REG - City of Lon Inv Grp - Result of AGM and Board Committee changes

City of London InvestmentAnnouncement

23/10/2023 14:00

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RNS Number : 0006R  City of London Investment Group PLC  23 October 2023

City of London Investment Group PLC

23 October 2023

 

City of London Investment Group plc

("City of London" or the "Company")

 

Result of Annual General Meeting

and

Board Committee changes

 

City of London announces that, at the Annual General Meeting ("AGM") of the
Company held on 23 October 2023:

 

 ●             Resolutions 1 to 12 as set out in the Notice of
 AGM dated 15 September 2023 were passed; and
 ●             Resolutions 13 to 16 set out in the Notice of AGM
 dated 15 September 2023 were not passed,

 

following a poll on each resolution.

 

Resolutions 1 to 11 were proposed as Ordinary Resolutions and resolutions 12
to 16 were proposed as Special Resolutions.

 

The Board notes that, in relation to Resolutions 5 to 8, 11 and 13 to 16, the
Company received less than 80% approval. The Board notes that a recent
advisory report published by ISS, relating to the Company's proposed
resolutions at the AGM, recommended voting in favour of all resolutions
without exception. Notwithstanding this report, the Board notes with
disappointment the opposition to a number of the resolutions tabled at the AGM
primarily from a single shareholder and commits to further consultation,
therefore, with a view to providing an update within six months, as required
by the UK Corporate Governance Code.

 

Resolutions 13 to 16, which were not passed, sought authority (i) to disapply
pre-emption rights on the issue of a limited number of new shares, (ii) to
undertake market purchases of the Company's shares and (iii) to call a general
meeting, other than an AGM on not less than 14 clear days' notice. The Board
does not currently expect this to have an impact on the Company or its
business.

 

The table below details votes cast on each resolution.

 

                                                                                 Votes For   %       Votes Against  %       Total Votes (excluding withheld)  Votes Withheld  % of Issued Share Capital Voted
 Ordinary Resolutions
 Resolution 1: To receive the Directors' report and accounts                     18,984,407  95.88%  814,913        4.12%   19,799,320                        811,668         39.07%
 Resolution 2: To approve the Directors' Remuneration Report                     18,331,222  93.59%  1,256,199      6.41%   19,587,421                        981,201         38.65%
 Resolution 3: To declare a final dividend of 22p per Ordinary Share of 1p each  19,772,238  95.02%  1,036,586      4.98%   20,808,824                        4,000           41.06%
 in the Company ("Ordinary Shares"), payable on 27 October 2023
 Resolution 4: To re-elect Thomas Griffith as a Director                         13,481,724  82.32%  2,896,252      17.68%  16,377,976                        15,250,989      32.32%
 Resolution 5: To re-elect Rian Dartnell as a Director                           12,099,650  60.10%  8,033,016      39.90%  20,132,666                        544,970         39.73%
 Resolution 6: To re-elect Tazim Essani as a Director                            12,424,782  61.71%  7,707,884      38.29%  20,132,666                        544,970         39.73%
 Resolution 7: To re-elect Peter Roth as a Director                              12,503,467  62.10%  7,629,657      37.90%  20,133,124                        544,603         39.73%
 Resolution 8: To re-elect Jane Stabile as a Director                            12,503,731  62.10%  7,629,723      37.90%  20,133,454                        544,339         39.73%
 Resolution 9: To re-appoint RSM UK Audit LLP as auditors of the Company         18,870,022  92.07%  1,625,091      7.93%   20,495,113                        254,989         40.44%
 Resolution 10: To authorise the Audit & Risk Committee of the Company to        18,864,765  92.05%  1,630,348      7.95%   20,495,113                        254,989         40.44%
 fix the remuneration of the auditors
 Resolution 11: To authorise the Directors to allot shares                       11,590,079  55.73%  9,208,340      44.27%  20,798,419                        12,325          41.04%
 Special Resolutions
 Resolution 12: To authorise the Employee Benefit Trust to hold Ordinary Shares  16,827,484  80.90%  3,972,516      19.10%  20,800,000                        11,060          41.04%
 up to a maximum aggregate of 10% of the issued Ordinary Share capital of the
 Company
 Resolution 13: Authority to disapply rep-emption rights                         11,532,209  55.47%  9,256,173      44.53%  20,788,382                        20,355          41.02%
 Resolution 14: Additional authority to disapply pre-emption rights              11,567,427  55.61%  9,232,874      44.39%  20,800,301                        10,819          41.04%
 Resolution 15: To authorise the Company to make market purchases of Ordinary    11,651,135  56.00%  9,153,471      44.00%  20,804,606                        7,375           41.05%
 Shares
 Resolution 16: To authorise the Directors to call a general meeting, other      12,790,024  61.48%  8,014,582      38.52%  20,804,606                        7,375           41.05%
 than an AGM, on not less than 14 clear days' notice

