REG - Real Est Crd InvsLtd - Result of AGM and Directorate Change

Real Estate Credit InvestmentsAnnouncement

18/09/2024 16:00

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RNS Number : 7511E  Real Estate Credit Investments Ltd  18 September 2024

Date and time of release: 18 September 2024, immediate release

 

Real Estate Credit Investments Limited

Result of the Annual General Meeting and Directorate Change

 

The Directors of Real Estate Credit Investments Limited ("RECI" or the
"Company"), are pleased to announce the results of voting at the annual
general meeting of the Company held at 10:30 a.m. on 18 September 2024 at East
Wing, Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3PP (the
"AGM" or the "Meeting").

 

The Notice of the AGM and proposed agenda and resolutions were circulated to
shareholders and announced to the market on 12 August 2024.

 

Each of resolutions 1-11 proposed at the AGM were duly passed. Voting was
conducted by way of a poll on each of the resolutions put to the Meeting. This
is seen as best practice as it gives all shareholders the opportunity to
participate in the decision-making of the Company and have their votes
recorded even if they are unable to attend the Meeting in person.

 

Total votes of 93,806,904 were cast at the AGM. The results of the voting are
noted as follows:

 

                         In Favour                   Discretion                       Against           Withheld
 Resolution  Votes       %age       Items    Votes   %age        Items    Votes       %age     Items    Votes      Items
 1           93,783,904  99.97      70       18,000  0.02        1        5,000       0.01     1        0          0
 2           93,663,318  99.92      69       18,000  0.02        1        54,486      0.06     4        71,100     4
 3           93,722,463  99.96      70       18,000  0.02        1        14,934      0.02     3        51,507     3
 4           92,762,131  98.93      67       18,000  0.02        1        980,802     1.05     9        45,971     4
 5           93,668,081  99.89      70       18,000  0.02        1        82,035      0.09     5        38,788     4
 6           93,668,081  99.89      70       18,000  0.02        1        82,035      0.09     5        38,788     4
 7           93,683,663  99.92      69       18,000  0.02        1        59,270      0.06     3        45,971     4
 8           93,699,723  99.90      70       18,000  0.02        1        78,331      0.08     6        10,850     1
 9           93,780,904  99.97      70       18,000  0.02        1        8,000       0.01     2        0          0
 10          93,750,050  99.94      70       18,000  0.02        1        38,854      0.04     3        0          0
 11          91,246,885  97.28      66       18,000  0.02        1        2,535,857   2.70     13       6,162      1
 12          49,815,746  58.73      31       18,000  0.02        1        34,995,569  41.25    43       8,977,589  6

 

Resolution 12, which was proposed as a special resolution to approve the New
Articles, was not passed. The proposed amendments to the New Articles
principally related to updates to bring them in line with current regulation
and practice, which included the introduction of a virtual meeting provision
or the ability to hold a hybrid meeting with physical and virtual attendees.
These provisions were proposed in order to allow the Board some flexibility in
the event of unforeseen events that may otherwise make holding a physical
meeting impossible, such as those circumstances that occurred during the Covid
pandemic. The Board was made aware, late in the AGM notice period, that
certain of the proxy voting agents had recommended a vote against or provided
an advisory note against this resolution to update the Articles, specifically
due to the proposed changes to allow the Company to convene virtual-only
general meetings. Apparently, this is part of a broader concern that companies
are seeking to eliminate physical shareholder meetings as normal practice,
something that may hinder meaningful exchanges between management and
shareholders. This was never the Board's intention, and it remains committed
to holding physical meetings whenever practicable, and to open engagement
with shareholders. Indeed, providing the option to convene hybrid meetings
allowing physical and virtual attendance would enhance the opportunities for
more shareholders to participate in the Company's general
meetings. Accordingly, the Board, via its corporate broker, will consult with
key shareholders in relation to these provisions, with a view to ensuring
that the Board's intention is clearly understood and that the Articles are
updated at the next available general meeting to include, as a minimum, the
rest of the changes described in the AGM circular and proposed to bring them
in line with current regulation and practice.

 

The full text of the resolutions passed at the AGM may be found in the Notice
of AGM published on 12 August 2024 on the Company's website and, in accordance
with Listing Rule 9.6.1, available from the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . In accordance with
Listing Rule 9.6.2, a copy of this announcement has been submitted to the
National Storage Mechanism and will shortly be available for inspection.

 

Directorate Change

Following completion of the AGM held today, John Hallam retired from the
Board, as previously announced on 12 June 2024. The Board wishes to again
thank John for his highly valued contribution to the Company since 2016.

 

Notes:

1.   Defined terms used in this announcement shall bear the meanings given
in the Notice of AGM.

2.   Ordinary resolutions are passed if more than 50% of votes are cast in
favour of the resolution; extraordinary or special resolutions are passed if
more than 75% of votes are cast in favour of the resolution.

3.   The Discretionary votes received were voted in favour of each
resolution.

4.   A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" and "against" a particular
resolution.

 

For further information, please contact:

 

 Broker:              Darren Vickers / Alex Collins (Panmure Liberum)                          +44 (0)20 3100 2222
 Investment Manager:  RECIIR@cheynecapital.com (mailto:RECIIR@cheynecapital.com) (Cheyne)      +44 (0)20 7968 7450

 

 

 

 

 

END

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