REG - Lowland Inv. Co. - Result of AGM

Lowland InvestmentAnnouncement

24/01/2024 17:45

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RNS Number : 8232A  Lowland Investment Co PLC  24 January 2024

 

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

 

LOWLAND INVESTMENT COMPANY PLC

 

LEGAL ENTITY IDENTIFIER: 2138008RHG5363FEHV19

 

24 January 2024

 

LOWLAND INVESTMENT COMPANY PLC

 

Annual General Meeting held on 24 January 2024

 

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                       73,446,498                                      99.94  42,463         0.06  73,488,961        27.20                                                                         187,992
 2.         Directors' Remuneration Report                                       72,823,308                                      99.58  304,876        0.42  73,128,184        27.07                                                                         548,269
 3.         Approve a final dividend of 1.6p per share                           73,507,449                                      99.99  10,763         0.01  73,518,212        27.21                                                                         158,241
 4.         To re-elect Robert Robertson as a Director                           67,541,117                                      92.02  5,858,462      7.98  73,399,579        27.17                                                                         276,874
 5.         To re-elect Duncan Budge as a Director                               71,630,100                                      97.59  1,769,479      2.41  73,399,579        27.17                                                                         276,874
 6.         To re-elect Susan Gaynor Coley as a Director                         71,952,911                                      98.03  1,447,811      1.97  73,400,722        27.17                                                                         275,731
 7.         To re-elect Helena Vinnicombe as a Director                          71,852,720                                      97.90  1,541,410      2.10  73,394,130        27.16                                                                         282,323
 8.         To re-elect Thomas Walker as a Director                              71,866,125                                      97.91  1,533,454      2.09  73,399,579        27.17                                                                         276,874
 9.   Re-appoint Ernst & Young LLP as statutory auditor                          72,974,735                                      99.41  432,957        0.59  73,407,692        27.17                                                                         268,761
 10. Authorise Directors to determine the remuneration of the statutory Auditor  73,308,111                                      99.78  162,353        0.22  73,470,464        27.19                                                                         205,989
 11. Authority to allot relevant securities                                      73,202,096                                      99.74  189,754        0.26  73,391,850        27.16                                                                         276,403
 12. Authority to disapply pre-emption rights*                                   72,660,997                                      99.01  723,100        0.99  73,384,097        27.16                                                                         284,156
 13. Authority to repurchase ordinary shares*                                    73,216,217                                      99.61  288,219        0.39  73,504,436        27.21                                                                         163,817
 14. 14 days' notice for a General Meeting*                                      72,689,514                                      98.89  814,492        1.11  73,504,006        27.21                                                                         164,247
 15. Convene a General Meeting via electronic or hybrid means*                   68,903,981                                      93.93  4,451,834      6.07  73,355,815        27.15                                                                         312,438

* 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 2024 (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
270,185,650, 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 Director, 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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