REG - Edinburgh Worldwide - Result of AGM

Edinburgh Worldwide Investment TrustAnnouncement

14/02/2025 15:30

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RNS Number : 2356X  Edinburgh Worldwide Inv Trust PLC  14 February 2025

 

Edinburgh Worldwide Investment Trust plc

Legal Entity Identifier: 213800JUA8RKIDDLH380

Result of Annual General Meeting

 

Edinburgh Worldwide Investment Trust plc ("the Company") held its Annual
General Meeting ("AGM") today. All ordinary resolutions put to the meeting
have been passed by shareholders, including the re-election of the Board of
Directors ("Board").

One special resolution did not pass, which required 75% shareholder approval.
This was a special resolution related to the disapplication of pre-emption
rights on the issue of new shares. A second special resolution to renew the
Company's share buyback programme was approved.

A Requisitioned General Meeting ("RGM") requested by Saba Capital took place
immediately prior to the AGM. 63.8% of shares voted against Saba's proposals
in the RGM. Excluding the shares voted by Saba, 98.4% of shares were voted
against the requisitioned resolutions.

Jonathan Simpson-Dent, Chair of Edinburgh Worldwide, said: "Today's result is
about Edinburgh Worldwide's shareholders. You have told us that Saba Capital's
proposals are not the answer. You want this unique mandate to continue and you
want the Trust to perform.

I would like to thank our investors for taking the time to vote, and for their
support. We all want an exciting and sustainable Edinburgh Worldwide, a Trust
that appeals to long term shareholders. We continue to implement our action
plan and will keep all shareholders informed on progress, including the
previously announced capital return of up to £130m."

Shareholders voted on the following resolutions at the AGM:

Ordinary Resolutions

1. To receive and adopt the Annual Report and Financial Statements of the
Company for the financial year ended 31 October 2024 together with the Reports
of the Directors and of the Independent Auditor thereon.

2. To approve the Directors' Annual Report on Remuneration for the financial
year ended 31 October 2024.

3. To re-elect Jonathan Simpson-Dent as a Director of the Company.

4. To re-elect Caroline Roxburgh as a Director of the Company.

5. To re-elect Mungo Wilson as a Director of the Company.

6. To re-elect Mary Gunn as a Director of the Company.

7. To re-elect Jane McCracken as a Director of the Company.

8. To re-appoint Ernst & Young LLP as Independent Auditor of the Company
to hold office until the conclusion of the next Annual General Meeting at
which the Financial Statements are laid before the Company.

9. To authorise the Directors to determine the remuneration of the Independent
Auditor of the Company.

10. That, the Directors of the Company be and they are hereby generally and
unconditionally authorised in accordance with section 551 of the Companies Act
2006 (the 'Act') to exercise all the powers of the Company to allot shares in
the Company and to grant rights to subscribe for or to convert any security
into shares in the Company ('Securities') provided that such authority shall
be limited to the allotment of shares and grant of rights in respect of shares
with an aggregate nominal value of up to £1,228,906.50 (representing
approximately 33% of the nominal value of the issued share capital as at 16
January 2025), such authority to expire at the conclusion of the next Annual
General Meeting of the Company after the passing of this resolution or on the
expiry of 15 months from the passing of this resolution, whichever is the
earlier, unless previously revoked, varied or extended by the Company in a
general meeting, save that the Company may at any time prior to the expiry of
this authority make an offer or enter into an agreement which would or might
require Securities to be allotted or granted after the expiry of such
authority and the Directors shall be entitled to allot or grant Securities in
pursuance of such an offer or agreement as if such authority had not expired.

Special Resolutions

11. That, subject to the passing of Resolution 10 above, the Directors of the
Company be and they are hereby generally empowered, pursuant to sections 570
and 573 of the Companies Act 2006 (the 'Act') to allot equity securities
(within the meaning of section 560(1) of the Act) for cash pursuant to the
authority given by Resolution 10 above and to sell treasury shares for cash as
if section 561(1) of the Act did not apply to any such allotment or sale,
provided that this power:

a. expires at the conclusion of the next Annual General Meeting of the Company
after the passing of this Resolution or on the expiry of 15 months from the
passing of this Resolution, whichever is the earlier, save that the Company
may, before such expiry, make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of any such offer or agreement as if
the power conferred hereby had not expired; and

b. shall be limited to the allotment of equity securities or the sale of
treasury shares up to an aggregate nominal value of £372,395.91 (representing
approximately 10% of the nominal value of the issued share capital of the
Company as at 16 January 2025).

