Schroders Cap Glbl - Notice of AGM
17/05/2023 15:51
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RNS Number : 7747Z Schroders Capital Global Innovation 17 May 2023
Schroders Capital Global Innovation Trust plc
("the Company")
Shareholder Circular for Notice of Annual General Meeting and Related Party
Transaction
The Company has published a circular (the "Shareholder Circular") in
connection with notice of the Company's Annual General Meeting ("AGM") to be
held on 21 June 2023 at 11.30am at 1 London Wall Place, London, EC2Y 5AU
("Notice of AGM").
As noted in the Company's annual report and accounts for the year ended 31
December 2022, and the Shareholder Circular, the Board has become aware of a
legal issue in respect of the payment of the consideration for the share
buybacks undertaken in 2022 and 2023. Regrettably, these distributions
pursuant to the share buybacks were not made in accordance with applicable
law.
Although the Company had a substantial share premium account of c. £891
million at the time, this had not been converted into distributable reserves
and therefore the Company did not have sufficient profits and other
distributable reserves to pay the Relevant Distributions. As a result, the
Relevant Distributions were not justified by reference to any relevant
accounts.
In order to put all parties (so far as possible) in the position in which they
were always intended to be and would have been had the distributions pursuant
to the share buybacks been properly made, the Company is proposing Resolution
14. The full text of Resolution 14 is set out in the Notice of AGM in Part V
of the Shareholder Circular.
Resolution 14 will, if passed, both give the Board authority to cancel the
Company's share premium account (to create distributable reserves) and enter
into the deeds of release described in Part II of the Shareholder Circular.
The entry by the Company into the Directors' Deed of Release constitutes a
related party transaction (as defined in the Listing Rules) as the Relevant
Directors are considered related parties under the Listing Rules (being
persons who are, or were within the last 12 months, directors of the Company)
and each of them being a beneficiary of the deed. Therefore, Resolution 14
will seek the specific approval of the Company's shareholders for the entry
into the Directors' Deed of Release as a related party transaction, in
accordance with the requirements of the Listing Rules.
Further details and an explanation of the business of the AGM and the related
party transaction are set out in Part II of the Shareholder Circular.
Unless otherwise indicated, all capitalised terms used but not defined in this
announcement shall have the same meaning as described in the Shareholder
Circular.
The Shareholder Circular and Notice of the AGM can be viewed on the Company's
website at www.schroders.com/inov (http://www.schroders.com/inov) . It will
shortly be posted to shareholders and also be submitted to the National
Storage Mechanism and be made available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
For further information:
Schroder Investment Management Limited 020 7658 6000
John Spedding/Augustine Chipungu/Shilla Pindoria
Winterflood Securities Limited (Sponsor) 020 7496 3000
Neil Langford
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