 

Notes:

 1)    Following the completion of the merger with Karpus Management, Inc.
 on 1 October 2020, the Company has a "Controlling Shareholder Group", which
 has agreed to limit their voting rights to the lower of: (i) the number of
 shares held by them; and (ii) 24.99 per cent. of the votes cast on any
 resolution by all shareholders. The Controlling Shareholder Group cast votes
 in excess of 24.99 per cent. of the votes cast on the resolutions by all
 shareholders and, accordingly, the number of votes stated above as being cast
 "in favour", "against" and those "withheld" have been reduced accordingly.
 2)    The total number of Ordinary Shares of 1p each in the Company in
 issue at close of business on 19 October 2023 and the number used for the
 percentage of issued share capital voted was 50,679,095.
 3)    The percentage of issued share capital voted calculation uses total
 votes cast (including votes withheld) as adjusted per the Controlling
 Shareholder Group calculation detailed in point 1, above.
 4)    The votes "for" include those giving the Chair of the AGM discretion.
 5)    Votes "for" and "against" are expressed as a percentage of the number
 in the total votes cast column (excluding votes withheld).
 6)    The percentages above are rounded to two decimal places.
 7)    A vote withheld is not a vote in law and is not counted in the
 calculation of votes "for" or "against" a resolution.

 

Resolutions 5, 6, 7 and 8 related to the re-election of the Independent
Directors. Under the Listing Rules, because the Controlling Shareholder Group
together control in concert more than 30 per cent. of the voting rights of the
Company (even though they have agreed to limit their voting rights as stated
above), the re-election of an Independent Director by shareholders must be
approved by a majority of both: (i) the shareholders of the Company; and (ii)
the independent shareholders of the Company (that is, the shareholders of the
Company entitled to vote on the election of Independent Directors who are not
part of the Controlling Shareholder Group). The Company has separately counted
the number of votes cast by the independent shareholders in favour of
resolutions 5, 6, 7 and 8 and has determined that, in each case, the second
threshold referred to in (ii) above has also been met. Notes 4 to 7 above also
apply to the following table.

 

 Resolution                                               Votes For   %       Votes Against  %      Votes Total (excluding withheld)  Votes Withheld
 Resolution 5: To re-appoint Rian Dartnell as a Director  12,099,650  96.71%  411,166        3.29%  12,510,816                        544,970
 Resolution 6: To re-appoint Tazim Essani as a Director   12,424,782  99.94%  7,786          0.06%  12,432,568                        544,970
 Resolution 7: To re-appoint Peter Roth as a Director     12,503,467  99.94%  7,716          0.06%  12,511,183                        544,603
 Resolution 8: To re-appoint Jane Stabile as a Director   12,503,731  99.94%  7,716          0.06%  12,511,447                        544,339

 

 In accordance with Listing Rule 9.6.2R, copies of the resolutions comprising
special business have been made available for inspection on the National
Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

City of London also announces the following changes in composition within the
Board's Committees following the re-election of Rian Dartnell at the AGM and
his appointment as Chair:

 ·    Rian Dartnell shall step down as Chair of the Remuneration Committee
 and cease to be a member of the Audit & Risk Committee; and
 ·    Tazim Essani shall become Chair of the Remuneration Committee.

 

These changes were both subject to both Rian Dartnell and Tazim Essani being
re-elected as Directors of the Company at the AGM and shall take immediate
effect.

 

For further information, please visit http://www.clig.co.uk/
(http://www.clig.co.uk/) or contact:

 

Tom Griffith, CEO

City of London Investment Group PLC

Tel: 001-610-380-0435

 

Martin Green, James Hornigold

Zeus Capital Limited

Financial Adviser & Broker

Tel: +44 (0)20 3829 5000

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