REG - Highcroft Invs PLC - Result of AGM

Highcroft InvestmentsAnnouncement

18/05/2022 16:00

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RNS Number : 9939L  Highcroft Investments PLC  18 May 2022

Annual General Meeting 2022

Highcroft Investments plc

(the "Company" or "Highcroft")

Results of the Annual General Meeting held on 18 May 2022

 

Highcroft announces that at its Annual General Meeting, which was held at 2.00
p.m. today, all the proposed resolutions were duly approved by the
shareholders by way of a poll. Resolutions 1 to 11 were proposed as ordinary
resolutions and Resolution 12 as a special resolution. The full text of the
resolutions considered at the AGM are contained in the Notice of AGM published
on 14 April 2022 which is available on the Company's website at
www.highcroftplc.com (http://www.highcroftplc.com) . Results of the poll vote
on each resolution are set out below.

 

Under the Financial Conduct Authority's Listing Rules, because the Kingerlee
Concert Party is classed as a "controlling shareholder" (defined as a person
who exercises or controls, on  their own or together with any other person
with whom they are acting in concert, 30% or more of the voting rights in the
Company) a resolution for the election and re-election of independent
directors must be approved by an ordinary resolution of, the shareholders and
separately approved by, those shareholders who are not controlling
shareholders (the "Independent Shareholders").

 

Accordingly, the results below show the voting by all shareholders and,
separately, on resolutions 5 and 9 only, the voting by the Independent
Shareholders (which excludes the voting interest of the Kingerlee Concert
Party, as controlling shareholder, holding 2,127,382 ordinary shares which
represents 40.95% of the issued ordinary share capital of the Company).

 

 

                                                                                                In favour         Against
                       RESOLUTION                                                               Votes      %      Votes      %      Withheld
 1                     To receive the 2021 Annual Report                                        2,985,366  100    0          0      0
 2                     To approve a final property income distribution of 33p per share on the  2,985,366  100    0          0      0
                       ordinary shares of the Company
 3                     To approve the Directors' Remuneration report                            2,982,739  99.91  2,627      0.09   0
 4                     To approve the directors' remuneration policy                            2,982,739  99.91  2,627      0.09   0
 5                     Re-elect Charles Butler                                                  2,985,366  100    0          0      0
 6                     Re-elect Simon Gill.                                                     2,985,366  100    0          0      0
 7                     Re-elect David Kingerlee.                                                1,839,461  61.62  1,145,905  38.38  0
 8                     Re-elect Roberta Miles                                                   2,985,366  100    0          0      0
 9                     Re-elect Simon Costa.                                                    2,985,366  100    0          0      0
 10                    Reappointment of auditor                                                 2,985,366  100    0          0      0
 11                    Remuneration of auditor.                                                 2,985,366  100    0          0      0
 12                    Authority for reduced notice of a general meeting other than an AGM      2,982,739  99.91  2,627      0.09   0

 

 

Votes of Independent Shareholders (excluding the voting interest of the
Kingerlee Concert Party)

                               In favour         Against
     RESOLUTION                Votes      %      Votes  %     Withheld
 5   Re-elect Charles Butler.  1,205,477  100    0      0     0
 9   Re-elect Simon Costa.     1,205,477  100    0      0     0

 

Notes:

(a) The votes in favour include those votes giving the Chairman discretion.

(b) A vote withheld is not a vote in law and is not counted in the votes for
or against a resolution.

 

 

Shareholders were invited to submit questions in advance of the meeting and a
copy of the questions received prior to the meeting and the responses from the
Board are available at: www.highcroftplc.com/investors
(http://www.highcroftplc.com/investors)

 

Resolution 7: The re-election of David Kingerlee received over 60% in favour.
Where 20% or more of votes have been cast against any Board recommendation for
a resolution, the Company is required by provision 4 of the UK Corporate
Governance Code to explain what action it will take to consult shareholders to
understand the reason behind the result.

 

The Board remains committed to open and transparent dialogue and will
accordingly, seek to engage with those shareholders regarding their views in
this area. The Company will publish an update on this engagement in accordance
with the UK Corporate Governance Code, within six months of the 2022 AGM and
in the Company's 2022 Annual Report and Accounts. It will report on any steps
that have been taken to understand shareholders' views in relation to this
resolution and what impact any feedback may have on future decisions to be
taken by the Board and actions or resolutions to be proposed.

 

Enquiries:

Highcroft Investments PLC

Charles Butler/Roberta Miles 01869 352766

 Singer Capital Markets

Peter Steel / Amanda Gray - Corporate Finance

 Tom Salvesen - Corporate Broking

020 7496 3000

 

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