12. That, in substitution for any existing authority but without prejudice to
the exercise of any such authority prior to the date hereof, the Company be
generally and unconditionally authorised, in accordance with section 701 of
the Companies Act 2006 (the 'Act') to make market purchases (within the
meaning of section 693(4) of the Act) of fully paid ordinary shares in the
capital of the Company ('Ordinary Shares') (either for retention as treasury
shares for future reissue, resale, transfer or for cancellation) provided
that:

a. the maximum aggregate number of Ordinary Shares hereby authorised to be
purchased is 55,822,146 or, if less, the number representing approximately
14.99% of the issued ordinary share capital (excluding treasury shares) of the
Company as at the date of the passing of this Resolution;

b. the minimum price (excluding expenses) which may be paid for each Ordinary
Share shall be the nominal value of that share;

c. the maximum price (excluding expenses) which may be paid for any Ordinary
Share purchased pursuant to this authority shall not be more than the higher
of:

i. 5% above the average closing price on the London Stock Exchange of an
Ordinary Share over the five business days immediately preceding the day of
purchase; and

 ii. an amount equal to the higher of the price of the last independent trade
of an Ordinary Share and the highest current independent bid for an Ordinary
Share on the trading venue where the purchase is carried out; and

d. unless previously varied, revoked or renewed by the Company in a general
meeting, the authority hereby conferred shall expire at the conclusion of the
next Annual General Meeting, save that the Company may, prior to such expiry,
enter into a contract to purchase Ordinary Shares under such authority which
will or might be completed or executed wholly or partly after the expiration
of such authority and may make a purchase of Ordinary Shares pursuant to any
such contract or contracts.

 

Resolutions 1 to 10 and 12 were passed on a poll. Resolution 11 did not pass.
A breakdown of the votes registered is shown below:

 Resolution  Votes for (including votes at the discretion of the Chairman)  %      Votes Against  %      Votes Withheld
 Ordinary Resolutions
 1           214,087,171                                                    98.3%  3,685,545      1.7%   1,029,607
 2           212,696,378                                                    98.0%  4,425,845      2.0%   1,680,100
 3           125,604,537                                                    57.6%  92,371,956     42.4%  805,830
 4           125,590,367                                                    57.6%  92,347,749     42.4%  825,657
 5           125,599,289                                                    57.6%  92,323,495     42.4%  840,989
 6           125,568,454                                                    57.6%  92,357,126     42.4%  838,193
 7           125,204,965                                                    57.5%  92,681,446     42.5%  877,302
 8           213,510,859                                                    98.1%  4,199,124      1.9%   1,072,340
 9           213,763,298                                                    98.2%  3,864,807      1.8%   1,154,218
 10          128,421,473                                                    59.0%  89,270,537     41.0%  1,090,313
 Special Resolutions
 11          127,591,819                                                    58.6%  89,999,677     41.4%  1,105,565
 12          213,930,610                                                    98.2%  3,833,122      1.8%   914,779

The Board commits to engage with shareholders in relation to the outcome of
the resolutions.

 

For any enquiries, please contact:

 

 

Teneo

EWIT@teneo.com

Iain Dey

Tel: +44 7976 295906

Oliver Bell

Tel: +44 7917 221748

 

Investors:

Deutsche Numis

David Benda

Nathan Brown

Tel: +44 20 7260 1000

 

Baillie Gifford & Co

Naomi Cherry

Tel: +44 131 275 2000

 

 

Baillie Gifford & Co Limited

Company Secretaries

14 February 2025

 

 

Regulated Information Classification: Additional regulated information
required to be disclosed under applicable laws

 

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