REG - Yellow Cake PLC - Update regarding 2021 Director Re-election

Yellow CakeAnnouncement

04/03/2022 07:00

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RNS Number : 5920D  Yellow Cake PLC  04 March 2022

4 March 2022

 

 

 

Yellow Cake plc ("Yellow Cake" or the "Company")

Update regarding 2021 Director Re-election

 

Yellow Cake, a specialist company operating in the uranium sector with a view
to holding physical uranium (U(3)O(8)) for the long term, held its Annual
General Meeting on 8 September 2021 ("AGM"). As previously announced, all
resolutions were passed by the requisite majorities, however, the resolution
for the re-election of Emily Manning to the Board of the Company received less
than 80% of votes in favour.

The Company aspires to high levels of shareholder and stakeholder engagement
and therefore, in accordance with the recommendations of the UK Corporate
Governance Code ("Code"), approached those major shareholders who voted
against this resolution to understand their specific concerns. Such major
shareholders represent 90 percent of the votes that were case against the
resolution. The Company did not receive any substantive feedback from the
major shareholders but understands that their votes were primarily influenced
by the proxy analysis report released by ISS ahead of the AGM.

ISS reported that they considered Emily Manning to be non-independent because
she is the Client Director at Langham Hall Fund Management (Jersey) Ltd
("Langham Hall"). Langham Hall has an administration agreement with Yellow
Cake and was paid USD 173,802 for services provided during the 2021 financial
year. ISS further noted that Emily currently sits on the Audit and
Remuneration Committees and it is not UK best practice for non-independent
directors to sit on such committees for a company of this size.

While the Company has endeavoured to engage with ISS on this matter, it has to
date not been successful.

The Board considers that Ms Manning is independent of both character and
judgment and that she continues to make a valuable contribution to Board
discussions while also providing effective challenge to management and the
wider Board. The Board undertook a rigorous evaluation to reach this
conclusion, including (but not limited to) a review of each of the seven
indicators of non-independence outlined in Provision 10 of the Code. In
particular, the Board noted that Yellow Cake's business relationship with
Langham Hall is not of a particularly material nature to Langham Hall, that Ms
Manning is not a shareholder, partner or executive director of Langham Hall,
that she does not directly benefit from any fees paid by the Company to
Langham Hall and that no element of Ms Manning's compensation from Langham
Hall is tied to her role as a director of Yellow Cake. Further, Ms Manning's
12 years of experience in the Jersey finance industry as well as her
comprehensive knowledge of the running and regulations of Jersey structures
make her a very suitable director and member of the Audit and Remuneration
Committees.

Notwithstanding that the Board considers Ms Manning to be an independent
director, the Board recognises that certain significant investors place
reliance on the recommendations of ISS with regards to voting decisions. The
Board has therefore resolved that Emily Manning should retire from the Audit
and Remuneration Committees with immediate effect, but will remain a Director
of the Company.

The Company also notes that the retirement of Ms Manning from the Audit and
Remuneration Committees will not require any new appointments to be made to
either committee as the membership requirement are fulfilled by the ongoing
committee members.

 

__________________

 

 

 

 

ENQUIRIES:

 Yellow Cake plc

 Andre Liebenberg, CEO            Carole Whittall, CFO
 Tel: +44 (0) 153 488 5200

 Nominated Adviser and Joint Broker: Canaccord Genuity Limited
 Henry Fitzgerald-O'Connor        James Asensio
 Gordon Hamilton

 Tel: +44 (0) 207 523 8000

 Joint Broker: Berenberg
 Matthew Armitt                   Jennifer Wyllie
 Varun Talwar                     Detlir Elezi
 Tel: +44 (0) 203 207 7800

 Financial Adviser: Bacchus Capital Advisers

 Peter Bacchus                    Richard Allan

 Tel: +44 (0) 203 848 1640

 Investor Relations: Powerscourt
 Peter Ogden                      Linda Gu
 Tel: +44 (0) 7793 858 211

 

 

ABOUT YELLOW CAKE

Yellow Cake is a London-quoted company, headquartered in Jersey, which offers
exposure to the uranium spot price. This is achieved through its strategy of
buying and holding physical triuranium octoxide ("U(3)O(8)"). It may also seek
to add value through the acquisition of uranium royalties and streams or other
uranium related activities. Yellow Cake seeks to generate returns for
shareholders through the appreciation of the value of its holding of U(3)O(8)
and its other uranium related activities in a rising uranium price
environment. The business is differentiated from its peers by its ten-year
Framework Agreement for the supply of U(3)O(8) with Kazatomprom, the world's
largest uranium producer. Yellow Cake currently holds 15.83 million pounds of
U(3)O(8), all of which is held in storage in Canada and France.

 

FORWARD LOOKING STATEMENTS [Don't think this is needed here]

Certain statements contained herein are forward looking statements and are
based on current expectations, estimates and projections about the potential
returns of the Company and the industry and markets in which the Company will
operate, the Directors' beliefs and assumptions made by the Directors. Words
such as "expects", "anticipates", "should", "intends", "plans", "believes",
"seeks", "estimates", "projects", "pipeline", "aims", "may", "targets",
"would", "could" and variations of such words and similar expressions are
intended to identify such forward looking statements and expectations. These
statements are not guarantees of future performance or the ability to identify
and consummate investments and involve certain risks, uncertainties and
assumptions that are difficult to predict, qualify or quantify. Therefore,
actual outcomes and results may differ materially from what is expressed in
such forward looking statements or expectations. Among the factors that could
cause actual results to differ materially are: uranium price volatility,
difficulty in sourcing opportunities to buy or sell U(3)O(8), foreign exchange
rates, changes in political and economic conditions, competition from other
energy sources, nuclear accident, loss of key personnel or termination of the
services agreement with 308 Services Limited, changes in the legal or
regulatory environment, insolvency of counterparties to the Company's material
contracts or breach of such material contracts by such counterparties. These
forward-looking statements speak only as at the date of this announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or the AIM Rules.

 

 

 

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