REG - Sherborne Inv. C Ld - Result of AGM

Sherborne Investors (Guernsey) CAnnouncement

21/05/2025 16:45

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RNS Number : 6575J  Sherborne Investors (Guernsey)C Ltd  21 May 2025

Sherborne Investors (Guernsey) C Limited

LEI 213800L8QL59OCFOCB40

21 May 2025

 

SHERBORNE INVESTORS (GUERNSEY) C LIMITED

Results of Annual General Meeting

 

The board of Sherborne Investors (Guernsey) C Limited (the "Company")
announces that, at the Annual General Meeting of the Company held today, 21
May 2025, all resolutions set out in the Notice of the 2025 Annual General
Meeting and Proposed Waiver of Rule 9 of the Takeover Code (the "Circular")
were approved by shareholders.

 

Resolutions 1 to 10 (inclusive) were passed as ordinary resolutions.
Resolution 10 was also passed as an ordinary resolution and, as required by
the City Code on Takeovers and Mergers, this resolution was taken on a poll
vote of independent shareholders. Resolution 11 was passed as special
resolution.

 

Details of the proxy votes lodged are set out below:

 

 

 Ordinary Resolutions                                                           For          %       Against      %      Withheld

 1.   To approve the Annual Report on Remuneration                              635,256,800  94.06   40,099,648   5.94   0

 2.   To re-elect Mr T Morgan as a Director                                     674,041,666  99.81   1,314,782    0.19   0

 3.   To re-elect Mr T Ash as a Director                                        674,041,666  99.81   1,314,782    0.19   0

 4.   Resolution withdrawn

 5.   To re-elect Mrs H Sinclair as a Director                                  644,002,017  99.80   1,314,782    0.20   30,039,649

 6.   To re-elect Mrs L Wilding as a Director                                   591,024,541  91.59   54,292,258   8.41   30,039,649

 7.   To re-appoint Grant Thornton LLP as Auditors of the Company               675,356,448  100.00  0            0.00   0

 8.   To authorise the Directors to fix the remuneration of the Auditors        675,356,448  100.00  0            0.00   0
 9.   To increase the limit on the aggregate amount the directors               538,255,301  79.70   137,101,147  20.30  0
 collectively shall be entitled to receive as fees to £300,000
 10. THAT, subject to Resolution 11, the waiver by the Panel on Takeovers and   307,345,091  66.01   158,261,357  33.99  209,750,000
 Mergers of the obligation which might arise on the Concert Party to make a
 mandatory offer as a result of market purchases of the Company's shares be
 approved
 Special Resolution                                                             For          %       Against      %      Withheld

 11. THAT the Company be authorised to make market purchases of its own shares  517,095,091  76.57   158,261,357  23.43  0

 

The Board is pleased that all resolutions tabled at the AGM were passed with
the requisite majorities, and wishes to place on record its thanks to
shareholders. The Board will continue to engage with shareholders over the
year ahead in line with its customary approach in order to understand the
reasons behind the results.

 

The full text of the resolutions may be found in the Notice of Annual General
Meeting dated 23 April 2025 which is available on the Company's website
www.sherborneinvestorsguernseyc.com
(http://www.sherborneinvestorsguernseyc.com) . It has also been submitted to
the National Storage Mechanism https://data.fca.org.uk/#/homepage***
(https://data.fca.org.uk/#/homepage***) .

 

A copy of the Special Resolution passed at the Annual General Meeting is
available on the Company's website www.sherborneinvestorsguernseyc.com
(http://www.sherborneinvestorsguernseyc.com) and has been submitted to the
National Storage Mechanism https://data.fca.org.uk/#/homepage***
(https://data.fca.org.uk/#/homepage***) .

 

*     Includes discretionary votes received

 

**   A vote withheld is not a vote in law and is not counted in the
proportion of votes 'for' or 'against' a   resolution

 

*** Neither the NSM website nor the Company's website nor the content of any
website accessible from hyperlinks on those websites (or any other website) is
(or is deemed to be) incorporated into, or forms (or is deemed to form) part
of this announcement

 

**** The number of shares in issue on 21 May 2025 was 700,000,000 with no
shares in treasury. For the purposes of Resolution 10, the number of shares
which were deemed independent for the resolution were 490,250,000. Those
shares held by the Concert Party, totaling 209,750,000, were not permitted to
be voted on Resolution 10.

 

-Ends-

Enquiries:

 

DGA
Group
+44 (0)20 7664 5095

Jonathon Brill

James Styles

 

Deutsche Numis
(Broker)
+44 (0)20 7260 1000

Nathan Brown

George Shiel

 

Sherborne Investors (Guernsey) C Limited
                        +44 (0)20 3530 3600

Talmai Morgan (Chair)

Matt Lihou (Apex, Company Secretary)

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