REG-Syncona Limited: Result of AGM <Origin Href="QuoteRef">SYNCS.L</Origin>

SynconaAnnouncement

08/09/2017 14:45

8 September 2017

Syncona Limited
Legal Entity Identifier – 213800X8MBI5VQITLW60

Result of Annual General Meeting

At the Annual General Meeting (“AGM”) of the Company held today all
Resolutions as set out in the AGM Notice dated 21 July 2017 (the “Notice”)
and sent to shareholders of the Company, were duly passed.

Resolutions 1 to 12 were proposed as ordinary resolutions.  Only shareholders
who were “Independent Shareholders” as such term is defined in the Notice
were entitled to vote on Resolution 12.  Resolution 13 was proposed as a
Special Resolution and Resolution 14 was proposed as an Extraordinary
Resolution.

Details of the proxy voting results which should be read alongside the Notice
are noted below:

 No                                 Resolution                                     For        Against     Abstain    Discretion  
  1  To receive the Annual Report and Financial Statements                     412,375,454   1,341,544      641        33,115    
  2  To re-appoint Deloitte as Auditors                                        412,491,165   1,032,894    193,580      33,115    
  3  To authorise the Directors to determine the remuneration of the Auditors  413,716,998       0          641        33,115    
  4  To re-elect Jeremy Tigue as a Director.                                   412,042,939   1,674,059      641        33,115    
  5  To re-elect Thomas Henderson as a Director.                               410,513,438   3,203,560      641        33,115    
  6  To re-elect Nigel Keen as a Director.                                     412,172,908   1,544,090      641        33,115    
  7  To re-elect Nicholas Moss as a Director.                                  413,708,170     8,828        641        33,115    
  8  To re-elect Ellen Strahlman as a Director.                                413,716,998       0          641        33,115    
  9  To approve the directors' remuneration report.                            413,716,998       0          641        33,115    
 10  To approve the directors' remuneration policy.                            413,716,998       0          641        33,115    
 11  Authority to allot shares.                                                413,708,170       0         9,469       33,115    
 12  Waiver of Rule 9 obligation on Wellcome Ventures.                         119,833,417  34,561,490  259,322,732    33,115    
 13  To authorise the company to purchase its own shares.                      413,708,170       0         9,469       33,115    
 14  To disapply pre-emption rights.                                           413,708,170       0         9,469       33,115    

Note - A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution.

Although Resolution 12 (to approve the waiver of the Rule 9 obligation on
Wellcome Ventures) was passed with the requisite majority, 22% of the votes
were cast against.  In addition, after taking account of the 243,461,685
shares held by Wellcome Ventures (who are not Independent Shareholders and so
are not permitted to vote on Resolution 12), shares held by Independent
Shareholders equivalent to 10% of the votes cast were withheld from Resolution
12. 

In accordance with the relationship agreement with Wellcome Ventures entered
into as part of the transaction approved by shareholders in December 2016, the
Company can only use a buyback authority if it either has a Rule 9 waiver in
place or purchases are made in a way that does not increase Wellcome
Ventures’ interest in the Company.  The Board believes it is in the
interests of shareholders that the Company has flexibility in how it uses the
buyback authority and that it is not dependent on Wellcome Ventures choosing
to sell shares.  In reaching that view, the Board took account of the
possibility that Wellcome Ventures’ interest in the Company could increase
to a maximum of 43.5%.  In light of today’s results, the Board intends to
engage further with shareholders to understand and consider any concerns
regarding the Rule 9 waiver.

In accordance with the Listing Rule 9.6.2, a copy of all the resolutions
passed other than resolutions concerning ordinary business have been submitted
to the UK Listing Authority via the National Storage Mechanism and will
shortly be available for inspection at www.hemscott.com/nsm.do.

The full text of the resolutions can be found in the Notice of Annual General
Meeting, which is available on the Company's website at www.synconaltd.com.

 ENDS 

Enquiries

Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary
Tel:      01481 745001

Copies of this announcement and other corporate information can be found on
the company website at:www.synconaltd.com 

About Syncona:

Syncona is a leading FTSE250 healthcare company focused on investing in and
building global leaders in life science. Our vision is to deliver
transformational treatments to patients in truly innovative areas of
healthcare while generating superior returns for shareholders. Our current
investment portfolio consists of seven high quality companies in life science
and a leading range of fund investments.

We seek to partner with the best, brightest and most ambitious minds in
science to build globally competitive businesses. We are established leaders
in gene therapy, cell therapy and advanced diagnostics, and focus on
delivering dramatic efficacy for patients in areas of high unmet need.

Our market leading funds portfolio seeks to generate superior returns by
investing in long only and alternative investment funds. This represents a
productively deployed evergreen funding base which enables us to take a long
term approach to investing in life sciences as we target the best new
opportunities and support our existing portfolio companies to grow and
succeed.

Syncona is aligned with two of the premium charitable funders in UK science,
the Wellcome Trust, original founder of Syncona, and Cancer Research UK, both
of which are significant shareholders in our business.  We make a donation of
0.3% of Net Asset Value to a range of charities each year.



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