REG - Lowland Inv. Co. - Annual General Meeting held on 25 January 2023

Lowland InvestmentAnnouncement

25/01/2023 16:45

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RNS Number : 8770N  Lowland Investment Co PLC  25 January 2023

 

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

 

LOWLAND INVESTMENT COMPANY PLC

 

LEGAL ENTITY IDENTIFIER: 2138008RHG5363FEHV19

 

25 January 2023

 

LOWLAND INVESTMENT COMPANY PLC

 

Annual General Meeting held on 25 January 2023

 

Lowland Investment Company plc announces that at the Annual General Meeting
held earlier today all resolutions proposed were duly passed on a show of
hands. This included four Special Resolutions authorising:

 

-     up to 10% of the share capital to be issued or sold out of treasury
without first

offering them to existing shareholders in accordance with statutory

pre-emption procedures;

-     market purchases of the Company's ordinary shares up to a maximum of
14.99% of the issued ordinary share capital (equivalent to £1,012,520 nominal
value of ordinary shares as at today's date) at the maximum price per share
(exclusive of expenses) not exceeding the higher of:

i)          105% of the average middle market quotations for the five
business days preceding the date of purchase; and

ii)         the higher of the last independent bid and the highest
current independent bid on the London Stock Exchange; and

-     that a General Meeting other than an Annual General Meeting may be
called on not less than 14 clear days' notice; and

-     that the Board be permitted to convene a General Meeting via
electronic or hybrid means.

 

The full text of all the resolutions can be found in the Notice of Meeting,
copies of which are available for viewing at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

Proxy votes submitted were as follows:

 

 Resolutions                                                                     Votes for (including at Chairman's discretion)  %      Votes against  %      Total votes cast  Votes cast (excluding votes withheld) as a percentage of total voting rights  Votes withheld
 1.         Annual Report and audited financial statements                       66,254,377                                      99.88  82,845         0.12   66,388,001        24.57                                                                         65,967
 2.         Directors' Remuneration Policy                                       65,803,290                                      99.52  318,581        0.48   66,172,650        24.49                                                                         281,318
 3.         Directors' Remuneration Report                                       65,761,106                                      99.38  409,723        0.62   66,221,608        24.51                                                                         232,360
 4.         Approve a final dividend of 1.525p per share                         66,336,985                                      99.98  10,326         0.02   66,398,090        24.57                                                                         55,878
 5.         To re-elect Robert Robertson as a Director                           59,249,782                                      89.43  7,002,378      10.56  66,302,939        24.54                                                                         151,029
 6.         To re-elect Duncan Budge as a Director                               64,464,455                                      97.32  1,777,705      2.68   66,292,939        24.54                                                                         161,029
 7.         To re-elect Susan Gaynor Coley as a Director                         64,497,404                                      97.32  1,776,622      2.68   66,324,805        24.55                                                                         129,163
 8.         To re-elect Helena Vinnicombe as a Director                          64,526,724                                      97.35  1,757,302      2.65   66,334,805        24.55                                                                         119,163
 9.         To elect Thomas Walker as a Director                                 64,464,455                                      97.32  1,777,705      2.68   66,292,939        24.54                                                                         161,029
 10. Re-appoint Ernst & Young LLP as statutory auditor                           65,801,899                                      99.28  478,997        0.72   66,331,675        24.55                                                                         88,513
 11. Authorise Directors to determine the remuneration of the statutory Auditor  66,150,607                                      99.83  111,574        0.17   66,312,960        24.54                                                                         141,008
 12. Authority to allot relevant securities                                      65,869,501                                      99.59  270,204        0.41   66,190,484        24.50                                                                         263,484
 13. Authority to disapply pre-emption rights*                                   65,459,685                                      99.08  605,341        0.92   66,115,805        24.47                                                                         338,163
 14. Authority to repurchase ordinary shares*                                    66,031,165                                      99.63  245,576        0.37   66,327,520        24.55                                                                         126,448
 15. 14 days' notice for a General Meeting*                                      65,601,134                                      98.94  704,107        1.06   66,356,020        24.56                                                                         97,948
 16. Convene a General Meeting via electronic or hybrid means*                   65,332,239                                      98.81  784,898        1.19   66,167,916        24.49                                                                         286,052

* special resolution

 

For the purposes of section 341 of the Companies Act 2006, the votes validly
cast are expressed in the table above as a percentage of the Company's total
voting rights as at close of business on 23 January 2023 (270,185,650), being
the time at which a shareholder had to be registered in the Register of
Members in order to vote at the Annual General Meeting. A vote "withheld" is
not a vote in law and has not been counted as a vote "for" or "against" a
resolution.

 

The number of ordinary shares in issue at the date of this announcement is
270,018,565, and no shares are held in treasury. As at the date of this
announcement the Company's total voting rights therefore comprises 270,185,650
shares with one vote each.

 

A copy of the proxy results will shortly be available on the Company's website
at:

www.lowlandinvestment.com (http://www.lowlandinvestment.com)

 

A copy of the special business resolutions will be submitted to the National
Storage Mechanism ("NSM") and will shortly be available for inspection on the
NSM's website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The Company announces that it has authority to repurchase a maximum of
40,500,820 of its ordinary shares (being its outstanding shareholder
authority). Such authority lasts until the next shareholder authority granted,
or where expressly revoked by shareholders.

 

The Company instructs J.P. Morgan Securities plc to act as its broker in
respect of its market purchase transactions. The Company may utilise the
authority to purchase shares by either a single purchase or a series of
purchases when market conditions allow when they are trading at a discount to
the underlying net asset value per share, with the aim of maximising the
benefit to shareholders. This proposal does not indicate that the Company will
purchase shares at any particular time or price, nor imply any opinion on the
part of the Directors as to the market or other value of the Company's
shares.  This arrangement is in accordance with Chapter 12 of the Financial
Conduct Authority's Listing Rules and the Company's general authority to
repurchase shares.

 

For further information please contact:

 

Harriet Hall

PR Manager, Janus Henderson Investors

Telephone: 020 7818 2919

 

Helena Harvey

For and on behalf of Janus Henderson Secretarial Services UK Limited

Lowland Investment Company plc

Tel: 020 7818 2025

 

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.

 

 

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