for the Company to issue up to an aggregatenominal amount of £353,550 (equivalent to 3,535,500Ordinary Shares or 10% of the total issued share capitalat 28 February 2009). Further issues of new OrdinaryShares may only be made at a premium to Net AssetValue per share, thus ensuring existing investors will notbe disadvantaged by such issues. The proceeds of any issuemay be used to purchase the Company’s shares in themarket or to fund further investments in accordance withthe Company’s investment policy. This authority shall expireeither at the conclusion of the next Annual General Meetingof the Company or on the expiry of 15 months from thepassing of the Resolution, whichever is the first to occur.This means, in effect, that the authority will have to berenewed at the Annual General Meeting of the Company tobe held in 2010.18 Aberdeen Income and Growth VCT PLC